MERCURIES — AGM Information 2018

Jul 5, 2018

Stock Number: 2905

Mercuries & Associates Holding, Ltd.

2018 Annual Shareholders' Meeting

Meeting Agenda (Translation)

June 22, 2018

Table of Contents

	Table of Contents
I.	Meeting Agenda	1
	1. Report Items	3
	2. Ratification Items	5
	3. Discussion Items	6
	4. Directors Election	10
	5. Extraordinary Motions	10
II.	Attachment
	1. 2017 Business Report	11
	2. Supervisors’ Review Report	16
	3. Independent Auditors’ Report and 2017 Consolidated Financial Statements	17
	4. Earnings Distribution Table	27
	5. Comparison Table for the Rules and Procedures of Board of Director
	Meetings Before and After Amendment	28
	6. Comparison Table for the Corporate Governance Best Practice
	Principles Before and After Amendment	34
	7. Comparison Table for the Corporate Social Responsibility Best Practice
	Principles Before and After Amendment	50
	8. Comparison Table for the Ethical Corporate Management Best Practice
	Principles Before and After Amendment	52
	9. Comparison Table for the Codes of Ethical Conduct Before and After
	Amendment	54
	10.Comparison Table for the Articles of Incorporation Before and After
	Amendment	58
	11.Comparison Table for the Rules and Procedures of Shareholders
	Meeting Before and After Amendment	63
	12.Comparison Table for the Rules for Election of Directors Before and
	After Amendment	66

Table of Contents

	Table of Contents
	13.Comparison Table for the Procedures for Acquisition and Disposal of
	Assets Before and After Amendment	69
	14.Comparison Table for the Procedures for Endorsement and Guarantee
	Before and After Amendment	75
	15.Comparison Table for the Procedures for Lending Funds to Other
	Parties Before and After Amendment	78
	16. Director Nominees	82
III.	Appendix
	1. Rules and Procedures of Board of Director Meetings (before
	Amendment)	86
	2. Corporate Governance Best Practice Principles (before Amendment)	92
	3. Corporate Social Responsibility Best Practice Principles(before
	Amendment)	118
	4. Ethical Corporate Management Best Practice Principles (before
	Amendment)	123
	5. Codes of Ethical Conduct (before Amendment)	128
	6. Articles of Incorporation (before Amendment)	133
	7. Rules and Procedures of Shareholders Meeting(before Amendment)	139
	8. Rules for Election of Directors and Supervisors (before Amendment)	147
	9. Procedures for Acquisition and Disposal of Assets (before Amendment)	150
	10.Procedures for Endorsement and Guarantee (before Amendment)	171
	11.Procedures for Lending Funds to Other Parties (before Amendment)	178
	12.Shareholding of Directors and Supervisors	185
	13.Information on Stock Grants, Compensations for Directors ,Supervisors
	and Employees	186

MERCURIES & ASSOCIATES HOLDING, LTD 2018 Annual Shareholders’ Meeting Agenda

Time: 9:00 a.m., Friday, June 22, 2018

Place: 20F, No. 145, Section 2, Jianguo North Road, Taipei City

• (Mercuries & Associates Building)

• Announcing the Meeting

• Chairman’s Address

• Report Items:

• (1) 2017 business report

• (2) Supervisors’ review report of 2017 audited financial statements

• (3) To report 2017 directors’, supervisors’, and employees’ compensation

• (4) Status report of endorsement and guarantee in 2017

• (5) To report the amendment to the Rules and Procedures of Board of Director Meetings

• (6) To report the amendment to the Corporate Governance Best Practice Principles

• (7) To report the amendment to the Corporate Social Responsibility Best Practice Principles

• (8) To report the amendment to the Ethical Corporate Management Best Practice Principles

• (9) To report the amendment to the Codes of Ethical Conduct

• Ratification Items:

• (1) To approve 2017 Business Report and Financial Statements

• (2) To approve the proposal for distribution of 2017 earnings

• Discussion Items:

• (1) To comply with the standards for listing pertaining to stock dispersion of Simple Mart Retail Co. Ltd. (Simple Mart), the Company had proposed to sell some shares of Simple Mart and waive its right to subscribe to shares issued by Simple Mart for capital increase by cash

• (2) To amend the Articles of Incorporation

• (3) To amend the Rules and Procedures of Shareholders Meeting

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• (4) To amend the Rules for Election of Directors and Supervisors

• (5) To amend the Procedures for Acquisition and Disposal of Assets

• (6) To amend the Procedures for Endorsement and Guarantee

• (7) To amend the Procedures for Lending Funds to Other Parties

• (8) The issuance of new shares through capitalization of earnings

• Directors Election:

• (1) Election of 9 directors (including 3 independent directors) of the 19th Board of Directors

• Extraordinary Motions

• Meeting Adjourned

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Report Items

1. 2017 Business Report

Description:

Please refer to Attachment 1 for the 2017 Business Report.

1. Supervisors’ review report of 2017 audited financial statements

Description:

Please refer to Attachment 2 for the Supervisor's Review Report.

1. To report 2017 directors’, supervisors’, and employees’ compensation

2. Description:

Please refer to Appendix 13 for information on the 2017 directors', supervisors', and

employees' compensation.

1. Status report of endorsement and guarantee in 2017

Description:

• (1) As of December 31, 2017, the Company's endorsement/guarantee balance was

NT$341,300 thousand.

	NT$341,300 thousand.	NT$341,300 thousand.	NT$341,300 thousand.	NT$341,300 thousand.	NT$341,300 thousand.	NT$341,300 thousand.	NT$341,300 thousand.	NT$341,300 thousand.
									UNIT：N	TD(In Thousands)
No.	Company Name of Endorser/Guar antor	Endorsed/Guaranteed Party		Limitation on Endorsements and Guarantees for a Single Enterprise (Note 2)	Maximum Balance for the Period	Endorsement or Guarantee Balance at the End of Current Period	Actual Expenditure	Amount of Endorsement /Guarantee with Security on Property	Percentage of Accumulated Amount of Endorsement/ Guarantee to Net Value of Most Recent Financial Statements	Endorsement/G uarantee Ceiling (Note 3)
		Company Name	Relationship (Note 1)
0	Mercuries & Associates Holding, Ltd.	Sanyou Drugstores, Ltd.	6	$2,537,402	$250,000	$250,000	$150,000	-	0.01	$5,074,805
1	Mercuries Rich	Asiandawn Ventures Inc.	3	$1,691,602 (Note 4)	$91,300	$91,300	-	-	0.01	$3,383,203 (Note 5)
2	Mercuries Harvest Co., Ltd.	Asiandawn Ventures Inc.	3	- (Note 4)	$89,740	-	-	-	-	- (Notes 5 and 6)

Note 1: Relationship between the endorser/guarantor and the Company is classified into the following six categories:

• (1) Companies with business relationship.

• (2) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.

• (3) The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.

• (4) More than 50% voting shares of the subsidiary directly held by the endorser/guarantor parent company or indirectly held by subsidiary.

• (5) Companies which guarantee each other according to contract based on contractor relationship.

• (6) Joint venture endorsed/guaranteed by shareholders based on their holding ratio.

Note 2: Amount of endorsement/guarantee for one single company cannot exceed 15% of the Company's net worth on the financial statements. Note 3: The Company's total endorsement/guarantee cannot exceed 30% of the Company's net worth on the financial statements.

Note 4: The amount of endorsements/guarantees made by Mercuries Harvest Co., Ltd. and Mercuries Rich to a single enterprise shall not exceed 10% of the Company's net worth.

Note 5: The aggregate amount of endorsements/guarantees made by Mercuries Harvest Co., Ltd. and Mercuries Rich shall not exceed 20% of the Company's net worth.

• Note 6: Mercuries Harvest Co., Ltd. canceled the endorsement/guarantee made to ASIANDAWN VENTURES INC. on December 9, 2017.

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• (2) The proposal has been reported to the Shareholders Meeting according to the Company's procedures on handling endorsement/guarantee.

• To report the amendment to the Rules and Procedures of Board of Director Meetings Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Rules and Procedures of Board of Director Meetings.

• (2) Please refer to Attachment 5 for the Comparison Table for the Rules and Procedures of Board of Director Meetings Before and After Amendment.

• To report the amendment to the Corporate Governance Best Practice Principles Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Corporate Governance Best Practice Principles.

• (2) Please refer to Attachment 6 for the Comparison Table for the Corporate Governance Best Practice Principles Before and After Amendment.

• To report the amendment to the Corporate Social Responsibility Best Practice Principles

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Corporate Social Responsibility Best Practice Principles.

• (2) Please refer to Attachment 7 for the Comparison Table for the Corporate Social Responsibility Best Practice Principles Before and After Amendment.

• To report the amendment to the Ethical Corporate Management Best Practice Principles

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Ethical Corporate Management Best Practice Principles.

• (2) Please refer to Attachment 8 for the Comparison Table for the Ethical Corporate Management Best Practice Principles Before and After Amendment.

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• To report the amendment to the Codes of Ethical Conduct

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Codes of Ethical Conduct.

• (2) Please refer to Attachment 9 for the Comparison Table for the Codes of Ethical Conduct Before and After Amendment.

Ratification Items

Proposal 1 To approve 2017 Business Report and Financial Statements

(Proposed by the Board of Directors)

Description:

• (1) The 2017 financial statements have been approved by the Board of Directors, and have been reviewed by the Supervisors.

• (2) Please refer to Attachment 1 and Attachment 3 for the documents mentioned above.

Resolution:

Proposal 2 To approve the proposal for distribution of 2017 earnings

(Proposed by the Board of Directors)

Description:

• (1) Earnings available for distribution in 2017 was NT$6,181,747,563. The Board of Directors had proposed to distribute cash dividends of NT$612,369,399 and stock dividends of NT$612,369,390. Based on the 765,461,749 outstanding shares, it is estimated that cash dividends and stock dividends distributed per share will be approximately NT$0.8 and NT$0.8, respectively. Cash dividends will be rounded to the nearest whole figure. Dividends less than NT$1 will be combined and transferred to the Company's Employee Welfare Committee. That the shareholders' meeting shall authorize the Board of Directors to set an ex-dividend date separately is proposed.

• (2) If the number of outstanding shares or distribution of shareholders' shares or interest is changed due to the subsequent redemption of the Company's shares, transfer, exchange or write-off of treasury stocks, conversion of corporate bonds according to laws, exercise of employee stock options, or issuance or redemption of restricted employee shares after cash dividends and stock dividends are approved in the shareholders' meeting, that the shareholders' meeting shall authorize the Board of

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Directors to handle all relevant matters is proposed.

(3) Please refer to Attachment 4 for the Earnings Distribution Table.

Resolution:

Discussion Items

Proposal 1 To comply with the standards for listing pertaining to stock dispersion of Simple Mart Retail Co. Ltd. (Simple Mart), the Company had proposed to sell some shares of Simple Mart and waive its right to subscribe to shares issued by Simple Mart for capital increase by cash.

(Proposed by the Board of Directors)

Description:

• (1) In response to the standards for listing pertaining to stock dispersion of Simple Mart and the listing schedule, the Company had proposed to sell some shares of Simple Mart and waive its right to subscribe to shares issued by Simple Mart for capital increase by cash:

• When Simple Mart conducts capital increase by cash (for several times as needed) in the future, the Company will waive part or all of its right to subscribe to shares issued by Simple Mart for capital increase by cash in the hope of reducing the shareholding ratio. The issue price will be determined based on the market conditions and the operation of Simple Mart, and shall not be less than the net value per share audited or reviewed by the CPAs in the most recent financial statements of Simple Mart. 10%~15% shall be kept for subscription by the employees of Simple Mart according to laws; for shares to which the Company waives its right to subscribe, the Board of Directors shall authorize the Chairman to appoint a specific party to subscribe to such shares. The specific party shall be a strategic or financial investor that is beneficial to the operation of Simple Mart.

• To invite a strategic or financial investor to invest in Simple Mart, the Company plans to sell shares (for several times as needed) in compliance with the standards for listing pertaining to stock dispersion. The issue price will be determined based on the market conditions and the operation of Simple Mart, and shall not be less than the net value per share reviewed or attested by the CPAs in the most recent financial statements of Simple Mart. Such shares shall be sold to a strategic or financial investor or a securities dealer recommended by the emerging stock market that is beneficial to the future operation of Simple Mart.

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• The Company plans to invite a strategic investor, SUMITOMO CORPORATION (SUMITOMO), to invest in Simple Mart. The details are described below:

  • a. The Company currently holds 45,100 thousand shares of Simple Mart and plans to sell 6,810 thousand shares to SUMITOMO at the total amount of NT$743,000 thousand, with the price per share of NT$109.1 As a listed company in Japan, SUMITOMO operates a wide scope of business, including large industrial zones, power plants, vehicles, vessels, energy, chemicals, metals, necessities, and retail. With the help of SUMITOMO's experience in retailing in the Japanese market, the Company expects to improve Simple Mart's retail performance and profit. In addition, Simple Mart plans to issue shares for capital increase by cash at price of NT$100 per share. The Company will waive its right to subscribe to 5,000 thousand shares of Simple Mart and invite the specific party to subscribe to such shares.

  • b. According to the Company's Procedures for Acquisition and Disposal of Assets, the Company has engaged LCI Group to provide appraisal opinions on this transaction. CPA Wen-chang Cheng from Cheng Yeh Certified Public Accountants has provided the opinions on the reasonableness of the price and the impact on the shareholders' equity of the Company.

• (2) After this proposal is resolved, that the shareholders' meeting shall authorize the Board of Directors to handle the Company's selling of shares and waiver of its right to subscribe to shares issued by Simple Mart, as specified in (1) 1 and 2 is proposed; that the shareholders' meeting shall authorize the Chairman to sign the subscription agreement with SUMITOMO, as specified in (1) 3, is proposed.

Resolution:

Proposal 2 To amend the Articles of Incorporation (Proposed by the Board of Directors)

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Articles of Incorporation.

• (2) Please refer to Attachment 10 for the Comparison Table for the Articles of Incorporation Before and After Amendment.

Resolution:

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Proposal 3 To amend the Rules and Procedures of Shareholders Meeting (Proposed by the Board of Directors)

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Rules and Procedures of Shareholders Meeting.

• (2) Please refer to Attachment 11 for the Comparison Table for the Rules and Procedures of Shareholders Meeting Before and After Amendment.

Resolution:

Proposal 4 To amend the Rules for Election of Directors and Supervisors (Proposed by the Board of Directors)

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Rules for Election of Directors and Supervisors.

• (2) Please refer to Attachment 12 for the Comparison Table for the Rules for Election of Directors and Supervisors Before and After Amendment.

Resolution:

Proposal 5 To amend the Procedures for Acquisition and Disposal of Assets (Proposed by the Board of Directors)

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Procedures for Acquisition and Disposal of Assets.

• (2) Please refer to Attachment 13 for the Comparison Table for the Procedures for Acquisition and Disposal of Assets Before and After Amendment.

Resolution:

Proposal 6 To amend the Procedures for Endorsement and Guarantee

(Proposed by the Board of Directors)

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Procedures for Endorsement and Guarantee.

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• (2) Please refer to Attachment 14 for the Comparison Table for the Procedures for Endorsement and Guarantee Before and After Amendment.

Resolution:

Proposal 7 To amend the Procedures for Lending Funds to Other Parties (Proposed by the Board of Directors)

Description:

• (1) The Company has established the Audit Committee, and thus proposes to amend the Procedures for Lending Funds to Other Parties.

• (2) Please refer to Attachment 15 for the Comparison Table for the Procedures for

• Lending Funds to Other Parties Before and After Amendment.

Resolution:

Proposal 8 The issuance of new shares through capitalization of earnings (Proposed by the Board of Directors)

Description:

• (1) To strengthen the Company's capital structure and to satisfy operating needs, the Company plans to allocate NT$612,369,390 in the shareholders’ dividends to issue new shares with the face value of NT$10 per share. The Company plans to issue 61,236,939 shares, and all of which will be in the form of non-physical shares.

• (2) For the issuance of new shares by earnings recapitalization, 80 shares will be distributed without pay for each 1,000 shares held based on the shareholding ratio of each shareholder recorded on the shareholders' list on the ex-dividend date. Cash will be distributed for the issuance of less than 1 share, and the Chairman will contact the specific party to subscribe to such shares at the face value.

• (3) For the issuance of new shares by earnings recapitalization, the rights and obligations carried in these shares are equal to those of ordinary shares outstanding.

• (4) Upon approval in the shareholders' meeting and by the regulator, the Board of Directors will be authorized to set an ex-dividend date separately. If the number of outstanding shares or distribution of shareholders' shares or interest is changed due to the subsequent redemption of the Company's shares, transfer, exchange or

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write-off of treasury stocks, conversion of corporate bonds according to laws, exercise of employee stock options, or issuance or redemption of restricted employee shares, that the shareholders' meeting shall authorize the Board of Directors to handle all relevant matters is proposed.

Resolution:

Directors Election

Proposal 1 Election of 9 directors (including 3 independent directors) of the 19th Board of Directors

(Proposed by the Board of Directors)

Description:

• (1) The tenure of the current Board of Directors will expire on June 23, 2018. The Board of Directors will be reelected in this shareholders' meeting according to the seats prescribed the Company's Articles of Incorporation. Elected directors (including 3 independent directors) will assume office after the end of this shareholders' meeting with tenure of 3 years from June 22, 2018 to June 21, 2021.

• (2) According to Article 192-1 of the Company Act, the Company accepted the nomination of director candidates from April 13, 2018 to April 25, 2018. The roster of director candidates has been reviewed and approved by the Board of Directors on May 11, 2018 and proposed for election in this shareholders' meeting on June 22, 2018. Please see Attachment 16 on Pages 61 to 63 of the Handbook for the roster of director candidates.

• (3) Please refer to Appendix 8 for the Rules for Election of Directors and Supervisors. Election Results:

Extraordinary Motions

Meeting Adjourned

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Attachment 1

Mercuries & Associates Holding, Ltd.

2017 Business Report

Mercuries & Associates Holding, Ltd. (“the Company”) is an investment holding company, and its joint ventures undertake life insurance, retail of daily commodities and food, pharmaceuticals, and information services. In 2017, the Company optimized investment based on the existing long-term development strategies. In the future, the Company will move toward a business model of diversification and multiple markets in the hope of improving the operating performance through specialization and economies of scale.

I. 2017 Business Report

• (1) Results of business plan

The Company's investment strategies are implemented after prudent evaluation. Making good use of the Group's resources, the Company has constantly forged joint ventures or strategic alliances with partners at home and abroad. The results of business plans of the Company's investment plan in 2017 are as follows:

1. Retail of daily commodities and food

To improve the profitability of each retail store, the Company kept track of existing competitors, assessed threats of new competitors, and adjusted the product structure in line with consumers' preferences; compared with 2016, revenue in 2017 increased, along with the number of retail stores.

1. Life insurance

2. Global economy revived as expected. Facing the exchange loss due to the appreciation of NTD, Mercuries Life Insurance actively strengthened the control of market risks based on the principle of steady operation; through solid investment strategies, Mercuries Life Insurance pursued the increase in the overall profit. By 2017, the total amount of assets reached NT$1.529 trillion, and revenue and profit increased by 6% and 8%, respectively, compared to 2016.

3. Pharmaceuticals

Due to customers' changes in products and the depreciation of USD, revenue and profit of SCI Pharmtech, Inc. in 2017 were 1.301 billion and 190 million, respectively.

1. Information services industry

2. Due to the increase in the number of ATMs installed and revenue from projects, revenue of MDS Co., Ltd. (MDS) in 2017 increased by 22%. With the careful selection of projects and an improved capacity for software development, profit in 2017 increased by 44%.

3. 11 -

4. (2) Budget Implementation, Financial income, and Profitability Analysis

5. The consolidated operating income of NT$239 billion in 2017 increased by 16% compared to NT$205.4 billion in 2016, resulting in a budget achieving rate of 107%. In terms of profit, net income attributable to the parent company was NT$1.641 billion; earnings per share after tax was NT$2.27; the return on assets was 7.18%; the return on shareholders' equity was 10.57%.

6. (3) Research and development status

7. Retail of daily commodities and food

8. Due to the intense competition in retail of daily commodities and in the food and beverage industry, the Company will continuously adjust product structures and marketing strategies in accordance with market demand and movements to correspond with the highly volatile operational environment and consumer demand. We will also establish differential marketing activities for each store to enhance their competitiveness and to expand market segmentation, strengthen the regional competitive advantage, as well as optimize our overall brand image.

9. Life insurance

10. Facing the aging society and low interest rates, Mercuries Life Insurance developed guaranteed investment products for retirement management, including disability support insurance, small-amount life insurance, and guaranteed products. Fulfilling its corporate social responsibility and corporate governance, Mercuries Life Insurance has been selected in the TWSE Corporate Governance 100 Index for three consecutive years. In 2017, Mercuries Life Insurance won the Best Corporate Social Responsibility Award in the category of non-financial holdings from Excellence Magazine.

11. Pharmaceuticals

12. Research and development expenses in 2017 were commensurate to those in 2016. In 2017, the construction of a new R&D building was expected to accommodate more manpower and equipment. Due to regulatory factors, the application for a building permit was delayed. The construction is expected to commence in 2018. With investment in more R&D resources, new products are expected to be developed ahead of the market.

13. Information services industry

14. MDS continued to transfer our R&D results into material patent protection to comprehensively protect the Company's intangible assets. This would help us to proactively achieve our objectives to enhance competitive advantage and raise the entry barrier for our Company.

15. II. Summary of Annual Business Plan for 2018

16. (1) Operating objectives

17. 12 -

The Company will lower operating costs and strengthen competitive advantages through focused management. We will utilize the operating experiences in various businesses and expand our reach to domestic and overseas business partners. Furthermore, the Company will also prudently evaluate investment strategies, and we hope to integrate our business strategies and scale our business to enhance the Company's values.

• (2) Important product and sales policies

• Retail of daily commodities and food

• For the next period, the Company will continue to strengthen our products and services and undertake market segmentation, enhance brand recognition and product sales. We will make our customer service members more professional and affable to create a positive environment for consumers. We will continue to update the information system, streamline production procedures, and strengthen sales data analytics to lower operating costs and to weed out the weak links, as well as to strengthen channel development. We will also strongly encourage effectiveness evaluation prior to opening new storefronts. To expand and conserve resources in this age with inflated commodity prices, we need to maximize the effectiveness in both personnel and various expenses.

• Life insurance

• The focus on development strategies is to strengthen the financial structure, improve the investment performance, and optimize the risk control and operational efficiency. To strengthen the financial constitution, Mercuries Life Insurance shall improve its capital adequacy and cost control to implement cost management and reinforce financial strength. Product portfolios shall be optimized to create the new contract value. Mercuries Life Insurance shall strengthen the operation of foreign exchange and hedging tools to improve the use of funds and return on investment. To improve operational efficiency, mobile business and digital services shall be offered.

• Pharmaceuticals

• SCI Pharmtech's production and marketing policies are mostly focused on product characteristics and client types:

• A. Active Pharmaceutical Ingredients (API): focus on original developer of the drug supply. We will avoid popular products and select drugs with higher safety and stable sales, in addition to having new usage, new formulation or can be further developed into new drugs, or present API that can serve as starting active ingredients for new drugs.

• B. Intermediates: our primary goal is to target the original developer of the drug supply, and our second goal is to enter the market for intermediates with high

• 13 -

barrier, legal regulation and stringent quality control, intermediates relevant to the Company's core technologies, intermediates with strategic partners available, and intermediates that are used in the early R&D stage of new drugs. Intermediates with above-mentioned characteristics can help us to effectively differentiate ourselves from competitors and prevent price wars.

• C. Specialty Chemicals: SCI Pharmtech produces and sells electronic specialty chemicals with high standards in the pharmaceutical industry and customizes products in line with customers' needs and implement mass production.

• Information services industry

• MDS prudently selects and assumes large-scale public engineering projects to create high margin and business opportunities in subsequent revenue from maintenance work. We will continue to develop new businesses, create differential value, enhance software development skills and strive toward product R&D to enhance market competitiveness. We will also focus on discussing on ways to extend durability of current patents and focus on R&D to receive new patents.

III. External Competitive Environment and Overall Operating Environment

The global economy in 2017 revived gradually from stagnation. The global investment, trade, and industrial production were driven by the economic recovery in advanced countries, resulting in the restoration of confidence and prosperity in financial markets. Nearly 75% of economies around the world sped the growth, showing an economic growth better than expected. With the global economic recovery and high export of high-tech products, the economic growth in Taiwan hit a record high in recent years, along with the stock market. According to the statistics from Ministry of Economic Affairs, the turnover of retail sale in non-specialized stores and food and beverage service activities in Taiwan increased by 2.06% and 2.93%, respectively, regardless of the long-term depression in private consumption and investment due to a series of policy reforms. According to the statistics from the Directorate General of Budget, Accounting and Statistics (DGBAS), Executive Yuan, the economic growth in Taiwan was 2.86% in 2017, showing a significant increase of 1.50% compared to 2016.

With the constant improvement in emerging markets and developing countries, the global economic recovery is expected to expand further in 2018. In spite of uncertainties, such as geopolitics, extreme climate, and trade protectionism in the U.S., the International Monetary Foundation (IMF) has predicted a 3.9% global economic growth in 2018, higher than 3.7% in 2017. With the improvement in the labor market and increases in basic salaries and remunerations of civil servants, and proactive salary adjustment in enterprises, consumption is expected to increase. Compared to 2016, investment increased significantly, but import and export declined in 2017. Statistics from the DGBAS on February 13, 2018 predicted a 2.42%

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economic growth in Taiwan for 2018. The predicted growth rate is less than that in 2017. Our management and employees remain committed to their work. To reduce risks of operation, we have implemented a business strategy for diversification and devoted ourselves to innovation in hopes of enhancing the quality of our services and business performance.

IV. Developmental Strategies for the Company in the Future

The Company's existing major businesses have been in operations for over 30 years. To seek for steady business growth in a saturated market and competitive industries, we have proactively attempted to innovate in recent years. The Company is striving to become a comprehensive business with diversified operations. Besides lowering operating risk and fully considering changes in both external and internal environments, we are also equipped with professional management team. In addition to providing services ranging from food, clothing, living and entertainment to the public, this will also help the Company to enhance brand value from creating a positive environment for the public consumers.

In the future, the Company will continue to integrate internal resources and adjust our organization, maintain our core values in prudently evaluating investment strategies, as well as seek for new opportunities in partnering with different industries and finding new investment opportunities. We will develop businesses through vertical integration and diversified operations in addition to assisting each subsidiary to undertake resource integration to exert operational synergies. We hope to expand the scope of our business, and maximize shareholders' profits through focused management and by integrating the Group's domestic and overseas resources. We will also continue to fulfill our corporate social responsibility and sincerely hope that our shareholders can continue to love and support us.

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Attachment 2

Mercuries & Associates Holding , Ltd. Supervisors’ Review Report

2017 Consolidated Financial Statement and Individual Financial Statements of the Company submitted by the Board of the Directors, have been audited by CPA Liu, Ke-Yi and Hsu, Kun-Shi of BDO Taiwan Union & Co. All Supervisors of the Company have verified the above along with the Company's Business Report and Earnings Distribution, and we are of the opinion that misstatement has not been found. Hence, we have issued the above statement for your reference and inspection in accordance with Article 219 of the Company Act.

To

2018 Annual Shareholders Meeting

Supervisor: Shuren Investment Co., Ltd.

Representative: Liu,Chien-Chih

Supervisor: Cheng,I-teng

April 30, 2018

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Attachment 3

Independent Auditors’ Report

The Board of Directors and Shareholders Mercuries & Associates Holding, Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Mercuries & Associates Holding, Ltd and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Completeness and Accuracy in Reporting Insurance Liabilities

Matter Description

For accounting policies regarding the reporting of insurance liabilities, please see Note 4 (28) of the Consolidated Financial Statements; for accounting estimates and uncertainties for evaluation of insurance liabilities, please see Note 5 of the Consolidated Financial Statements; and for details of insurance liabilities, adjustments, and disclosure of characteristics and scope of the

• 17 -

management of risks associated with insurance contracts, please see Note 6 (25) and 12 (7) of the Consolidated Financial Statements.

The insurance liabilities reserve of subsidiary Mercuries Life Insurance Co., Ltd. has been prepared by actuaries in accordance with "Guidelines for Reserve Provisions for the Insurance Industry." They have been prepared with professional judgment and experience, and various insurance liabilities for different insurance plans have been evaluated in a highly complex manner. In particular, there is much uncertainty, speculation and judgment involved in the deposit procedures of liabilities reserve for various products, and material judgment from the management level is also involved. In addition, to ensure the appropriateness of provisions for insurance liabilities, material judgment is formed for the final total payoff value of each insurance payment. If the future cash flow of insurance policies are estimated based on present information, and deficit is found in the book value of insurance liabilities already recognized, all deficit shall be recorded as appropriate reserve for the liabilities. Hence, we are of the opinion that the completeness and accuracy of recording insurance liabilities is one of the most significant matter in the audit in this period.

Primary Audit Procedures as Countermeasures

1. Evaluate the design of internal control relevant to insurance liabilities in the financial statements and test for its effectiveness, including ensuring the control for completeness and accuracy of insurance contract information is effective.

2. Undertake volatility analysis and provisions analysis of insurance liabilities, and inspect relevant information and recorded provisions in insurance calculations.

3. Sample unexpired insurance expense reserve, liabilities reserve, indemnities reserve, premium deficit reserve, special reserve, and liabilities appropriate reserve in accordance with "Guidelines for Reserve Provisions for the Insurance Industry" to inspect the procedures for recording provisions, verify insurance premiums and indemnity information, and assess the reasonableness of provisions.

4. Assess the fairness of disclosure items in insurance liabilities.

Evaluate financial asset

Matter Description

For accounting policies regarding the evaluation of financial assets, please see Note 4 (12) of the Consolidated Financial Statements; for accounting estimates and uncertainties for evaluation of financial asset, please see Note 5 of the Consolidated Financial Statements; for information on the fair market value of financial asset and financial risk management, please see Note 12 (2~4) of the Consolidated Financial Statements.

The fair market value of debt instrument investment in non-active market, as part of the available-for-sale financial asset of the subsidiary, Mercuries Life Insurance, has been calculated on a directly or indirectly observable basis. The management level shall assess the source of this information or method of evaluation and may use different evaluation techniques. Hence, subjective judgment from the management level is involved. in addition, the fair market value of financial asset could be subjected to significant or lasting depreciation, resulting in loss of estimated amount of financial asset and material judgment from the management level is involved. Hence, we are of the opinion that evaluation of the financial asset is one of the most significant items in the audit for this period.

Primary Audit Procedures as Countermeasures

1. Test the internal control cycle of investment procedures, including original records, subsequent evaluation and the internal control systems disclosed in the financial statements.

2. 18 -

3. Inspect accounting policies relevant to the evaluation and disclosure of fair market value of financial asset.

4. Obtain details of financial asset, understand the method in which fair value is obtained for each product type, and assess whether classification of fair value levels is presented fairly.

5. Assess the important assumptions and reasonableness of fair value by using relevant information from external sources.

6. Implement physical count of financial asset and mail inquires.

7. Implement impairment test, including comparing investment book value and net value from the most recent financial statements of the investment targets, inspect the prices of financial asset investment, changes in credit rating, and investment income from debt instruments.

Completeness and Accuracy of Operating Revenue

Matter Description

For accounting policies regarding the operating revenues, please see Note 4 (34) of the Consolidated Financial Statements; for accounting estimates and uncertainties for recording revenue, please see Note 5 of the Consolidated Financial Statements.

The operating revenue from retail chain of subsidiary Mercuries & Associates Ltd. and Whereas Simple Mart Retail Co., Ltd are primarily from establishing product information (including product name, purchasing costs, retail price, and promotions). The storefront sales POS system will record the product name, quantity, retail price per unit and total sales of each transaction, and the sales information of the day will be uploaded to the ERP system after closing each day. The data will be combined and sales revenue will be produced automatically. Each store also needs to prepare a daily cash report to show daily sales volume and payment method, and shall deposit cash into the bank accordingly.

Since the retail chain revenue has the characteristic of having multiple transactions with insignificant amount and is only reliant on the POS and ERP systems, the accuracy and reliability of the processing of above-mentioned combined data and recording of operating revenue possess material influence on the completeness and accuracy of the Company's operating revenue. Hence, we are of the opinion that the completeness and accuracy of operating revenue is one of the most significant matters in the audit for this period.

Primary Audit Procedures as Countermeasures

1. Sample whether new or updated product information in the main server has been appropriately approved and has been certified.

2. Sample whether approved new or updated product information in the main server has been inputted into the product page.

3. Sample whether product main server information is sent to the POS system of each store in a timely manner.

4. Sample whether POS system is sent to ERP system, and verify the daily closing figure and accounting information in stores.

5. Sample store daily cash revenue/expense table and relevant certificates.

6. Re conciliate cash deposit figure recorded in store daily accounts against bank deposits.

Other Matter

As stated in Note 4 of the Consolidated Financial Statements, We did not audit the financial statements on December 31, 2017 and 2016 of certain consolidated subsidiaries have.Those financial statements were audited by other independent accountants,whose reports thereon

• 19 -

have been furished to us,and our opinion expressed herein,insofar as it related to amounts included in the financial statements, in which the total assets of those consolidated subsidiaries amounted to NT$6,918,709 thousand and NT $726,647 thousand,constituting of 0.65% and 0.08% of the consolidated total assets as of December 31, 2017 and 2016,respectively,and comprehensive income amounted to NT$214,644 thousand and NT$8,327 thousand, constituting of 0.65% and 0.08% of the consolidated comprehensive income for the years then ended respectively. Additionally, in Note 6 (13) it has been stated that investment under equity method from the Group have not been audited by us. Hence, our opinion for the above financial statements, on the information for reinvestment was soley on the reports of other independent accountants. The investments accounted for using equity method amounted to NT$3,511,507 thousand and NT$3,456,091 thousand constituting of 0.33% and 0.36% of the consolidated total assets as of December 31, 2017 and 2016,respectively,and investment income amounted to NT$197,946 thousand and NT$140,386 thousand ,constituting of 5.18% and 3.72% of the consolidated profit before tax of December 31, 2017 and 2016,respectively.

We have audit and expressed an unqualified opinion on the parent company only financial statements of Mercuries & Associates Holding, Ltd. as at and for the years ended December 31, 2017 and 2016

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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the supervisors), are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

• 20 -

could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

5. 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.

6. Obtain sufficient and appropriate audit evidence regarding the financial information of 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

7. 21 -

opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Liu, Ke-Yi and Hsu, Kun-Shi.

BDO Taiwan Union & Co. March 23, 2018

• 22 -

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2017 and 2016

								UNIT：NTD(In Thousands)	UNIT：NTD(In Thousands)
Assets Notes	December 31,2017	％	December 31,2016	％	Liabilities & Equity Notes	December 31,2017	％	December 31,2016	％
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Accounts receivable, net Current income tax assets Inventories Prepayments Reinsurance contract assets, net Other current assets Bills discounted and loans, net Sub-total Non-current assets Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Held-to-maturity financial assets - non-current Financial assets measured at cost - non-current Investment in debt instrument without active market - non-current Investments accounted for using equity method Property, plant and equipment Investment property, net Intangible assets Deferred income tax assets Other non-current assets Sub-total Total assets	$62,317,586) 1,010,473) 306,139) 9,878,148) 14,531) 3,737,331) 713,529) 260,794) 60,527) 74,253,510)	5.81) 0.09) 0.03) 0.92) -) 0.35) 0.07) 0.02) 0.01) 6.92)	$58,487,469) 1,017,789) 263,996) 9,877,380) 438,955) 3,915,157) 528,788) 225,572) 55,326) 75,022,307)	Current liabilities 6.04)Short-term loans 0.11)Short-term notes and bills payable Financial liabilities at fair value 0.03)through profit or loss - current 1.02)Other Financial liabilities - current 0.05)Account payable 0.40)Commission payable 0.05)Insurance claims payable 0.02)Reinsurance claims payable 0.01)Income tax payable 7.74)Advanced receipts 15.47)Other current liabilities Sub-total Non-current liabilities Financial liabilities at fair value through profit or loss - non-current Bonds payable Long-term bank loans 0.14)Provisions non-current Separate account products liabilities 21.66)Guarantee deposits 7.07)Deferred income tax liabilities 0.08)Other non-current liabilities 45.51)Sub-total Total liabilities 0.36)Equity attributable to owners of the parent 1.59)Share capital 2.69)Common stock 0.01)Capital surplus 0.07)Retained earnings 5.35)Legal reserve 84.53)Special reserve Unappropriated retained earnings Other equity interest Treasury stocks Total equity attributable to owners of the parent Non-controlling interests Total equity 100.00)Total liabilities and equity		$1,063,953) 1,562,000) -0 -0 6,653,081) 1,386,986) 739,023) 139,596) 1,904,329) 699,920) 69,452)	0.10) 0.15) -0 -0 0.62) 0.13) 0.07) 0.01) 0.18) 0.07) -) 1.33) 0.02) 0.70) 0.83) 87.38) 5.44) 0.11) 0.06) 0.34) 94.88) 96.21) 0.71) 0.09) 0.18) 0.11) 0.49) 0.03) (0.05) 1.56) 2.23) 3.79) 100.00)	$1,129,000) 798,000) 801) -0 7,225,012) 2,230,866) 735,315) 143,440) 116,450) 1,404,457) 158,406)	0.12) 0.08) -0 -0 0.75) 0.23) 0.08) 0.01) 0.01) 0.14) 0.02)
	152,552,568)	14.22)	149,832,739)
	6,546,186) 190,705,368) 110,673,145) 736,505) 498,912,942) 3,515,185) 15,272,753) 25,979,461) 127,112) 2,626,225) 64,827,817)	0.61) 17.78) 10.32) 0.07) 46.52) 0.33) 1.42) 2.42) 0.01) 0.25) 6.05)	1,352,986) 209,876,784) 68,470,707) 740,505) 440,872,037) 3,456,091) 15,400,800) 26,084,768) 61,612) 723,838) 51,916,060)			14,218,340)		13,941,747)	1.44)
						199,866) 7,500,000) 8,865,000) 937,089,751) 58,359,226) 1,151,169) 670,717) 3,569,714)		3,932,485) 7,500,000) 8,590,000) 851,318,401) 45,199,655) 470,312) 541,364) 3,732,252)	0.41) 0.77) 0.89) 87.87) 4.67) 0.04) 0.05) 0.38)
						1,017,405,443)		921,284,469)	95.08)
						1,031,623,783)		935,226,216)	96.52)
						7,654,617) 1,012,896) 1,914,653) 1,224,317) 5,271,424) 370,780) (532,672)		7,153,989) 1,032,182) 1,709,702) 2,091,174) 4,015,610) (1,350,612) (532,672)	0.74) 0.11) 0.18) 0.22) 0.41) (0.14) (0.05)
	919,922,699)	85.78)	818,956,188)
	$1,072,475,267)	100.00)	$968,788,927)
						16,916,015)		14,119,373)	1.47)
						23,935,469)		19,443,338)	2.01)
						40,851,484)		33,562,711)	3.48)
						$1,072,475,267)		$968,788,927)	100.00)

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

• 23 -

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMES

For the Years Ended December 31, 2017 and 2016

				UNIT：NTD(In Thousands)	UNIT：NTD(In Thousands)
Item	Notes	2017	％ 12.37) 56.32) 0.03) 0.24) 0.08) 6.80) 9.00) 2.81) 0.01) 0.91) 10.57) (0.01) -0 0.04) 0.12) 0.01) -) 0.01) 0.21) 0.37) 0.11) 100.00) (0.06) (0.02) (4.11) (20.35) (42.38) (6.80) (6.98) (0.01) (0.01) (0.02) (1.16) (4.34) (0.07) (0.01) -0 -0 (11.76) (0.32) (98.40) 1.60) (0.18) 1.42) 1.42) 0.01) 0.01) -0 -0 1.53) (0.05) 1.50) 2.92) 0.69) 0.73) 1.42) 1.42) 1.50) 2.92)	2016	％
Operating revenue Interest income Premiums income Reinsurance commission income Processing service fees income Share of profit of associates and join ventures accounted for using equity method Separate account products revenues Gains on financial assets (liabilities) at fair value through profit or loss Realized gains on available-for-sale financial assets Gains on financial assets (liabilities) measured at cost Gains on investment in debt instrument without active market Net revenue Sales revenue Sales returns Sales discounts and allowances Rental income Service revenue Construction revenue Gain on disposal of investments Gain on disposal of property, plant and equipment Gain on investment property Net changes in foreign exchange valuation reserve Other income Total operating revenue Operating cost Interest expenses Underwriting expenses Commission expenses Insurance claims paid Net changes in other insurance liabilities Separate account products expenses Cost of goods sold Rental cost Service cost Construction cost Operating expenses Selling expenses General and administrative expenses Research and development expenses Loss on disposal of investments Loss on disposal of property, plant and equipment Impairment loss Foreign exchange loss Other expense Total operating cost Profit (loss) before tax from continuing operations Income tax Net profit (loss) from continuing operations Net profit (loss) for the year Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss Re-measurement of defined benefit plans Share of other comprehensive loss of subsidiaries and associates Income tax related to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Exchange differences arising from translation of foreign operations Unrealized Gains/(Losses) on Available-for-sale financial assets Income tax related to items that may be reclassified subsequently Other comprehensive income (loss) for the year, net of tax Total comprehensive income for the year Net profit (loss) attributable to: Owners of parent Non-controlling interests Total Total comprehensive income (loss) attributable to： Owners of parent Non-controlling interests Total Earnings per share Income(loss) from continuing operations, net of tax Basic earnings (loss) per share Diluted earnings (loss) per share The pro forma net income and earnings per share if Accounting for treasury stock had not been adopted are as follows: Pro forma income after income tax Earnings (loss) per share		$29,570,712) 134,578,504) 82,257) 577,249) 197,786) 16,252,851) 21,508,801) 6,712,193) 14,994) 2,167,017) 25,259,561) (34,959) (3,673) 98,669) 280,453) 25,343) -) 27,684) 505,194) 895,933) 239,153)		$26,136,992) 133,904,021) 89,902) 481,993) 140,386) 9,041,217) 4,495,329) 5,796,216) 25,393) 161,415) 23,763,645) (69,617) (4,948) 120,749) 166,727) 44,980) 49,673) -) 491,854) 407,645) 125,077)	12.73) 65.20) 0.04) 0.24) 0.07) 4.40) 2.19) 2.82) 0.01) 0.08) 11.57) (0.03) -0 0.06) 0.08) 0.02) 0.02) -) 0.24) 0.20) 0.06)
		238,955,722)		205,368,649)	100.00)
		(134,015) (52,532) (9,830,633) (48,631,193) (101,279,033) (16,252,851) (16,674,162) (15,741) (12,899) (43,482) (2,766,400) (10,368,055) (164,967) (18,709) -0 (7,749) (28,089,425) (789,216)		(151,442) (56,513) (11,862,227) (48,799,139) (95,357,360) (9,041,217) (15,231,837) (15,200) (14,083) (60,463) (1,970,585) (11,077,770) (153,890) -0 (3,224) (241,234) (7,062,731) (499,009)	(0.07) (0.03) (5.78) (23.76) (46.43) (4.40) (7.42) (0.01) (0.01) (0.03) (0.96) (5.39) (0.07) -0 -0 (0.12) (3.44) (0.24)
		(235,131,062)		(201,597,924)	(98.16)
		3,824,660) (427,664)		3,770,725) (153,981)	1.84) (0.08)
		3,396,996)		3,616,744)	1.76)
		3,396,996)		3,616,744)	1.76)
		14,319) 27,996) (7,358) 5,205) 3,664,806) (119,863)		70,285) -0 (14,683) (51,483) 1,181,950) 347,751)	0.03) -0 (0.01) (0.03) 0.58) 0.18)
		3,585,105)		1,533,820)	0.75)
		6,982,101)		5,150,564)	2.51)
		1,640,955) 1,756,041)		2,049,513) 1,567,231)	1.00) 0.76)
		3,396,996)		3,616,744)	1.76)
		3,389,212) 3,592,889)		2,866,570) 2,283,994)	1.40) 1.11)
		$6,982,101)		$5,150,564)	2.51)
		$2.27)		$2.84)
		$2.27)		$2.84)
		$2.27)		$2.83)
		1,669,671)		2,072,955)
		2.18)		2.71)

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

• 24 -

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2017 and 2016

UNIT：NTD (In Thousands)

			UNIT：NTD(In Thousands)
Summary		Stockholders' equity	of Parent Company Non-controlling interests Total equity EquityAdjustments Treasury Stocks Subtotal Exchange differences on translation of foreign operations Unrealized gain or loss on available-for-sale financial assets Other
	Common stock Capital surplus	Retained Earnings
		Legal reserve Special reserve Unappropriated retained earnings
Balance on January 1, 2016 Appropriation and distribution of retained earnings 2015 Legal reserve Special reserve Cash dividends Stock dividend Effect of change in ratio of shareholding in investees Effects of change in unappropriated retained earnings of investees Effects of change in capital surplus of investees Amortization of compensation cost of investees Net profit for the year 2016 Other comprehensive income for the year 2016, net of tax Dividends distributed to subsidiaries by parent Changes in non-controlling interests Amortization of compensation cost of restricted stock Restricted stock cancellation	$6,813,409) $965,886) -0 -0 -0 -0 -0 -0 340,670) -0 -0 21,790) -0 -0 -0 21,177) -0 -0 -0 -0 -0 -0 -0 23,442) -0 -0 -0 -0 (90) (113)	$1,562,230) $744,776) $4,142,859) 147,472) -0 (147,472) -01,346,398) (1,346,398) -0 -0 (408,804) -0 -0 (340,670) -0 -0 -0 -0 -0 (262) -0 -0 -0 -0 -0 -0 -0 -0 2,049,513) -0 -0 66,844) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$25,974) $(2,132,066) $3,585) $(532,672) $11,593,981) $17,086,129)$28,680,110) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (408,804) -0 (408,804) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 21,790) -0 21,790) -0 -0 -0 -0 (262) -0 (262) -0 -0 -0 -0 21,177) -0 21,177) -0 -0 921) -0 921) -0 921) -0 -0 -0 -0 2,049,513) 1,567,231) 3,616,744) (39,799) 790,012) -0 -0 817,057) 716,763) 1,533,820) -0 -0 -0 -0 23,442) -0 23,442) -0 -0 -0 -0 -0 73,215) 73,215) -0 -0 558) -0 558) -0 558) -0 -0 203) -0 -0 -0 -0
Balance on December 31, 2016 Appropriation and distribution of retained earnings 2016 Legal reserve Special reserve Cash dividends Stock dividend Effect of change in ratio of shareholding in investees Effects of change in unappropriated retained earnings of investees Effects of change in capital surplus of investees Amortization of compensation cost of investees Net profit for the year 2017 Other comprehensive income for the year 2017, net of tax Dividends distributed to subsidiaries by parent Changes in non-controlling interests Amortization of compensation cost of restricted stock Restricted stock cancellation	$7,153,989) $1,032,182) -0 -0 -0 -0 -0 -0 500,778) -0 -0 (54,411) -0 -0 -0 6,597) -0 -0 -0 -0 -0 -0 -0 28,716) -0 -0 -0 -0 (150) (188)	$1,709,702)$2,091,174) $4,015,610) 204,951) -0 (204,951) -0 (866,857) 866,857) -0 -0 (500,779) -0 -0 (500,778) -0 -0 (72,267) -0 -0 (1,219) -0 -0 -0 -0 -0 -0 -0 -0 1,640,955) -0 -0 27,996) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$(13,825) $(1,342,054) $5,267) $(532,672) $14,119,373) $19,443,338)$33,562,711) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (500,779) -0 (500,779) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (126,678) -0 (126,678) -0 -0 -0 -0 (1,219) -0 (1,219) -0 -0 -0 -0 6,597) -0 6,597) -0 -0 396) -0 396) -0 396) -0 -0 -0 -0 1,640,955) 1,756,042) 3,396,997) 7,384) 1,712,877) -0 -0 1,748,257) 1,836,847) 3,585,104) -0 -0 -0 -0 28,716) -0 28,716) -0 -0 -0 -0 -0 899,242) 899,242) -0 -0 397) -0 397) -0 397) -0 -0 338) -0 -0 -0 -0
Balance on December 31, 2017	$7,654,617) $1,012,896)	$1,914,653)$1,224,317) $5,271,424)	$(6,441) $370,823)$6,398) $(532,672) $16,916,015) $23,935,469)$40,851,484)

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

• 25 -

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2017 and 2016

		UNIT：NTD (In Thousands)
Items Cash flows from operating activities Profit(loss) before income tax Adjusted items: Income and expenses having no effect on cash flows Gain on reversal of allowance for doubtful accounts Depreciation Net changes in provisions for insurance Amortization Net gains (losses) on financial assets (liabilities) at fair value through profit or loss Net gains (losses) on available-for-sale financial assets Net gains (losses) on financial assets measured at cost Net gains (losses) on held-to-maturity financial assets Impairment loss Interest expense Interest income Net changes in foreign exchange valuation reserve Share of profit of associates and join ventures accounted for using equity method Loss(gain) on disposal and retirement of property, plant and equipment Expense transferred from property, plant and equipment Unrealized foreign exchange gain or loss Compensation cost of share-based payment Loss on liquidation Net cash generated from Income and expenses having no effect on cash flows Changes in current assets and liabilities related to operating activities Changes in current assets related to operating activities (Increase)decrease in financial assets at fair value through profit or loss (Increase)decrease in accounts receivable (Increase)decrease in inventories (Increase)decrease in prepayments (Increase)decrease in other current assets (Increase)decrease in reinsurance contract assets (Increase)decrease in other non-current assets Net cash generated from changes in current assets related to operating activities Changes in current liabilities related to operating activities Increase(decrease) in account payable Increase(decrease) in other non-current liabilities Increase(decrease) in other Net cash generated from changes in current liabilities related to operating Net cash generated from changes in current assets and liabilities related to Sub-total Cash flows from operating activities Interest received Dividends received Interest paid Income taxes refund (paid) Net cash generated from (used in) operating activities Cash flows from investing activities (Increase)decrease in bills discounted and loans Acquisition of Available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Proceeds from return of capital on liquidation of available-for-sale financial assets Acquisition of Investment in debt instrument without active market Proceeds from disposal of investment in debt instrument without active market Proceeds from repayments of investment in debt instrument without active market Acquisition of financial assets measured at cost Proceeds from disposal of financial assets measured at cost Acquisition of Held-to-maturity financial assets Acquisition of Investments accounted for using equity method Acquisition of subsidiary(s) and assets of other company, net of cash Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in prepayments for equipment Acquisition of intangible assets Increase(decrease) in refundable deposits Net cash generated from (used in) investing activities Cash flows from (used in) financing activities Increase(decrease) in short-term borrowings Increase(decrease) in Short-term notes and bills payable Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in Preferred stock liabilities Cash dividends paid Issuance of bonds payable Increase(decrease) in guarantee deposits received Increase(decrease) in non controlling interests Net cash generated from (used in) financing activities Effect of exchange rate Net increase(decrease)in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at the end of year	2017 $3,824,660 (55,877) 1,026,620 101,378,555 130,167 (21,505,702) (6,731,323) (14,994) (2,167,017) 7,749 451,105 (29,570,712) (895,933) (197,786) (18,052) 3,027 38,990,446 37,592 -- 80,867,865 12,478,076 (129,463) 177,826 (194,027) (5,202) 11,796 257,902 12,596,908 (1,286,563) (819,301) (14,940,807) (17,046,671) (4,449,763) 76,418,102 20,194,120 2,466,814 (580,488) 11,602 102,334,810 825,365 (174,751,610) 201,251,166 -- (131,868,318) 27,300,756 25,541,714 (20,494) 97,730 (48,009,840) -- -- (830,592) 85,974 22,811 (101,607) 30,106 (100,426,839) (65,047) 764,000 58,454,000 (58,179,000) -- (471,853) -- 680,858 724,428 1,907,386 14,760 3,830,117 58,487,469 $62,317,586	2016
		$3,770,725 17,159 955,477 95,609,867 138,591 (4,495,329) (5,934,619) (25,393) (151,651) 241,234 440,391 (26,136,992) (407,645) (140,386) 6,057 1,529 14,239,256 2,783 3,302
		74,363,631
		(470,491) (678,173) (318,468) (101,429) 10,208 (9,025) (164,510)
		(1,731,888)
		2,099,362 212,101 (3,994,473)
		(1,683,010)
		(3,414,898)
		70,948,733
		18,079,825 1,778,685 (365,928) (75,277)
		94,136,763
		(3,208,017) (161,025,351) 205,012,396 2,796 (186,091,604) 5,771,943 65,807,849 (207,500) 70,541 (39,510,447) (30,000) (20,075) (1,289,076) 10,064 (66,986) (74,900) 73,513
		(114,774,854)
		-- 182,000 41,190,000 (41,138,000) (1,692,591) (385,191) 2,500,000 25,816 150,984
		833,018
		(39,144) (19,844,217) 78,331,686
		$58,487,469

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

• 26 -

Attachment 4

Mercuries & Associates Holding, Ltd.

2017 Earnings Distribution Table

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
	Subtotal	Total
Beginningretained earnings		3,675,959,373
Add: changes in undistributed income in investment targets(Note 1)	(45,490,450)
Add: reversal of special earnings reserve(Note 2)	910,324,042
Add: netprofit after tax in thisperiod	1,640,954,598
Distributable earnings		6,181,747,563
Minus: reportingstatutorysurplus reserve	(164,095,460)
distributable items
shareholders Dividend: Cash(NT$0.8per share) (Note 2)	(612,369,399)
: Shares(NT$0.8per share) (Note 2)	(612,369,390)
Unappropriated retained earnings		4,792,913,314

Note 1: changes in undistributed income in investment targets refers to actuarial loss or profit resulting from confirmation of welfare plan and change in ownershipercentage. Note 2: earnings in 2017 will be distributed first to shareholders as dividend.

• 27 -

Attachment 5

Mercuries & Associates Holding, Ltd. Comparison Table for the Rules and Procedures of Board of Director Meetin s Before and After Amendment g

After the Amendment

Before the Amendment

Description The Audit Committee has been established, so the existing supervisor system is canceled.

Article 2:

Article 2:

A board of director meeting shall be A board of director meeting shall be Committee has notified to each Director ~~and~~ notified to each Director and been established, so ~~Supervisor~~ at least seven days in Supervisor at least seven days in the existing advance. The notice shall specify the advance. The notice shall specify the supervisor system place and time of the board of director place and time of the board of is canceled. meeting and the reasons for calling director meeting and the reasons for the board of director meeting. In calling the board of director meeting. emergency circumstances, however, a In emergency circumstances, meeting may be called on shorter however, a meeting may be called on notice. Directors shall not raise any shorter notice. Directors shall not objections if they are notified of a raise any objections if they are board of director meeting within notified of a board of director seven days in advance. The notice set meeting within seven days in forth in this Article may be effected by advance. The notice set forth in this means of electronic transmission, after Article may be effected by means of obtaining the prior consent from the electronic transmission, after recipients thereof. obtaining the prior consent from the recipients thereof. Article 3: Article 3: The expression of (Paragraphs 1 to 3 are omitted.) (Paragraphs 1 to 3 are omitted.) this paragraph is A director of the opinion that the A director of the opinion that the slightly amended. pre-meeting materials provided are pre-meeting materials provided are insufficiently comprehensive may insufficiently comprehensive may request the agenda working group to request the agenda working group to supplement the materials ~~, and the~~ supplement the materials, and the ~~agenda working group shall not~~ agenda working group shall not ~~refuse.~~ If a director is of the opinion refuse. If a director is of the opinion that materials concerning any that materials concerning any proposal are insufficient in content, proposal are insufficient in content, ~~he/she may propose postponing the~~ he/she may propose postponing the ~~deliberation of such proposal to t~~ he deliberation of such proposal to the deliberation of such proposal may be Board of Directors. postponed by a resolution of the Board of Directors.

• 28 -

	After the Amendment	Before the Amendment	Description
	Article 5: (Paragraph 1 is omitted.) When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the vice Chairman shall represent in place of the Chairman; ifthere is no vice Chairman or the vice Chairman is also on leave or for any reason unable to exercise the power of the vice Chairman, the Chairman shall appoint one of the Directors to represent as the Chairman. Where the Chairman does not make such a designation, the Directors shall elect one person from among themselves to represent as the Chairman. (Paragraphs 3 to 5 are omitted.) ~~Supervisors of the Company may~~ ~~attend the meeting of the Board of~~ ~~Directors to express their opinions;~~ ~~however, they are not allowed to vote.~~	Article 5: (Paragraph 1 is omitted.) When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the vice Chairman shall represent in place of the Chairman; if the vice Chairman is also on leave or for any reason unable to exercise the power of the vice Chairman, the Chairman shall appoint one of the Directors to represent as the Chairman. Where the Chairman does not make such a designation, the Directors shall elect one person from among themselves to represent as the Chairman. (Paragraphs 3 to 5 are omitted.) Supervisors of the Company may attend the meeting of the Board of Directors to express their opinions; however, they are not allowed to vote.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 6-2: The Company shall submit the following items for discussion by the Board of Directors: 1. (Omitted) 2. (Omitted) 3. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system . 4. (Omitted) 5. (Omitted) 6. (Omitted) 7. (Omitted) 8. (Omitted) (Paragraphs 2 to 4 are omitted.) ~~If the Company has independent~~ ~~Directors,~~ ~~A~~t least one independent	Article 6-2: The Company shall submit the following items for discussion by the Board of Directors: 1. (Omitted) 2. (Omitted) 3. Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act. 4. (Omitted) 5. (Omitted) 6. (Omitted) 7. (Omitted) 8. (Omitted) (Paragraphs 2 to 4 are omitted.) If the Company has independent Directors, each independent director shall attend in person any meeting concerninga matter that requires a	This article is amended in accordance with the amendment to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies: 1. Considering the assessment of the effectiveness of the internal control system within the authority of the Audit Committee,as
	~~ecos,~~

• 29 -

After the Amendment director shall attend each board of director meeting in person; ~~each~~ all independent directors shall attend in person any board of director meeting concerning a matter that requires a resolution by the Board of Directors under ~~Article 14-3 of the Securities and Exchange Act,~~ Paragraph 1. When an independent director is unable to attend, he or she or shall appoint another independent director to attend as his or her proxy. If an independent director objects to or expresses reservations about the matter, it shall be recorded in the Board meeting minutes; an independent director intending to express any objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Before the Amendment

resolution by the Board of Directors under Article 14-3 of the Securities and Exchange Act, or shall appoint another independent director to attend as his or her proxy. If an independent director objects to or expresses reservations about the matter, it shall be recorded in the Board meeting minutes; an independent director intending to express any objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Description prescribed in Article 14-5 of the Securities and Exchange Act, is also a significant matter that shall be proposed to the Board for discussion, it is added to Subparagraph 3, Paragraph 1. 2. To clarify the authority of independent Directors and further improve their participation in the Board of Directors, Paragraph 5 is amended to stipulate that at least one independent director shall attend each board of director meeting in person; each independent director shall attend in person any board of director meeting concerning a

• 30 -

After the Amendment	Before the Amendment	Description
		matter that shall be proposed to the Board of Directors for resolution under Paragraph 1, or shall appoint another independent director to attend as his or herproxy.
Article 7: Minutes shall be prepared of the discussions at board of director meetings. The meeting minutes shall record the following: 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. (Omitted) 5. (Omitted) 6. (Omitted) 7. Discussion items: the method of resolution and the result for each proposal; a summary of the comments made by Directors, ~~Supervisors,~~ experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of Article 10, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated	Article 7: Minutes shall be prepared of the discussions at board of director meetings. The meeting minutes shall record the following: 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. (Omitted) 5. (Omitted) 6. (Omitted) 7. Discussion items: the method of resolution and the result for each proposal; a summary of the comments made by Directors, Supervisors, experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of Article 10, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated	The Audit Committee has been established, so the existing supervisor system is canceled.

• 31 -

After the Amendment

in writing; and any opinion issued in writing by an independent director under Paragraph 2, Article 7.

1. Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by Directors, ~~Supervisors,~~ experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of Article 10, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing. 9. Other matters required to be recorded. The attendance book constitutes a part of the minutes of each board of director meeting and shall be preserved permanently. The production and distribution of the meeting minutes referred to in Paragraph 1 may be done in an electronic form. Any resolutions passed at a meeting of the Board of Directors shall be stated in the meeting minutes. The minutes of a board of director meeting shall bear the signature or seal of both the chairperson and the minute taker; a copy of the minutes shall be distributed to each Directo ~~r, Supervisor,~~ and attendant within 20 days after the meeting and

Before the Amendment Description

in writing; and any opinion issued in writing by an independent director under Paragraph 2, Article 7.

1. Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by Directors, Supervisors, experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of Article 10, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing. 9. Other matters required to be recorded. The attendance book constitutes a part of the minutes of each board of director meeting and shall be preserved permanently. The production and distribution of the meeting minutes referred to in Paragraph 1 may be done in an electronic form. Any resolutions passed at a meeting of the Board of Directors shall be stated in the meeting minutes. The minutes of a board of director meeting shall bear the signature or seal of both the chairperson and the minute taker; a copy of the minutes shall be distributed to each Director, Supervisor, and attendant within 20

2. 32 -

	After the Amendment	Before the Amendment	Description
	permanently preserved by the Company.	days after the meeting and permanently preserved by the Company.
	Article 8: In case of any disputes over proposals at a board of director meeting, they shall be fully discussed by the Directors and put to voting by the chairperson. ~~Any matter about which an~~ ~~independent director expresses an~~ ~~objection or reservation that has been~~ ~~included in records or st~~ ~~ated in~~ ~~writing in relation to a resolution~~ ~~passed at a meeting of the Board of~~ ~~Directors shall be stated in the~~ ~~meeting minutes and within two days~~ ~~of the meeting be published on an~~ ~~information reporting website~~ ~~designated by the authority in charge.~~ Any of the following matters in relation to a resolution passed at a board of director meeting shall be stated in the meeting minutes and within two days of the meeting be published on the Market Observation Post System designated by the Financial Supervisory Commission: 1. Any matter about which an independent director expresses dissenting or qualified opinions that have been included in records or stated in writing. 2. Any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all Board Directors.	Article 8: In case of any disputes over proposals at a board of director meeting, they shall be fully discussed by the Directors and put to voting by the chairperson. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing in relation to a resolution passed at a meeting of the Board of Directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the authority in charge.	The expression is slightly amended.
	1.
	2.

• 33 -

Attachment 6

Mercuries & Associates Holding, Ltd. Comparison Table for the Corporate Governance Best Practice Principles Before and After Amendment

	After the Amendment	Before the Amendment	Description
	Article 2 When setting up a corporate governance system, in addition to complying with relevant laws, regulations, articles of incorporation, contracts signed with the TWSE or TPEx, and other relevant regulations, the Company shall follow the following principles: 1. Ensure shareholders’ rights and interests. 2. Improve the function of the Board of Directors. 3. Fulfill the function of~~Supervisors~~ the Audit Committee . 4. Respect stakeholders’ rights and interests. 5. Improve information transparency.	Article 2 When setting up a corporate governance system, in addition to complying with relevant laws, regulations, articles of incorporation, contracts signed with the TWSE or TPEx, and other relevant regulations, the Company shall follow the following principles: 1. Ensure shareholders’ rights and interests. 2. Improve the function of the Board of Directors. 3. Fulfill the function of Supervisors. 4. Respect stakeholders’ rights and interests. 5. Improve information transparency.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 3 (Paragraph 1 is omitted.) The adoption or amendment of the internal control system ofthe Company shall besubject to the consent of one-half or more of all members of the Audit Committee and submitted to the Board of Directors for approval~~unless an~~ ~~approval has been obtained from the~~ ~~authority in charge~~ ~~.~~When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of a board of director meeting. The Company shall perform self-assessments of the internal	Article 3 (Paragraph 1 is omitted.) The adoption or amendment of the internal control system shall be submitted to the Board of Directors for approval by resolution unless an approval has been obtained from the authority in charge. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of a board of director meeting. The Company shall perform self-assessments of the internal	The Audit Committee has been established, so the existing supervisor system is canceled; in addition, Paragraph 4 is added. There is an addition to Paragraph 3 in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

• 34 -

	After the Amendment	Before the Amendment	Description
	control system. The Board of Directors and management shall review the results of self-assessments performed by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee~~or Supervisors~~ shall also attend to and supervise these matters.The Company shall establish channels and mechanisms of communication between the independent Directors, the Audit Committee, and chief internal auditors. Directors shall periodically hold discussions with their internal auditors about reviews of internal control system deficiencies. A record of the discussions shall be kept, and the discussions shall be followed up, improvements implemented, and a report submitted to the Board of Directors. The assessment of the effectiveness of the internal control system shall be subject to the consent of one-half or more of all members of the Audit Committee and submitted to the Board of Directors for approval. (The followingis omitted.)	control system. The Board of Directors and management shall review the results of self-assessments performed by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee or Supervisors shall also attend to and supervise these matters. (The following is omitted.)
	Article 3-1 (Paragraph 1 is omitted.) The corporate governance affairs mentioned in the preceding paragraph include at least the following items: 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. Furnish information required for business execution by Directors ~~and Supervisors~~ ~~,~~and update them	Article 3-1 (Paragraph 1 is omitted.) The corporate governance affairs mentioned in the preceding paragraph include at least the following items: 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. Furnish information required for business execution by Directors and Supervisors,and update them	The Audit Committee has been established, so the existing supervisor system is canceled.

• 35 -

After the Amendment

on developments of laws and regulations relating to the operation of the Company in order to assist them with legal compliance.

1. (Omitted)

2. (Omitted)

Article 6

The Board of Directors of the Company shall properly arrange the agenda items and procedures for shareholders' meetings, and formulate the principles and procedures for shareholders' nominations of Directors ~~and Supervisors~~ and submissions of shareholder proposals. The Board of Directors shall also properly handle the proposals duly submitted by shareholders. Arrangements shall be made to hold shareholders' meetings at a convenient location, with sufficient time allowed and sufficient numbers of suitable employees assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements. For a shareholders' meeting called by the Board of Directors, it is advisable that the Chairman of the Board chair the meeting, that a majority of the Directors (including at least one independent director) ~~and at least one supervisor~~ attend in person, and that at least one member of each

Before the Amendment

on developments of laws and regulations relating to the operation of the Company in order to assist them with legal compliance.

1. (Omitted)

2. (Omitted)

Article 6

The Board of Directors of the Company shall properly arrange the agenda items and procedures for shareholders' meetings, and formulate the principles and procedures for shareholders' nominations of Directors and Supervisors and submissions of shareholder proposals. The Board of Directors shall also properly handle the proposals duly submitted by shareholders. Arrangements shall be made to hold shareholders' meetings at a convenient location, with sufficient time allowed and sufficient numbers of suitable employees assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements. For a shareholders' meeting called by the Board of Directors, it is advisable that the Chairman of the Board chair the meeting, that a majority of the Directors (including at least one independent director) and at least one supervisor attend in person, and that at least one member of each

Description

The Audit Committee has been established, so the existing supervisor system is canceled.

• 36 -

	After the Amendment	Before the Amendment	Description
	functional committee attend as representative. Attendance details shall be recorded in the shareholders meetingminutes.	functional committee attend as representative. Attendance details shall be recorded in the shareholders meetingminutes.
	Article 7 (Paragraph 1 is omitted.) The Company that employs electronic voting at a shareholders' meeting is advised to avoid raising extraordinary motions and amendments to original proposals, and is advised to adopt a candidate nomination system for the election of Director~~s~~ ~~and Supervisors~~ . (The followingis omitted.)	Article 7 (Paragraph 1 is omitted.) The Company that employs electronic voting at a shareholders' meeting is advised to avoid raising extraordinary motions and amendments to original proposals, and is advised to adopt a candidate nomination system for the election of Directors and Supervisors. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 8 The Company shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting in the minutes of the shareholders' meeting in accordance with the Company Act and related laws and regulations. With respect to the election of Directors ~~and~~ ~~Supervisors~~ ~~,~~the method of voting adopted therefore and the total number of votes for the elected Directors~~or Supervisors~~ shall be recorded on the meeting minutes. (The followingis omitted.)	Article 8 The Company shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting in the minutes of the shareholders' meeting in accordance with the Company Act and related laws and regulations. With respect to the election of Directors and Supervisors, the method of voting adopted therefore and the total number of votes for the elected Directors or Supervisors shall be recorded on the meeting minutes. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 11 Shareholders shall be entitled to profit distributions by the Company. To ensure the investment interests of shareholders, the shareholders' meeting may, pursuant to Article 184 of the Company Act, examine the statements and booksprepared and	Article 11 Shareholders shall be entitled to profit distributions by the Company. To ensure the investment interests of shareholders, the shareholders' meeting may, pursuant to Article 184 of the Company Act, examine the statements and booksprepared and	The Audit Committee has been established, so the existing supervisor system is canceled.

• 37 -

After the Amendment	Before the Amendment	Description
submitted by the Board of Directors and the reports submitted by the Audit Committe~~e~~ ~~or Supervisors~~ , and may decide profit distributions and deficit off-setting plans by resolution. To proceed with the above examination, the shareholders' meeting may appoint an inspector. The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records and assets of the Company. The Board of Directors, the Audit Committee ~~or Supervisors~~ , and managers of the Company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without any obstruction, rejection or circumvention.	submitted by the Board of Directors and the reports submitted by the Audit Committee or Supervisors, and may decide profit distributions and deficit off-setting plans by resolution. To proceed with the above examination, the shareholders' meeting may appoint an inspector. The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records and assets of the Company. The Board of Directors, Audit Committee or Supervisors, and managers of the Company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without any obstruction, rejection or circumvention.
Article 13 (Paragraph 1 is omitted.) The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholders' rights and interests were damaged by a resolution adopted at a shareholders' meeting or a board of director meeting in violation of applicable laws, regulations, or the Company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company's articles of incorporation by any Director~~s, Supervisors~~ or managers in performing their duties. (The followingis omitted.)	Article 13 (Paragraph 1 is omitted.) The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholders' rights and interests were damaged by a resolution adopted at a shareholders' meeting or a board of director meeting in violation of applicable laws, regulations, or the Company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company's articles of incorporation by any Directors, Supervisors or managers in performing their duties. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
Article 18	Article 18	The Audit

• 38 -

After the Amendment

Before the Amendment

Description Committee has been established, so the existing supervisor system is canceled.

After the Amendment	Before the Amendment	Description
A corporate shareholder having controlling power over the Company shall comply with the following provisions: 1. (Omitted) 2. Its representative shall follow the rules implemented by TWSE/TPEx listed companies with respect to the exercise of rights and participation of resolution, so that at a shareholders' meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a directo~~r~~ ~~or supervisor~~ . 3. It shall comply with relevant laws, regulations and the articles of incorporation of the Company in nominating Directors ~~or~~ ~~Supervisors~~ and shall not act beyond the authority granted by the shareholders' meeting or board of director meeting. 4. (Omitted) 5. (Omitted) 6. The representative that is designated when a corporate shareholder has been elected as a directo~~r~~ ~~or supervisor~~ shall meet the Company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.	A corporate shareholder having controlling power over the Company shall comply with the following provisions: 1. (Omitted) 2. Its representative shall follow the rules implemented by TWSE/TPEx listed companies with respect to the exercise of rights and participation of resolution, so that at a shareholders' meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director or supervisor. 3. It shall comply with relevant laws, regulations and the articles of incorporation of the Company in nominating Directors or Supervisors and shall not act beyond the authority granted by the shareholders' meeting or board of director meeting. 4. (Omitted) 5. (Omitted) 6. The representative that is designated when a corporate shareholder has been elected as a director or supervisor shall meet the Company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.	Committee has been established, so the existing supervisor system is canceled.
Article 24 The Company shall appoint independent Directors in accordance with the articles of incorporation. Theyshall be not less than~~two~~ ~~t~~hree	Article 24 The Company shall appoint independent Directors in accordance with the articles of incorporation. Theyshall be not less than two in	The Audit Committee has been established, so the existing supervisor system

• 39 -

	After the Amendment	Before the Amendment	Description
	in number and not less than one-fifth of the total number of the Directors. (Paragraph 2 is omitted.) The Company shall adopt a candidate nomination system for election of independent Directors according to Article 192-1 of the Company Act and expressly stipulate such a system in the articles of incorporation. The shareholders shall elect independent Directors from among the nominees listed in the roster of independent director candidates. Independent and non-independent Directors shall be elected at the same time but on separate ballots pursuant to Article 198 of the Company Act. (The followingis omitted.)	number and not less than one-fifth of the total number of the Directors. (Paragraph 2 is omitted.) The Company shall adopt a candidate nomination system for election of independent Directors and expressly stipulate such a system in the articles of incorporation. The shareholders shall elect independent Directors from among the nominees listed in the roster of independent director candidates. Independent and non-independent Directors shall be elected at the same time but on separate ballots pursuant to Article 198 of the Company Act. (The following is omitted.)	is canceled; in addition, the number of independent Directors is clarified.
	Article 25 The Company shall submit the following matters to the Board of Directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the board of director meeting: 1. (Omitted) 2. (Omitted) 3. Matters bearing on the personal interest of a directo~~r~~ ~~or a~~ ~~supervisor~~ ~~.~~ (The followingis omitted.)	Article 25 The Company shall submit the following matters to the Board of Directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the board of director meeting: 1. (Omitted) 2. (Omitted) 3. Matters bearing on the personal interest of a director or a supervisor. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 26 (Paragraphs 1 and 2 are omitted.) When the Company, under its articles of incorporation, or by resolution of its shareholders' meeting,or byorder of the authority	Article 26 When the Company, under its articles of incorporation, or by resolution of its shareholders' meeting, or by order of the authority in charge,sets aside a certain	The Audit Committee has been established, so the existing supervisor system is canceled.

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After the Amendment

in charge, sets aside a certain proportion of earnings as special reserve, such allocation shall be made after the allocation of legal reserve and before the distribution of directo ~~r, supervisor,~~ and employee compensations, and the Company shall provide in the articles of incorporation the method to be adopted for distributing earnings when reversal of the special reserve is added to the undistributed

Before the Amendment

proportion of earnings as special reserve, such allocation shall be made after the allocation of legal reserve and before the distribution of director, supervisor, and employee compensations, and the Company shall provide in the articles of incorporation the method to be adopted for distributing earnings when reversal of the special reserve is added to the undistributed earnings.

Description

earnings.

Article 28

The Compan ~~y shall establish either an Audit Committee or a supervisor. The Company'~~ s Audit Committee ~~shall be~~ is composed of the entire number of independent Directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.

~~If the Company has established an Audit Committee, tT~~ he provisions regarding Supervisors in the Securities and Exchange Act, the Company Act, other laws and regulations, and these Principles shall apply mutatis mutandis to the Audit Committee.

~~If the Company has established an Audit Committee, A~~ rticle 25 herein does not apply to the following matters, which shall be subject to the consent of at least one half of all members of the Audit Committee and be submitted to the Board of Directors for resolution: (The following is omitted.)

Article 28

The Company shall establish either an Audit Committee or a supervisor. The Audit Committee shall be composed of the entire number of independent Directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. If the Company has established an Audit Committee, the provisions regarding Supervisors in the Securities and Exchange Act, the Company Act, other laws and regulations, and these Principles shall apply mutatis mutandis to the Audit Committee.

If the Company has established an Audit Committee, Article 25 herein does not apply to the following matters, which shall be subject to the consent of at least one half of all members of the Audit Committee and be submitted to the Board of Directors for resolution: (The following is omitted.)

The Audit Committee has been established, so the existing supervisor system is canceled.

• 41 -

After the Amendment

Article 28-1

(Paragraph 1 is omitted.) The Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the Board of Directors. ~~However, recommendations for the remuneration of Supervisors may be submitted for deliberation by the Board of Directors only when the Board of Directors is expressly authorized to handle the Supervisors' remuneration by the Company's articles of incorporation or by a resolution of the shareholders' meeting:~~

Before the Amendment Article 28-1 (Paragraph 1 is omitted.) The Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the Board of Directors. However, recommendations for the remuneration of Supervisors may be submitted for deliberation by the Board of Directors only when the Board of Directors is expressly authorized to handle the Supervisors' remuneration by the Company's articles of incorporation or by a resolution of the shareholders' meeting:

Description The Audit Committee has been established, so the existing supervisor system is canceled.

1. Prescribe and periodically review 1. Prescribe and periodically review the policies, systems, standards, the policies, systems, standards, and structures of the performance and structures of the evaluation and remuneration of performance evaluation and Director ~~s, Supervisors~~ and remuneration of Directors, managerial officers. Supervisors and managerial 2. Periodically evaluate and officers. prescribe the remuneration of 2. Periodically evaluate and Director ~~s, Supervisors,~~ and prescribe the remuneration of managerial officers. Directors, Supervisors, and When performing the official powers managerial officers. of the preceding paragraph, the When performing the official powers Remuneration Committee shall of the preceding paragraph, the follow the principles listed below: Remuneration Committee shall 1. With respect to the performance follow the principles listed below: evaluation and remuneration of 1. With respect to the performance Director ~~s, Supervisors~~ and evaluation and remuneration of managerial officers of the Directors, Supervisors and Company, the Remuneration managerial officers of the Committee shall refer to the Company, the Remuneration typical pay levels adopted by peer Committee shall refer to the companies, and take the typical pay levels adopted by peer reasonableness of the correlation companies, and take the

2. 42 -

After the Amendment	Before the Amendment	Description
between remuneration and individual performance, the Company's business performance, and future risk exposure into consideration. (The following is omitted.)	reasonableness of the correlation between remuneration and individual performance, the Company's business performance, and future risk exposure into consideration. (The followingis omitted.)
Article 29 (Paragraphs 1 to 3 are omitted.) The Company shall select a professional, responsible, and independent CPA to perform regular reviews of financial conditions and internal control measures of the Company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent Directors~~, Supervisors~~ or Audit Committee, and CPA, and to incorporate procedures for that purpose into the Company's internal control system for management purposes. (The followingis omitted.)	Article 29 (Paragraphs 1 to 3 are omitted.) The Company shall select a professional, responsible, and independent CPA to perform regular reviews of financial conditions and internal control measures of the Company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent Directors, Supervisors or Audit Committee, and CPA, and to incorporate procedures for that purpose into the Company's internal control system for management purposes. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
Article 30 It is advisable that the Company engages a professional and competent legal counsel to provide adequate legal consultation services to the Company, or to assist the Director~~s, the Supervisors~~ and the management to improve their knowledge of the law,for the	Article 30 It is advisable that the Company engages a professional and competent legal counsel to provide adequate legal consultation services to the Company, or to assist the Directors, the Supervisors and the management to improve their knowledge of the law,for the	The Audit Committee has been established, so the existing supervisor system is canceled.

• 43 -

After the Amendment	Before the Amendment	Description
purposes of preventing any infraction of laws or regulations by the Company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures. When, as a result of performing their lawful duties, Director~~s, Supervisors~~ or the management are involved in litigation or a dispute with shareholders, the Company shall retain a legal counsel to provide assistance as circumstances require. (The followingis omitted.)	purposes of preventing any infraction of laws or regulations by the Company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures. When, as a result of performing their lawful duties, Directors, Supervisors or the management are involved in litigation or a dispute with shareholders, the Company shall retain a legal counsel to provide assistance as circumstances require. (The followingis omitted.)
Article 31 The Board of Directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board of director meeting, a meeting notice which specifies the purposes of the meeting shall be sent to each Directo~~r~~ ~~and Supervisor~~ no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the Board of Directors. (The followingis omitted.)	Article 31 The Board of Directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board of director meeting, a meeting notice which specifies the purposes of the meeting shall be sent to each Director and Supervisor no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the Board of Directors. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
Article 34 (Paragraph 1 is omitted.) The minutes of the board of director meetings shall be signed by the chairperson and minute taker of the meetingand sent to each Director	Article 34 (Paragraph 1 is omitted.) The minutes of the board of director meetings shall be signed by the chairperson and minute taker of the meetingand sent to each Director	The Audit Committee has been established, so the existing supervisor system is canceled.

• 44 -

	After the Amendment	Before the Amendment	Description
	~~and Supervisor~~ within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the Company. (The followingis omitted.)	and Supervisor within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the Company. (The followingis omitted.)
	Article 38 If a resolution of the Board of Directors violates laws, regulations or the Company's articles of incorporation, at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of~~a supervisor~~ the Audit Committee to discontinue the implementation of the resolution, members of the Board of Directors shall take appropriate measures or discontinue the implementation of such a resolution as soon as possible. Upon discovering any likelihood that the Company would suffer material damage, members of the Board of Directors shall immediately report to the Audit Committee, an independent director of the Audit Committee~~, or a~~ ~~supervisor~~ in accordance with the foregoing paragraph.	Article 38 If a resolution of the Board of Directors violates laws, regulations or the Company's articles of incorporation, at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of a supervisor to discontinue the implementation of the resolution, members of the Board of Directors shall take appropriate measures or discontinue the implementation of such a resolution as soon as possible. Upon discovering any likelihood that the Company would suffer material damage, members of the Board of Directors shall immediately report to the Audit Committee, an independent director of the Audit Committee, or a supervisor in accordance with the foregoing paragraph.	The Audit Committee has been established, so the existing supervisor system is canceled.
	~~Chapter IV Empowering Supervisors~~	Chapter IV Empowering Supervisors (Omitted)	The Audit Committee has been established, so the existing supervisor system is canceled. The entire chapter is deleted.
	Chapter~~V~~ IV Respecting	Chapter V RespectingStakeholders'	The original

• 45 -

	After the Amendment	Before the Amendment	Description
	Stakeholders' Rights and Interests	Rights and Interests	Chapter IV (Empowering Supervisors) is deleted, so the chapter is rearranged.
	Article ~~51~~ 41 (Omitted)	Article 51 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
	Article~~52~~ 42 (Omitted)	Article 52 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
	Article~~53~~ 43 The Company shall establish channels of communication with employees and encourage employees to communicate directly with the management or Directors,~~or~~ ~~Supervisors,~~ ~~s~~o as to reflect employees' opinions about the management, financial conditions, and material decisions of the Company concerning employee welfare.	Article 53 The Company shall establish channels of communication with employees and encourage employees to communicate directly with the management, Directors, or Supervisors, so as to reflect employees' opinions about the management, financial conditions, and material decisions of the Company concerning employee welfare.	The Audit Committee has been established, so the existing supervisor system is canceled; the original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
	Article~~54~~ 44 (Omitted)	Article 54 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
	Chapter~~VI~~ V Improving Information Transparency	Chapter VI Improving Information Transparency	The original Chapter IV

• 46 -

After the Amendment	Before the Amendment	Description
		(Empowering Supervisors) is deleted, so the chapter is rearranged.
Article~~55~~ 45 (Omitted)	Article 55 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
Article~~56~~ 46 (Omitted)	Article 56 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
Article~~57~~ 47 (Omitted)	Article 57 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
Article~~58~~ 48 (Omitted)	Article 58 (Omitted)	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
Article~~59~~ 49 The Company shall disclose and update from time to time the following information on corporate governance in the fiscal year in accordance with laws and regulations and the rules of TWSE or TPE~~x~~ ~~(disclosure of Supervisors'~~	Article 59 The Company shall disclose and update from time to time the following information on corporate governance in the fiscal year in accordance with laws and regulations and the rules of TWSE or TPEx(disclosure of Supervisors'	The Audit Committee has been established, so the existing supervisor system is canceled; the original Chapter IV (Empowering

• 47 -

	After the Amendment	Before the Amendment	Description
	~~information is not required if an~~ ~~Audit Committee is set up by the~~ ~~Company)~~ ~~:~~ 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. (Omitted) 5. Composition, duties and independence of the Audit Committee ~~or Supervisors~~ . 6. (Omitted) 7. The remuneration paid to the Director~~s, Supervisors~~ ~~,~~president and vice presidents in the last two fiscal years, the analysis of the ratio of total remuneration to net profit after tax in the parent company only financial statements or individual financial statements, the policy, standard and package of remuneration payment, the procedure for the determination of remuneration and the connection with the operation performance and future risk. Under special individual circumstances, remuneration of individual Director~~s~~ ~~and Supervisors~~ shall be disclosed. 8. Progress of training of Directors ~~and Supervisors~~ ~~.~~ (The followingis omitted.)	information is not required if an Audit Committee is set up by the Company): 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. (Omitted) 5. Composition, duties and independence of the Audit Committee or Supervisors. 6. (Omitted) 7. The remuneration paid to the Directors, Supervisors, president and vice presidents in the last two fiscal years, the analysis of the ratio of total remuneration to net profit after tax in the parent company only financial statements or individual financial statements, the policy, standard and package of remuneration payment, the procedure for the determination of remuneration and the connection with the operation performance and future risk. Under special individual circumstances, remuneration of individual Directors and Supervisors shall be disclosed. 8. Progress of training of Directors and Supervisors. (The followingis omitted.)	Supervisors) is deleted, so the article is rearranged.
	Chapter~~VII~~ VI Supplementary Provisions	Chapter VII Supplementary Provisions	The original Chapter IV (Empowering Supervisors) is deleted, so the chapter is rearranged.
	Article~~60~~ 50 (Omitted)	Article 60 (Omitted)	The original Chapter IV

• 48 -

	After the Amendment	Before the Amendment	Description
			(Empowering Supervisors) is deleted, so the article is rearranged.
	Article~~61~~ 51	Article 61	The original Chapter IV (Empowering Supervisors) is deleted, so the article is rearranged.
	Article~~62~~ 52 These Principles were established on November 14, 2014. The first amendment was made on January 26, 2015. The second amendment was made on November 14, 2016. The third amendment was made on March 23, 2018.	Article 62 These Principles were established on November 14, 2014. The first amendment was made on January 26, 2015. The second amendment was made on November 14, 2016.	The number and date of the amendment hereto are added.

• 49 -

Attachment 7

Mercuries & Associates Holding, Ltd. Comparison Table for the Corporate Social Responsibility Best Practice Princi les Before and After Amendment p

	After the Amendment	Before the Amendment	Description
	Article 5 The Company shall abide by laws and regulations, take the development of domestic and international corporate social responsibility principles and the operation of the Company and of its respective business groups as a whole into consideration, and establish policies, systems or related guideline for corporate social responsibility, which shall be approved by the Board of Directors and then reported to the shareholders'meeting. When a shareholder proposes a motion involving corporate social responsibility, the Company's Board of Directors shall review and consider including it in the shareholders'meeting agenda.	Article 5 The Company shall abide by laws and regulations, take the development of domestic and international corporate social responsibility principles and the operation of the Company and of its respective business groups as a whole into consideration, and establish policies, systems or related guideline for corporate social responsibility, which shall be approved by the Board of Directors.	This article is slightly amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
	Article 11 The Company shall enhance training on corporate ethics and promote the awareness of matters prescribed in Article 10 for Directors~~,~~ ~~Supervisors,~~ and employees and set up a clear and effective reward and punishment system.	Article 11 The Company shall enhance training on corporate ethics and promote the awareness of matters prescribed in Article 10 for Directors, Supervisors, and employees and set up a clear and effective reward and punishment system.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 29 These Principles and amendments shall be implemented after the approval of the Board of Directors and submitted to the shareholders' meeting.	Article 29 These Principles and amendments shall be implemented after the approval of the Board of Directors.	This article is slightly amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM

• 50 -

	After the Amendment	Before the Amendment	Description
			Listed Companies.
	Article 37 These Principles were established on August 12, 2016. The first amendment was made on March 23, 2018.	Article 30 These Principles were established on August 12, 2016.	The number and date of the amendment hereto are added.

• 51 -

Attachment 8

Mercuries & Associates Holding, Ltd. Comparison Table for the Ethical Corporate Management Best Practice Princi les Before and After Amendment p

	After the Amendment	Before the Amendment	Description
	Article 2 (Paragraph 1 is omitted.) Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their Director~~s, Supervisors~~ ~~,~~managerial officers, employees or substantial controllers or other stakeholders.	Article 2 (Paragraph 1 is omitted.) Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their Directors, Supervisors, managerial officers, employees or substantial controllers or other stakeholders.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 7 The prevention programs adopted by the Company shall include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture,	Article 7 The prevention programs adopted by the Company shall include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.	Prevention programs are added in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	6.
	7.

• 52 -

		After the Amendment	Before the Amendment	Description
		provision, or sale of products and services.
	Article 23 These Principles shall be implemented afterthe Audit Committee and the Board of Directors gran~~ts~~ the approval, and shall be~~sent to the Supervisors and~~ reported at a shareholders' meeting. The same procedure shall be followed when these Principles have been amended. When these Principles are submitted to the Board of Directors for discussion, 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 director meeting. An independent director that cannot attend the board of director meeting in person to express objection or reservations shall provide a written opinion before the board of director meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of director meeting.		Article 23 These Principles shall be implemented after the Board of Directors grants the approval, and shall be sent to the Supervisors and reported at a shareholders' meeting. The same procedure shall be followed when these Principles have been amended.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 24 These Principles were established on November 14, 2014. The first amendment was made on March 23, 2018.		Article 24 These Principles were established on November 14, 2014.	The number and date of the amendment hereto are added.

• 53 -

Attachment 9

Mercuries & Associates Holding, Ltd. Comparison Table for the Codes of Ethical Conduct Before and After Amendment

	After the Amendment	Before the Amendment	Description
	Article 2 The Company's personnel referred to in these Codes shall mean Directors, ~~Supervisors,~~ ~~m~~anagerial officers and other employees of the Company. Managerial officers referred to in these Codes shall mean presidents, vice presidents, assistant vice president, managers or their equivalents. The Company's employees referred to in these Codes shall mean managerial officers and other employees of the Company.	Article 2 The Company's personnel referred to in these Codes shall mean Directors, Supervisors, managerial officers and other employees of the Company. Managerial officers referred to in these Codes shall mean presidents, vice presidents, assistant vice president, managers or their equivalents. The Company's employees referred to in these Codes shall mean managerial officers and other employees of the Company.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 3 The Company's personnel shall comply with all regulations and these Codes and pursue high-level compliance. The Company's Directors~~,~~ ~~Supervisors,~~ and managerial officers shall set as examples to employees and promote the implementation of these Codes.	Article 3 The Company's personnel shall comply with all regulations and these Codes and pursue high-level compliance. The Company's Directors, Supervisors, and managerial officers shall set as examples to employees and promote the implementation of these Codes.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 14 When a proposal at a given Board of Directors meeting in which Directors ~~and Supervisors~~ ~~o~~r the juristic person they represents are interested parties and they are likely prejudice the interest of the Company, the concerned person shall recuse himself or herself voluntarily or upon the resolution by the Board of Directors. When the Directors~~and Supervisors~~ believe that theycannot deal with	Article 14 When a proposal at a given Board of Directors meeting in which Directors and Supervisors or the juristic person they represents are interested parties and they are likely prejudice the interest of the Company, the concerned person shall recuse himself or herself voluntarily or upon the resolution by the Board of Directors. When the Directors and Supervisors believe that theycannot deal with	The Audit Committee has been established, so the existing supervisor system is canceled.

• 54 -

	After the Amendment	Before the Amendment	Description
	matters objectively or in favor of the Company, or the transaction or relationship concerned may cause a conflict of interest, the Directors shall state the same voluntarily and deal with or avoid the situation in a lawful manner. Where the Company’s Directors, ~~Supervisors,~~ ~~a~~nd managerial officers or their spouses, immediate families, relatives within the third degree of kinship and the entities in which they are employed participate in the Company’s business transactions, due to their positions and powers, they shall state the same voluntarily and deal with or avoid the situation in a lawful manner.	matters objectively or in favor of the Company, or the transaction or relationship concerned may cause a conflict of interest, the Directors and Supervisors shall state the same voluntarily and deal with or avoid the situation in a lawful manner. Where the Company’s Directors, Supervisors, and managerial officers or their spouses, immediate families, relatives within the third degree of kinship and the entities in which they are employed participate in the Company’s business transactions, due to their positions and powers, they shall state the same voluntarily and deal with or avoid the situation in a lawful manner.
	Article 20 At the workplace or during working hours, the Company's Directors~~,~~ ~~Supervisors~~ and managerial officers shall not force the Company's personnel to contribute to any political party, support any political party or candidate, or participate in otherpoliticalpartyactivities.	Article 20 At the workplace or during working hours, the Company's Directors, Supervisors and managerial officers shall not force the Company's personnel to contribute to any political party, support any political party or candidate, or participate in otherpoliticalpartyactivities.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 22 The Company’s Directors~~,~~ ~~Supervisors,~~ and managerial officers shall promote the awareness of ethics at any time and encourage the Company’s personnel to report any activity in violation of a law or regulation or these Codes which they discover or reasonably suspect pursuant to the relevant regulations; however, they are prohibited from framing any person. (The followingis omitted.)	Article 22 The Company’s Directors, Supervisors, and managerial officers shall promote the awareness of ethics at any time and encourage the Company’s personnel to report any activity in violation of a law or regulation or these Codes which they discover or reasonably suspect pursuant to the relevant regulations; however, they are prohibited from framing any person. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 23	Article 23	The Audit

• 55 -

After the Amendment

Before the Amendment

Description Committee has been established, so the existing supervisor system is canceled.

After the Amendment	After the Amendment	Before the Amendment	Description
	(Paragraphs 1 and 2 are omitted.) As to any directo~~r, supervisor~~ or managerial officers who violates these Codes and is held against laws upon a court's judgment in the first instance or upon resolution by the Company’s Board of Directors, and the Board of Directors renders discipline, the Company shall immediately disclose the title and the name of the violator, date and cause of the violation, violated provisions, and the actions taken on the Market Observation Post System (MOPS).	(Paragraphs 1 and 2 are omitted.) As to any director, supervisor or managerial officers who violates these Codes and is held against laws upon a court's judgment in the first instance or upon resolution by the Company’s Board of Directors, and the Board of Directors renders discipline, the Company shall immediately disclose the title and the name of the violator, date and cause of the violation, violated provisions, and the actions taken on the Market Observation Post System (MOPS).	Committee has been established, so the existing supervisor system is canceled.
	Article 24 The exemption of Directors~~,~~ ~~Supervisors,~~ and managerial officers shall be~~in compliance with~~ ~~the Code. It shall require a majority~~ ~~of the Directors in attendance at a~~ ~~meeting attended by two~~ ~~-~~ ~~thirds or~~ ~~more of the entire board, and shall~~ ~~have the consent o~~ ~~f more than~~ ~~three~~ ~~-~~ ~~fourths of all Directors present.~~ adopted by a resolution of the Board of Directors, and information on the title and name of exempted personnel, the date on which the Board of Directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption shall be disclosed without delay on the MOPS. ~~In the case of the preceding~~ ~~circumstance, the Company shall~~ ~~immediately report the title and~~ ~~name of exempted personnel, the~~ ~~date on wh~~ ~~ich the Board of Directors~~ ~~adopted the resolution for~~ ~~exemption, and theperiod of,~~	Article 24 The exemption of Directors, Supervisors, and managerial officers shall be in compliance with the Code. It shall require a majority of the Directors in attendance at a meeting attended by two-thirds or more of the entire board, and shall have the consent of more than three-fourths of all Directors present. In the case of the preceding circumstance, the Company shall immediately report the title and name of exempted personnel, the date on which the Board of Directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption.	The Audit Committee has been established, so the existing supervisor system is canceled; the expression of this article is slightly amended.

• 56 -

	After the Amendment	Before the Amendment	Description
	~~reasons for, and principles behind~~ ~~the application of the exemption.~~
	Article 25 These Codes shall be disclosed on the Company’s ~~internal and external~~ website, in its annual reports and prospectuses and on the MOPS. The same shall apply when these Codes are amended.	Article 25 These Codes shall be disclosed on the Company’s internal and external websites. The same shall apply when these Codes are amended.	The expression of this paragraph is slightly amended.
	Article 26 The Company’s personnel who violate these Codes shall be immediately~~reported to the~~ ~~Company and~~ disciplined pursuant to the relevant regulations.	Article 26 The Company’s personnel who violate these Codes shall be immediately reported to the Company and disciplined pursuant to the relevant regulations.	The expression of this paragraph is slightly amended.
	Article 27 These Codes and amendments shall be implemented after the approval of the Audit Committee and the resolution of the Board of Directors and reported to the shareholders' meeting.	Article 27 These Codes and amendments shall be implemented after the approval of the Board of Directors.	The Audit Committee has been established, so this article is amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies.

• 57 -

Attachment 10

Mercuries & Associates Holding, Ltd. Comparison Table for the Articles of Incorporation Before and After Amendment

Before	and After Amendment
After the Amendment	Before the Amendment
Chapter IV: Directors and~~Supervisors~~	Chapter IV: Directors and
Audit Committee	Supervisors

After the Amendment Before the Amendment Description Chapter IV: Directors and ~~Supervisors~~ Chapter IV: Directors and The Audit Audit Committee Supervisors Committee has been established, so the existing supervisor system is canceled. Article 17 Article 17 The number of Since the 19th Board of Directors, the Since the 19th Board of Directors, the independent Company has established a system of Company has established a system of Directors is 9 Board members (including ~~two to~~ 9 Board members (including two to stipulated. three Independent Directors), with a three Independent Directors), with a 3-year period of service. A nominee 3-year period of service. A nominee system is used, and shareholders will system is used, and shareholders will select from the list of nominees. select from the list of nominees. Reappointment is possible. In Reappointment is possible. In accordance with Securities and accordance with Securities and Exchange Act, the professional Exchange Act, the professional qualifications, shareholding qualifications, shareholding conditions, prohibitions in conditions, prohibitions in participation in other businesses, participation in other businesses, nomination and selection method as nomination and selection method as well as other items pertaining to the well as other items pertaining to the Company's Independent Directors, Company's Independent Directors, are handled in compliance with legal are handled in compliance with legal regulations. regulations. Article 18 Article 18 The expression of Formation of the Board of Directors: Formation of the Board of Directors: this paragraph is Two-thirds or more of the Directors Two-thirds or more of the Directors slightly amended. shall attend and more than 1/2 of all shall attend and more than 1/2 of all present Directors shall consent to the present Directors shall consent to the nomination of a Chairman of the nomination of a Chairman of the Board from within the Board Board from within the Board members to represent the Company members to represent the Company externally. The same principle shall externally. The same principle shall be used in nominating a Deputy be used in nominating a Deputy Chairman based on business needs. Chairman.

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After the Amendment

Before the Amendment

Description

After the Amendment	After the Amendment	Before the Amendment	Description
	Article 19 Board meetings shall be convened by the Chairman of the Board. Prior to convening a Board Meeting, each Directo~~r~~ ~~and Supervisor~~ shall be notified via print/fax/email, and the reason for the Board Meeting shall be stated clearly. Unless otherwise stated by law, resolution made in the Board Meeting shall be attended by at least one-half of all Directors, and consented by at least 1/2 of all present Directors. When a Director is absent, he/she shall appoint another Director to attend the meeting as proxy by providing a by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy. The proxy may only act on behalf of one Director. If a Board Meeting is conducted by video conference, the Directors partaking the video conference shall be recognized as having attended the meeting in person.	Article 19 Board meetings shall be convened by the Chairman of the Board. Prior to convening a Board Meeting, each Director and Supervisor shall be notified via print/fax/email, and the reason for the Board Meeting shall be stated clearly. Unless otherwise stated by law, resolution made in the Board Meeting shall be attended by at least one-half of all Directors, and consented by at least 1/2 of all present Directors. When a Director is absent, he/she shall appoint another Director to attend the meeting as proxy by providing a by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy. The proxy may only act on behalf of one Director. If a Board Meeting is conducted by video conference, the Directors partaking the video conference shall be recognized as having attended the meetinginperson.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 21 ~~The Company has~~ ~~established the~~ ~~Audit Committee according to Article~~ ~~14~~ ~~-~~ ~~4 of the Securities and Exchange~~ ~~Act. The Audit Committee shall be~~ ~~composed of all independent~~ ~~Directors.~~ Starting from June 22, 2018, the Audit Committee or its members shall be responsible for implementing the duties of Supervisors prescribed in the Company Act, Securities and Exchange Act, and other regulations.	Article 21 The Company has established two seats of Supervisors for a term of three years each under a nominee system. Supervisors can independently exercise supervisory rights under law, and can attend board of director meetings but cannot vote on any proposal.	The Audit Committee has been established, so the existing supervisor system is canceled.

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	After the Amendment	Before the Amendment	Description
	Article 21-1 The duties of the Audit Committee shall be prescribed in the Audit Committee's Organizational Charter.	This article is newly added.	The Audit Committee has been established, so this article is newlyadded.
	Article 22 ~~Supervisors and~~ ~~D~~irectors are paid honorarium fees regardless of the Company's profit or loss; Independent Directors are compensated regardless of the Company's profit or loss; Independent Directors' compensations are resolved by the Board at general market value. The Company shall purchase liability insurance for the Directors~~and~~ ~~Supervisors~~ during their term of service. The insurance method and insured amount shall be resolved by the Board.	Article 22 Supervisors and Directors are paid honorarium fees regardless of the Company's profit or loss; Independent Directors are compensated regardless of the Company's profit or loss; Independent Directors' compensations are resolved by the Board at general market value. The Company shall purchase liability insurance for the Directors and Supervisors during their term of service. The insurance method and insured amount shall be resolved by the Board.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 23 ~~The management of t~~ ~~T~~ he Company ~~has adopted a chiarman system, in~~ ~~which one~~ ~~chiarman, one vice~~ ~~Chairman, and~~ ~~m~~ay appoint several manager~~s~~ ~~have been appointed~~ . The appointment, termination and compensations for managers are processed in accordance with Article 29 of the Company Act, and other personnel shall be appointed and terminated bythe Chairman.	Article 23 The management of the Company has adopted a chiarman system, in which one chiarman, one vice Chairman, and several managers have been appointed. The appointment, termination and compensations for managers are processed in accordance with Article 29 of the Company Act, and other personnel shall be appointed and terminated bythe Chairman.	The expression of this paragraph is slightly amended.

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After the Amendment

Before the Amendment

Description

After the Amendment	After the Amendment	Before the Amendment	Description
	Article 24 The Company's fiscal year is from January 1st of a year to December 31st of the same year. At the end of the fiscal year, books shall be closed and the Board of Directors is responsible for preparing (1) Business Report, (2) Financial Statements, and (3) Proposal of Earnings Distribution or Off-setting Accumulated Loss. Each statement shall be submitted to the Audit Committee for verification 30 days prior to commencement of an Annual Shareholders Meeting, andan ~~Supervisors~~ ~~’~~ Audit Committee's Review Report shall be submitted along with the statements to the Shareholders Meeting to seek for shareholders' adoption.	Article 24 The Company's fiscal year is from January 1st of a year to December 31st of the same year. At the end of the fiscal year, books shall be closed and the Board of Directors is responsible for preparing (1) Business Report, (2) Financial Statements, and (3) Proposal of Earnings Distribution or Off-setting Accumulated Loss. Each statement shall be submitted to the Supervisors for verification 30 days prior to commencement of an Annual Shareholders Meeting, and a Supervisors’ Review Report shall be submitted along with the statements to the Shareholders Meeting to seek for shareholders' adoption.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 25 In case profit is made by the Company for the period, no less than 1% of the said profit shall be set aside for employees’ compensation. The Board of Directors shall determine whether to issue the compensation in shares or cash. Recipients of the said compensation shall include Company employees that satisfy specific criteria. The Company permits the Board of Directors to set aside no more than 1% of the sum of the aforementioned profit as compensations for the Directors ~~and~~ ~~Supervisors~~ ~~.~~Proposals for the distribution of employees’ compensation as well as Directors’ ~~and Supervisors’~~ compensation shall be submitted to the Board of Shareholders and presented accordingly. In case of accumulated losses,the	Article 25 In case profit is made by the Company for the period, no less than 1% of the said profit shall be set aside for employees’ compensation. The Board of Directors shall determine whether to issue the compensation in shares or cash. Recipients of the said compensation shall include Company employees that satisfy specific criteria. The Company permits the Board of Directors to set aside no more than 1% of the sum of the aforementioned profit as compensations for the Directors and Supervisors. Proposals for the distribution of employees’ compensation as well as Directors’ and Supervisors’ compensation shall be submitted to the Board of Shareholders and presented accordingly. In case of accumulated losses,the	The Audit Committee has been established, so the existing supervisor system is canceled.

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	After the Amendment	Before the Amendment	Description
	Company shall reserve a specific amount to make up for the losses, and then distribute the employees' and Directors'~~and Supervisors'~~ compensation according to aforementionedpercentage.	Company shall reserve a specific amount to make up for the losses, and then distribute the employees' and Directors' and Supervisors' compensation according to aforementionedpercentage.
	Article 28 These Articles of Incorporation were established on January 20, 1965. (Omitted) The 45th amendment was made on June 22, 2017. The 46th amendment was made on June 22, 2018. Amendments will be in effect upon receiving authorization from the governinginstitution.	Article 28 These Articles of Incorporation were established on January 20, 1965. (Omitted) The 45th amendment was made on June 22, 2017. Amendments will be in effect upon receiving authorization from the governing institution.	The number and date of the amendment hereto are added.

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Attachment 11

Mercuries & Associates Holding, Ltd. Comparison Table for the Rules and Procedures of Shareholders Meeting Before and After Amendment

After the Amendment Article 2

Unless otherwise provided by regulations, shareholders' meeting is convened by the Board of Directors. 30 days before the Company convenes a regular shareholders’ meeting or 15 days before it convenes a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors ~~or Supervisors,~~ and other matters on the shareholders’ meeting agenda, and upload them to the Market Observation Post System. 21 days before the Company is to convene a regular shareholders’ meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials, and upload it to the Market Observation Post System. 15 days before the Company is to convene a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the company and its stock registrar and

Before the Amendment Article 2 Unless otherwise provided by regulations, shareholders' meeting is convened by the Board of Directors. 30 days before the Company convenes a regular shareholders’ meeting or 15 days before it convenes a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of Directors or Supervisors, and other matters on the shareholders’ meeting agenda, and upload them to the Market Observation Post System. 21 days before the Company is to convene a regular shareholders’ meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials, and upload it to the Market Observation Post System. 15 days before the Company is to convene a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the company and its stock registrar and

Description The Audit Committee has been established, so the existing supervisor system is canceled.

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	After the Amendment	Before the Amendment	Description
	transfer agent, and distributed on-site at the meeting. The causes or subjects of a shareholders' meeting to be convened shall be indicated in the individual notice and the public notice; and the notice may be given by electronic transmission, after obtaining a prior consent from the recipients. Election or discharge of Directors ~~and Supervisors~~ ~~,~~alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, shall be itemized in the causes or subjects to be described in the notice, and shall not be brought up as extemporary motions. (The followingis omitted.)	transfer agent, and distributed on-site at the meeting. The causes or subjects of a shareholders' meeting to be convened shall be indicated in the individual notice and the public notice; and the notice may be given by electronic transmission, after obtaining a prior consent from the recipients. Election or discharge of Directors and Supervisors, alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, shall be itemized in the causes or subjects to be described in the notice, and shall not be brought up as extemporary motions. (The followingis omitted.)
	Article 5 (Paragraphs 1 to 4 are omitted.) The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors ~~or Supervisors~~ , pre-printed ballots shall also be furnished. (The followingis omitted.)	Article 5 (Paragraphs 1 to 4 are omitted.) The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors or Supervisors, pre-printed ballots shall also be furnished. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 13 The election of Directors~~or~~ ~~Supervisors~~ at a shareholders meeting shall be held in accordance with the applicable election and appointment rules of the Company,	Article 13 The election of Directors or Supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules of the Company,	The Audit Committee has been established, so the existing supervisor system is canceled.

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After the Amendment	Before the Amendment	Description
and the voting results shall be announced on-site immediately, including the names of those elected as Director~~s~~ ~~and Supervisors~~ and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	and the voting results shall be announced on-site immediately, including the names of those elected as Directors and Supervisors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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Attachment 12

Mercuries & Associates Holding, Ltd. Comparison Table for the Rules for Election of Directors Before and After Amendment

	After the Amendment	Before the Amendment	Description
	Mercuries & Associates Holding, Ltd. Rules for Election of Directors ~~and~~ ~~Supervisors~~	Mercuries & Associates Holding, Ltd. Rules for Election of Directors and Supervisors	The Audit Committee has been established, so the existing supervisor system is canceled, and the name of these Rules is amended.
	Article 1: Except as otherwise provided by laws and regulations or by the articles of incorporation, elections of Director~~s~~ ~~and Supervisors~~ of the Company shall be conducted in accordance with these Rules. Director~~s~~ ~~and Supervisors~~ of the Company shall be elected based on the candidate nomination system from the list of candidates at the shareholders' meeting.	Article 1: Except as otherwise provided by laws and regulations or by the articles of incorporation, elections of Directors and Supervisors of the Company shall be conducted in accordance with these Rules. Directors and Supervisors of the Company shall be elected based on the candidate nomination system from the list of candidates at the shareholders' meeting.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 2: The cumulative voting method shall be used for election of the Directors ~~and Supervisors~~ ~~a~~t the Company. Each share will have voting rights in number equal to the Directors ~~or~~ ~~Supervisors~~ to be elected, and may be cast for a single candidate or split amongmultiple candidates.	Article 2: The cumulative voting method shall be used for election of the Directors and Supervisors at the Company. Each share will have voting rights in number equal to the Directors or Supervisors to be elected, and may be cast for a single candidate or split amongmultiple candidates.	The Audit Committee has been established, so the existing supervisor system is canceled.

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After the Amendment

Before the Amendment Description

After the Amendment	After the Amendment	Before the Amendment	Description
	Article 3: As to the elections of Directors ~~and~~ ~~Supervisors~~ ~~,~~the number of Directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots, both in electronic and paper forms, representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes.~~If~~ ~~a person is elected as a Director and~~ ~~a Supervisor at the same time,~~ ~~he/she shall decide to act as a~~ ~~Director or Supervisor on his/he~~ ~~r~~ ~~own, and the vacancy will be filled~~ ~~by the person receiving the ballot~~ ~~representing~~ ~~the~~ ~~second~~ ~~highest~~ ~~number of voting rights.~~ When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	Article 3: As to the elections of Directors and Supervisors, the number of Directors and Supervisors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots, both in electronic and paper forms, representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. If a person is elected as a Director and a Supervisor at the same time, he/she shall decide to act as a Director or Supervisor on his/her own, and the vacancy will be filled by the person receiving the ballot representing the second highest number of voting rights. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 5: The Board of Directors shall prepare ~~the number of~~ ballot~~s~~ ~~equal to the~~ ~~number of Directors and Supervisors~~ ~~to be elected~~ ~~.~~The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the Shareholders Meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders.	Article 5: The Board of Directors shall prepare the number of ballots equal to the number of Directors and Supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the Shareholders Meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders.	The Audit Committee has been established, so the existing supervisor system is canceled.

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	After the Amendment	Before the Amendment	Description
	No ballot will be prepared for voting rights exercised electronically.	No ballot will be prepared for voting rights exercised electronically.
	Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation and the elected Directors ~~and Supervisors~~ shall be announced bythe chair on the site.	Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation and the elected Directors and Supervisors shall be announced bythe chair on the site.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 9: The Board of Directors of the Company shall issue notifications to the persons elected as Directors ~~or~~ ~~Supervisors~~ ~~.~~	Article 9: The Board of Directors of the Company shall issue notifications to the persons elected as Directors or Supervisors.	The Audit Committee has been established, so the existing supervisor system is canceled.

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Attachment 13

Mercuries & Associates Holding, Ltd. Comparison Table for the Procedures for Acquisition and Disposal of Assets Before and After Amendment

	After the Amendment	Before the Amendment	Description
	Article 6-1: The acquisition or disposal of assets by the Company shall be processed in accordance with this Procedure or other legal regulations and shall be approved of by the Board of Directors. In case there is record or written statement of a Director in expressing opinion of dissent, the Company shall submit the matter of dissent and relevant information to ~~each of the Supervisors~~ the Audit Committee . ~~Where the position of~~ ~~Independent Director has been~~ ~~created in the Company pursuant to~~ ~~the Securities and Exchange~~ ~~s Act,~~ ~~w~~ ~~W~~ hen a transaction involving the acquisition or disposal of assets is 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 director meeting. Major transactions of assets or derivatives shall be approved by the Audit Committed and the Board of Directors.	Article 6-1: The acquisition or disposal of assets by the Company shall be processed in accordance with this Procedure or other legal regulations and shall be approved of by the Board of Directors. In case there is record or written statement of a Director in expressing opinion of dissent, the Company shall submit the matter of dissent and relevant information to each of the Supervisors. Where the position of Independent Director has been created in the Company pursuant to the Securities and Exchanges Act, when a transaction involving the acquisition or disposal of assets is 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 director meeting.	The Audit Committee has been established, so the existing supervisor system is canceled. Paragraph 2 is newly added.
	Article 7: Procedures to acquire or dispose of property or equipment 1. Appraisal and operational procedures	Article 7: Procedures to acquire or dispose of property or equipment 1. Appraisal and operational procedures	To reduce the amount that requires the Board of Directors' approval, Subparagraph 2,

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	After the Amendment	Before the Amendment	Description
	(Omitted) 2. Decision-making process of transaction conditions and authorized transaction amount (1) (Omitted) (2) In acquiring or disposing of real property or equipment, the Company shall choose from either compare pricing, negotiation, or bidding process. For transaction amount below NT$~~300~~ ~~2~~0 million (inclusive), the units responsible can exercise decision-making rights; for each transaction over NT$~~300~~ 20 million, approval from the Chairman is needed and approval from the Board shall also be obtained prior to executions. ~~(3) In acquiring or disposing of~~ ~~operating equipment between~~ ~~the Company and its subsidiary,~~ ~~the Chairman can be authorized~~ ~~to~~ ~~approve of the transaction if~~ ~~the transaction amount is no~~ ~~more than NT$100 million~~ ~~(inclusive) and then submitted to~~ ~~the most recent Board meeting~~ ~~on an after~~ ~~-~~ ~~event basis.~~ (The followingis omitted.)	(Omitted) 2. Decision-making process of transaction conditions and authorized transaction amount (1) (Omitted) (2) In acquiring or disposing of real property or equipment, the Company shall choose from either compare pricing, negotiation, or bidding process. For transaction amount below NT$300 million (inclusive), the units responsible can exercise decision-making rights; for each transaction over NT$300 million, approval from the Chairman is needed and approval from the Board shall also be obtained prior to executions. (3) In acquiring or disposing of operating equipment between the Company and its subsidiary, the Chairman can be authorized to approve of the transaction if the transaction amount is no more than NT$100 million (inclusive) and then submitted to the most recent Board meeting on an after-event basis. (The followingis omitted.)	Paragraph 2 of this article is amended. Subparagraph 3, Paragraph 2 of this article falls into the procedures for handling related party transactions, so it is incorporated into Subparagraph 3, Paragraph 2 of Article 9; Subparagraph 3, Paragraph 2 of this article is deleted accordingly.
	Article 9: Procedures for Handling Related Party Transactions 1. (Omitted) 2. Appraisal and operation procedures (1) When the Company intends to acquire or dispose of real estate from or to a related party, or when it intends to acquire or dispose of assets	Article 9: Procedures for Handling Related Party Transactions 1. (Omitted) 2. Appraisal and operation procedures (1) When the Company intends to acquire or dispose of real estate from or to a related party, or when it intends to acquire or dispose of assets	The Audit Committee has been established, so the existing supervisor system is canceled. Subparagraph 3, Paragraph 2 of Article 7 is incorporated into Subparagraph 3, Paragraph 2 of this

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After the Amendment

Before the Amendment

Description article, and "parent company" is deleted.

After the Amendment	After the Amendment	Before the Amendment	Description
(2) (3)	other than real estate from or to a related party and the transaction amount exceeds 20% or more of paid-in capital, 10% or more of the Company's total assets, or more than NT$300 million (except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of currency market funds issued by domestic securities investment trust enterprises), the Company shall not enter into a transaction contract or make payment until the following matters have been approved bythe Audit Committee and the Board of Directors~~and Supervisors~~ : (Omitted) The calculation of the transaction amounts referred to in Paragraph 1 and 2 (1) shall be made in accordance with Paragraph 1 (5) in Article 14, 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 bythe Audit Committee and the Board of Directors~~and recognized by~~ ~~the Supervisors~~ need not be counted toward the transaction amount. With respect to the acquisition or disposal of business-use equipment between the Companyand its~~pare~~ ~~nt~~	other than real estate from or to a related party and the transaction amount exceeds 20% or more of paid-in capital, 10% or more of the Company's total assets, or more than NT$300 million (except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of currency market funds issued by domestic securities investment trust enterprises), the Company shall not enter into a transaction contract or make payment until the following matters have been approved by the Board of Directors and Supervisors: (Omitted) (2) The calculation of the transaction amounts referred to in Paragraph 1 and 2 (1) shall be made in accordance with Paragraph 1 (5) in Article 14, 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. (3) With respect to the acquisition or disposal of business-use equipment between the Companyand its	article, and "parent company" is deleted.

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After the Amendment	Before the Amendment	Description
~~company or~~ subsidiaries, the Company's Board may delegate the Chairman to decide such matters when the transaction is~~within a certain~~ ~~amount~~ ~~l~~ess than NT$100 million (inclusive) .The decision shall be reported in the next Board meeting in an after-event basis. (4)~~Where the position of~~ ~~Independent Director has~~ ~~been created in the Company~~ ~~pursuant to the Securities and~~ ~~Exchanges Act, w~~ ~~W~~ hen a matter is submitted for discussion by the Board of Directors pursuant to Paragraph 2 (1), the Board shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. 3. Evaluation of the reasonableness of the transaction costs (1) (Omitted) (2) (Omitted) (3) (Omitted) (4) (Omitted) (5) (Omitted) 2.The Audit Committee ~~Supervisors~~ shall comply with Article 218 of the Company Act. 3. (Omitted) (6) (Omitted) (7) (Omitted)	parent company or subsidiaries, the Company's Board may delegate the Chairman to decide such matters when the transaction is within a certain amount. The decision shall be reported in the next Board meeting in an after-event basis. (4) Where the position of Independent Director has been created in the Company pursuant to the Securities and Exchanges Act, when a matter is submitted for discussion by the Board of Directors pursuant to Paragraph 2 (1), the Board shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. 3. Evaluation of the reasonableness of the transaction costs (1) (Omitted) (2) (Omitted) (3) (Omitted) (4) (Omitted) (5) (Omitted) 2. Supervisors shall comply with Article 218 of the Company Act. 3. (Omitted) (6) (Omitted) (7) (Omitted)

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After the Amendment	Before the Amendment	Description
Article 12: Processes to handle acquisition or disposal of derivative products 1. Principles (1) (Omitted) (2) (Omitted) (3) Scope of responsibilities A. (Omitted) B. (Omitted) C. Auditing Division: Evaluation, supervision, and control of transaction risks in the financial department. If a material breach is found,the Audit Committee ~~the Supervisor~~ shall be notified via written document. D. (Omitted) E. (Omitted) F. (Omitted) 2. (Omitted) 3. Internal Audit Procedures (1) The internal audit personnel shall periodically assess the effectiveness of the internal controls on derivatives and conduct monthly audits on the derivatives trading to ensure proper adherence to the Processes and analyze trading cycles. Audit reports shall be prepared. If any material violation is discovered, the ~~Supervisor~~ ~~A~~udit Committee shall be notified in writing. (2) (Omitted) 4. (Omitted) 5. (Omitted) 6. (Omitted)	Article 12: Processes to handle acquisition or disposal of derivative products 1. Principles (1) (Omitted) (2) (Omitted) (3) Scope of responsibilities A. (Omitted) B. (Omitted) 3. Auditing Division: Evaluation, supervision, and control of transaction risks in the financial department. If a material breach is found, the Supervisor shall be notified via written document. D. (Omitted) E. (Omitted) F. (Omitted) 2. (Omitted) 3. Internal Audit Procedures (1) T he internal audit personnel shall periodically assess the appropriateness of the internal controls on derivatives trading and conduct monthly audits on the derivatives trading to ensure proper adherence to the Processes and analyze trading cycles. Audit reports shall be prepared. If any material violation is discovered, the Supervisor shall be notified in writing. (2) (Omitted) 4. (Omitted) 5. (Omitted) 6.(Omitted)	The Audit Committee has been established, so the existing supervisor system is canceled.
Article 17: Implementation and	Article 17: Implementation and	The Audit Committee

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	After the Amendment	Before the Amendment	Description
	Amendment These Procedures, and any amendments thereto, shall be ~~submitted to the Supervisors~~ ~~after~~ ~~passage by~~ approved by the Audit Committee and the Board, and then reported at the Shareholders Meeting for approval prior to implementation. If any Director expresses dissent and it is recorded in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to~~each~~ ~~Supervisor~~ ~~t~~he Audit Committee . ~~Where the position of Independent~~ ~~Director has been created in the~~ ~~Company pursuant to the Securities~~ ~~and Exchange Act,~~ When the above Procedure is 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 director meeting.	Amendment These Procedures, and any amendments thereto, shall be submitted to the Supervisors after passage by the Board, and then reported at the Shareholders Meeting for approval prior to implementation. If any Director expresses dissent and it is recorded in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to each Supervisor. Where the position of Independent Director has been created in the Company pursuant to the Securities and Exchange Act, when the above Procedure is submitted for discussion by the Board meeting, 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 director meeting.	has been established, so the existing supervisor system is canceled; the expression of this article is slightly amended.

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Attachment 14

Mercuries & Associates Holding, Ltd. Comparison Table for the Procedures for Endorsement and Guarantee Before and After Amendment

After the Amendment

Article 6 Hierarchy of Decision-making Authority and Delegation The Company's hierarchy of decision-making authority and delegation to make endorsements/guarantees is as follows:

1. When making an

endorsement/guarantee for others, the Company shall conduct the review procedures prescribed in Article 7. The Company may make an endorsement/guarantee only after the evaluation results have been resolved by the Board of Directors, or approved by the Chairman of the board within a specific limit prescribed in Subparagraph 4, for subsequent submission to and ratification by the next board of director meeting. Major endorsements/guarantees shall be approved by the Audit Committee and adopted by the Board of Directors.

2. (Omitted)

1. Where the Company's Board of Directors ~~has established the position of independent director, when~~ submits

endorsements/guarantees prescribed in Subparagraphs 1, 2 and 5 for discussion, it shall take into full consideration the opinions of each independent director; independent Directors'

Before the Amendment Article 6 Hierarchy of Decision-making Authority and Delegation The Company's hierarchy of decision-making authority and delegation to make endorsements/guarantees is as follows:

1. When making an

endorsement/guarantee for others, the Company shall conduct the review procedures prescribed in Article 7. The Company may make an endorsement/guarantee only after the evaluation results have been resolved by the Board of Directors, or approved by the Chairman of the board within a specific limit prescribed in Subparagraph 4, for subsequent submission to and ratification by the next board of director meeting.

1. (Omitted)

2. Where the Company has established the position of independent director, when it submits endorsements/guarantees prescribed in Subparagraphs 1, 2 and 5 for discussion, 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

Description The Audit Committee has been established, so a proviso is added to Paragraph 1; in addition, the expression of Paragraph 3 is slightly amended.

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	After the Amendment	Before the Amendment	Description
	opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the Board of Directors meeting. 4. (Omitted) 5.(Omitted)	minutes of the Board of Directors meeting. 4. (Omitted) 5. (Omitted)
	Article 10 Internal Audit The Company's internal auditors shall audit these Procedures and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify~~all the~~ ~~Supervisors~~ ~~t~~he Audit Committee in writing of any material violation found.	Article 10 Internal Audit The Company's internal auditors shall audit these Procedures 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.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 13 Other Matters 1. Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Procedures, or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to~~all~~ ~~the Supervisors~~ ~~t~~he Audit Committee ,and shall complete the rectification according to the schedule set out in the plan. (The followingis omitted.)	Article 13 Other Matters 1. Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Procedures, or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all the Supervisors, and shall complete the rectification according to the schedule set out in the plan. (The followingis omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 15 Implementation and Amendment After passage bythe Audit Committee and the Board of Directors, these Procedures shall be submitted to~~each Supervisor and~~ the shareholders' meetingfor approval	Article 15 Implementation and Amendment After passage by the Board of Directors, these Procedures shall be submitted to each Supervisor and to the shareholders' meeting for approval. If anydirector expresses	The Audit Committee has been established, so the existing supervisor system is canceled.

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	After the Amendment	Before the Amendment	Description
	before implementation .If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinions to~~each~~ ~~Supervisor~~ ~~t~~he Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to these Procedures. ~~Where the Company has established~~ ~~the position of independent director,~~ ~~w~~ ~~W~~ hen~~it~~ ~~t~~he Company submits these Procedures 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; the independent Directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of director meeting.	dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinions to each Supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to these Procedures. Where the Company has established the position of independent director, when it submits these Procedures 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; the independent Directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of director meeting.
	Article 16 Amendment Dates These Procedures were amended and adopted by the shareholders' meeting on June 20, 2003. (Omitted) The sixth amendment was made on June 20, 2014. The seventh amendment was made on June 22, 2018.	Article 16 Amendment Dates These Procedures were amended and adopted by the shareholders' meeting on June 20, 2003. (Omitted) The sixth amendment was made on June 20, 2014.	The number and date of the amendment hereto are added.

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Attachment 15

Mercuries & Associates Holding, Ltd. Comparison Table for the Procedures for Lending Funds to Other Parties Before and After Amendment

	After the Amendment	Before the Amendment	Description
	Article 3 Object of Lending of Funds The Company may lend funds to the following companies: 1. A company or firm with which it does business. 2. A company or firm which has a need of short-term financing ~~after being identified by the~~ ~~Board of Directors~~ ~~.~~ The term "short-term" referred to in the preceding paragraph shall mean one year or one operating cycle(whichever is longer).	Article 3 Object of Lending of Funds The Company may lend funds to the following companies: 1. A company or firm with which it does business. 2. A company or firm which has a need of short-term financing after being identified by the Board of Directors. The term "short-term" referred to in the preceding paragraph shall mean one year or one operating cycle(whichever is longer).	The expression of this article is slightly amended in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
	Article 4 Evaluation Standards for Lending of Funds to Other Parties ~~1. Where funds are lent between~~ ~~the Company and another~~ ~~company or firm for reasons of~~ ~~business dealings, the~~ ~~regulations prescribed in~~ ~~Subparagraph 2, Paragraph 1,~~ ~~Article 5 shall apply.~~ ~~2.~~ ~~T~~he Company shall lend funds to another company or firm which~~the~~ ~~Board of Directors~~ ~~identifies to have~~ has a need of short-term financing subject to the following circumstances: (1) (Omitted) (2) (Omitted) ~~(3) Other companies having a~~ ~~need of financing as resolved~~ ~~by the Board of Directors.~~	Article 4 Evaluation Standards for Lending of Funds to Other Parties 1. Where funds are lent between the Company and another company or firm for reasons of business dealings, the regulations prescribed in Subparagraph 2, Paragraph 1, Article 5 shall apply. 2. Where the Company lends funds to another company or firm which the Board of Directors identifies to have a need of short-term financing, subject to the following circumstances: (1) (Omitted) (2) (Omitted) (3) Other companies having a need of financing as resolved bythe Board of Directors.	The same regulation has prescribed in Subparagraph 2, Paragraph 1 of Article 5, so Paragraph 1 of this article is deleted. Paragraph 2 of this article is amended according to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and Article 8 that "The Company shall lend funds to others after the resolution of the Board of Directors".

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	After the Amendment	Before the Amendment	Description
	Article 5 Aggregate Amount of Loans and Maximum Amount Permitted to a Single Borrower (Paragraphs 1 and 2 are omitted.) The restriction in Subparagraph 1, Paragraph 1 shall not apply to inter-company loans between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares; however, the amount of loans shall be governed by the procedures for lending funds to other parties established by each subsidiary. The duration of each loan shall be within a period not to exceed oneyear.	Article 5 Aggregate Amount of Loans and Maximum Amount Permitted to a Single Borrower (Paragraphs 1 and 2 are omitted.) For inter-company loans between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares, the amount of loans shall be governed by the procedures for lending funds to other parties established by each subsidiary. The duration of each loan shall be within a period not to exceed one year.	The expression of this article is slightly amended for clarification.
	Article 8 Decision-Making Hierarchy The Company shall lend funds to others after the resolution of the Board of Directors. The Company shall not empower any other person to make such a decision. Major funds lending shall be reported to the Board of Directors for resolution after being approved by the Audit Committee. (Paragraphs 2 and 3 are omitted.) ~~Where the Company has~~ ~~established the position of~~ ~~independent director,~~ ~~W~~ hen~~it~~ the Company lends funds to others, it shall take each independent Director's opinions into full consideration; independent Directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the	Article 8 Decision-Making Hierarchy The Company shall lend funds to others after the resolution of the Board of Directors. The Company shall not empower any other person to make such a decision. (Paragraphs 2 and 3 are omitted.) Where the Company has established the position of independent director, when it lends funds to others, it shall take each independent director's opinions into full consideration; independent Directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of director meeting.	The Audit Committee has been established, so a proviso is added to Paragraph 1.

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	After the Amendment	Before the Amendment	Description
	minutes of the board of director meeting.
	Article 14 Internal Audit 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~~ ~~t~~he Audit Committee in writing of any material violation found.	Article 14 Internal Audit 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.	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 17 Other matters 1. If, as a result of a change in circumstances, an entity to which a fund is lent does not meet the requirements of these Procedures or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to~~a~~ ~~ll the~~ ~~Supervisors~~ ~~t~~he Audit Committee ,and shall complete the rectification according to the schedule set out in the plan. (The followingis omitted.)	Article 17 Other matters 1. If, as a result of a change in circumstances, an entity to which a fund is lent does not meet the requirements of these Procedures or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all the Supervisors, and shall complete the rectification according to the schedule set out in the plan. (The following is omitted.)	The Audit Committee has been established, so the existing supervisor system is canceled.
	Article 19 Implementation After passage bythe Audit Committee and the Board of Directors, these Procedures shall be submitted to~~the Supervisors~~ ~~and reported to~~ the shareholders' meeting for approval prior to implementation.If any director	Article 19 Implementation After passage by the Board of Directors, these Procedures and any amendments thereto shall be submitted to the Supervisors and reported to the shareholders' meeting for approval prior to implementation. The same shall	The Audit Committee has been established, so the existing supervisor system is canceled. Part of Paragraph 1 and Paragraph 2 are added in accordance with the Regulations Governing Loaningof Funds and

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	After the Amendment	Before the Amendment	Description
	expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinions to the Audit Committee and for discussion by the shareholders'meeting. The same shall apply to any amendments to these Procedures. When the Company submits the Procedures to the Board of Directors for discussion pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions; the independent Directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of director meeting.	apply to any amendments to these Procedures.	Making of Endorsements/Guarantees by Public Companies.
	Article 20 These Procedures were established on March 19, 1988. (Omitted) The seventh amendment was made on June 21, 2013. The eighth amendment was made on June 22, 2018.	Article 20 These Procedures were established on March 19, 1988. (Omitted) The seventh amendment was made on June 21, 2013.	The number and date of the amendment hereto are added.

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Attachment 16

Director Nominees

Caregory	Name	Education	Experience	Currentt Position	Number of Shares (Unit: Share)	Name of Government Agency or Corporation Represented	Other Information
Director	Chen,Hsiang-Li	MBA, Georgetown University	General Manager, Mercuries & Associates Holding, Ltd.	Chairman, Mercuries & Associates Holding, Ltd. Chairman, Mercuries General Media, Inc. Chairman, Mercuries Leisure Co., Ltd. Chairman, Shanghong Investment Co., Ltd. Chairman, Tasty Noodle Co., Ltd. Chairman, Family Shoemart Co., Ltd. Chairman, Mercuries Foodservice Co., Ltd. Chairman, Asiandawn Venture Inc. Chairman,Mercuries Social Welfare And Charity Foundation, Taoyuan County. Director, Mercuries Life Insurance Co., Ltd. Director, Mercuries Data Systems Ltd. Director, SCI Pharmtech, Inc. Director, Mercuries & Associates, Ltd. Director, Mercuries Liquor & Food Co., Ltd. Director, Mercuries Furniture Co., Ltd. Director, Simple Mart Retail Co., Ltd. Director, Mercury Fu Bao Co., Ltd. Director, Shanglin Investment Co., Ltd. Director, Simple Mart Plus Co., Ltd. Director, Foundation for Taiwan Masters Golf Tournament Director, Foundation of Chinese Dietary Culture Chairman,Criminal Investigation and Prevention Association R.O.C. Chairman, R.O.C Taiwan Teeball Association Executive Director,The Chinese Slow Pitch Softball Association	157,530,708	Shanglin Investmen t Co., Ltd.	None
Director	Chen,Hsiang-chung	Bachelor of Industrial Engineering, Purdue University	Departmental Chief, Walsin Lihwa Corporation	Chairman & General Manager, Mercuries Data Systems Ltd. Chairman & General Manager, Wayia. Com Inc. Chairman, Mercuries Life Insurance Agency Co., Ltd. Chairman, Hipact Tech. Inc. Chairman, Mercuries Soft (Nanjing) Ltd. Chairman, Monteur&Mercuries Co., Ltd. Director, Mercuries & Associates Holding, Ltd. Director, Mercuries Information Co., Ltd. Director, Shanglin Investment Co., Ltd. Director, Shanghong Investment Co., Ltd. Director,EasyCard Corporation	157,530,708	Shanglin Investmen t Co., Ltd.	None

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Caregory	Name	Education	Experience	Currentt Position	Number of Shares (Unit: Share)	Name of Government Agency or Corporation Represented	Other Information
				Director, Foundation for Taiwan Masters Golf Tournament Independent Director, Walsin Lihwa Corporation Independent Director, Key Ware Electronics Co., Ltd. Independent Director, Teco Image Systems Co., Ltd. Supervisor, Powertec Energy Corp. Supervisor, Director, Digicentre Company Limited Vice Chairman, Criminal Investigation and Prevention Association R.O.C. Member of Remuneration Committee,Walsin Lihwa Corporation.
Director	Weng,Wei-chun	Ph.D. in Chemistry, University of Pennsylvania	General Manager, SCI Pharmtech, Inc.	Chairman & General Manager, SCI Pharmtech, Inc. Chairman & General Manager, Yushan Pharmaceuticals Inc. Chairman, Yushan Holding Universal Ltd. Director, Mercuries & Associates Holding, Ltd. Director, Shuren Investment Co., Ltd. Director, Shufeng Investment Co., Ltd. Director, Foundation for Taiwan Masters Golf Tournament Director, CMG International One Co., Ltd. Director, CMG International Two Co., Ltd. Director,Criminal Investigation and Prevention Association R.O.C.	108,631,770	Shuren Investmen t Co., Ltd.	None
Director	Fang,Cheng-I	Bachelor of Business, National Taiwan University	President, Avnet Asia Pte Ltd.,Taiwan Branch	Chairman, De Cheng Culture and Art Foundation Director, Mercuries & Associates Holding, Ltd. Director, Foundation of Chinese Dietary Culture Director, Foundation for Taiwan Masters Golf Tournament Director, Macronix International Co., Ltd.	5,961,052	None	None
Director	Mao,Ming-yu	Bachelor of English, Tamkang University	General Manager of Food Division & Life Division, Mercuries & Associates Holding, Ltd.	Director, Mercuries & Associates Holding, Ltd. Independent Director, Rodex Fasteners Corp.	157,530,708	Shanglin Investmen t Co., Ltd.	None
Director	Cheng,I-teng	Bachelor of Banking, National Chengchi University	General Manager, First Worldsec Securities (Hong Kong) Consultant, Horizon Securities Corp. Senior Vice General Manager, Department of Capital Market, Horizon Securities Corp. Director, Horizon SICE Director & General Manager, Horizon Securities (Hong Kong) Limited Vice General Manager, Lianghua Guigu Touzi Guanli Co.,Ltd.(Ningbo)	Supervisor, Mercuries & Associates Holding, Ltd. Executive Director, Golden Points Capital Management Limited	157,530,708	Shanglin Investmen t Co., Ltd.	None

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Inde endent Director Nominees p

			Independent Director	Nominees
Caregory	Name	Education	Experience	Currentt Position	Number of Shares (Unit: Share)	Name of Government Agency or Corporation Represented	Other Information
Independent Director	Tu,Te-cheng	MBA, University of Houston Department of Business Administration, National Taiwan University	President, International Development Corporation Associate Manager, Department of Investment Development, CFO, Manager, Department of International Finance, Chief Auditor, Assistant Manager, Department of Finance (Taipei), Uni-President Enterprises Corporation Deputy Section Chief, Department of Loan and Guarantee, Export-Import Bank Coordinator, Department of Export, Bank of America Taipei Branch	Chairman, Xuan He Technology Corp. President, Outstanding Cayenne Corp.. Independent Director, Sitronix Technology Corp. Independent Director, Coretronic Corp. Independent Director, SCI Pharmtech, Inc. Member of Remuneration Committee, Mercuries & Associates Holding, Ltd.	0	None	None
Independent Director	Li,Mao	Master in China Studies, Tamkang University	Director General & Vice Director General, Customs Administration, Ministry of Finance; Director General & Vice Director General, Taipei Customs; Vice Director General, Keelung Customs Associate Professor, Chihlee University of Technology; Assistant Professor, National Taichung University of Science and Technology Member and Chairman of Remuneration Committee, Taiwan Cooperative Financial Holding Co., Ltd. Independent Director, Taiwan Cooperative Bank, Ltd. Member and Chairman of Remuneration Committee, Taiwan Cooperative Bank, Ltd. Member of the Board of Examiners for the 2006 and 2008 Professional and Technical Examinations. Consultant,Taipei Automobile Distributors Association	Independent Director, Mercuries & Associates Holding, Ltd. Member and Chairman of Remuneration Committee, Mercuries & Associates Holding, Ltd. Independent Director, Farglory Free Trade Zone Director, Pan German Universal Motors Ltd. Director, Customs Association of the R.O.C	0	None	None
Independent Director	Chen,Chang-I	Master of Business Administration, University of British Columbia	Vice President, Bankers Trust Co., Taipei Branch	Chairman, Shanghai Dinghui Real Estate Development Co., Ltd. Chairman, Shanghai Dingwei Real Estate Development Co.,Ltd.	0	None	None

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Chairman, Shanghai Dingyu Real Estate Development Co., Ltd. Chairman, Shanghai Dingqi Property Management Co., Ltd. Chairman, Kunshan Dinghong Real Estate Development Co., Ltd. Chairman, Kunshan Dingyue Real Estate Development Co., Ltd. Chairman, Shanghai Ding Fan Department Store Co., Ltd. Independent Director, Mercuries & Associates Holding, Ltd. Member of Remuneration Committee, Mercuries & Associates Holding, Ltd. Director(representative) & General Manager of China Headquarters in Shanghai, Advanced Semiconductor Engineering, Inc. Director (representative), ASE Test, Inc. Director (representative), ASE (Kunshan) Inc. Director, ASE Test Limited (Singapore) Director, ASE Test Holdings Ltd. Director, Omniquest Industrial Ltd. Director, ISE Labs, Inc. Director, ASE Investment (Labuan) Inc. Director, ASE Electronic Components (Shanghai) Co., Ltd. Director (representative), ASE Electronics Co., Ltd. Director, Advanced Semiconductor Engineering (Hong Kong), Inc. Director, Suzhou ASEN Semiconductors Co.,Ltd. Director, ASE Trading (Shanghai) Co., Ltd. Director, Super Zone Holdings Ltd. Director, HHI Director, USI (Shanghai) Co., Ltd. Director, Jiangsu Longchen Greentech Co., Ltd. Supervisor, ASE Assembly and Test (Shanghai) Ltd. Supervisor, USI Inc.

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Appendix 1

Mercuries & Associates Holding, Ltd. Rules and Procedures of Board of Director Meetings (before Amendment)

Approved by the Board of Directors on March 25, 2003 Amended by the Board of Directors on April 23, 2004 Amended by the Board of Directors on December 26, 2006 Amended by the Board of Directors on April 29, 2008 Amended by the Board of Directors on October 31, 2012

• Article 1: These Rules and Procedures are established in accordance with the Securities and Exchange Act and related regulations. Except as otherwise provided, meetings of the Board of Directors shall be organized in accordance with these Rules and Procedures.

• Article 2: A board of director meeting shall be notified to each director and supervisor at least seven days in advance. The notice shall specify the place and time of the board of director meeting and the reasons for calling the board of director meeting. In emergency circumstances, however, a meeting may be called on shorter notice. Directors shall not raise any objections if they are notified of a board of director meeting within seven days in advance. The notice set forth in this Article may be effected by means of electronic transmission, after obtaining the prior consent from the recipients thereof.

• Article 3: When a meeting of the Board of Directors is held, an attendance book shall be made ready for signature by directors attending the meeting. All directors shall attend board meetings in person except they may appoint other directors to attend as their proxies pursuant to the Company's articles of incorporation.

• The agenda working group appointed by the Board of Directors is the Administrative Unit.

The agenda working group shall prepare agenda items for board of director meetings and provide comprehensive pre-meeting materials to be sent together with the notice of the meeting.

A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials, and the agenda working group shall not refuse. If a director is of the opinion that materials concerning any proposal are insufficient in content, he/she may propose postponing the deliberation of such proposal to the Board of Directors.

• Article 4: A board of director meeting shall be held at the location of the Company or at a place convenient to all directors and suitable for holding such a meeting.

• Article 5: The Board of Directors shall meet at least once every two months. Meetings of the

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Board of Directors shall be called and chaired by the chairman of the Board. However, the first meeting of each newly elected Board of Directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected. If there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so.

When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall represent in place of the chairman; if the vice chairman is also on leave or for any reason unable to exercise the power of the vice chairman, the chairman shall appoint one of the directors to represent as the chairman. Where the chairman does not make such a designation, the directors shall elect one person from among themselves to represent as the chairman.

A director who is unable to attend a board of director meeting may issue a power of attorney with the range of authority indicated to delegate another director as a proxy, but each proxy may only accept the delegation of one director only.

When holding a meeting of the Board of Directors, the Company may, as necessary for the agenda items, notify employees of relevant departments or subsidiaries to attend the meeting as nonvoting participants and report and answer to questions raised by the directors, so as to help the directors understand the operation of the Company and resolve appropriately.

When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

Supervisors of the Company may attend the meeting of the Board of Directors to express their opinions; however, they are not allowed to vote.

• Article 6: The Company shall record on audio or video tape the entire proceedings of a board of director meeting, and preserve the recordings for at least five years in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of a board of director meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.

Where a board of director meeting is held via video conference, directors attending the meeting via video shall be considered present in person with their sign-in sheet faxed; in addition, the audio and visual documentation of the meeting form a part of

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the meeting minutes and shall be well preserved during the existence of the Company.

• Article 6-1: Meeting agenda items for regular board of director meetings shall include at least the following:

• Report Items:

  • (1) Minutes of the last meeting and actions arising.

  • (2) Reporting on important financial and business matters.

  • (3) Reporting on internal audit activities.

  • (4) Other important matters to be reported.

• Discussion Items:

  • (1) Items discussed and continued from the last meeting.

  • (2) Items for discussion at this meeting.

• Extraordinary motions.

Article 6-2: The following items shall be proposed in board of director meetings for discussion:

1. Corporate business plan.

2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).

3. Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act.

4. Adoption or amendment of procedures for acquisition and disposal of assets, engaging in derivative trading, lending funds to other parties, and endorsement and guarantee in accordance with Article 36-1 of the Securities and Exchange Act.

5. Offering, issuance, or private placement of any equity-type securities.

6. Appointment or discharge of a financial, accounting, or internal audit officer.

7. Donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of director meeting for retroactive recognition.

8. Items required by Article 14-3 of the Securities and Exchange Act, other laws, or the articles of incorporation to be approved by resolution at a shareholders' meeting or board of director meeting, or major issues prescribed by the authority in charge.

The term "related party" in Subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or

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greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of director meeting is convened. Amounts already submitted to and passed by a resolution of the Board are exempted from inclusion in the calculation.

For foreign companies whose stock has no par value or a par value other than NT$10, the "5 percent of paid-in capital" in Paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity.

If the Company has independent directors, each independent director shall attend in person any meeting concerning a matter that requires a resolution by the Board of Directors under Article 14-3 of the Securities and Exchange Act, or shall appoint another independent director to attend as his or her proxy. If an independent director objects to or expresses reservations about the matter, it shall be recorded in the Board meeting minutes; an independent director intending to express any objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Article 7: Minutes shall be prepared of the discussions at board of director meetings. The meeting minutes shall record the following:

1. Session, time, and place of the meeting.

2. Name of the chairperson

3. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.

4. Names and titles of those attending the meeting as nonvoting participants.

5. Name of the minute taker.

6. Report items: Names and titles of reporters and important opinions expressed by directors, experts and other persons.

7. Discussion items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of Article 10, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Paragraph 2, Article 7.

8. Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors, supervisors,

9. 89 -

experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of Article 10, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.

9. Other matters required to be recorded.

The attendance book constitutes a part of the minutes of each board of director meeting and shall be preserved permanently.

The production and distribution of the meeting minutes referred to in Paragraph 1 may be done in an electronic form.

Any resolutions passed at a meeting of the Board of Directors shall be stated in the meeting minutes. The minutes of a board of director meeting shall bear the signature or seal of both the chairperson and the minute taker; a copy of the minutes shall be distributed to each director, supervisor, and attendant within 20 days after the meeting and permanently preserved by the Company.

Article 8: In case of any disputes over proposals at a board of director meeting, they shall be fully discussed by the directors and put to voting by the chairperson.

Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing in relation to a resolution passed at a meeting of the Board of Directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the authority in charge.

Article 9: Each director has one vote. Except as otherwise provided, a resolution on a matter at a board of director meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors; however, when a proposal comes to a vote at a board of director meeting, if the chairperson puts the matter before all directors present at the meeting and none voices an objection, the matter is deemed approved with the same effect as voting.

Article 10: Directors shall be highly self-disciplined. If any director or a juristic person represented by the director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may express his/her opinions but shall not participate in any discussion or voting on that agenda item; further, he/she shall enter recusal during the discussion and voting on that item and shall not act as another director's proxy to

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exercise the voting right on that matter. Directors shall also exercise self-discipline among themselves and avoid collusion.

In the event that a director violates the principle of recusal and joins the voting, his/her voting power is null and void.

• Article 11: For voting on matters at board of director meetings, the chairperson may appoint the counting personnel, and all directors present serve as the monitoring personnel. The results of voting shall be announced on-site by the chairperson and recorded.

• Article 12: Apart from matters referred to in Paragraph 1 of Article 6-2, which are required to be submitted for discussion by the Board of Directors, when the Board of Directors delegates any exercise of its powers pursuant to laws or regulations or the Company's articles of incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.

• Article 13: If there is one or more managing director on the Board of Directors, these Rules and Procedures shall apply mutatis mutandis to the procedure for meetings of the managing directors, provided that if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.

• Article 14: Matters not specified in these Rules and Procedures shall be governed by the Company Act, the Company's articles of incorporation, and other related laws and regulations.

• Article 15: The establishment and amendments of these Rules and Procedures shall be approved by the Board of Directors.

• Article 16: The amendments of these Rules and Procedures shall be implemented after the adoption by the shareholders' meeting.

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Appendix 2

Mercuries & Associates Holding, Ltd. Corporate Governance Best Practice Principles (before Amendment)

Chapter I General Provisions

Article 1

To establish a sound corporate governance system, Mercuries & Associates Holding, Ltd. (the Company) has formulated the Corporate Governance Best Practice Principles (these Principles) with reference to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies established by the Taiwan Stock Exchange Corporation (TWSE) and the Taipei Exchange (TPEx). An effective corporate governance framework is set up and disclosed in the Market Observation Post System (MOPS).

Article 2

When setting up a corporate governance system, in addition to complying with relevant laws, regulations, articles of incorporation, contracts signed with the TWSE or TPEx, and other relevant regulations, the Company shall follow the following principles:

1. Ensure shareholders’ rights and interests.

2. Improve the function of the Board of Directors.

3. Fulfill the function of supervisors.

4. Respect stakeholders’ rights and interests.

5. Improve information transparency.

Article 3

The Company shall follow the Regulations Governing Establishment of Internal Control Systems by Public Companies and take the overall operational activities of itself and its subsidiaries into account to design and fully implement an internal control system, and shall conduct continuing reviews of the system in order to ensure the continued effectiveness of its design and implementation in light of changes in the Company's internal and external environment.

The adoption or amendment of the internal control system shall be submitted to the Board of Directors for approval by resolution unless an approval has been obtained from the authority in charge. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of a board of director meeting.

The Company shall perform self-assessments of the internal control system. The Board of Directors and management shall review the results of self-assessments performed by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee or supervisors shall also attend to and supervise these matters.

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The management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an on-going basis, and to assist the Board of Directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.

The Company shall have a deputy in place for the internal auditor to put the internal control system into effect, strengthen the professional capacity of the deputy of the internal auditor, and further improve and maintain the quality and implementing result of the audit.

The qualification requirements on the internal auditor set out in Paragraph 6, Article 11 of the Regulations Governing Establishment of Internal Control Systems by Public Companies and Articles 16, 17, and 18 of the same Regulations shall apply mutatis mutandis to the deputy referred to in the preceding paragraph.

Article 3-1

The Company may set up a full-time (part-time) corporate governance unit or personnel to be in charge of corporate governance affairs, and designate a senior officer to be in charge of supervision. The said officer shall be a qualified lawyer or accountant or have at least three years' management experience gained at a public company in handling legal affairs, financial affairs, and stock affairs.

The corporate governance affairs mentioned in the preceding paragraph include at least the following items:

1. Handle corporate registration and amendment registration.

2. Handle matters relating to board of director meetings and shareholders' meetings according to laws, and assist the Company with compliance with laws and regulations governing such meetings.

3. Keep the minutes of board of director meetings and shareholders' meetings.

4. Furnish information required for business execution by directors and supervisors, and update them on developments of laws and regulations relating to the operation of the Company in order to assist them with legal compliance.

5. Handle affairs relating to investor relations.

6. Handle other matters set out in the articles of incorporation or contracts.

Chapter II Protection of Shareholders' Rights and Interests

Section 1 Encouraging Shareholders to Participate in Corporate Governance Article 4

The corporate governance system of the Company shall be designed to protect shareholders' rights and interests and treat all shareholders equitably.

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The Company shall establish a corporate governance system which ensures shareholders' rights of being fully informed of, participating in and making decisions over important matters of the Company.

Article 5

The Company shall convene shareholders' meetings in accordance with the Company Act and related laws and regulations, and provide comprehensive rules for such meetings. The Company shall faithfully implement resolutions adopted by shareholders' meetings in accordance with the rules for the meetings.

Resolutions adopted by shareholders' meetings of The Company shall comply with laws, regulations and articles of incorporation.

Article 6

The Board of Directors of the Company shall properly arrange the agenda items and procedures for shareholders' meetings, and formulate the principles and procedures for shareholders' nominations of directors and supervisors and submissions of shareholder proposals. The Board of Directors shall also properly handle the proposals duly submitted by shareholders. Arrangements shall be made to hold shareholders' meetings at a convenient location, with sufficient time allowed and sufficient numbers of suitable employees assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements.

For a shareholders' meeting called by the Board of Directors, it is advisable that the chairman of the Board chair the meeting, that a majority of the directors (including at least one independent director) and at least one supervisor attend in person, and that at least one member of each functional committee attend as representative. Attendance details shall be recorded in the shareholders meeting minutes.

Article 7

The Company shall encourage shareholders to participate in corporate governance, and shall appoint a professional stock agency to handle the affairs of the shareholders' meeting to ensure that it is convened on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure and casting votes, and is advised to upload notices, agendas and supplementary information of shareholders' meetings in both Chinese and English concurrently in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws. The Company that employs electronic voting at a shareholders' meeting is advised to avoid raising extraordinary motions and amendments to original proposals, and is advised to adopt a candidate nomination system for the election of directors and

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supervisors.

The Company is advised to arrange their shareholders to vote on each separate proposal in the shareholders' meeting agenda, and then put the voting results, namely the numbers of votes cast for and against and the number of abstentions, on the Market Observation Post System the same day.

If the Company distributes souvenirs at its shareholders' meeting, it shall not practice differential treatment or discrimination.

Article 8

The Company shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting in the minutes of the shareholders' meeting in accordance with the Company Act and related laws and regulations. With respect to the election of directors and supervisors, the method of voting adopted therefore and the total number of votes for the elected directors or supervisors shall be recorded on the meeting minutes.

The minutes of shareholders' meetings shall be properly and perpetually kept by the Company during its legal existence, and shall be sufficiently disclosed on the Company's website.

Article 9

The chairperson of the shareholders' meetings shall be fully familiar and in compliance with the Rules and Procedures of Shareholders' Meeting established by the Company. The chairperson shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will.

To protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of the Rules and Procedures of Shareholders Meeting, it is advisable for the members of the Board of Directors other than the chairperson of the shareholders' meeting to promptly assist the attending shareholders at the shareholders' meeting in electing a new chairman of the shareholders' meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.

Article 10

The Company shall place high importance on the shareholder's right to know, and shall faithfully comply with applicable regulations regarding information disclosure in order to provide shareholders regular and timely information on the Company's financial conditions and operations, insider shareholdings, and corporate governance status through the MOPS or the website established by the Company.

To treat all shareholders equally, it is advisable that the Company concurrently disclose

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the information under the preceding paragraph in English.

To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting the Company's insiders from trading securities using information not disclosed to the market.

Article 11

Shareholders shall be entitled to profit distributions by the Company. To ensure the investment interests of shareholders, the shareholders' meeting may, pursuant to Article 184 of the Company Act, examine the statements and books prepared and submitted by the Board of Directors and the reports submitted by the Audit Committee or supervisors, and may decide profit distributions and deficit off-setting plans by resolution. To proceed with the above examination, the shareholders' meeting may appoint an inspector.

The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records and assets of the Company.

The Board of Directors, Audit Committee or supervisors, and managers of the Company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without any obstruction, rejection or circumvention.

Article 12

In entering into material financial and business transactions, such as acquisition or disposal of assets, lending funds, and making endorsements or providing guarantees, the Company shall proceed in accordance with the applicable laws and/or regulations and establish operating procedures in relation to these material financial and business transactions which shall be reported to and approved by the shareholders' meeting so as to protect the interests of the shareholders.

When the Company is involved in a merger, acquisition or public tender offer, in addition to proceeding in accordance with the applicable laws and/or regulations, it shall not only pay attention to the fairness and rationality of the plan and transaction of the merger, acquisition or public tender offer, but also take notice of information disclosure and the soundness of its financial structure thereafter.

The employees of the Company handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal.

Section 2 Establishing a Mechanism for Interaction with Shareholders Article 13

To protect the rights and interests of shareholders, it is advisable that the Company designate employees exclusively dedicated to handling shareholder proposals, inquiries, and disputes.

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The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholders' rights and interests were damaged by a resolution adopted at a shareholders' meeting or a board of director meeting in violation of applicable laws, regulations, or the Company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company's articles of incorporation by any directors, supervisors or managers in performing their duties.

It is advisable that the Company adopt internal procedures for appropriate handling of matters referred to in the preceding two paragraphs, and that it keep relevant written records for future reference and incorporate the procedures in its internal control system for management purposes.

Article 13-1

The Board of Directors of the Company is responsible for establishing a mechanism for interaction with shareholders to enhance mutual understanding of the development of the Company's objectives.

Article 13-2

In addition to communicating with shareholders through shareholders' meetings and encouraging shareholders to participate in such meetings, the Board of Directors of the Company together with managers and independent directors shall engage with shareholders in an efficient manner to ascertain shareholders' views and concerns, and expound the Company's policies explicitly, in order to gain shareholders' support.

Section 3 Corporate Governance Relationships between the Company and Its Affiliated Enterprises

Article 14

The Company shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises (subsidiaries which are substantially controlled by the Company or 50% of whose shares are directly or indirectly held by the Company) with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls.

Article 15

A director who engages in any transaction for himself or on behalf of another person that is within the scope of the Company's operations shall explain the major content of such actions to the shareholders' meeting and obtain its consent.

Article 16

The Company shall establish sound objectives and systems for management of finance, operations, and accounting in accordance with applicable laws and regulations. It shall

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further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks, customers and suppliers, and implement the necessary control mechanisms to reduce credit risk.

Article 17

When the Company and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactions shall be prohibited.

All transactions or contracts made by and between the Company and its affiliated persons and shareholders shall follow the principles set forth in the preceding paragraph, and improper channeling of profits is strictly prohibited.

Article 18

• A corporate shareholder having controlling power over the Company shall comply with the following provisions:

• It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the Company to conduct any business which is contrary to normal business practice or not profitable.

• Its representative shall follow the rules implemented by its company with respect to the exercise of rights and participation of resolution, so that at a shareholders' meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director or supervisor.

• It shall comply with relevant laws, regulations and the articles of incorporation of the Company in nominating directors or supervisors and shall not act beyond the authority granted by the shareholders' meeting or board of director meeting.

• It shall not improperly intervene in corporate policy making or obstruct corporate management activities.

• It shall not restrict or impede the management or production of the Company by methods of unfair competition such as monopolizing corporate procurement or foreclosing sales channels.

• The representative that is designated when a corporate shareholder has been elected as a director or supervisor shall meet the Company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.

Article 19

The Company shall retain at any time a register of major shareholders who own a relatively high percentage of shares and have controlling power, and of the persons

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with ultimate control over those major shareholders.

The Company shall disclose periodically important information about its shareholders holding more than 10 percent of the outstanding shares of the Company relating to the pledge, increase or decrease of share ownership, or other matters that may possibly trigger a change in the ownership of their shares.

The major shareholders indicated in the first paragraph refer to those who own 5 percent or more of the outstanding shares of the Company or whose shareholding stake thereof is on the top 10 list.

Chapter III Enhancing the Functions of the Board of Directors

Section 1 Structure of the Board of Directors

Article 20

The Board of Directors of the Company shall direct corporate strategies, supervise the management, and be responsible to the Company and shareholders. The various procedures and arrangements of the corporate governance system shall ensure that, in exercising its authority, the Board of Directors complies with laws, regulations, its articles of incorporation, and the resolutions of the shareholders' meetings.

The structure of the Company's Board of Directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.

The composition of the Board of Directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as the Company's managers not exceed one-third of the total number of the Board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

1. Basic requirements and values: gender, age, nationality, and culture.

2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

All members of the Board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities:

1. Ability to make operational judgments.

2. Ability to perform accounting and financial analysis.

3. Ability to conduct management administration.

4. Ability to conduct crisis management.

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6. Knowledge of the industry.

7. An international market perspective.

8. Ability to lead.

9. Ability to make policy decisions.

Article 21

The Company shall, according to the principles for the protection of shareholders' rights and interests and equitable treatment of shareholders, establish a fair, just, and open procedure for the election of directors, encourage shareholder participation, and adopt the cumulative voting mechanism pursuant to the Company Act in order to fully reflect shareholders' views.

Unless the competent authority in charge otherwise grants an approval, a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors of the Company.

When the number of directors falls below five due to the discharge of a director for any reason, the Company shall hold a by-election for director at the following shareholders' meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the Company shall convene an extraordinary shareholders' meeting within 60 days of the occurrence of that fact for a by-election for director(s).

The aggregate shareholding percentage of all of the directors of the Company shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed.

Article 22

Before a shareholders' meeting is convened for the reelection of directors, the Company shall review in advance the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to the director candidates recommended by shareholders or directors, and the Company shall not arbitrarily add requirements for documentation of other qualifications. It is advised to provide the results of the review to shareholders for their reference, so that qualified directors will be elected.

The Board of Directors shall assess carefully the qualifications and other matters listed in the preceding paragraph and the willingness of a candidate to act as director after it is so elected, before proposing a roster of director candidates as required.

Article 23

Clear distinctions shall be drawn between the responsibilities and duties of functional committees of the Board, the chairman and president of the Company.

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It is inappropriate for the chairman to also act as the president. If the chairman also acts as the president or the chairman and the president are spouses or relatives within the first degree of kinship, it is advisable that the number of independent directors be added.

The Company with a functional committee shall clearly define the responsibilities and duties of the committee.

Section 2 Independent Director System

Article 24

The Company shall appoint independent directors in accordance with the articles of incorporation. They shall be not less than two in number and not less than one-fifth of the total number of the directors.

Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed and, in addition, it is not advisable for an independent director to hold office concurrently as a director (including an independent director) or supervisor of more than five other TWSE/TPEx listed companies. Independent directors shall also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company.

The Company shall adopt a candidate nomination system for election of independent directors and expressly stipulate such a system in the articles of incorporation. The shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots pursuant to Article 198 of the Company Act.

If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director.

The "group enterprises and organizations" referred to in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company. Change of status between independent directors and non-independent directors during their tenure is prohibited.

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If an independent director is discharged for any reason, resulting in the number of directors lower than that required under paragraph 1 or the articles of incorporation, a by-election for an independent director shall be held at the next shareholders' meeting. In the event that all independent directors have been discharged, the Company shall convene an extraordinary shareholders' meeting to hold a by-election within 60 days from the date on which the vacancies arose.

The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the rules and regulations of the Taiwan Stock Exchange or GreTai Securities Market.

Article 25

The Company shall submit the following matters to the Board of Directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the board of director meeting:

1. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

2. Adoption or amendment of procedures for acquisition or disposal of assets, engaging in derivative trading, lending funds to others, and making endorsements or providing guarantees pursuant to Article 36-1 of the Securities and Exchange Act.

3. Matters bearing on the personal interest of a director or a supervisor.

4. Major assets or derivative trading.

5. Major lending of funds, endorsements or guarantees.

6. Offering, issuance, or private placement of any equity-type securities.

7. The appointment, dismissal, or compensation of certified accountants.

8. Appointment or dismissal of financial, accounting, or internal auditing officers.

9. Other major matters so required by the authority in charge.

Article 26

The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The Company or other Board members shall not restrict or obstruct the performance of duties by the independent directors.

The Company shall stipulate the remuneration of the directors according to applicable laws and regulations. The remuneration of the directors shall fully reflect the personal performance and the long-term management performance of the Company, and the risk of the Company’s operation shall be taken into consideration. Different but reasonable

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remuneration from that of other directors may be set forth for the independent directors.

When the Company, under its articles of incorporation, or by resolution of its shareholders' meeting, or by order of the authority in charge, sets aside a certain proportion of earnings as special reserve, such allocation shall be made after the allocation of legal reserve and before the distribution of director, supervisor, and employee compensations, and the Company shall provide in the articles of incorporation the method to be adopted for distributing earnings when reversal of the special reserve is added to the undistributed earnings.

Section 3 Functional Committees

Article 27

For the purpose of developing supervisory functions and strengthening management mechanisms, the Board of Directors of the Company, in consideration of the Company's scale and type of operations and the number of its Board members, may set up functional committees for auditing, remuneration, nomination, risk management or any other functions, and based on concepts of corporate social responsibility and sustainable operation, may set up environmental protection, corporate social responsibility, or other committees, and expressly provide for them in the articles of incorporation.

Functional committees shall be responsible to the Board of Directors, and submit their proposals to the Board of Directors for approval, provided that the performance of supervisor's duties by the Audit Committee pursuant to Paragraph 4, Article 14-4 of the Securities and Exchange Act shall be excluded.

Functional committees shall adopt an organizational charter to be approved by the Board of Directors. The organizational charter shall contain the number, tenure, and powers of the committee members as well as the meeting rules and resources to be provided by the Company for exercise of power by the committee.

Article 28

The Company shall establish either an Audit Committee or a supervisor.

The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.

If the Company has established an Audit Committee, the provisions regarding supervisors in the Securities and Exchange Act, the Company Act, other laws and regulations, and these Principles shall apply mutatis mutandis to the Audit Committee. If the Company has established an Audit Committee, Article 25 herein does not apply to the following matters, which shall be subject to the consent of at least one half of all

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members of the Audit Committee and be submitted to the Board of Directors for resolution:

1. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

2. Assessment of the effectiveness of the internal control system.

3. Adoption or amendment of procedures for acquisition or disposal of assets, engaging in derivative trading, lending funds to others, and making endorsements or providing guarantees pursuant to Article 36-1 of the Securities and Exchange Act.

4. Matters bearing on the personal interest of a director.

5. Major assets or derivative trading.

6. Major lending of funds, endorsements or guarantees.

7. Offering, issuance, or private placement of any equity-type securities.

8. Appointment, dismissal, and compensation of certified accountants.

9. Appointment of dismissal of financial, accounting, or internal auditing officers.

10. Annual and semi-annual financial statements.

11. Other major items so required by the Company or authority in charge. The exercise of power by the Audit Committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE or TPEx.

Article 28-1

The Company shall establish a Remuneration Committee. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded over the Counter.

The Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the Board of Directors. However, recommendations for the remuneration of supervisors may be submitted for deliberation by the Board of Directors only when the Board of Directors is expressly authorized to handle the supervisors' remuneration by the Company's articles of incorporation or by a resolution of the shareholders' meeting: 1. Prescribe and periodically review the policies, systems, standards, and structures of the performance evaluation and remuneration of directors, supervisors and managerial officers.

1. Periodically evaluate and prescribe the remuneration of directors, supervisors, and

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managerial officers.

When performing the official powers of the preceding paragraph, the Remuneration Committee shall follow the principles listed below:

1. With respect to the performance evaluation and remuneration of directors, supervisors and managerial officers of the Company, the Remuneration Committee shall refer to the typical pay levels adopted by peer companies, and take the reasonableness of the correlation between remuneration and individual performance, the Company's business performance, and future risk exposure into consideration.

2. The Remuneration Committee shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the Company may tolerate.

3. The Remuneration Committee shall take the characteristics of the industry and the nature of the Company's business into consideration when determining the ratio of compensation for the short-term performance of its directors and senior management and the time at which the variable part of remuneration is paid.

Article 28-2

The Company is advised to establish and announce channels for internal and external whistle-blowers and have whistle-blower protection mechanisms in place. The unit that handles whistle-blowers' reporting shall be independent, provide encrypted protection for the files furnished by whistle-blowers, and appropriately restrict access to such files. It shall also formulate internal procedures and incorporate those procedures into the Company's internal control system for management purposes.

Article 29

To improve the quality of its financial statements, the Company shall establish the position of deputy to its principal accounting officer.

To enhance the professional abilities of the deputy accounting officer referred to in the preceding paragraph, the deputy's continuing education shall proceed following the schedule of the principal accounting officer.

Accountants handling the preparation of financial statements shall also participate in relevant professional development courses for 6 hours or more each year. Those courses may be internal training activities organized by the Company or professional courses offered by professional development institutions for principal accounting officers.

The Company shall select a professional, responsible, and independent CPA to perform regular reviews of financial conditions and internal control measures of the Company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement

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improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent directors, supervisors or Audit Committee, and CPA, and to incorporate procedures for that purpose into the Company's internal control system for management purposes.

The Company shall evaluate the independence and suitability of the CPA engaged by the Company regularly, and no less frequently than once annually. In the event that the Company engages the same CPA without replacement for seven consecutive years, or if the CPA is subject to disciplinary action or other circumstances prejudicial to the CPA's independence, the Company shall evaluate the necessity of replacing the CPA and submit its conclusion to the Board of Directors.

Article 30

It is advisable that the Company engages a professional and competent legal counsel to provide adequate legal consultation services to the Company, or to assist the directors, the supervisors and the management to improve their knowledge of the law, for the purposes of preventing any infraction of laws or regulations by the Company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures.

When, as a result of performing their lawful duties, directors, supervisors or the management are involved in litigation or a dispute with shareholders, the Company shall retain a legal counsel to provide assistance as circumstances require.

The Audit Committee or an independent director may retain a legal counsel, CPA, or other professionals on behalf of the Company to conduct a necessary audit or provide consultation services on matters in relation to the exercise of their power, at the expense of the Company.

Section 4 Rules for the Proceedings of Board Meetings and the Decision-Making Procedures Article 31

The Board of Directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board of director meeting, a meeting notice which specifies the purposes of the meeting shall be sent to each director and supervisor no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the Board of Directors.

The Company shall establish the Rules and Procedures of Board of Director Meetings, which shall follow the Regulations Governing Procedure for Board of Directors Meetings of Public Companies with regard to the content of deliberations, procedures,

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matters to be recorded in the meeting minutes, public announcements, and other matters for compliance.

Article 32

Directors of the Company shall exercise a high degree of self-discipline. If a director or a juristic person represented by the director is an interested party with respect to any proposal for a board of director meeting, the director shall state the important aspects of the interested party relationship at the meeting. When the relationship is likely to prejudice the interests of the Company, the director shall not participate in any discussion or voting on that proposal and shall enter recusal during the discussion and voting. The director shall also not act as another director's proxy to exercise the voting right on that matter. Directors shall also exercise self-discipline among themselves and avoid collusion.

Matters requiring the voluntary recusal of a director shall be clearly set forth in the Rules and Procedures of Board of Director Meetings.

Article 33

When a board of director meeting is convened to consider any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act, an independent director of the Company shall attend the board of director meeting in person, and may not be represented by a non-independent director via proxy. When an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of director meeting; if the independent director cannot attend the board of director meeting in person to voice his or her dissenting or qualified opinion, he or she shall provide a written opinion before the board of director meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of director meeting.

In any of the following circumstances, decisions made by the Board of Directors shall be noted in the meeting minutes, and publicly announced and filed in the MOPS before the beginning of trading hours on the first business day after the date of the board of director meeting:

1. An independent director has a dissenting or qualified opinion which is on record or stated in a written statement.

2. The matter was not approved by the Audit Committee (if set up by the Company), but had the consent of more than two-thirds of all directors.

During a board of director meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meeting, make reports on the current business conditions of the Company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or professional may be invited to sit in at the meeting to assist the directors in understanding the conditions of the Company

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for the purpose of adopting an appropriate resolution, provided that he/she shall leave the meeting when deliberation or voting takes place.

Article 34

The Company's employees attending board of director meetings shall collect and correctly record the meeting minutes in detail, as well as a summary, the method of resolution, and voting results of all the proposals submitted to the board of director meeting in accordance with relevant regulations.

The minutes of the board of director meetings shall be signed by the chairperson and minute taker of the meeting and sent to each director and supervisor within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the Company.

Meeting minutes may be produced, distributed, and preserved by electronic means.

The Company shall record on audio or video tape the entire proceedings of a board of director meeting and preserve the recordings for at least 5 years in electronic form or otherwise.

If a lawsuit arises with respect to a resolution of a board of director meeting before the end of the preservation period referred to in the preceding paragraph, the relevant audio or video recordings shall be preserved for a further period, in which case the preceding paragraph does not apply.

Where a board of director meeting is held via video conference, the audio or video recordings of the meeting constitute a part of the meeting minutes and shall be preserved permanently.

When a resolution of the Board of Directors violates laws, regulations, the articles of incorporation, or resolutions adopted by the shareholders' meeting, and thus causes damage to the Company, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages.

Article 35

The Company shall submit the following matters to the Board of Directors for discussion:

1. Corporate business plan.

2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).

3. Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act.

4. Adoption or amendment of procedures for acquisition and disposal of assets, engaging in derivative trading, lending funds to other parties, and endorsement and

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guarantee in accordance with Article 36-1 of the Securities and Exchange Act.

1. Offering, issuance, or private placement of any equity-type securities.

2. Standard for the performance evaluation and remuneration of managerial officers.

3. Structure and system of director's remuneration.

4. Appointment or dismissal of financial, accounting, or internal auditing officers.

5. Donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the next board of director meeting for retroactive recognition.

6. Items required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be submitted to a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority.

Except for matters that must be submitted to the Board of Directors for discussion under the preceding paragraph, when the board of director meeting is in recess, the exercise of its power may be delegated to others in accordance with laws, regulations, or the articles of incorporation. However, the level of delegation or the content or matters to be delegated shall be clearly specified, and general authorization is not permitted.

Article 36

The Company shall ask the appropriate corporate department or personnel to execute matters pursuant to Board of Directors' resolutions in a manner consistent with the planned schedule and objectives. It shall also follow up those matters and faithfully review their implementation.

The Board of Directors shall remain informed of the progress of implementation and receive reports in subsequent meetings to ensure the actual implementation of the Board's management decisions.

Section 5 Fiduciary Duty, Duty of Care and Responsibility of Directors Article 37

Members of the Board of Directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the Company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved by the law or the articles of incorporation for approval in shareholders' meetings, they shall ensure that all matters are handled according to the resolutions of the Board of Directors.

Any resolution of the Board of Directors that involves the Company's business development or a major policy direction shall be carefully considered and shall not affect the implementation or effectiveness of corporate governance.

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It is advisable that the Company formulate rules and procedures for board performance evaluations, and that each year it conduct regularly scheduled performance evaluations of the Board of Directors, functional committees, and individual directors through self-assessment, peer-to-peer assessment, external professional institutions, or in any other appropriate manner. It is advisable that the performance evaluation of the Board of Directors (including functional committees) include the following aspects, and that appropriate evaluation indicators be developed in consideration of the Company's needs:

1. Degree of participation in the Company's operations.

2. Improvement in the quality of decision-making by the Board of Directors.

3. Composition and structure of the Board of Directors.

4. Election and continuous development of directors.

5. Internal controls.

It is advisable that performance evaluations of the Board of Directors (self-assessment

or peer-to-peer assessment) include the following aspects, with appropriate adjustments made on the basis of the Company's needs:

1. The grasp of the Company’s goals and missions.

2. Recognition of directors’ duties.

3. Degree of participation in the Company’s operation.

4. Management of internal relationship and communication.

5. Professionalism and continuing professional education.

6. Internal controls.

The Board of Directors of the Company shall consider adjusting its composition according to the results of performance evaluations.

Article 37-1

It is advisable that the Company establish a succession plan for the management. The development and implementation of such a plan shall be periodically evaluated by the Board of Directors to ensure sustainable operation.

Article 38

• If a resolution of the Board of Directors violates laws, regulations or the Company's articles of incorporation, at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of a supervisor to discontinue the implementation of the resolution, members of the Board of Directors shall take appropriate measures or discontinue the implementation of such a resolution as soon as possible.

Upon discovering any likelihood that the Company would suffer material damage, members of the Board of Directors shall immediately report to the Audit Committee, an independent director of the Audit Committee, or a supervisor in accordance with the

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foregoing paragraph.

Article 39

The Company is advised to take out directors' liability insurance with respect to liabilities resulting from exercising their duties during their tenure, so as to reduce and spread the risk of material harm to the Company and shareholders arising from the wrongdoings or negligence of directors.

The Company is advised to report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out or renewed for directors at the next board of director meeting.

Article 40

Members of the Board of Directors are advised to participate in training courses on finance, business, commerce, accounting, or law offered by institutions designated in the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, which cover subjects relating to corporate governance upon becoming directors and throughout their tenure. They shall also ensure that employees at all levels will enhance their professionalism and knowledge of the law.

Chapter IV Empowering Supervisors

Section 1 Functions of Supervisors

Article 41

The Company shall stipulate a fair, just, and open procedure for the election of supervisors, and shall adopt a cumulative voting mechanism except as otherwise provided in the articles of incorporation, to fully reflect the opinions of the shareholders.

The Company shall take the needs of overall business operations into consideration and comply with the rules of the TWSE or TPEx in setting the minimum number of supervisors.

The aggregate shareholding percentage of all of the supervisors of the Company shall comply with laws and regulations. Restrictions on share transfers by each supervisor and the creation, release, or changes in pledges of shares held by each supervisor shall comply with the relevant laws and regulations, and the relevant information shall be fully disclosed.

Article 42

Before a shareholders' meeting is convened for the reelection of supervisors, the Company shall review in advance the qualifications, education, working experience, background and the existence of any other matters set forth in Article 30 of the Company Act with respect to the supervisor candidates recommended by the

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shareholders or directors, and the Company may not arbitrarily add requirements for documentation of other qualifications. It is advised to provide the results of the review to the shareholders for their reference, so that qualified supervisors will be elected.

The Board of Directors shall assess carefully the qualifications and other matters listed in the preceding paragraph and the willingness of a candidate to act as a supervisor after he/she is so elected, before proposing a roster of supervisor candidates as required.

Article 43

Unless otherwise approved by the authority in charge, at least one supervisor seat shall have no spousal relationship or familial relationship within the second degree of kinship with another supervisor or a director.

The Company is advised to refer to the provisions on independence provided in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and appoint a suitable supervisor to enhance its risk management and financial and operational control.

A supervisor will preferably be domiciled within the territory of the Republic of China to allow timely performance of supervisory functions.

Section 2 Powers and Obligations of Supervisors

Article 44

A supervisor shall be familiar with the relevant laws and regulations, and shall understand the rights, obligations, and duties of directors of the Company and the functions, duties, and operation of each department. A supervisor shall attend meetings of the Board of Directors to supervise its operations and to state his/her opinions when appropriate so as to grasp or discover any abnormal situation early on.

The Company shall stipulate the supervisor's remuneration in the articles of incorporation or by an approval in a shareholders' meeting.

Article 45

A supervisor shall supervise the implementation of the operations of the Company, and the performance of duties by directors and managers, and care the enforcement of the internal control system, so as to reduce the financial and operational risks of the Company.

Where a director, for himself/herself or on behalf of others, enters into a sale/purchase or loan transaction, or conducts any legal act with the Company, a supervisor shall act as the representative of the Company. In the event that the Company has set up an Audit Committee, an independent director of the Audit Committee shall act as the representative of the Company in the above situation.

Article 46

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A supervisor shall investigate the operational and financial conditions of the Company from time to time, and the relevant departments in the Company shall provide the books or documents that will be needed for the supervisor's review.

When reviewing the finance or operations of the Company, a supervisor may retain legal counsels or CPAs on behalf of the Company to perform the review; however, the Company shall inform the relevant persons of their confidentiality obligations.

The Board of Directors or managers shall submit reports in accordance with the request of the supervisors and shall not for any reason obstruct, circumvent, or refuse the inspection of the supervisor.

When a supervisor performs his/her duties, the Company shall provide necessary assistance as needed by the supervisor, and the reasonable expenses that the supervisor needs shall be borne by the Company.

Article 47

For supervisors to timely discover any possible irregular conduct in the Company, the Company shall establish a channel for supervisors to communicate with the employees, shareholders, and stakeholders.

Upon discovering any irregular conduct, a supervisor shall take appropriate measures timely to curb the expansion of the irregular conduct, and file a report to the relevant authorities or agencies in charge if necessary.

When an independent director, a president, an officer of the finance, accounting, research and development, or internal audit department, or a CPA resigns or is removed from his/her position, the supervisors shall investigate the reasons.

Article 48

When exercising his/her supervisory power, each supervisor of the Company may, after taking into consideration the overall interest of the Company and shareholders, convene a meeting to exchange opinions among all the supervisors when he or she feels necessary, but in so doing may not obstruct supervisors in exercising their duties.

Article 49

The Company is advised to take out supervisors' liability insurance with respect to liabilities resulting from the exercise of duties during their tenure, so as to reduce and spread the risk of material harm to the Company and shareholders arising from the wrongdoing or negligence of supervisors.

The Company is advised to report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out or renewed for supervisors at the next board of director meeting.

Article 50

Upon becoming supervisors and throughout their terms, supervisors are advised to participate in training courses on finance, business, commerce, accounting, or law or

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offered by institutions designated in the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, which cover subjects relating to corporate governance upon becoming supervisors and throughout their tenure.

Chapter V Respecting Stakeholders' Rights and Interests

Article 51

The Company shall maintain channels of communication with its banks, other creditors, employees, consumers, suppliers, community, or other stakeholders of the Company, respect and safeguard their legal rights and interests, and designate a stakeholder section on its website.

When any of a stakeholder's legal rights or interests is harmed, the Company shall handle the matter in a proper manner and in good faith.

Article 52

The Company shall provide sufficient information to banks and its other creditors to facilitate their evaluation of the operational and financial conditions of the Company and its decision-making process. When any of their legal rights or interests is harmed, the Company shall respond with a responsible attitude and assist creditors in obtaining compensation through proper means.

Article 53

The Company shall establish channels of communication with employees and encourage employees to communicate directly with the management, directors, or supervisors, so as to reflect employees' opinions about the management, financial conditions, and material decisions of the Company concerning employee welfare.

Article 54

In developing its normal business and maximizing the shareholders' interests, the Company shall pay attention to consumers' interests, environmental protection of the community, and public welfare, and shall give serious regard to its social responsibility.

Chapter VI Improving Information Transparency

Section 1 Enhancing Information Disclosure

Article 55

Disclosure of information is a major responsibility of the Company. The Company shall perform its obligations faithfully in accordance with the relevant laws and the rules of TWSE or TPEx.

The Company shall establish an Internet-based reporting system for public information, appoint employees responsible for gathering and disclosing the information, and establish a spokesperson system, so as to ensure the proper and timely disclosure of

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information on policies that might affect the decisions of shareholders and stakeholders. Article 56

To enhance the accuracy and timeliness of the material information disclosed, the Company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the Company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the Company in making statements independently.

The Company shall appoint one or more acting spokespersons who shall represent the Company, when the spokesperson cannot perform his/her duties, in making statements to the public independently, provided that the order of delegation shall be established to avoid any confusion.

To implement the spokesperson system, the Company shall unify the process of making external statements. It shall require the management and employees to maintain the confidentiality of financial and operational secrets and prohibit their disclosure of any such information at will.

The Company shall disclose the relevant information immediately whenever there is any change in the position of a spokesperson or acting spokesperson.

Article 57

To keep shareholders and stakeholders fully informed, the Company shall utilize the convenience of the Internet and set up a website containing the information regarding its finances, operations, and corporate governance. It is also advisable for the Company to furnish the financial, corporate governance, and other relevant information in English.

To avoid misleading information, the aforesaid website shall be maintained by the designated employees, and the recorded information shall be accurate, detailed and updated on a timely basis.

Article 58

The Company shall hold an investor conference in compliance with the rules of the TWSE or TPEx, and shall keep an audio or video record of the meeting. The financial and business information disclosed in the investor conference shall be disclosed on the Market Observation Post System and provided for inquiry through the website established by the Company, or through other channels in accordance with the rules of TWSE or TPEx.

Section 2 Disclosure of Information on Corporate Governance Article 59

The Company shall disclose and update from time to time the following information on corporate governance in the fiscal year in accordance with laws and regulations and the

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rules of TWSE or TPEx (disclosure of supervisors' information is not required if an Audit Committee is set up by the Company):

1. Corporate governance framework and rules.

2. Ownership structure and the rights and interests of shareholders (including specific and explicit dividend policy).

3. Structure, professionalism and independence of the Board of Directors.

4. Responsibilities of the Board of Directors and managerial officers.

5. Composition, duties and independence of the Audit Committee or supervisors.

6. Composition, duties, and operation of the Remuneration Committee and other functional committees.

7. The remuneration paid to the directors, supervisors, president and vice presidents in the last two fiscal years, the analysis of the ratio of total remuneration to net profit after tax in the parent company only financial statements or individual financial statements, the policy, standard and package of remuneration payment, the procedure for the determination of remuneration and the connection with the operation performance and future risk. Under special individual circumstances, remuneration of individual directors and supervisors shall be disclosed.

8. Progress of training of directors and supervisors

9. Stakeholders’ rights, relationship, appeal channels, issues concerned and appropriate response mechanisms.

10. Details of matters subject to disclosure required by laws and regulations.

11. Enforcement of corporate governance, differences between the corporate governance principles implemented by the Company and these Principles, and the reason for the differences.

12. Other information on corporate governance.

The Company shall, according to the actual performance of the corporate governance system, disclose the plans and measures to improve its corporate governance system through appropriate mechanisms.

Chapter VII Supplementary Provisions

Article 60

The Company shall be aware of domestic and international developments in corporate governance at any time as a basis for review and improvement of its own corporate governance mechanisms, so as to enhance their effectiveness.

Article 61

The establishment and amendment of these Principles shall be approved by the Board of Directors of the Company and reported to the shareholders' meeting.

Article 62

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These Principles were established on November 14, 2014. The first amendment was made on January 26, 2015. The second amendment was made on November 14, 2016.

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Appendix 3

Mercuries & Associates Holding, Ltd. Corporate Social Responsibility Best Practice Principles (before Amendment)

Chapter I General Provisions

Article 1

To fulfill the corporate social responsibility and to promote economic, social, and environmental sustainability, the Corporate Social Responsibility Best Practice Principles (these Principles) are established in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and related regulations.

These Principles applies to the entire operations of the Company and its subsidiaries.

Article 2

The Company has strived to maintain the rights and interests of all stakeholders, while incorporating its corporate social responsibility into the daily operations, so as to fulfill its corporate social responsibility and contribute to the economic development of the country.

Article 3

In fulfilling the corporate social responsibility, the Company shall give respect to social ethics and the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance and incorporate them in its corporate management and business operations.

Article 4

To implement the corporate social responsibility, the Company is advised to follow the principles below:

1. Exercise corporate governance.

2. Foster a sustainable environment.

3. Preserve public welfare.

4. Enhance the disclosure of information on the corporate social responsibility.

Article 5

The Company shall abide by laws and regulations, take the development of domestic and international corporate social responsibility principles and the operation of the Company and of its respective business groups as a whole into consideration, and establish policies, systems or related guideline for corporate social responsibility, which shall be approved by the Board of Directors.

Chapter II Exercising Corporate Governance

Article 6

The Board of Directors of the Company shall exercise the due care of good administrators to urge the Company to perform its corporate social responsibility, examine the results of the implementation thereof from time to time and continually make adjustments, so as to ensure the thorough implementation of its corporate social responsibility policies and the disclosure of related information.

Article 7

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The directors of the Company shall exercise the due care of good administrators to urge the Company to perform its corporate social responsibility, examine the results of the implementation thereof from time to time and continually make adjustments, so as to ensure the thorough implementation of its corporate social responsibility policies.

The board of directors of the Company is advised to give full consideration to the interested parties, including the following matters, in the Company's performance of its corporate social responsibility:

1. Propose the mission or vision of the corporate social responsibility, formulate polices, systems or related guidelines.

2. Incorporate the corporate social responsibility into the Company’s business and development guidelines and ratify concrete promotional plans for corporate social responsibility.

3. Ensure the real-time and correct disclosure of information on corporate social responsibility.

4. The Board of Directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the Board of Directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.

Article 8

The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.

Article 9

The Company shall establish the Corporate Governance Best Practice Principles and the Ethical Corporate Management Best Practice Principles to set up effective corporate governance frameworks, so as to enhance its corporate governance.

Article 10

The Company shall comply with relevant laws and regulations and observe the following guidelines to maintain a fair competition environment:

1. Avoid engaging in unfair competition.

2. Faithfully fulfill tax-related obligations.

3. Not tolerate bribery or corruption and establish appropriate management systems

4. Corporate endowments shall be made in accordance with the Company's internal procedures. Article 11

The Company shall enhance training on corporate ethics and promote the awareness of matters prescribed in Article 10 for directors, supervisors, and employees and set up a clear and effective reward and punishment system.

Chapter III Fostering a Sustainable Environment

Article 12

The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations.

Article 13

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The Company shall endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.

Article 14

The Company shall establish a dedicated unit or assign dedicated employees for maintaining relevant environment management systems, and shall hold environment education courses for its managerial officers and other employees on a periodic basis.

Article 15

The Company is advised to take the effect of business operations on ecological efficiency into account, promote and advocate the concept of sustainable consumption, and conduct research and development, production, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from its business operations:

1. Reduce resource and energy consumption of products and services.

2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.

3. Improve recyclability and reusability of raw materials or products.

4. Maximize the sustainability of renewable resources.

5. Enhance the durability of products.

6. Improve efficiency of products and services.

Article 16

To improve water use efficiency, The Company shall properly and sustainably use water resources and establish relevant management measures.

The Company shall avoid polluting water, air and land in operations. If such pollution is inevitable, the Company shall consider cost-effectiveness and technological and financial feasibility and make its best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

Article 17

The Company is advised to monitor the impact of climate change on its operations and shall establish strategies for energy conservation and carbon and greenhouse gas reduction based upon its operations and the result of a greenhouse gas inventory, so as to promote and minimize the impact of its business operations on climate change.

Chapter IV Preserving Public Welfare

Article 18

The Company shall comply with relevant labor laws and regulations, protect the legal rights and interests of employees, respect internationally recognized principles of the labor force's human rights, and shall not commit violations against the fundamental labor rights.

The human resources policies of the Company shall be founded on the principles of the labor force's human rights and shall contain appropriate management methods and procedures. Article 19

The Company shall provide information for employees, so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the Company has business operations.

Article 20

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The Company shall provide safe and healthful work environments for employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents.

The Company shall organize training on safety and health for employees on a regular basis.

Article 21

The Company shall create an environment conducive to the development of employees' careers and establish effective training programs to foster career skills.

Article 22

The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions.

Article 22-1

The Company is advised to treat customers or consumers in a fair and reasonable manner based on the characteristics of products or services provided and nature of the industry. The Company shall also develop the relevant strategies and specific measures for implementation.

The aforementioned fair and reasonable manner includes:

1. Adhering to reciprocity, fairness and good faith in entering into contracts.

2. Fulfilling due care and fiduciary duty while being entrusted by customers.

3. Ensuring truthfulness in advertising and soliciting.

4. Confirming fitness of products or services that are provided for customers or consumers.

5. Giving a thorough explanation of important contents and disclosing risks for products or services that are provided.

6. Compensation of a salesperson depends on the right of clients and customers and the achievement of performance

7. A smooth grievance channel for customers or consumers, ensuring the response by the Company realistically.

8. The practitioners who engage in the business requiring professionalism are advised to obtain professional qualifications or licenses.

Article 23

The Company shall ensure the quality of its products and services by following the laws and regulations of the government and relevant standards of its industry.

The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling its products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.

Article 24

The Company shall provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints and shall comply with laws and regulations for respecting consumers' rights of privacy and protect personal information provided by consumers.

Article 25

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The Company is advised to assess the impact its procurement has on society as well as the environment of the community that it is purchasing from, and shall cooperate with suppliers to jointly implement the corporate social responsibility. Article 26

The Company shall evaluate the impact of its business operations on the community, and adequately employ personnel from the location of the business operations to enhance community acceptance.

The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services, dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Chapter V Enhancing Disclosure of Information on Corporate Social Responsibility

Article 27

The Company shall disclose information according to relevant laws and regulations and these Principles, and shall fully disclose relevant and reliable information relating to its corporate social responsibility to improve information transparency.

Relevant information relating to corporate social responsibility which the Company shall disclose includes:

1. The systems, strategies, policies and relevant guidelines for corporate social responsibility, as resolved by the Board of Directors.

2. The risks and the impact on the corporate operations and financial conditions arising from exercising corporate governance, fostering a sustainable environment, and preserving social public welfare.

3. Goals and measures for realizing the corporate social responsibility established by the Company.

4. Performance of implementation of the Company's corporate social responsibility.

5. Other information on corporate social responsibility.

Chapter VI Supplementary Provisions

Article 28

The Company shall monitor the development of domestic and foreign corporate social responsibility standards and the change in business environment at any time, so as to examine and improve its established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibility policy.

Article 29

These Principles and amendments shall be implemented after the approval of the Board of Directors.

Article 30

These Principles were established on August 12, 2016.

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Appendix 4

Mercuries & Associates Holding, Ltd. Ethical Corporate Management Best Practice Principles (before Amendment)

Article 1

To foster a corporate culture of ethical management and sustainable development, the “Ethical Corporate Management Best Practice Principles (these Principles) for TWSE/GTSM Listed Companies” are established.

These Principles are applicable to business groups and organizations of the Company, which comprise its subsidiaries, any foundation to which the Company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by the Company.

Article 2

When engaging in commercial activities, directors, managerial officers, employees, and mandataries of the Company or persons having substantial control over the Company ("the Company's Personnel") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits.

Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, managerial officers, employees or substantial controllers or other stakeholders.

Article 3

"Benefits" referred to in these Principles shall mean any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4

The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/TPEx listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 5 (Policy)

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The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism, so as to create an operational environment for sustainable development.

Article 6

The Company shall set up the operational procedures and guidelines for the programs to forestall unethical conduct in accordance with the operational philosophies and policies prescribed in Article 5.

When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its business group are operating.

Article 7

The prevention programs adopted by the Company shall include preventive measures against the following:

1. Offering and acceptance of bribes.

2. Illegal political donations.

3. Improper charitable donations or sponsorship.

4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.

Article 8

The Company shall clearly specify in rules and external documents the ethical corporate management policies, and the Board of Directors and the management shall commit to carrying out the policies in internal management and in commercial activities

Article 9

The Company shall engage in commercial activities in a fair manner.

Prior to any commercial transactions, the Company shall consider the legality of its agents, suppliers, clients, or other trading counterparts and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with others, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparts are involved in unethical conduct, the Company may terminate or rescind the contracts at any time upon verification.

Article 10

When conducting business, the Company's Personnel shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, including bribes, kickbacks, commissions, and facilitation fees, or otherwise offer or accept improper

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benefits to or through clients, agents, contractors, suppliers, public servants, or other stakeholders. However, this is not limited to actions that comply with local regulations.

Article 11

When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company shall comply with the Political Donations Act and its own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.

Article 12

When making or offering donations and sponsorship, the Company's Personnel shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.

Article 13

The Company's Personnel shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.

Article 14

The directors of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments, so as to ensure thorough implementation of its ethical corporate management policies.

To achieve sound ethical corporate management, the Company shall assign the human resources department and the legal department to be responsible for establishing the ethical corporate management policies. The audit department is also assigned to supervise and implement the said policies and report to the Board of Directors on a regular basis.

Article 15

The Company's Personnel shall comply with laws and regulations and the prevention programs when conducting business.

Article 16

The Company shall adopt policies for preventing conflicts of interest and offer appropriate means for the Company's Personnel to voluntarily explain whether their interests would potentially conflict with those of the Company.

The directors shall be highly self-disciplined. When a proposal at a given board of director meeting concerns the personal interest of or the interest of the juristic person

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represented by any of the directors of the Company, which is likely to prejudice the interest of the Company, the concerned person may express opinions and answer questions but shall not participate in the discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and shall not exercise the voting right as a proxy for another director. Directors shall also exercise self-discipline and must not support one another in improper dealings.

The Company's Personnel shall not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children or any other person.

Article 17

The Company shall establish effective accounting systems and internal control systems for preventing business activities possibly at a higher risk of being involved in an unethical conduct, so as to ensure that the design and enforcement of the systems are showing results.

The internal auditor of the Company shall periodically examine the Company's compliance with the foregoing systems and prepare audit reports and submit the same to the Board of Directors.

Article 18

The Company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide the Company's Personnel on how to conduct business. The procedures and guidelines shall include the following matters:

1. Standards for determining whether improper benefits have been offered or accepted.

2. Procedures for offering legitimate political donations.

3. Procedures and the standard rates for offering charitable donations or sponsorship.

4. Rules for avoiding work-related conflicts of interests and how they should be reported and handled.

5. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.

6. Regulations and procedures for dealing with suppliers, clients and business transaction counterparty suspected of unethical conduct.

7. Handling procedures for violations of these Principles.

8. Disciplinary measures on offenders.

Article 19

The Company shall periodically organize training and awareness programs for the Company's Personnel.

To implement the policies of ethical corporate management, the Company has

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incorporated the policies of ethical corporate management into the performance evaluation system as the basis for the annual performance evaluation.

Article 20

The audit department is responsible to handle reported conduct in violation of ethical corporate management.

The Company shall keep the identity of whistle-blowers and the content of reported cases confidential.

The Company has disciplinary and appeal system for handling violations of the ethical corporate management rules.

Article 21

The Company shall disclose the implementation of these Principles on its websites, annual reports, and prospectuses.

Article 22

The Company shall monitor the development of relevant local and international regulations concerning ethical corporate management at any time and encourage the Company's Personnel to make suggestions, based on which these Principles will be reviewed and improved with a view to achieving better implementation of ethical corporate management.

Article 23

These Principles shall be implemented after the Board of Directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when these Principles have been amended.

Article 24

These Principles were established on November 14, 2014.

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Appendix 5

Mercuries & Associates Holding, Ltd. Codes of Ethical Conduct (before Amendment)

Adopted by the Board of Directors on November 14, 2014

Article 1

These Codes are established for the purpose of encouraging the Company's personnel to act in line with ethical standards and to help interested parties better understand the ethical standards of the Company.

Article 2

The Company's personnel referred to in these Codes shall mean directors, supervisors, managerial officers and other employees of the Company.

Managerial officers referred to in these Codes shall mean presidents, vice presidents or managers or their equivalents.

The Company's employees referred to in these Codes shall mean managerial officers and other employees of the Company.

Article 3

The Company's personnel shall comply with all regulations and these Codes and pursue high-level compliance.

The Company's directors, supervisors, and managerial officers shall set as examples to employees and promote the implementation of these Codes.

Article 4

In the execution of their duties, the Company's personnel shall abandon sectionalism, focus on teamwork, and comply with the principles of honesty and credibility in a proactive, responsible and prudent manner.

Article 5

The Company shall give respect to diversity and provide employees equal opportunities for appointment and career development. No preferential treatment or discrimination in any form shall take place based on race, sex, religious beliefs, political party affiliation, sexual orientation, position, nationality, or age.

Article 6

The Company shall provide employees a healthy and safe workplace.

The Company's personnel shall work together to maintain a safe and healthy environment, and there shall be no instances of sexual harassment or violent or threatening behavior.

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Article 7

The Company's personnel shall respect each other's privacy and must not spread rumors or defame others.

Article 8

The Company's personnel shall carefully manage work-related knowledge, confidential information or customer information. Except for that disclosed by the Company or publicized as required by the law, aforesaid information shall not be leaked to other persons or used outside for the purpose of work. This Article also applies to employees who have left the Company.

Confidential information referred to in the preceding paragraph includes any undisclosed information that, if exploited by competitors or disclosed, could result in damage to the Company or its customers.

Article 9

The Company's personnel shall ensure that various forms of documents or electromagnetic materials are correctly and completely produced and properly retained. If any documents or electromagnetic materials are found to have been lost or damaged, or if the contents are hidden or false, the Company's personnel shall report to the head of the unit for further investigation.

Article 10

The Company's personnel have the responsibility to safeguard the Company's assets and to ensure that they can be effectively and lawfully used for official business purposes, so as to avoid any impact on the Company's operation.

In the execution of their duties, the Company's personnel shall protect data, information systems, and network facilities from any interference, destruction, or invasion to ensure the confidentiality, completeness, and availability of the Company's information.

Article 11

Before any information that could significantly affect the securities trading prices has been made public, the Company's personnel shall keep such information confidential pursuant to the Securities and Exchange Act, and shall not use it to engage in insider trading.

Article 12

The Company's personnel shall not seek private benefits by taking advantage of their positions.

The Company's personnel shall safeguard the reasonable and proper benefits of the Company and prevent the following activities:

1. Seek an opportunity or act to pursue personal gain by using the Company's assets or information or taking advantage of their positions.

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3. Compete with the Company in violation of the statutory procedures or engage in activities that fall within the Company's business scope for themselves or others.

When the Company has an opportunity for profit, it is the responsibility of the Company's personnel to maximize the reasonable and proper benefits that can be obtained by the Company.

Article 13

The Company's personnel shall not engage in any lending of funds, trading of major asset, provision of endorsements/guarantees, or other trading that conflicts with the Company's interests in the name of themselves or others.

Article 14

When a proposal at a given Board of Directors meeting concerns the personal interest of or the interest of the juristic person represented by any of the directors or supervisors of the Company, which is likely to prejudice the interest of the Company, the concerned person shall recuse himself or herself voluntarily or upon the resolution by the Board of Directors.

When the directors and supervisors believe that they cannot deal with matters objectively or in favor of the Company, or the transaction or relationship concerned may cause a conflict of interest, the directors and supervisors shall state the same voluntarily and deal with or avoid the situation in a lawful manner.

Where the Company’s directors, supervisors, and managerial officers or their spouses, immediate families, relatives within the third degree of kinship and the entities in which they are employed participate in the Company’s business transactions, due to their positions and powers, they shall state the same voluntarily and deal with or avoid the situation in a lawful manner.

Article 15

The Company's personnel shall treat business partners fairly, and shall avoid any unfair or unethical conduct, including:

1. Obtain improper benefits mutually.

2. Spread rumors about customers, business partners, competitors and employees.

3. Intentionally declare fraudulent information on the quality or contents of the Company’s products or services.

4. Manipulate, hide, or abuse information obtained in one’s position, make a fraudulent claim on a significant matter, or obtain improper benefits unfairly.

When the Company's personnel have dealings with related persons or affiliates, they shall uphold a principle of fair treatment, adhere to all laws and regulations and the Company's related guidelines, so as to ensure that no situation of preferential treatment occurs.

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Article 16

When carrying out their duties, the Company's personnel are not allowed to request, promise to offer, deliver or accept any form of gifts, entertainment, rebates, bribes, or any other improper benefits for the interests of themselves, the Company or third parties. However, this regulation does not apply to gifts or entertainment commonly accepted in social customs or permitted by the Company.

Article 17

The Company's personnel shall carry out transactions with others in an honest manner and report the contents of the transactions correctly, and shall not hide or make a false report that could damage the Company’s interests.

Article 18

When carrying out their duties, the Company's personnel shall respect and legally use the intellectual property rights of others.

Article 19

At the workplace or during working hours, the Company's personnel shall not engage in any type of political party activities or use the Company's resources for such activities. However, this regulation does not apply to specific public relations activities.

Article 20

At the workplace or during working hours, the Company's directors, supervisors and managerial officers shall not force the Company's personnel to contribute to any political party, support any political party or candidate, or participate in other political party activities.

Article 21

The Company's personnel shall comply with laws and regulations and the Company's internal control regulations and guidelines.

Article 22

The Company’s directors, supervisors, and managerial officers shall promote the awareness of ethics at any time and encourage the Company’s personnel to report any activity in violation of a law or regulation or these Codes which they discover or reasonably suspect pursuant to the relevant regulations; however, they are prohibited from framing any person.

The Company prohibits any vengeance or threats against the person who submits the report referred to in the preceding paragraph. If any incidents of vengeance, threats or harassment occur, they shall be reported to the supervisors or other appropriate persons, and the Company shall take adequate measures immediately.

Article 23

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If the Company's personnel are suspected of violating the related laws and regulations seriously, the Company shall pursue their civil and criminal liabilities to protect the rights and interests of the Company and its shareholders. Violators shall be disciplined appropriately by the Company according to the personnel regulations and rules; for the responsible supervisors who are aware of the violation but fail to correct the violators or take measures pursuant to the Company’s regulations, the same disciplinary action shall apply.

The Company’s personnel who violate these Codes shall be reported and disciplined by the responsible unit pursuant to the relevant procedures. The disciplined person may appeal by submitting evidence. The Company shall review the person’s appeal and take appropriate measures.

Any director, supervisor or managerial officers who violates these Codes and is held against laws upon a court's judgment in the first instance or upon resolution by the Company’s Board of Directors, and the Board of Directors renders discipline, the Company shall immediately disclose the name of the violator, date and cause of the violation, violated provisions, and the actions taken on the Market Observation Post System (MOPS).

Article 24

The exemption of Directors, supervisors, and managerial officers shall be in compliance with the Code. It shall require a majority of the directors in attendance at a meeting attended by two-thirds or more of the entire board, and shall have the consent of more than three-fourths of all directors present.

In the case of the preceding circumstance, the Company shall immediately report the title and name of exempted personnel, the date on which the Board of Directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption.

Article 25

These Codes shall be disclosed on the Company’s internal and external websites. The same shall apply when these Codes are amended.

Article 26

The Company’s personnel who violate these Codes shall be immediately reported to the Company and disciplined pursuant to the relevant regulations.

Article 27

These Codes and amendments shall be implemented after the approval of the Board of Directors.

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Appendix 6

Mercuries & Associates Holding, Ltd. Articles of Incorporation (before A mendment)

Chapter One: General Provisions

• Article 1: The Company is organized under the name of Mercuries & Associates Holding, Ltd. in accordance with the Company Act. The English name of the Company is Mercuries & Associates Holding, Ltd.

• Article 2: The Company's businesses include:

• H201010 Investment.

• Article 3: The Company is headquartered in Taipei City, and the Board of Directors shall resolve to establish branch companies and other affiliated institutions overseas when necessary.

• Article 4: The Company's method of public disclosure is executed in accordance with the Company Act and regulations from the competent authority.

• Article 4-1: The Company's amount of reinvestment is not prohibited by Article 13 of the Company Act.

• Article 5: The Company's Personnel Policies have been established separately.

Chapter Two: Shareholding

• Article 6: The total capital of the Company is set at NT$9 billion, being divided into 900 million shares at par value of NT$10 per share, and the Board is authorized to issue the above shares in installments. In which 50 million shares are reserved as stock option that can be exercised.

• Article 7: The Company's shares are registered securities, in which the signed shares need to be signed or sealed by three or more Company Directors, and certified by a supervisory institution or its authorized issuer prior to being issued. The Company is allowed to deliver shares through book transfer without printing physical shares in accordance with legal regulations; the same principle shall apply for the issuance of other securities.

• Article 8: All shareholding matters of the Company is handled in accordance with 'Regulations Governing the Administration of Shareholder Services of Public Companies' decreed by the supervisory institution, the Company Act, and other legal regulations.

• Article 9: When legal shareholders wish to transfer, inherit, donate, pledge against or release from pledge their shares, or when they have lost their shares, relevant matters shall be processed in accordance with the Company Act and other relevant legal regulations.

• Article 10: Share transfer is prohibited within 60 days prior to the Annual Shareholders Meeting,

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30 days prior to Interim Shareholders meeting, or five days prior to the ex-dividend date that the Company has established when dividend, bonus, or other interests are to be distributed. At the same time, changes or alterations to the list of shareholders are also prohibited.

Chapter Three: Shareholders Meeting

• Article 11: Shareholders Meeting can be either annual or interim. Annual meeting is held once in each year, and shall be convened by the Board of Directors according to legal regulations within six months after the closing of a fiscal year; however, this does not apply for those that hold legitimate reasons and have been authorized by the supervisory institutions. Interim meetings may be convened according to the law when necessary. For the assembly of the shareholders meeting, shareholders shall be notified 30 days prior to the convening of an Annual Shareholders Meeting, and 15 days prior to the convening of an Interim Shareholders Meeting. The Company is allowed to announce the convening of a shareholders meeting through public disclosure on the MOPS for registered shareholders who hold less than 1,000 shares.

• Article 12: Unless otherwise stated by the law, each share of the Company holds one voting right for the Company's shareholders.

• Article 13: When a shareholder can not attend a shareholders meeting, he/she/it may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy. The power of attorney shall be signed and sealed for the proxy to attend the meeting. Besides investment trust enterprises and shareholder service agencies approved by the securities authority, an individual delegated by two or more shareholders as an agent at the same time may not have votes exceeding 3% of the total votes that represent all the outstanding shares. Excessive votes shall not be calculated. The handling of trust delegations is executed in accordance with relevant legal regualations including the 'Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies' decreed by the supervisory institution and the Company Act.

• Article 14: Resolutions at a Shareholders Meeting shall, unless otherwise provided for in the Company Act, be adopted by at least one-half of all shareholders present, who represent more than 1/2 of the total number of voting rights.

• Article 15: President/Chairman of the Company shall be the designated chairman of the Shareholders Meeting. In his/her absence, the Deputy President shall be the chairman, and when both are absent, the Board shall designate an individual as the chairman. When there is no designated individual, the Board members shall nominate an individual as the chairman from among each other.

• Article 16: Resolutions made at the Shareholders Meeting shall be recorded as minutes of the meeting, in which the date, venue, name of the chairman, method of resolution, and summary and results of meeting proceedings shall be recorded and signed or sealed

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by the chairman. The minutes shall be distributed to each shareholder within 20 days after the Shareholders Meeting. Distribution of meeting minutes as described in the preceding paragraph may be conducted through public announcement.

Electronic measures may be adopted to print and distribute meeting minutes. The minutes shall be kept persistently throughout the life of the Company; the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least 1 year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act hereof, the minutes of the Shareholders Meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter Four: Directors and Supervisors

• Article 17: Since the 19th Board of Directors, the Company has established a system of 9 Board members (including two to three Independent Directors), with a 3-year period of service. A nominee system is used, and shareholders will select from the list of nominees. Reappointment is possible. In accordance with Securities and Exchange Act, the professional qualifications, shareholding conditions, prohibitions in participation in other businesses, nomination and selection method as well as other items pertaining to the Company's Independent Directors, are handled in compliance with legal regulations.

• Article 18: The formation of the Board of Directors - two-thirds or more of the Directors shall attend and more than 1/2 of all present Directors shall consent to the nomination of a Chairman of the Board from within the Board members to represent the Company externally. The same principle shall be used in nominating a Deputy Chairman.

• Article 19: Board Meetings are called to order by the Chairman of the Board. Prior to convening a Board Meeting, each Director and Supervisor shall be notified via print/fax/email, and the reason for the Board Meeting shall be stated clearly. Unless otherwise stated by law, resolution made in the Board Meeting shall be attended by at least one-half of all Directors, and consented by at least 1/2 of all present Directors. When a Director is absent, he/she shall appoint another Director to attend the meeting as proxy by providing a by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy. The proxy may only act on behalf of one Director. If a Board Meeting is conducted by video conference, the Directors partaking the video conference shall be recognized as having attended the meeting in person.

• Article 20: In case the Chairman of the Board is on leave or absent or cannot exercise his power and authority for any cause, his representative shall be selected according to Article 208 of the Company Act.

• Article 21: The Company has established two seats of Supervisors for a term of three years each under a nominee system.

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Supervisors can independently exercise supervisory rights under law, and can attend Board Meetings but cannot vote on any proposal.

• Article 22: Supervisors and Directors are paid honorarium fees regardless of the Company's profit or loss; Independent Directors are compensated regardless of the Company's profit or loss; Independent Directors' compensations are resolved by the Board at general market value.

The Company shall purchase liability insurance for the Directors and Supervisors during their term of service. The insurance method and insured amount shall be resolved by the Board.

Chapter Five: Managers

• Article 21: The management of the Company has adopted a Presidential system, in which one President, one Deputy President, and several managers have been appointed. The appointment, termination and compensations for managers are processed in accordance with Article 29 of the Company Act, and other personnel shall be appointed and terminated by the President/

Chapter Six: Accounting

• Article 24: The Company's fiscal year is from January 1st of a year to December 31st of the same year. At the end of the fiscal year, books shall be closed and the Board of Directors is responsible for preparing (1) Business Report, (2) Financial Statements, and (3) Proposal of Earnings Distribution or Off-setting Accumulated Loss. Each statement shall be submitted to the Supervisors for verification 30 days prior to commencement of an Annual Shareholders Meeting, and a Supervisor's Audit Report shall be submitted along with the statements to the Shareholders Meeting to seek for shareholders' adoption.

• Article 25: In case profit is made by the Company for the period, no less than 1% of the said profit shall be set aside for employees’ compensation. The Board of Directors shall determine whether to issue the compensation in shares or cash. Recipients of the said compensation shall include Company employees that satisfy specific criteria. The Company permits the Board of Directors to set aside no more than 1% of the sum of the aforementioned profit as compensations for the Directors and Supervisors. Proposals for the distribution of employees’ compensation as well as directors’ and supervisors’ compensation shall be submitted to the Board of Shareholders and presented accordingly.

In case of accumulated losses, the Company shall reserve a specific amount to make up for the losses, and then distribute the employees' and directors' compensation according to aforementioned percentage.

• Article 25-1: If earnings are found after closing the fiscal year, the Company shall first pay income taxes and make up for any accumulated losses and then report 10% as statutory surplus reserve. However, when the statutory surplus reserve has reached

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the paid-in capital of the Company, the Company no longer has to report, and the rest could be reported or reversed into special surplus reserve. If undistributed earnings is still present, this will be combined with accumulated undistributed earnings and the Board will propose an earnings distribution motion and ask the Shareholders Meeting to resolve on the shareholders dividend proposal.

The Company's dividend policy is in line with current and future development plan, in consideration of investment environment, capital needs, and domestic and overseas competition, on top of shareholders' interest. The amount of cash dividend distributed shall be no less than 10% of all dividends distributed for the year.

Chapter Seven: Supplemental Clauses

Article 26: the Company can obtain external guarantees due to business or investment needs.

• Article 27: Any other matters not set forth in the Articles of Association shall be dealt with in accordance with the Company Act.

Article 28: the Articles of Association are established on January 20, 1961.

The first amendment was on December 29, 1968. The second amendment was on September 10, 1969. The third amendment was on September 4, 1971. The fourth amendment was on October 11, 1971. The fifth amendment was on April 28, 1974. The sixth amendment was on December 28, 1976. The seventh amendment was on April 24, 1978. The eighth amendment was on April 4, 1979. The ninth amendment was on May 12, 1980. The tenth amendment was on June 1, 1982. The eleventh amendment was on March 24, 1983. The twelfth amendment was on April 8, 1983. The thirteenth amendment was on May 5, 1983. The fourteenth amendment was on September 1, 1983. The fifteenth amendment was on March 24, 1984. The sixteenth amendment was on November 24, 1984. The seventeenth amendment was on May 16, 1985. The eighteenth amendment was on March 22, 1986. The ninteenth amendment was on March 21, 1987. The twentieth amendment was on August 15, 1987. The twenty-first amendment was on November 18, 1987. The twenty-second amendment was on March 19, 1988. The twenty-third amendment was on July 30, 1988. The twenty-fourth amendment was on April 20, 1989. The twenty-fifth amendment was on April 10, 1990. The twenty-sixth amendment was on April 23, 1991. The twenty-seventh amendment was on May 23, 1992.

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The twenty-eighth amendment was on May 22, 1993. The twenty-ninth amendment was on April 30, 1994. The thirtieth amendment was on April 28, 1995. The thirty-first amendment was on April 30, 1996. The thirty-second amendment was on May 8, 1997. The thirty-third amendment was on May 27, 1998. The thirty-fourth amendment was on May 26, 2000. The thirty-fifth amendment was on June 29, 2001.

The thirty-sixth amendment was on September 27, 2002. The thirty-seventh amendment was on June 20, 2003. The thirty-eighth amendment was on June 11, 2004. The thirty-ninth amendment was on June 19, 2009. The fourtieth amendment was on June 18, 2010. The fourty-first amendment was on June 24, 2011. The fourty-second amendment was on June 5, 2012. The fourty-third amendment was on June 20, 2014. The fourty-fourth amendment was on June 24, 2016. The fourty-fifth amendment was on June 20, 2017.

The amendments shall be implemented upon approval from the competent authority.

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Appendix 7

Mercuries & Associates Holding, Ltd. Rules and Procedures of Shareholders Meeting (before Amendment)

Resolved on March 21, 1987 at the Annual Shareholders Meeting First amendment on May 27, 1998 at the Annual Shareholders Meeting Second amendment on June 11, 2004 at the Annual Shareholders Meeting Third amendment on June 9, 2006 at the Annual Shareholders Meeting Fourth amendment on June 20, 2014 at the Annual Shareholders Meeting

Article 1

The rules and procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2

Unless otherwise provided by regulations, shareholders' meeting is convened by the board of directors.

30 days before the Company convenes a regular shareholders’ meeting or 15 days before it convenes a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders’ meeting agenda, and upload them to the Market Observation Post System. 21 days before the Company is to convene a regular shareholders’ meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials, and upload it to the Market Observation Post System. 15 days before the Company is to convene a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the company and its stock registrar and transfer agent, and distributed on-site at the meeting.

The causes or subjects of a shareholders' meeting to be convened shall be indicated in the individual notice and the public notice; and the notice may be given by electronic transmission, after obtaining a prior consent from the recipients.

Election or discharge of directors and supervisors, alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, shall be itemized in the causes or subjects to be described in the notice, and shall not be brought up as extemporary motions.

Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a proposal to the Company for discussion at a regular shareholders' meeting. However, only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, such proposal shall not be included in the agenda. If proposals from shareholders involve any of the situations specified in the subparagraphs of Paragraph 4 of

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Article 172-1 of the Company Act, the board of directors may refuse to list them as motions to be discussed.

Prior to the book closure date before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than 10 days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting and shall take part in the discussion of such proposal.

The company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting.

Article 3

A shareholder may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy.

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail, unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

After the service of the power of attorney of a proxy to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person or to exercise his/her/its voting power in writing or by electronic transmission , a proxy rescission notice shall be filed with the company 2 days in writing prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 4

The venue where a shareholder meeting is to be held shall be in the premises of this Company or a location easy for shareholders to access and appropriate for holding meetings. All shareholder meetings may not begin before 9:00 a.m. or after 3:00 p.m. The opinions of the independent directors shall be fully taken into consideration in decision of the location and time of a shareholder meeting.

Article 5

The Company shall clearly state the registration time and venue for shareholders, and any other

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items to be noted on the Handbook of the Shareholders Meeting.

The check-in time described in the preceding paragraph shall be at least 30 minutes before the meeting begins. The check-in counter shall be precisely indicated and enough competent personnel shall be assigned to help shareholders check in.

When a shareholder or his/her/its proxy (hereinafter referred to as shareholder) attends a shareholders meeting, a certificate of attendance, sign-in card, or other form of identification shall be presented. For shareholders who are attending by proxy, power of attorney shall be presented for verification.

The Company shall prepare an attendance book for shareholders to sign in, or the shareholder present may hand in an attendance card in lieu of signing on the attendance book.

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

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

Article 6

When shareholders' meeting is convened by the board of directors, chairman of the board is the chair of the meeting. In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case there is no vice chairman or the vice chairman is also on leave or absent or unable to exercise his power and authority for any cause, the chairman of the board shall designate one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the board of directors.

If a director is to chair the meeting as described in the preceding paragraph, it shall be a director who has held the position for at least six months and is familiar with the Company's financial situation. The same principle applies if a representative of a juristic person director is to chair the meeting.

Shareholders' meetings convened by the board of directors shall be attended by a majority of the directors.

For a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

The Company may designate its lawyer, certified public accountant (CPA) or other relevant persons to attend the shareholders' meeting.

Article 7

The Company shall continuously record the meeting proceeding, and the entire election through both video and audio format.

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The aforementioned video shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 8

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

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

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

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

Article 9

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 to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.

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

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

Article 10

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

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

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

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

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

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

Article 11

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

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

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

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

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

Article 12

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

When this Company convenes a shareholder meeting, voting may be conducted in writing or with electronic measures. When voting via written or electronic method, the choice shall be

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indicated in the shareholder meeting notice. A shareholder exercising voting rights by correspondence or electronic transmission 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. Therefore, the Company shall avoid the extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company 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.

A shareholder who intends to attend the shareholder meeting in person after giving the notice of exercising his or her voting right in writing or electronically shall revoke the earlier decision at the latest two days before the meeting using the same method the shareholder used to exercise his or her vote. Otherwise, the shareholder shall exercise the voting right in writing or electronically. If a shareholder expresses the intention to exercise his or her voting right in writing or electronically and also issues a power of attorney to delegate an agent to attend a shareholder meeting to exercise the voting right on his or her behalf, the agent shall attend the meeting and exercise the voting right on his or her behalf.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. During voting, the chair or personnel designated by the chair shall announce the total votes for each motion one after another for the shareholders to cast their votes. Afterwards, on the same day the shareholder meeting in concern is convened, the numbers of shareholders who have approved, objected and abstained from voting shall be uploaded to the Market Observation Post System.

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

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

Vote counting for voting on motions or elections shall be conducted at an open space in the shareholder meeting venue and the results, including weights, shall be announced immediately after counting and recorded.

Article 13

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules of the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the

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

Article 14

Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. Electronic measures may be adopted to print and distribute meeting minutes.

Distribution of the meeting minutes as described in the preceding paragraph may be conducted by uploading them to the Market Observation Post System.

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

Article 15

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

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

Article 16

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

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

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

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

Article 17

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and

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announce a time when, in view of the circumstances, the meeting will be resumed.

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

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

Article 18

These Rules and Procedures, along with any amendments hereto, shall be implemented after adoption by shareholders meetings.

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Appendix 8

Mercuries & Associates Holding, Ltd. Rules for Election of Directors and Supervisors (before Amendment)

Adopted at the annual shareholders' meeting on May 26, 2000 Amended at the annual shareholders' meeting on September 27, 2002 Amended at the annual shareholders' meeting on June 20, 2003 Amended at the annual shareholders' meeting on June 11, 2004 Amended at the annual shareholders' meeting on June 20, 2014

• Article 1: Except as otherwise provided by law and regulation or by the articles of incorporation, elections of directors and supervisors of the Company shall be conducted in accordance with these Rules. Directors and supervisors of the Company shall be elected based on the candidate nomination system from the list of candidates at the shareholders' meeting.

• Article 1-1: The qualifications and elections of independent directors of the Company shall be governed by the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Offering Companies.

• Article 2: The cumulative voting method shall be used for elections of directors and supervisors of the Company. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.

• Article 3: As to the elections of directors and supervisors, the number of directors and supervisors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots, both in electronic and paper forms, representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. If a person is elected as a director and a supervisor at the same time, he/she shall decide to act as a director or supervisor on his/her own, and the vacancy will be filled by the person receiving the ballot representing the second highest number of voting rights. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

• Article 4: When the election begins, the chairperson shall appoint a number of persons with the shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before the voting commences.

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• Article 5: The Board of Directors shall prepare ballots for directors and supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

No ballot will be prepared for voting rights exercised electronically.

• Article 6: If a candidate is a shareholder, the voter shall enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a government organization or corporate shareholder, the name of the government organization or corporate shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the government organization or corporate shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each representative shall be entered.

• Article 7: A ballot is invalid under any of the following circumstances:

• The ballot was not prepared by the Board of Directors.

• The number of candidates whose names are entered in the ballot exceeds the number of candidates to be elected or the total number of voting rights allotted is greater than the candidate's total number of voting rights.

• The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.

• Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

• The writing is unclear and indecipherable or has been altered.

• The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

• A ballot is placed in the wrong ballot box or a blank ballot is placed in the ballot box.

• Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the list of persons elected as directors or supervisors shall be announced by the chairperson on the site.

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Article 9: The Board of Directors of the Company shall issue notifications to the persons elected as directors or supervisors.

• Article 10: Matters not prescribed in these Rules shall be governed by the Company Act and the relevant laws and regulations.

• Article 11: These Rules and any amendments thereto shall be implemented after the approval by the shareholders' meeting.

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Appendix 9

Mercuries & Associates Holding, Ltd. Procedures for Acquisition and Disposal of Assets (before Amendment)

Amendment resolved by the Shareholders Meeting on June 22, 2017

Article 1: Objective

The Procedures are established to ensure asset and to fulfill information transparency in practice.

Article 2: Legal Compliance

The Procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission, R.O.C. (“FSC”).

Article 3: Scope of Assets

1. Securities: Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

2. Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment.

3. Membership certificates

4. 4 Intangible assets: Patents, copyrights, trademarks, franchise rights, and other intangible assets.

5. Claims of financial institutions (including accounts receivable, bills purchased and discounted and loans, and receivables on demand)

6. Derivatives.

7. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.

8. Other important assets

Article 4: Definition of terms

1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The forward contracts described above do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term purchase (distribution) contracts.

2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and

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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 Paragraph 8 of Article 156 of the Company Act.

1. Related party: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

2. Subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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 equipment.

4. Date of occurrence of the event: 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. However, with investments that require the approval of the competent authority, the earliest of the above dates or the date of receipt of approval by the competent authority shall apply.

5. 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.

6. "Most recent financial report" refers to the financial statements that have been publicly verified or audited by a CPA prior to the acquisition or disposal of assets.

7. Article 5: Limitation on the amount of investment in non-operating real property and securities The limitation of amounts of acquisition or disposal of above-mentioned assets by the Company and its Subsidiaries are as follows:

8. (1) The total amount of non-operating real property shall be no more than 20% of the Company's net worth.

9. (2) The amount of total investment in short- and long-term securities shall be no more than 150% of the Company's net worth.

10. (3) Amount of investment in individual securities shall be no more than 100% of the Company's net worth.

11. Article 6: When the Company obtains an appraisal report or a statement of opinion from an accountant, lawyer or securities underwriter, the appraisal service providing the report and its appraisers, the account, lawyer or securities underwriter providing the opinion and the trading counterpart may not be a related party.

12. Article 6-1: The acquisition or disposal of assets by the Company shall be processed in accordance with this Procedure or other legal regulations and shall be approved of by the Board of Directors. In case there is record or written statement of a Director in expressing opinion of dissent, the Company shall submit the matter of dissent and

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relevant information to each of the Supervisors. Where the position of Independent Director has been created in the Company, when a transaction involving the acquisition or disposal of assets is 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.

Article 7: Procedures to acquire or dispose of property or equipment

1. Appraisal and operational procedures

The Company abides by the Company's internal control system in handling any acquisition or disposal of real property or equipment.

1. Decision-making procedures in setting transaction criteria and authorized transaction amounts

2. (1) In acquiring or disposing of assets, the Company shall take publicly-announced current value, appraisal value, and real transaction price of nearby real estate into consideration for the transaction criteria and price. The above information shall be compiled into an analysis report and submitted to the President. For transaction whose amount is no more than NT$20 million, the transaction shall be submitted for the President for approval and submitted to the most recent Board meeting on an after-event basis. For those that exceed NT$20 million, the transaction shall not proceed unless approval from the Board has been received.

3. (2) In acquiring or disposing of assets, the Company shall take publicly-announced current value, appraisal value, and real transaction price of nearby real estate into consideration for the transaction criteria and price. For transaction whose amount is no more than NT$300 million (inclusive), the units responsible can exercise decision-making rights; for those that exceed NT$300 million, approval shall be obtained from the President and approved by the Board before the transaction can be carried out.

4. (3) In acquiring or disposing of operating equipment between the Company and its subsidiary, the President can be authorized to approve of the transaction if the transaction amount is no more than NT$100 million (inclusive) and then submitted to the most recent Board meeting on an after-event basis.

5. Implementing Unit

6. In acquiring or disposing of real property or equipment, the above Article shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit.

7. Appraisal report for real property or equipment

IExcept transactions with government agencies, contracting third parties to

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construct on land owned or rented by the Company, or acquisition of equipment for operation purpose, for acquisition or disposal of real estate or equipment by the Company whose amount reaches 20% of the Company's paid-in capital or more than NT$300 million, an appraisal report issued by Professional Appraiser shall be obtained (appraisal report shall disclose such items in accordance with Attachment 1) prior to the Date of the Event and the following provisions shall be complied with:

• (1) If a limited price, specific price or special price has to be adopted as the basis of transaction under extraordinary circumstances, the transaction shall require the approval of the board of directors by resolution and the same procedure shall apply if the transaction terms should become different in the future.

• (2) Two or more professional appraisal services shall be engaged to make appraisals for transactions valued NT$1 billion or more.

• (3) If the appraisals from professional appraisal services involve one of the following situations, except for all the appraisals for the asset to be acquired are higher than the intended transaction amount or the appraisals for the asset to be disposed of are lower than the intended transaction amount, a certified public accountant shall be engaged to handle the matter according to the Statements of Auditing Standards No. 20 released by the Accounting Research and Development Foundation (hereinafter referred to as the ARDF) and also to provide concrete opinions on the price differences and the appropriateness of the transaction price:

• The difference between the appraisals and the transaction amount achieves 20% or higher.

• The difference between appraisals from the two p[professional appraisal services achieves 10% of the transaction amount or higher.

• (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 However, if either of the appraisals complies with the current assessed value and the appraisal is dated less than six months ago, the original professional appraisal service may issue a statement of opinion.

• (5) In the event that the Company or its Subsidiaries acquire or dispose of assets through auction procedures of courts, the appraisal report or certified public accountant's opinion can be replaced by documents issued by the courts.

Article 8: Procedures to acquiring or disposing of securities investment

1. Appraisal and operational procedures

2. (1) The Company abides by the Company's internal control system in handling any

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acquisition or disposal of short or long-term securities.

1. Decision-making procedures in setting transaction criteria and authorized transaction amounts

2. (1) The acquisition or disposal of securities traded at the securities exchange or on an OTC market shall be decided by the responsible unit based on market conditions. For amounts less than NT$100 million (inclusive), the President shall approve of the transaction and submitted to the most recent Board meeting on an after-event basis. An analysis report on the unrealized interest or loss for the short or long-term securities shall also be submitted. For amounts exceeding NT$100 million, approval from the Board shall be obtained.

3. (2) In the acquisition or disposal of another company's shares not traded in securities exchange or OTC market, the net worth per share, profitability, and future potentials of said company shall be taken into consideration for the pricing, and trading prices at the time of the event shall be used as reference. For amounts less than NT$30 million (inclusive), the President shall approve of the transaction and submitted to the most recent Board meeting on an after-event basis. An analysis report on the unrealized interest or loss for the short or long-term securities shall also be submitted. For amounts exceeding NT$30 million, approval from the Board shall be obtained.

4. Implementing Unit

The financial unit shall be responsible for the acquisition and disposal of securities upon deciding on the decision-making rights in the above clause.

1. Obtaining expert opinion

   • (1) In acquiring or disposing of securities, the Company shall seek for CPA's opinion on the fairness of the transaction price for transactions exceeding 20% of the Company's paid-in capital or NT$300 million and contain the below conditions. If expert's opinion should be adopted by the CPA, this shall be carried out in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. But target companies that have open market rates in an active market or otherwise regulated by the FSC do not fall under this constraint.

   • (2) In the event that the Company or its Subsidiaries acquire or dispose of assets through auction procedures of courts, the appraisal report or certified public accountant's opinion can be replaced by documents issued by the courts.

2. Article 9: Procedures of Handling Related Party Transactions

3. When the Company engages in any acquisition or disposal of assets from or to a related party, besides handling the transaction in accordance with Articles 7, 8, and

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10, the below requirements shall also be adopted in the decision-making processes and the appraisal of the reasonableness transaction criteria considerations; if the transaction amount reaches 10% or more of the Company's total asset, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of this Procedure. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

2.Appraisal and operational procedures

• (1) When the Company intends to acquire or dispose of real estate from or to a related party, or when it intends to acquire or dispose of assets other than real estate from or to a related party and the transaction amount exceeds 20% or more of paid-in capital, 10% or more of the Company's total assets, or more than NT$300 million (except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of currency market funds issued by domestic securities investment trust enterprises, the Company may not enter into a transaction contract or make payment until the following matters have been approved by the board of directors and supervisors:

• The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

• The reason for choosing the related party as a trading counterparty.

• With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3-1 and Item 4 under this Article.

• The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.

• Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

• Restrictive covenants and other important agreements associated with the transaction

• An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.

• (2) The calculation of the transaction amounts referred to in Paragraph 1 and 2 (1) shall be made in accordance with Paragraph 1 (5) in Article 14, and "within the

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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.

• (3) With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, the Company's Board may delegate the President to decide such matters when the transaction within a certain amount. The decision shall be reported in the next Board meeting in an after-event basis.

• (4) Where the position of Independent Director has been created in the Company, when a matter is submitted for discussion by the Board of Directors pursuant to Paragraph 2 (1), the Board shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.

• Evaluation of the reasonableness of the transaction costs

• (1) The Company shall evaluate the reasonable of the transaction costs by the following means in acquiring real estate from a Related Party:

  1. Based upon the Related Party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the asset; it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

  2. Total loan value appraisal from a financial institution where the Related Party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply if the financial institution is a related party to one of the trading counterparts.

• (2) Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

• (3) The Company that acquires real property from a Related Party and appraises the cost of the real property in accordance with the provisions of Paragraph 3 (1) and (2) shall also engage a CPA to check the appraisal and render a specific opinion.

• (4) The Company that acquires real property from a Related Party and appraises the

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cost of the real property in accordance with the provisions of Paragraph 3 (1) and (2), and the appraisal results are both lower than transaction price, the transaction shall be handled in accordance with Paragraph 3 (5) in this Article. Where the Company acquires real estate from a Related Party and objective evidence, professional real estate appraisal report and CPA's material reasonable opinion can be provided, the provisions of the preceding three paragraphs do not apply:

1. Where the Related Party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

2. (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the Related Party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division in the three most recent years or the gross profit margin for the construction industry in the most recent period announced by the Ministry of Finance, whichever is lower.

3. (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.

4. (3) Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.

5. Where the Company acquiring real estate from a Related Party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to one year from the actual date

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of acquisition of the real estate.

• (5) Where the Company acquires real estate from a Related Party and the results of appraisals conducted in accordance with the provisions of Paragraph 3 (1) and (2) in this Article are uniformly lower than the transaction price, the following steps shall be taken: For the Company that has set aside a special surplus reserve under the equity method, the preceding paragraph may not utilize the special surplus reserve until the Company 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 no unreasonableness can be found in the transaction, and the FSC's consent has been obtained.

• A special reserve shall be set aside in accordance with Article 41 paragraph 1 in the Securities Exchange Act, based on the difference between the real estate transaction price and the appraised costs, and this 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 publicly-listed company, the special reserve shall be set aside pro rata in a proportion in accordance with Article 41, paragraph 1 in the Securities Exchange Act.

• Supervisors shall comply with Article 218 of the Company Act.

• Actions taken pursuant to subparagraph 1 and 2 in paragraph 3(5) in this Article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the Company's Annual Report and any investment prospectus.

• (6) Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with paragraphs 1 and 2 in this Article pertaining to appraisal and operation procedures, and subparagraphs 1, 2, and 3 in paragraph 3 do not apply:

• The Related Party acquires the real estate through inheritance or as a gift.

• More than five years will have elapsed from the time the Related Party signed the contract to obtain the real property to the signing date for the current transaction.

• The real property is acquired through signing of a joint development contract with the Related Party, or through engaging a Related Party to build real property, either on the Company's own land or on leased land.

• (7) When the Company obtains real estate from a Related Party, it shall also comply with the provisions of paragraph 3-5 in this Article if there is other evidence indicating that the acquisition was not an arms length transaction.

Article 10: Procedures to acquire or dispose of membership or intangible asset

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• (1) Appraisal and operational procedures

The Company abides by its internal control system in handling any acquisition or disposal of membership or intangible asset.

• (2) Decision-making procedures in setting transaction criteria and authorized transaction amounts

• In acquiring or disposing of membership, market fair value shall be taken into consideration while deciding on transaction conditions and trading prices. An analysis report shall be submitted to the President. For transaction amounts lower than 1% of the Company's paid-in capital or less than NT$3 million, approval from the President is required and shall be reported to the most recent Board meeting on an after-event basis. For transaction exceeding NT$3 million, approval from the Board shall be obtained prior to executions.

• In acquiring or disposing of intangible asset, expert appraisal or fair market price shall be taken into consideration in deciding the trading criteria, conditions, and pricing. The above information shall be compiled into an analysis report and submitted to the President. For transaction amount below 10% of the paid-in capital or less than NT$20 million, the President's approval shall be attained and the transaction shall be reported to the most recent Board meeting after-the-event. For transactions exceeding NT$20 million, the Board shall approve of the deal before the event.

• (3) Implementing Unit

In acquiring or disposing of membership certificate or intangible asset, the above Article shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit.

• (4) Expert's appraisal report for membership or intangible asset

• (1) In acquiring or disposing of membership certificate whose amount exceeds 1% of the Company's paid-in capital or exceeding NT$3 million, an expert shall be required to submit an appraisal report.

• (2) In acquiring or disposing of intangible asset whose amount exceeds 10% of the Company's paid-in capital or exceeding NT$20 million, an expert shall be required to submit an appraisal report.

• (3) When acquiring or disposing of memberships or intangible assets worthy of 20 percent of paid-in capital or more or NT$300 million or more, except for transactions with government agencies, the company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of No. 20 of the Statements of Auditing Standards released by the Accounting Research and Development Foundation.

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Article 11: Processes to handle acquisition or disposal of claims of financial institutions

In principle, the Company does not engage in acquisition or disposal of claims of financial institutions. If the Company intends to do so in the future, such transactions must be presented to and approved by the Board of Directors before establishment of corresponding evaluation and operating procedures.

• Article 11-1:In acquiring or disposing of real property or equipment, securities, membership and other intangible asset, or transactions with related party, the calculation of the transaction amount shall be processed in accordance with Paragraph 1 (5) in Article 14. Within the preceding year refers to one year from the actual date of acquisition, and those that have obtained an appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article are not required to abide by this Article.

Article 12: Processes to handle acquisition or disposal of derivative products

1. Principles

2. (1) Transaction types

   1. Derivative products that could be trade by the Company refers to products where the values of which are derived from assets, interest rate, exchange rate, index, or other financial products, such as forward contracts, option contracts, future contracts, interest or foreign exchange rates contracts, swap contracts, and compound contracts combining the above products, where the values of which are derived from assets, interest rate, exchange rate, index, or other financial products.

   2. Items pertaining to the handling of bond guarantees shall be processed accordingly.

3. (2) Operation and Hedging Strategies

The main strategy of the Company is to select derivatives trading that could avoid operation risk to the maximum as to minimize losses. In order to lower the Company's overall foreign exchange risk and to save costs from exchanging foreign currency, currencies held shall conform to the actual import/export transaction needs of the Company, and shall be based on the principle of balancing the Company's overall internal position (referring to revenue and expense from foreign currency). For transactions with other specific purpose, the Company shall exercise due diligence and shall not be proceeded with unless approval from the Board has been obtained.

• (3) Scope of responsibilities

• Financial Division: Collection of market information, trend and risk analysis, familiarization of financial products and operating skills, and also engaging derivatives trading as per Company procedures, implement periodical

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performance evaluation as to minimize risk factors in pricing fluctuation; periodic evaluation and public disclosure.

  2. Accounting Division: Evaluation, supervision and control of transaction risk, periodically provide information on risk exposure, and bookkeeping and compiling financial statements according to Generally Accepted Accounting Standards.

  3. Auditing Division: Evaluation, supervision, and control of transaction risk in financial department. If material breach is found, Supervisor shall be notified via written document.

  4. Key points on performance evaluation:  The positions for hedging trading shall be evaluated every two weeks and financial trading shall be evaluated once every week. Evaluation reports shall be submitted to the President. In performance evaluations, a comparison between the current value and preset assessment benchmark shall be made on the date of evaluation to serve as a reference for future decisions.

  5. Transaction amount: shall not exceed the amount of foreign currency position produced by the Company's business operations.

  6. Dead-weight loss: the purpose of foreign exchange operations is to hedge against risk and does not have much of a risk for deadweight loss. However, the Company shall call on relevant personnel to discuss countermeasures when material negative impacts are shown in exchange rates. In derivative transactions, the amount of loss the Company can sustain from overall and individual contracts shall be less or equal to 20%.

1. Risk Management Procedures

2. (1) Credit risk management:

Operating risks in derivative financial products are prone to arise due to various factors and variables in the market, hence the Company will abide by the following principles in terms of market risk management:

Trading counterparty: focus on renowned domestic and international financial institutions.

Trading products: products offered by renowned domestic and international financial institutions.

Transaction amount: the undistributed transaction amount of one single trading counterparty shall not exceed 10% of total authorized transaction amount. But

transactions that have been approved by the President need not follow this constraint.

• (2) Market pricing risk management:

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In transactions for derivative products, due diligence shall be paid and risks to the financial conditions of the Company arising from unfavorable market pricing standard or fluctuation in pricing. And for foreign exchange contracts, the Company shall focus on public foreign exchange market provided by banks, and commodities market will not be considered for now.

• (3) Liquidity risk management:

To ensure market liquidity, more liquid financial products (can be cashed out in the market at any time) will be considered. Financial institutions entrusted for the transaction should have sufficient information and possess the capability to trade in any market at any time.

• (4) Cash flow risk management:

To ensure that the Company maintains a stable level of operational funds, the Company shall only engage in derivative trading with its own funds, and the trading volume shall take into consideration the demand for funds based on the cash flow forecasts for the next three months.

• (5) Operational risk management:

• Fully comply with the Company's authorized transaction amount, operating procedures, and internal audit shall be undertaken to avoid operational risk.

• The functions of dealing, confirmation and settlement of derivatives trading shall be performed by different personnel.

• Risk assessment, monitoring and control shall be performed by personnel from division other than the above, and report to the Board or senior management not in a position of trading or decision-making.

• (6) Product risk management

Internal traders shall possess complete and accurate professional knowledge for financial products. The Company shall also require banks to sufficiently disclose risks involved to avoid the risk of utilizing inaccurate financial products.

• (7) Legal risk management

To prevent legal risks, any document signed with financial institution shall be inspected by foreign exchange and legal or legal consulting experts prior to official signing.

1. Internal audit system

2. (1) Internal audit personnel shall periodically assess the effectiveness of the internal controls on derivatives and conduct monthly audits on the derivatives trading to ensure proper adherence to the Procedures and analyze trading cycles. Audit

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report shall be prepared. If any material violation is discovered, the Supervisor shall be notified in writing.

• (2) Audit report and the implementations of internal control procedures shall be reported to the Financial Supervisory Committee before the end of February in the subsequent year, and rectifications of the abnormalities shall be submitted to the FSC for verification before the end of May.

• Regular evaluation methods

• (1) The Board of Directors authorizes senior managers to periodically supervise and evaluate whether the transactions of derivative products are in compliance with the Company's established handling procedures and whether the risks borne are within a permitted scope. In case abnormalities are found in the market price evaluations (if the positions held have reached the limitations on losses), the Board shall immediately be notified and necessary measures shall be taken.

• (2) Positions held in derivatives trading shall be assessed at least once weekly. For hedging trades held for business needs, assessment shall be undertaken at least twice monthly. The evaluation report shall be remitted to senior managers authorized by the Board of Directors.

• Supervision and management from the Board for derivative transactions

• (1) The Board of Directors shall authorize senior managers to monitor the supervision and control over risks associated with derivative trading at all times, including:

  1. Periodic assessment over whether the risk management measures in-use are appropriate and in compliance with the Principles and the Procedure.

  2. The Company shall supervise trading and loss-profit status; when irregular circumstances are found, appropriate measures shall be adopted and a report immediately made to the Board. Where the Company has independent directors, an independent director shall be present at the Board meeting and express an opinion.

• (2) The Board shall periodically conduct evaluation over whether performance of derivative trading is in compliance with established operational strategies and whether risk-taking are within a permitted scope.

• (3) When the Company engages in derivatives trading, it shall authorize the relevant personnel to make arrangements pursuant to the provisions of the Procedures and report such to the next Board meeting on an after-event basis.

• In trading of derivative products, the Company shall draft verification documents, in which the types, amounts, approval date from the Board, and Item 4-2 and Item 5-1 and Item 5-2 listed in this Article shall be included in details for verification.

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Article 13: Procedures to Handle Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares

1. Appraisal and operational procedures

2. (1) When the Company conducts a merger, demerger, acquisition, or transfer of shares, the Company shall engage a certified public accountant, attorney, or securities underwriter to settle on a timeline, and to form a project group to carry out the transaction. Prior to convening the Board of Directors to resolve on the matter, the CPA, attorney, or securities underwriter shall give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Audit Committee and the Board for resolution. At least one-half of all Audit Committee members shall give their consent. However, where the Company merges the subsidiaries whose issued shares or total capital are wholly owned by itself directly or indirectly, or the subsidiaries whose issued shares or total capital are wholly owned by the Company directly or indirectly are merged together, the Company may be exempted from obtaining the aforementioned opinion on the reasonableness from the expert.

3. (2) The Company shall prepare a public report detailing important contractual content and matters relevant to the merger, demerger, or acquisition and send notification of meeting prior to the shareholders meeting together with the expert opinion referred to in the preceding paragraph 1 (1), as reference material. Provided, where a provision of another act exempts the Company from convening a shareholders' meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders' meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution as a result of a lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders' meeting.

4. Other Important Measures

5. (1) Date of the Board meeting: when participating in a merger, split, or acquisition, unless otherwise provided by other laws or the FSC is notified in advance of extraordinary circumstances and grants consent, the Company shall convene the Board meetings and Shareholders’ meetings and pass resolutions regarding merger, split or acquisition and relevant matters on the same day with companies participating in a merger, split, acquisition or share transfer. A

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company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

• (2) Confidentiality agreement: The Company and any other involved in or aware of the merger, spin-off, acquisition and transfer of shares shall produce a written commitment of confidentiality not to disclose the relevant information and purchase or sell the stocks or other marketable securities of the Company related to the merger, spin-off, acquisition and transfer of shares in others' identities.

• (3) The Company's participation in merger, demerger, acquisition, or share transfer shall not be changed except for the stock exchange ratio and acquisition price, unless the following situation occurs. Changes shall be clearly stated in the contracts for the merger, demerger, acquisition, or share transfer:

• Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.

• An action, such as a disposal of major assets, which affects the Company's financial operations.

• An event, such as a major disaster or major change in technology, which affects shareholder equity or share price.

• An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

• An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

• Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

• (4) Content to be disclosed in the contract: in the contract signed for merger, split (demerger), acquisition, or assignment of shares shall disclose the following items in addition to the rights and obligations for companies involved in the merger, split (demerger), acquisition, or assignment of shares as stated in the Company Act and the Enterprise mergers and Acquisitions Act.

• Handling of breach of contract.

• Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

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• The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

• The manner of handling changes in the number of participating entities or companies.

• Preliminary progress schedule for plan execution, and anticipated completion date.

• Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

• (5) When there are changes in the numbers of companies involved in the merger, split, acquisition, or share transfer: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

• (6) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Paragraph 2 (1) date of Board meeting, Paragraph 2 (2) Confidentiality agreement before-the event, and Paragraph 2 (5) changes in numbers of participating companies.

• (7) When participating in a merger, demerger, acquisition, or transfer of another company's shares, company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:

• Basic identification data for personnel: Including the titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.

• Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor,

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the execution of a contract, and the convening of a Board of Directors meeting.

1. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.

2. (8) When the Company participating in a merger, demerger, acquisition, or transfer of another company's shares that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days commencing immediately from the date of passage of a resolution by the Board of Directors, report the information set out in subparagraphs (1) and (2) of to the authority.

3. (9) Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on the GreTai Securities Market, the Company shall sign an agreement with such company whereby provisions set out in Paragraph 2 (7) and (8) of this Article shall be carried out.

Article 14: Procedures for Public Disclosure of Information

1. Items to be Disclosed and Disclosure Standards

2. (1) Acquisition or disposal of real estate from or to a Related Party, or acquisition or disposal of assets other than real estate 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 reverse repurchase agreements, or subscription or repurchase of domestic money market funds issued by securities investment trust enterprises.

3. (2) Merger, demerger, acquisition, or transfer of shares.

4. (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.

5. (4) Where the type of assets acquired or disposed of is equipment for business use, the trading counter-party is not a related party, and the transaction amount meets any of the following requirements:

6. Where the Company's paid-in capital is less than NT$10 billion and the transaction amount is more than NT$500 million.

7. Where the Company's paid-in capital is more than NT$10 billion and the transaction amount is more than NT$1 billion.

8. (5) 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

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ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is no less than NT$500 million.

• (6) Where an asset transaction other than any of those referred to in the preceding five items, a disposal of receivables by a financial institution, or an investment in the Mainland China area reaches 20 percent or more of the Company's paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

• Trading of government bonds.

• Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, or subscription of common corporate bonds and non-equity-linked common financial bonds offered in the primary market domestically, or subscription by securities firms having the need because of acting as underwriters or recommending securities firms for emerging companies in accordance with the TPEx regulations.

• Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds issued by securities investment trust enterprises.

• (7) The amount of transactions above shall be calculated as follows:

• The amount of any individual transaction.

• The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.

• The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.

• The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

• (8) "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

• Timeline and format of public disclosure

In acquiring or disposing of assets, when items that require public disclosure per Item 1 in this Article are found and the transaction amount has reached the standard that requires public disclosure, the Company shall proceed with public disclosure within 2 days of the time of the event according to the required format.

1. Public Announcement Format

2. (1) The Company shall announce relevant information on a designated website by

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the FSC.

• (2) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and input into the information reporting website designated by the FSC by the 10th day of each month.

• (3) When the Company makes an error or omission in an item required by regulations to be publicly announced, all the items shall be properly corrected and publicly announced in entirety within two days upon knowledge of its error or omission.

• (4) When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and certified public accountant, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

• (5) When any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced in accordance with the regulations, a public report of relevant information shall be made on the website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event:

  1. Change, termination, or rescission of a contract signed in regards to the original transaction.

  2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

  3. Change to the originally publicly announced and reported information.

• Format of disclosure: disclosure format as regulated by the FSC shall be adopted based on the nature of the transaction.

• Article 15: the Company's Subsidiaries shall handle asset acquisition or disposal in the following manner:

• The subsidiaries of the Company should establish their respective procedures of Procedures for Acquisition or Disposal of Assets in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies of ROC.

• When a subsidiary acquires or disposes of asset, relevant Company policies shall be enforced accordingly.

• The Company's subsidiary is not a domestic public listed company, hence, the Company will proceed with the disclosure and report if the subsidiary satisfies the criteria set forth in Chapter 3 pertaining to the public disclosure items of the

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Regulations Governing the Acquisition and Disposal of Assets by Public Companies of ROC.

1. The paid-in capital or total assets of the public company shall be the standard for determining whether or not a transaction conducted by a subsidiary reaches 20 percent of the paid-in capital or 10 percent of the total assets.

2. Article 15-1:For calculation of the 10% of total assets under the handling procedure, the total assets stated in the most recent entity only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall apply.

3. In the case of the Company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20% of paid-in capital under the Handling Procedures, 10% of equity attributable to owners of the parent shall be substituted.

Article 16: Penalties

When the acquisition or disposal of assets by Company employees breach the the Procedures herein, the Company will report and evaluate the persons involved according to the Company's Principles of Human Resources Management and the Policies of Employee Operations. Punitive actions may be taken based on the materiality of the offense.

• Article 17: Implementation and Amendment

This procedure and any any amendments thereto, shall be submitted to the supervisors after passage by the Board, and reported at the Shareholders Meeting for approval prior to implementation. Same procedures apply to any amendments. If any Director expresses dissent and it is recorded in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to each Supervisor. Where the position of Independent Director has been created in the Company according to the Securities and Exchange Act, when the above Procedure is submitted for discussion by the Board meeting, 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 meeting.

Article 18: Additional Provisions

Items not dealt with in the Procedures will proceed in compliance with relevant legal regulations.

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Attachment 10

Mercuries & Associates Holding, Ltd. Procedures for Endorsement and Guarantee (before Amendment)

Article 1 Purpose

The Company establishes these Procedures to safeguard shareholders' rights and interests, manage endorsements/guarantees, and reduce risks of operations.

The Company shall comply with these Procedures when making endorsements/guarantees for others, provided that where another act or regulation provides otherwise, the provisions of such act shall prevail.

Article 2 Legal Basis

These Procedures are established in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the Financial Supervisory Commission (the FSC).

Article 3 Scope

The term "endorsements/guarantees" referred to in these Procedures shall mean the following:

1. Financing endorsements/guarantees, including:

2. (1) Bill discount financing.

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

4. (3) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself.

5. Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters.

6. Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs.

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

Article 4 Object of Endorsements/Guarantees

The Company may make endorsements/guarantees for the following companies:

1. A company with which it does business.

2. A company in which the Company directly and indirectly holds more than 50 percent of the voting shares.

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

Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to endorsements/guarantees made

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between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs.

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

Article 5 Amount and Evaluation Standards of Endorsements/Guarantees

The ceilings on the Company’s aggregate endorsement/guarantee amount and the amount of its endorsements/guarantees for any single entity are as follows:

1. The Company’s aggregate endorsement/guarantee amount shall be limited to 30% of the Company's net worth.

2. Where an endorsement/guarantee is made due to needs arising from business dealings, the amount of the endorsement/guarantee for any single entity shall be limited to 30% of the total amount of trading between the entity and the Company over the past year or 120% of the total amount of trading between the entity and the Company over the past three months, whichever is higher, and limited to 15% of the Company's net worth; where an endorsement/guarantee is made between the parent company and the subsidiary, the amount of the endorsement/guarantee shall be limited to 15% of the Company's net worth; where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, the amount of the endorsement/guarantee shall be limited to 15% of the Company's net worth.

3. The aggregate endorsement/guarantee amount that the Company and its subsidiaries as a whole are permitted to make shall be limited to 40% of the Company's net worth. The amount of endorsements/guarantees for any single entity that the Company and its subsidiaries as a whole are permitted to make shall be limited to 15% of the Company's net worth.

4. For circumstances in which an entity for which the Company makes any endorsement/guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, follow-up monitoring and control measures shall be taken as follows: (1) The Board of Directors shall resolve.

5. (2) The Company shall receive a financial report from the subsidiary on a monthly basis.

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"Subsidiary" and "parent company" referred to in these Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

"Net worth" referred to in these Procedures shall mean the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 6 Hierarchy of Decision-making Authority and Delegation

The Company's hierarchy of decision-making authority and delegation to make endorsements/guarantees is as follows:

1. When making an endorsement/guarantee for others, the Company shall conduct the review procedures prescribed in Article 7. The Company may make an endorsement/guarantee only after the evaluation results have been resolved by the Board of Directors, or approved by the chairman of the board within a specific limit prescribed in Subparagraph 4, for subsequent submission to and ratification by the next board of director meeting.

2. Where the Company needs to exceed the limits prescribed in Article 5 to satisfy its business requirements, and where the conditions prescribed in these 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 these 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.

3. Where the Company has established the position of independent director, when it submits endorsements/guarantees prescribed in Subparagraphs 1, 2 and 5 for discussion, 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.

4. The specific limit of an endorsement/guarantee granted by the chairman of the board empowered by the Board of Directors shall be limited to 10% of the Company's net worth.

5. Before making any endorsement/guarantee pursuant to Paragraph 2, Article 4, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement/guarantee to the Board of Directors of the Company for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

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Article 7 Procedures for Making and Reviewing Endorsements/Guarantees

The Company shall make and review endorsements/guarantees in accordance with the following procedures:

1. Responsible unit

The Finance Department of the Company is responsible to make endorsements/guarantees. Other employees may be designated by the President to assist in making endorsements/guarantees whenever necessary.

1. Review procedures

2. (1) When making endorsements/guarantees, the responsible unit shall make a specific review report, which shall include the following items:

   • A. The necessity of and reasonableness of endorsements/guarantees.

   • B. Credit status and risk assessment of the entity for which the endorsement/guarantee is made.

   • C. The impact on the Company's business operations, financial condition, and shareholders' equity.

   • D. Whether collateral must be obtained and appraisal of the value thereof.

3. (2) When making an endorsement/guarantee, the responsible unit shall make a report specifying the company making the endorsement/guarantee, the entity for which the endorsement/guarantee is made, the category of, reason for, and amount of the endorsement/guarantee, and submit it along with the evaluation report prescribed in Item (1) to the President and the Chairman for approval and then to the Board of Directors for resolution. Due to business needs, however, the endorsement/guarantee may be approved by the Chairman within a specific limit prescribed in Subparagraph 4, Paragraph 1, Article 6, for subsequent submission to and ratification by the next board of director meeting; in addition, the handling of the endorsement/guarantee and related matters shall be reported to the shareholders' meeting for review.

4. When making an endorsement/guarantee, the responsible unit shall carefully evaluate the risk and obtain a collateral from the entity for which the endorsement/guarantee is made whenever necessary.

5. The Finance Department shall prepare a memorandum book for its endorsement/guarantee activities and record in detail the following information for the record: the entity for which the endorsement/guarantee is made, the amount, the date of passage by the Board of Directors or of authorization by the Chairman, the date the endorsement/guarantee is made, and the matters to be carefully evaluated under Item (1), Subparagraph 2.

6. The Finance Department shall compile a list of endorsement/guarantee amounts changed in the previous month at the beginning of each month and submit it to the Board of Directors on a regular basis.

Article 8 Procedures for Using and Keeping a Corporate Chop

The Company shall use the corporate chop registered with the Ministry of Economic

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Affairs as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board of Directors and may be used to seal or issue negotiable instruments in accordance with the procedures prescribed in the Company's chop regulations.

When making a guarantee for a foreign company, the Company shall have the guarantee agreement signed by the Chairman empowered by the Board of Directors.

Article 9 Procedures for Announcement and Reporting

The Company and its subsidiaries whose balances of endorsements/guarantees reach one of the following levels shall announce and report such an event in the website designated by the FSC in accordance with the regulations:

1. The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month.

2. The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such an event within two days commencing immediately from the date of occurrence:

3. (1) 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 statements.

4. (2) 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 statements.

5. (3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions 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 statements.

6. (4) The amount of new endorsements/guarantees made 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 statements.

7. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such a subsidiary is required to announce and report pursuant to Item (4), Subparagraph 2.

8. “Date of occurrence” in these Procedures shall mean the date of contract signing, date of payment, dates of Board of Directors' resolutions, or other dates that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier.

Article 10 Internal Audit

The Company's internal auditors shall audit these Procedures 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.

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Article 11 Procedures for Controlling Endorsements/Guarantees Made by Subsidiaries

1. Where a subsidiary of the Company intends to make endorsements/guarantees for others, the Company shall instruct it to formulate its own procedures for endorsements and guarantees in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the FSC.

2. Where a subsidiary of the Company intends to make endorsements/guarantees for others, it shall report to the Company for approval and comply with its own procedures for endorsements and guarantees. The Finance Department of the Company and employees designed by the President shall carefully evaluate the necessity, reasonableness, and risk of the endorsements/guarantees and their impact on the Company's business operations, financial condition, and shareholders' equity, and report to the President and the Chairman for approval.

3. The Finance Department shall receive a list of endorsement/guarantee amounts changed from each subsidiary at the beginning of each month.

4. The Company's internal auditors shall audit the compliance of each subsidiary with its own procedures for endorsements/guarantees on a regular basis and make an audit report accordingly; after reporting the findings and recommendations, the internal auditors shall request each subsidiary to improve, and shall make a follow-up report to make sure that proper corrective measures have been taken in a timely manner.

Article 12 Punishments

When managerial officers and persons in charge of endorsements/guarantees violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the FSC or these Procedures, they will be evaluated in accordance with the Company's personnel regulations and work rules and punished according to the severity of the violation.

Article 13 Miscellaneous

1. Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Procedures, or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the schedule set out in the plan.

2. The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures.

Article 14 Supplementaries

Matters not prescribed in these Procedures shall be governed by the relevant laws and regulations.

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Article 15 Implementation and Amendments

After passage by the Board of Directors, these Procedures shall be submitted to each supervisor and for approval by the shareholders' meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinions to each supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to these Procedures.

Where the Company has established the position of independent director, when it submits these Procedures 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; the independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of director meeting.

Article 16 Dates of Amendments

These Procedures were amended and adopted by the shareholders' meeting on June 20, 2003.

The second amendment was made on June 9, 2006.

The third amendment was made on June 19, 2009.

The fourth amendment was made on June 18, 2010.

The fifth amendment was made on June 21, 2013.

The sixth amendment was made on June 20, 2014.

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Attachment 11

Mercuries & Associates Holding, Ltd. Procedures for Lending Funds to Other Parties (before Amendment)

Article 1 Purpose

The Company establishes these Procedures for business needs on the premise that they do not violate Article 15 of the Company Act.

Except as otherwise provided, the lending of funds to others shall be governed by these Procedures.

Article 2 Legal Basis

These Procedures are established in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the Financial Supervisory Commission (the FSC).

Article 3 Object of Lending of Funds

The Company may lend funds to the following companies:

1. A company or firm with which it does business.

2. A company or firm which the Board of Director identifies to have a need of short-term financing.

The term "short-term" referred to in the preceding paragraph shall mean one year or one operating cycle (whichever is longer).

Article 4 Evaluation Standards for Lending of Funds to Other Parties

1. Where funds are lent between the Company and another company or firm for reasons of business dealings, the regulations prescribed in Subparagraph 2, Paragraph 1, Article 5 shall apply.

2. Where the Company lends funds to another company or firm which the Board of Directors identifies to have a need of short-term financing, subject to the following circumstances:

3. (1) A company in which the Company holds 30% of the shares and having a need of short-term financing due to business needs.

4. (2) A company or firm having a need of short-term financing due to the purchase of materials or operating turnover.

5. (3) Other companies having a need of short-term financing as resolved by the Board of Directors.

Article 5 Aggregate Amount of Loans and Maximum Amount Permitted to a Single Borrower

1. The aggregate financing amount shall be limited to 40% of the Company's net worth.

2. For a company or firm which has business dealings with the Company, the amount lent to the single company or firm shall be limited to the total amount of trading between both parties, and the aggregate financing amount shall be limited to 20% of

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the Company's net worth. "Amount of trading" shall mean the amount of purchase or sales between both parties, whichever is higher.

1. For a company or firm which has a need of short-term financing, the amount lent to the single company or firm shall be limited to 10% of the Company's net worth, and the aggregate financing amount shall be limited to 20% of the Company's net worth.

"Net worth" shall mean the balance sheet equity attributable to the owners of the parent company under the financial statements prepared in accordance with the International Financial Reporting Standards.

For inter-company loans between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares, the amount of loans shall be governed by the procedures for lending funds to other parties established by each subsidiary. The duration of each loan shall be within a period not to exceed one year.

Article 6 Duration of Loans

The duration of each loan shall be within a period not to exceed one year.

Article 7 Calculation of Interest

The interest rate of a loan shall be no less than the highest interest rate of a loan borrowed by the Company from a financial institution. The interest rate of a loan shall be collected on a monthly basis. The borrower shall pay interest within a week from the agreed payment date. In case of special circumstances, the interest rate of a loan may be adjusted after the consent of the Board of Directors.

Article 8 Hierarchy of Decision-making Authority

The Company shall lend funds to others after the resolution of the Board of Directors. The Company shall not empower any other person to make such a decision.

Lending of funds between the Company and its parent company or subsidiaries, or between subsidiaries, shall be submitted for a resolution by the Board of Directors pursuant to the preceding paragraph, and the Chairman may be authorized, for a specific borrowing counterpart, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterpart to draw down.

The "certain monetary limit" referred to in the preceding paragraph shall be in compliance with Paragraph 2, Article 5. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth of the lending company in the most current financial statements.

Where the Company has established the position of independent director, when it lends funds to others, it shall take each independent director's opinions into full consideration; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors meeting.

Article 9 Procedures for Handling and Reviewing Lending of Funds

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• Responsible unit

The Finance Department of the Company is responsible for lending of funds to others. Other employees may be designated by the President to assist in lending funds whenever necessary.

1. Review procedures and ratification

2. (1) Credit investigation

The Company shall perform the credit investigation on a company or firm applying for a loan based on the following principles:

• A. For a first-time borrower, the borrower shall provide a copy of company's license and person in charge's ID as well as necessary financial data.

• B. For an existing borrower, the Company shall perform the credit investigation once every year. For major cases, the credit investigation shall be performed once every six months.

• C. If a borrower has excellent finance and credit and annual financial statements assured by CPAs, the Company may refer to the credit investigation report having been made over 1 year but less than 2 years and the assured financial statements.

• (2) Review and evaluation

The borrower shall submit the application form for a loan within the amount limit prescribed in Article 5, and the responsible unit shall make a specific review report, which shall include the following items:

• A. The necessity and reasonableness of extending loans to others.

• B. Borrower credit status and risk assessment.

• C. The impact on the Company's business operations, financial condition, and shareholders' equity.

• D. Whether collateral must be obtained and appraisal of the value thereof.

(3) Ratification

• A. If a borrower's credit is poor or a loan is considered inappropriate for other reasons after the review and evaluation, the responsible employee shall report the reason for not lending the loan for ratification and reply to the borrower as soon as possible.

• B. If a borrower's credit is excellent, and the loan is with a proper purpose and has no adverse impact on the Company's financial condition or shareholders' equity after the review and evaluation, the responsible employee shall submit the credit investigation and review report along with the amount, duration, and interest rate of the loan to the President and the Chairman for approval and to the Board of Directors for resolution pursuant to Article 8.

• Notification

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After a loan is ratified, the responsible employee shall notify the borrower by mail or phone as soon as possible, specifying the terms and conditions of the loan, including the amount limit, duration, interest rate, collateral, and guarantor, and requesting the borrower to sign within the given time limit. After the collateral in pledge is set and the identity of the guarantor is verified, the loan will be appropriated.

1. Contract signing and identity verification

2. (1) Before the signing of a loan contract, the responsible employee shall set up the provisions of a loan contract and submit them to the supervisor for review and to the legal counsel for approval.

3. (2) The provisions of a loan contract shall be consistent with the terms and conditions of the ratified loan. After the borrower and the guarantor sign in the loan contract, the responsible employee shall perform the identity verification.

4. Security

5. (1) When lending funds to others, the Company shall obtain the secured note with the same amount, and shall request the borrower to provide a collateral equivalent to the amount of the loan and set the pledge or mortgage whenever necessary to ensure the Company’s claims. If a borrower provides an individual or company with considerable financial resources and credit as a replacement for a collateral, the Board of Directors may resolve in consideration of the Finance Department's opinions. If a company is provided as a collateral, the company shall have a guarantee clause prescribed in its articles of incorporation and submit the minutes of related resolutions to the shareholders' meeting or Board of Directors.

6. (2) Except for land and securities, the Company shall purchase fire insurance for a collateral; all risk insurance shall be purchased for ships and vehicles. The amount of insurance shall not be less than the value of a collateral. The insurance policy shall specify that the Company is the beneficiary. The name, quantity, storage location, insurance conditions, and insurance approval of the subject matter specified in the insurance policy should be consistent with the original terms and conditions of the Company’s loan; if the building has not been assigned a building number when it is erected, its address shall be marked with the section and land numbers.

7. (3) The responsible employee shall notify the borrower of policy renewal before the insurance expires.

8. Appropriation

A loan shall be appropriated after being ratified in accordance with these Procedures and being verified by the Finance Department.

Article 10 Procedures for Announcement and Reporting

1. The Company shall announce and report the previous month's loan balances of itself and its subsidiaries by the 10th day of each month.

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3. The Company whose lending of funds reaches one of the following levels shall announce and report such an event within two days commencing immediately from the date of occurrence:

4. (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 statements.

5. (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 stated in its latest financial statements.

6. (3) The amount of new lending 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 statements.

7. The Company shall announce and report on behalf of any subsidiary thereof that is not a public offering company of the Republic of China any matters that such a subsidiary is required to announce and report pursuant to Subparagraph 3, Paragraph 2.

Article 11 Repayment

1. When a borrower repays loans upon maturity, interests accrued shall be computed first. After the interests and principal are paid off altogether, the Company may cancel certificates of the obligatory claim, such as promissory notes and certificate of indebtedness, and then return them to the borrower.

2. If a borrower applies for the cancellation of mortgage, the Company shall first check whether there is a loan balance and then decide whether it agrees to cancel the mortgage.

Article 12 Case Organization and Retention

The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the Board of Directors, lending/borrowing date, and matters to be carefully evaluated according to the regulations.

After appropriating a loan, the responsible employee shall organize the certificates of the obligatory claim, such as promissory notes and certificate of indebtedness, collateral credentials, insurance policy, and correspondence in order and submit them to the Finance Department for retention. The envelope shall be marked with the customer's name and contents and submitted to the supervisor for review. Upon verification, the envelope will be stored in a safe and recorded in the register.

• Article 13 Subsequent Measures for Control of Loans and Procedures for Handling Overdue Loans

• After appropriating a loan, the responsible employee shall fill out the loan schedule to others and submit it to the supervisor for approval. The approved schedule shall be retained by the Finance Department, and a copy shall be kept by

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the responsible employee for further review. The responsible employee shall always pay attention to the financial condition, business, and credit of the borrower and the guarantor. If a collateral is provided, the responsible employee shall be aware of any changes in the value of the collateral. In case of significant changes, the responsible employee shall report to the President immediately and act according to his instructions.

1. The borrower shall pay off the principal and interest of the loan immediately at maturity. If the borrower fails to do so, the Company may dispose of or recover the loss from the collateral provided or the guarantee.

Article 14 Internal Audit

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.

Article 15 Procedures for Controlling Loans Lent by Subsidiaries

1. Where a subsidiary of the Company intends to lend funds to others, the Company shall instruct it to formulate its own procedures for lending funds to other parties in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Offering Companies established by the FSC.

2. Where a subsidiary of the Company intends to lend funds to others, it shall report to the Company for approval and comply with its own procedures for lending funds to other parties. The Finance Department of the Company and employees designed by the President shall carefully evaluate the necessity, reasonableness, and risk of the loans and their impact on the Company's business operations, financial condition, and shareholders' equity, and report to the President and the Chairman for approval.

3. The Finance Department shall receive a list of balances of funds lent to others from each subsidiary at the beginning of each month.

4. The Finance Department shall evaluate the subsequent control measures taken by each subsidiary for the loans and the appropriateness of the procedures for handling overdue loans.

5. The Company's internal auditors shall audit the compliance of each subsidiary with its own procedures for lending funds to other parties on a regular basis and make an audit report accordingly; after reporting the findings and recommendations, the internal auditors shall request each subsidiary to improve, and shall make a follow-up report to make sure that proper corrective measures have been taken in a timely manner.

Article 16 Punishments

When managerial officers and persons in charge of lending of funds to others violate the Regulations Governing Loaning of Funds and Making of

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Endorsements/Guarantees by Public Offering Companies established by the FSC or these Procedures, they will be evaluated in accordance with the Company's personnel regulations and work rules and punished according to the severity of the violation.

Article 13 Miscellaneous

1. If, as a result of a change in circumstances, an entity to which a fund is lent does not meet the requirements of these Procedures or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the schedule set out in the plan.

2. The Company shall evaluate the status of its lending of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.

Article 18 Supplementaries

Matters not prescribed in these Procedures shall be governed by the relevant laws and regulations.

Article 19 Implementation

After passage by the Board of Directors, these Procedures and any amendments thereto shall be submitted to the supervisors and reported to the shareholders' meeting for approval prior to implementation.

Article 20 These Procedures were established on March 19, 1988.

The first amendment was made on April 23, 1991. The second amendment was made on April 30, 1996. The third amendment was made on April 30, 2002. The fourth amendment was made on March 25, 2003. The fifth amendment was made on June 19, 2009. The sixth amendment was made on June 18, 2010. The seventh amendment was made on June 21, 2013.

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Appendix 12

Mercuries & Associates Holding, Ltd.

Shareholding of Directors and Supervisors

1. The Company's paid-in capital is NT$7,654,587,490 and cumulative issued shares outstanding are 765,458,749 shares.

2. All Directors shall hold a minimum of 24,494,679 shares and all Supervisons shall hold a minimum of 2,449,467 shares in accordance with regulations from Article 26 of the Securities and Exchange Act.

3. Below is a list of actual shareholding from all Directors and Supervisors of the ex-share transfer date on April 24, 2018:

Title	Name	Shares Held	Shareholding ratio
Chairman	Shanglin Investment Co., Ltd. Representative: Chen,Hsiang-Li	157,530,708	20.58%
Director	Fang,Cheng-I	5,961,052	0.78%
Director	Weng,Wei-chun	5,634,730	0.74%
Director	Shanglin Investment Co., Ltd. Representative: Mao,Ming-yu	157,530,708	20.58%
Director	Shanglin Investment Co., Ltd. Representative: Chen,Hsiang-chung	157,530,708	20.58%
Director	Shanglin Investment Co., Ltd. Representative: Wang,Hsien-Chang	157,530,708	20.58%
Director	Shanglin Investment Co., Ltd. Representative: Yang,Li-Yun	157,530,708	20.58%
Independent Director	Li,Mao	0	0%
Independent Director	Chen,Chang-I	0	0%
Supervisor	Shuren Investment Co., Ltd. Representative: Liu,Chien-Chih	108,631,770	14.19%
Supervisor	Cheng,I-teng	0	0%
Shares held by all Directors (excluding Independent Directors)			169,126,490
Shares held by all Supervisors			108,631,770
Shareholding from Directors and Supervisors has both reached the legally required minimum.

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Appendix 13

Mercuries & Associates Holding, Ltd.

Information on Stock Grants, Compensations for

Directors ,Supervisors and Employees

1. The effect on the Company's operational performance, EPS, and the return on equity investment for shareholders from bonus shares issued in this period: the Company did not disclose financial forecast for 2018, hence this is not applicable.

2. On the 23th Board meeting of the 18th Board on March 23 ,2018, the company's board of director approved the directors’ and supervisors’ compensation and employees’ compensation in the amounts of NT$12,000,000 and NT$17,800,000 in cash,repectively.

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