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MERCURIES AGM Information 2018

Jul 5, 2018

52227_rns_2018-07-05_c559f90a-db01-4196-95e3-e1ac0f2542ab.pdf

AGM Information

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Mercuries & Associates Holding, Ltd. 2018 Annual Shareholders’ Meeting Minutes

(Translation)

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

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

(Mercuries & Associates Building)

Total outstanding shares: 721,121,740 shares

Total shares represented by shareholders presented in person or by proxy :580,974,292 shares,accounting for 80.56% of the Company’s total outstanding shares(including the 379,514,991shares represented by shareholders exercising voting rights through e-voting)

Directors: Chen,Shiang-Li, Chen, Shiang-chung, Wong,Wei-Chyun, Fang,Cheng-Yi, Mao,Ming-Yu, Wang,Hsien-Chang, Yang,Li-Yun, Lee,Mao

Supervisors: Cheng,I-Teng

==> picture [64 x 66] intentionally omitted <==

Attendees: Liu,Ke-Yi, CPA, Hsu,Ching-Hsin Attorneys-at-law

Chairman： Chen,Shiang-Li, the Chairman of the Board of Directors

==> picture [50 x 30] intentionally omitted <==

Recorder： Wu,Su-Neu

  • A. Meeting Commencemen Announced:The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum.

  • B. Chairman’s Address (omitted)

  • C. Report Items

  • I. 2017 business report (refer to Attachment 1)

  • II. Supervisors’ review report of 2017 audited financial statements (refer to Attachment 2)

  • III. To report 2017 directors’, supervisors’, and employees’ compensation

2017 directors’ and supervisors’ compensation and employees’ compensation in the amounts of NT$12,000,000 and NT$17,800,000.

  • IV. Status report of endorsement and guarantee in 2017

  • As of December 31, 2017, the Company's endorsement/guarantee balance was NT$341,300 thousand.

  • 1 -

UNIT ：NTD (In Thousands)
No. Company Name
of
Endorser/Guaran
tor		 Endorsed/Gu aranteed 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/Gu
arantee to Net
Value of Most
Recent Financial
Statements		 Endorsement/Gua
rantee 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.

  • V. 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.

  3. VI. To report the amendment to the Corporate Governance Best Practice Principles Description:

  4. The Company has established the Audit Committee, and thus proposes to amend the Corporate Governance Best Practice Principles.

  5. Please refer to Attachment 6 for the Comparison Table for the Corporate Governance Best Practice Principles Before and After Amendment.

  6. VII. To report the amendment to the Corporate Social Responsibility Best Practice Principles Description:

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

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

  9. VIII. To report the amendment to the Ethical Corporate Management Best Practice Principles Description:

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

  11. 2 -

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

  13. IX. To report the amendment to the Codes of Ethical Conduct

  14. Description:

  15. The Company has established the Audit Committee, and thus proposes to amend the Codes of Ethical Conduct.

  16. Please refer to Attachment 9 for the Comparison Table for the Codes of Ethical Conduct Before and After Amendment.

D. Ratification Items

  • I. 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. Voting Results:

Shares represented at the time of voting: 580,146,482

Voting Results:
Sharesrepresented atthetime of voting:580,146,482
Voting results % of the total represented
sharepresent
Votes in favor：573,689,692 votes (among which
373,377,652 votes were exercise through e-voting)		 98.89%
Votes against：37,614 votes (among which 37,614 votes were
exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：6,419,176 votes (among which 6,099,725
votes were exercise through e-voting)		 1.10%

RESOLVED, that the 2017 Business Report and Financial Statements be and hereby were accepted as submitted.

  • II. To approve the proposal for distribution of 2017 earnings (Proposed by the Board of Directors) Description:

  • 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.

  • If the number of outstanding shares or distribution of shareholders' shares or

  • 3 -

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 Directors to handle all relevant matters is proposed.

  1. Please refer to Attachment 4 for the Earnings Distribution Table. Voting Results:

Shares represented at the time of voting: 580,146,482

Voting Results:
Sharesrepresented atthetime of voting:580,146,482
Voting results % of the total represented
sharepresent
Votes in favor：573,698,240 votes (among which
373,386,200 votes were exercise through e-voting)		 98.89%
Votes against：41,820 votes (among which 41,820 votes were
exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：6,406,422 votes (among which 6,086,971
votes were exercise through e-voting)		 1.10%

RESOLVED, that the above proposal be and hereby was approved as proposed.

E. Discussion Items

  • I. 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:

  2. (1) 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.

  3. 4 -

  4. (2) 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.

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

  6. 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.

  7. 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.

  8. 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.

  9. 5 -

Voting Results:

Shares represented at the time of voting: 580,974,292

Voting Results:
Sharesrepresented atthetime of voting:580,974,292
Voting results % of the total represented
sharepresent
Votes in favor：535,375,799 votes (among which 335,063,759
votes were exercise through e-voting)		 92.15%
Votes against：38,386,852 votes (among which 38,386,852
votes were exercise through e-voting)		 6.61%
Votes invalid：none 0%
Votes abstained：7,211,641 votes (among which 6,064,380
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • II. To amend the Articles of Incorporation (Proposed by the Board of Directors) Description:

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

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

Voting Results:

Shares represented at the time of voting: 580,974,292

Before and After Amendment.
Voting Results:
Sharesrepresented atthetime of voting:580,974,292
Voting results % of the total represented
sharepresent
Votes in favor：573,717,842 votes (among which 373,405,802
votes were exercise through e-voting)		 98.75%
Votes against：37,613 votes (among which 37,613 votes were
exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,218,837 votes (among which 6,071,576
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • III. 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.

  3. 6 -

Voting Results:

Shares represented at the time of voting: 580,974,292

Voting Results:
Sharesrepresented atthetime of voting:580,974,292
Voting results % of the total represented
share present
Votes in favor：573,717,842 votes (among which
373,405,802 votes were exercise through e-voting)		 98.75%
Votes against：37,613 votes (among which 37,613 votes
were exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,218,837 votes (among which 6,071,576
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • IV. 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.

Voting Results:

Shares represented at the time of voting: 580,974,292

Directors and Supervisors Before and After Amendment.
Voting Results:
Sharesrepresented atthetime of voting:580,974,292
Voting results % of the total represented
sharepresent
Votes in favor：573,717,842 votes (among which
373,405,802 votes were exercise through e-voting)		 98.75%
Votes against：37,614 votes (among which 37,614 votes
were exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,218,836 votes (among which 6,071,575
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • V. 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.

  3. 7 -

Voting Results:

Shares represented at the time of voting: 580,974,292

Voting Results:
Sharesrepresented atthetime of voting:580,974,292
Voting results % of the total represented
sharepresent
Votes in favor：573,717,842 votes (among which
373,405,802 votes were exercise through e-voting)		 98.75%
Votes against：37,614 votes (among which 37,614 votes
were exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,218,836 votes (among which 6,071,575
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • VI. 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.

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

Voting Results:

Shares represented at the time of voting: 580,974,292

2. Please refer to Attachment 14 for the Comparison Table for
and Guarantee Before and After Amendment.
Voting Results:
Sharesrepresented atthetime of voting:580,974,292		 the Procedures for Endorsement
Voting results % of the total represented
sharepresent
Votes in favor：573,713,646 votes (among which
373,401,606 votes were exercise through e-voting)		 98.75%
Votes against：45,020 votes (among which 45,020 votes
were exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,215,626 votes (among which 6,068,365
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • VII. 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.

  3. Voting Results:

Shares represented at the time of voting: 580,974,292

  • 8 -
Voting results % of the total represented
sharepresent
Votes in favor：573,713,646 votes (among which
373,401,606 votes were exercise through e-voting)		 98.75%
Votes against：45,020 votes (among which 45,020 votes
were exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,215,626 votes (among which 6,068,365
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

  • VIII. 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 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.

  5. 9 -

Voting Results:

Shares represented at the time of voting: 580,974,292

Voting Results:
Sharesrepresented atthetime of voting:580,974,292
Voting results % of the total represented
sharepresent
Votes in favor：573,723,404 votes (among which
373,411,364 votes were exercise through e-voting)		 98.75%
Votes against：48,018 votes (among which 48,018 votes
were exercise through e-voting)		 0.01%
Votes invalid：none 0%
Votes abstained：7,202,870 votes (among which 6,055,609
votes were exercise through e-voting)		 1.24%

RESOLVED, that the above proposal be and hereby was approved as proposed.

E. Directors Election

  • I. Election of 9 directors (including 3 independent directors) of the 19th Board of Directors (Proposed by the Board of Directors) Description:

  • 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.

  • 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.

Election Result: The list of newl elected directors with votes received follows: y

Title Name Votes Received
Director Representative of Shanglin Investment Co., Ltd.:
Chen,Shiang-Li		 849,355,948 votes
Director Representative of Shanglin Investment Co., Ltd.:
Chen,Shiang-Chung		 722,053,519 votes
Director Representative of Shuren Investment Co., Ltd.:
Wong,Wei-Chyun		 723,232,080 votes
Director Fang,Cheng-Yi 593,786,932 votes
Director Representative of Shanglin Investment Co., Ltd.:
Mao,Ming-Yu		 593,341,783 votes
Director Representative of Shanglin Investment Co., Ltd.:
Cheng,I-Teng		 562,896,636 votes
Independent Director Ted Tu 299,449,322votes
Independent Director Lee,Mao 300,949,322 votes
Independent Director JeffreyChen 299,449,322 votes
  • 10 -

F. Extraordinary Motions

The inquiries made by shareholders totaled 2,and the summary of which is as follows: Shareholder Mr. Huang (Account No. 136481) and Mr. Tsai (Account No. 133013) made statements about : Foreign exchange gains (losses) of Mercuries Life Insurance Co., Ltd. in 2018 and operational status of subsidiary in 2017.

The Chairman and the person designated by the Chairman responded to the above statements made by the said shareholders.

G. The meeting was adjourned at 10:03 a.m. of the same day.

  • 11 -

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

  2. 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.

  3. Life insurance

  4. 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.

  5. 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

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%.

  • (2) Budget Implementation, Financial income, and Profitability Analysis

  • 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

  • 12 -

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%.

  • (3) Research and development status

  • Retail of daily commodities and food

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.

  1. Life insurance

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.

  1. Pharmaceuticals

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.

  1. Information services industry

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.

  • II. Summary of Annual Business Plan for 2018

  • (1) Operating objectives

    • 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

  • 13 -

  • 1.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.

  • 2.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.

  • 3.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 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.

  • 4.Information services industry

MDS prudently selects and assumes large-scale public engineering projects to create high

  • 14 -

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% 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.

  • 15 -

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.

  • 16 -

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

  • 17 -

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

  • 18 -

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

  • 3.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.

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

  • 19 -

  • 5.Implement physical count of financial asset and mail inquires.

  • 6.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 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

  • 20 -

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 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.

  2. 21 -

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.

  1. 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.

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

  3. 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.

  4. 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.

  5. 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 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

  • 22 -

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

  • 23 -

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

  • 24 -

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

  • 25 -

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)

For the Years Ended December 31, 2017 and 2016
UNIT：NTD(In Thousands)		 For the Years Ended December 31, 2017 and 2016
UNIT：NTD(In Thousands)
Summary Stockholders' equityof Parent Company
Non-controlling
interests
Total
equity
Retained Earnings
EquityAdjustments
Treasury
Stocks
Subtotal

Legal
reserve
Special
reserve
Unappropriated
retained
earnings
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)
-0
1,346,398)
(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

  • 26 -

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 activities
Net cash generated from changes in current assets and liabilities related to operating activities
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

  • 27 -

Attachment 4

Mercuries & Associates Holding, Ltd.

2017 Earnings Distribution Table

Unit: NTD
Amount
Subtotal
Total
3,675,959,373
(45,490,450)
910,324,042
1,640,954,598
6,181,747,563
(164,095,460)
(612,369,399)
(612,369,390)
4,792,913,314		 Unit: NTD
Amount
Subtotal
Total
3,675,959,373
(45,490,450)
910,324,042
1,640,954,598
6,181,747,563
(164,095,460)
(612,369,399)
(612,369,390)
4,792,913,314
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.

  • 28 -

Attachment 5

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

After the Amendment Before the Amendment Description
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 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.		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
Article 3:
(Paragraphs 1 to 3 are omitted.)
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~~
~~t~~he deliberation of such
proposal may be postponed by a resolution
of
the Board of Directors.		 Article 3:
(Paragraphs 1 to 3 are omitted.)
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.		 The expression of this
paragraph is slightly
amended.
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		 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		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 29 -
After the Amendment Before the Amendment Description
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 att~~
~~end~~
~~the meeting of the Board of Directors to~~
~~express their opinions; however, they are~~
~~not allowed to vote.~~		 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 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,~~
At least one independent 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 herproxy. If an		 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 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
intendingto express anyobjection or		 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
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
  • 30 -
After the Amendment Before the Amendment Description
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.		 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.		 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
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 her
proxy.
Article 7:
Minutes shall be prepared of the
discussions at board of director meetings.		 Article 7:
Minutes shall be prepared of the
discussions at board of director meetings.		 The Audit Committee
has been established,
so the existing
  • 31 -
After the Amendment Before the Amendment Description
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 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,~~
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.		 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 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, 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.		 supervisor system is
canceled.
  • 32 -
After the Amendment Before the Amendment Description
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.		 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 bythe 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 mee~~
~~ting~~
~~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		 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.
  • 33 -
After the Amendment Before the Amendment Description
2. qualified opinions that have been
included in records or stated in writing.
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.
  • 34 -

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 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		 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 control
system. The Board of Directors and
management shall review the results of
self-assessments performed by each
department at least annuallyand the		 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.
  • 35 -
After the Amendment Before the Amendment Description
on a quarterly basis. The Audit
Committee~~o~~
~~r 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.)		 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 on
developments of laws and regulations
relating to the operation of the
Company in order to assist them with
legal compliance.
5. (Omitted)
6.(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 on
developments of laws and regulations
relating to the operation of the
Company in order to assist them with
legal compliance.
5. (Omitted)
6.(Omitted)		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
Article 6
The Board of Directors of the Company		 Article 6
The Board of Directors of the Company		 The Audit Committee
has been established,
  • 36 -

After the Amendment Before the Amendment Description shall properly arrange the agenda items shall properly arrange the agenda items so the existing and procedures for shareholders' and procedures for shareholders' supervisor system is meetings, and formulate the principles meetings, and formulate the principles canceled. and procedures for shareholders' and procedures for shareholders' nominations of Directors ~~and Supervisors~~ nominations of Directors and Supervisors and submissions of shareholder and submissions of shareholder proposals. The Board of Directors shall proposals. The Board of Directors shall also properly handle the proposals duly also properly handle the proposals duly submitted by shareholders. Arrangements submitted by shareholders. Arrangements shall be made to hold shareholders' shall be made to hold shareholders' meetings at a convenient location, with meetings at a convenient location, with sufficient time allowed and sufficient sufficient time allowed and sufficient numbers of suitable employees assigned numbers of suitable employees assigned to handle attendance registrations. No to handle attendance registrations. No arbitrary requirements shall be imposed arbitrary requirements shall be imposed on shareholders to provide additional on shareholders to provide additional evidentiary documents beyond those evidentiary documents beyond those showing eligibility to attend. showing eligibility to attend. Shareholders shall be granted reasonable Shareholders shall be granted reasonable time to deliberate each proposal and an time to deliberate each proposal and an appropriate opportunity to make appropriate opportunity to make statements. statements. For a shareholders' meeting called by the For a shareholders' meeting called by the Board of Directors, it is advisable that the Board of Directors, it is advisable that the Chairman of the Board chair the meeting, Chairman of the Board chair the meeting, that a majority of the Directors (including that a majority of the Directors (including at least one independent director) ~~and at~~ at least one independent director) and at ~~least one supervisor~~ attend in person, and least one supervisor attend in person, and that at least one member of each that at least one member of each functional committee attend as functional committee attend as representative. Attendance details shall representative. Attendance details shall be recorded in the shareholders meeting be recorded in the shareholders meeting minutes. minutes. Article 7 Article 7 The Audit Committee (Paragraph 1 is omitted.) (Paragraph 1 is omitted.) has been established, The Company that employs electronic The Company that employs electronic so the existing voting at a shareholders' meeting is voting at a shareholders' meeting is supervisor system is advised to avoid raising extraordinary advised to avoid raising extraordinary canceled. motions and amendments to original motions and amendments to original proposals, and is advised to adopt a proposals, and is advised to adopt a candidate nomination system for the candidate nomination system for the election of Directors ~~and Supervisors~~ . election of Directors and Supervisors.

  • 37 -
After the Amendment Before the Amendment Description
(The followingis omitted.) (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.)		 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 books
prepared and submitted by the Board of
Directors and the reports submitted by
the Audit Committee
~~or Superviso~~
~~rs~~
, 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 Companyshall fullycooperate in		 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
Companyshall fullycooperate in the		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 38 -
After the Amendment Before the Amendment Description
the examination conducted by the
inspectors in the aforesaid two
paragraphs without any obstruction,
rejection or circumvention.		 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 Directors~~, 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
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 Companyin		 Article 18
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 Companyin		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 39 -
After the Amendment Before the Amendment Description
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.		 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.
Article 24
The Company shall appoint independent
Directors in accordance with the articles
of incorporation. They shall be not less
than~~two~~
~~t~~hree
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 Directorsaccording 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.)		 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.
(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.)		 The Audit Committee
has been established,
so the existing
supervisor system 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 byresolution asprovided in the		 Article 25
The Company shall submit the following
matters to the Board of Directors for
approval byresolution asprovided in the		 The Audit Committee
has been established,
so the existing
supervisor system is
  • 40 -
After the Amendment Before the Amendment Description
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.)		 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.)		 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 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.		 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
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.		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
Article 28
The Compan~~y~~
~~shal~~
~~l 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,t~~
~~T~~
he provisions regarding
Supervisors in the Securities and
Exchange Act, the Company Act, other
laws and regulations,and these Principles		 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		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 41 -
After the Amendment Before the Amendment Description
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 followingis omitted.)		 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 followingis omitted.)
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 in~~
~~corporation 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.
2. Periodically evaluate and prescribe the
remuneration of Directors~~,~~
~~Supervisors,~~
and 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		 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:
1. Prescribe and periodically review the
policies, systems, standards, and
structures of the performance
evaluation and remuneration of
Directors, Supervisors and
managerial officers.
2. Periodically evaluate and prescribe the
remuneration of Directors,
Supervisors, and 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		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 42 -
After the Amendment Before the Amendment Description
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.
(The following is omitted.)		 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.
(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 Directors~~, the Supervisors~~
and the management to improve their
knowledge of the law,for thepurposes of		 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 thepurposes of		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 43 -
After the Amendment Before the Amendment Description
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.)		 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 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.)		 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
meeting and sent to each Director~~and~~
~~Supervisor~~
within 20 days after the
meeting. The director attendance records		 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
meeting and sent to each Director and
Supervisor within 20 days after the
meeting. The director attendance records		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 44 -
After the Amendment Before the Amendment Description
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.)		 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 Stakeholders'
Rights and Interests		 Chapter V Respecting Stakeholders'
Rights and Interests		 The original Chapter
IV (Empowering
Supervisors) is
deleted, so the chapter
is rearranged.
Articl~~e~~
~~51~~
41
(Omitted)		 Article 51
(Omitted)		 The original Chapter
IV (Empowering
Supervisors) is
deleted, so the article
is rearranged.
  • 45 -
After the Amendment Before the Amendment Description
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
concerningemployee 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 (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		 Article 58 The original Chapter
  • 46 -
After the Amendment Before the Amendment Description
(Omitted) (Omitted) 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
TPEx
~~(disclosure of Supervisors'~~
~~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.)		 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'
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.)		 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.
Chapter~~VII~~
VI
Supplementary		 Chapter VII SupplementaryProvisions The original Chapter
  • 47 -
After the Amendment Before the Amendment Description
Provisions IV (Empowering
Supervisors) is
deleted, so the chapter
is rearranged.
Article~~60~~
50
(Omitted)		 Article 60
(Omitted)		 The original Chapter
IV (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.
  • 48 -

Attachment 7

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

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 Directorsand
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 andpunishment 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 andpunishment 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 Directorsand 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 Listed
Companies.
Article 37
These Principles were established on		 Article 30
These Principles were established on		 The number and date
of the amendment
hereto are added.
  • 49 -
After the Amendment Before the Amendment Description
August 12, 2016.
The first amendment was made on March
23, 2018.		 August 12, 2016.
  • 50 -

Attachment 8

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

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 Directors~~, 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, provision, or sale of
products and services.		 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.
Article 23
These Principles shall be implemented		 Article 23
These Principles shall be implemented		 The Audit Committee
has been established,
  • 51 -
After the Amendment Before the Amendment Description
afterthe Audit Committee and
the Board
of Directors grant~~s~~
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.		 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.		 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.
  • 52 -

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 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 shall state the same		 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 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		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 53 -
After the Amendment Before the Amendment Description
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.		 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 Director~~s,~~
~~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 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.		 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
(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		 Article 23
(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		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 54 -
After the Amendment Before the Amendment Description
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).		 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).
Article 24
The exemption of Director~~s, 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~~
~~-~~
~~fourth~~
~~s of~~
~~all Directors present.~~
~~a~~dopted 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 which the Board of Directo~~
~~rs~~
~~adopted the resolution for exemption, and~~
~~the period of, reasons for, and principles~~
~~behind the application of the exemption.~~		 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.
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.
  • 55 -
After the Amendment Before the Amendment Description
Article 27
These Codes and amendments shall be
implemented after the approval ofthe
Audit Committee and the resolution of
the Board of Directorsand 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.
  • 56 -

Attachment 10

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

After the Amendment Before the Amendment Description
Chapter IV: Directors and~~Supervisors~~
Audit Committee		 Chapter IV: Directors and Supervisors The Audit
Committee has been
established, so the
existing supervisor
system is canceled.
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 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.		 The number of
independent
Directors is
stipulated.
Article 18
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
Chairmanbased on business needs
.		 Article 18
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.		 The expression of
this paragraph is
slightly amended.
  • 57 -
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 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.		 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 Aud~~
~~it~~
~~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.
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 newly
added.
  • 58 -
After the Amendment Before the Amendment Description
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~~
~~Supervis~~
~~ors~~
during their term of service.
The insurance method and insured amount
shall be resolved bythe 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 bythe Board.		 The Audit
Committee has been
established, so the
existing supervisor
system is canceled.
Article 23
~~The management oft~~
~~T~~
he Compan~~y~~
~~has~~
~~adopted a chiarman system, in which one~~
~~chiarman, one vice Chairman~~
~~, and~~
~~m~~ay
appoint
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
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 by the
Chairman.		 The expression of
this paragraph is
slightly amended.
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, and an
~~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.
  • 59 -
After the Amendment Before the Amendment Description
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'
~~and Supervisors'~~
compensation according
to aforementioned percentage.		 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'
and Supervisors' compensation according
to aforementionedpercentage.		 The Audit
Committee has been
established, so the
existing supervisor
system is canceled.
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.
  • 60 -

Attachment 11

Mercuries & Associates Holding, Ltd.

Comparison Table for the Rules and Procedures of Shareholders Meeting Before and After Amendment

After the Amendment Before the Amendment Description Article 2 Article 2 The Audit Committee Unless otherwise provided by Unless otherwise provided by has been established, regulations, shareholders' meeting is regulations, shareholders' meeting is so the existing convened by the Board of Directors. convened by the Board of Directors. supervisor system is 30 days before the Company convenes a 30 days before the Company convenes a canceled. regular shareholders’ meeting or 15 days regular shareholders’ meeting or 15 days before it convenes a special shareholders’ before it convenes a special shareholders’ meeting, the Company shall prepare meeting, the Company shall prepare electronic files of the meeting electronic files of the meeting announcement, proxy form, explanatory announcement, proxy form, explanatory materials relating to proposals for materials relating to proposals for ratification, matters for deliberation, ratification, matters for deliberation, election or dismissal of Directors ~~or~~ election or dismissal of Directors or ~~Supervisors,~~ and other matters on the Supervisors, and other matters on the shareholders’ meeting agenda, and shareholders’ meeting agenda, and upload them to the Market Observation upload them to the Market Observation Post System. 21 days before the Post System. 21 days before the Company is to convene a regular Company is to convene a regular shareholders’ meeting, or 15 days before shareholders’ meeting, or 15 days before it convenes a special shareholders' it convenes a special shareholders' meeting, it shall prepare an electronic file meeting, it shall prepare an electronic file of the shareholders’ meeting agenda of the shareholders’ meeting agenda handbook and the supplemental handbook and the supplemental materials, and upload it to the Market materials, and upload it to the Market Observation Post System. 15 days before Observation Post System. 15 days before the Company is to convene a the Company is to convene a shareholders’ meeting, it shall prepare the shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook shareholders’ meeting agenda handbook and supplemental materials and make and supplemental materials and make them available for the shareholders to them available for the shareholders to obtain and review at any time. In obtain and review at any time. In addition, the handbook shall be displayed addition, the handbook shall be displayed at the company and its stock registrar and at the company and its stock registrar and transfer agent, and distributed on-site at transfer agent, and distributed on-site at the meeting. the meeting. The causes or subjects of a shareholders' The causes or subjects of a shareholders' meeting to be convened shall be indicated meeting to be convened shall be indicated

  • 61 -
After the Amendment Before the Amendment Description
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.)		 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,
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 1year. If,however,a shareholder		 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 signatures of the monitoring
personnel and kept in proper custody for
at least 1year. If,however,a shareholder		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 62 -
After the Amendment Before the Amendment Description
files a lawsuit pursuant to Article 189 of
the Company Act, the ballots shall be
retained until the conclusion of the
litigation.		 files a lawsuit pursuant to Article 189 of
the Company Act, the ballots shall be
retained until the conclusion of the
litigation.
  • 63 -

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 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:
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.
  • 64 -
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 Su~~
~~pervisor~~
~~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 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~~
~~numb~~
~~er 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
voting shareholders.
No ballot will be prepared for voting
rights exercised electronically.		 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
voting shareholders.
No ballot will be prepared for voting
rights exercised electronically.		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
Article 8:
The votingrights shall be calculated on		 Article 8:
The votingrights shall be calculated on		 The Audit Committee
has been established,
  • 65 -
After the Amendment After the Amendment Before the Amendment Description
site immediately
and the results of
elected Directors
be announced by		 after the end of the poll,
the calculation and the
~~and Supervisors~~
shall
the chair on the site.		 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.		 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.
  • 66 -

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 D~~
~~irector has~~
~~been created in the Company pursuant~~
~~to the Securities and Exchanges 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
(Omitted)
2. Decision-making process of
transaction conditions and authorized
transaction amount		 Article 7:
Procedures to acquire or dispose of
property or equipment
1. Appraisal and operational procedures
(Omitted)
2. Decision-making process of
transaction conditions and authorized
transaction amount		 To reduce the amount
that requires the Board
of Directors' approval,
Subparagraph 2,
Paragraph 2 of this
article is amended.
Subparagraph 3,
  • 67 -
After the Amendment Before the Amendment Description
(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~~
~~2~~0
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 betwe~~
~~en 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 following is omitted.)		 (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 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 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		 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 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		 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
article, and "parent
company" is deleted.
  • 68 -

After the Amendment

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 Audit Committee and the Board of Directors ~~and Supervisors:~~

(Omitted)

Before the Amendment

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)

Description

  • (2) The calculation of the transaction (2) The calculation of the transaction amounts referred to in Paragraph amounts referred to in Paragraph 1 and 2 (1) shall be made in 1 and 2 (1) shall be made in accordance with Paragraph 1 (5) accordance with Paragraph 1 (5) in Article 14, and "within the in Article 14, and "within the preceding year" as used herein preceding year" as used herein refers to the year preceding the refers to the year preceding the date of occurrence of the current date of occurrence of the current transaction. Items that have been transaction. Items that have been approved by the Audit Committee approved by the Board of and the Board of Directors ~~and~~ Directors and recognized by the ~~recognized by the Supervisors~~ Supervisors need not be counted need not be counted toward the toward the transaction amount. transaction amount. (3) With respect to the acquisition or

  • (3) With respect to the acquisition or disposal of business-use disposal of business-use equipment between the Company equipment between the Company and its parent company or and its ~~parent company or~~ subsidiaries, the Company's subsidiaries, the Company's Board may delegate the Board may delegate the Chairman Chairman to decide such matters to decide such matters when the when the transaction is within a transaction is ~~within a certain~~ certain amount. The decision ~~amount l~~ ess than NT$100 million shall be reported in the next (inclusive). The decision shall be Board meeting in an after-event reported in the next Board basis. meeting in an after-event basis. (4) Where the position of

  • (4) ~~Where the position of Independent~~ Independent Director has been ~~Director has been created in the~~ created in the Company pursuant ~~Company pursuant to the~~ to the Securities and Exchanges ~~Securities and Exchanges Act,~~ Act, when a matter is submitted

  • 69 -

After the Amendment Before the Amendment Description
~~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)		 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)
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~~
~~s~~hall be notified via
written document.
D.(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)		 The Audit Committee
has been established, so
the existing supervisor
system is canceled.
  • 70 -
After the Amendment Before the Amendment Description
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)		 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)
Article 17: Implementation and
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		 Article 17: Implementation and
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		 The Audit Committee
has been established, so
the existing supervisor
system is canceled; the
expression of this article
is slightly amended.
  • 71 -
After the Amendment Before the Amendment Description
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.		 reservations about any matter, it shall be
recorded in the minutes of the board of
director meeting.
  • 72 -

Attachment 14

Mercuries & Associates Holding, Ltd.

Comparison Table for the Procedures for Endorsement and Guarantee Before and After Amendment

After the Amendment Before the Amendment Description
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)
3. Where the Company's Board of
Directors
~~has established the position~~
~~of independent dir~~
~~ector, 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' opinions specifically
expressing assent or dissent and the
reasons for dissent shall be included in
the minutes of the Board of Directors
meeting.		 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. (Omitted)
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.(Omitted)		 The Audit Committee
has been established,
so a proviso is added
to Paragraph 1; in
addition, the
expression of
Paragraph 3 is slightly
amended.
  • 73 -
After the Amendment Before the Amendment Description
4. (Omitted)
5. (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 following is 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' meeting
for approvalbefore implementation
. If
any director expresses dissent and it is
contained in the minutes or a written
statement, the Company shall submit the
dissentingopinions to~~each Supervisor~~		 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 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 bythe shareholders' meeting.		 The Audit Committee
has been established,
so the existing
supervisor system is
canceled.
  • 74 -
After the Amendment Before the Amendment Description
the Audit Committee
and for discussion
by the shareholders' meeting. The same
shall apply to any amendments to these
Procedures.
~~Where the Company has established t~~
~~he~~
~~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.		 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.
  • 75 -

Attachment 15

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

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 by the 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".
Article 5
Aggregate Amount of Loans and		 Article 5
Aggregate Amount of Loans and		 The expression of this article
is slightlyamended for
  • 76 -
After the Amendment Before the Amendment Description
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.		 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.		 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~~
~~t~~he 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
minutes of the board of director
meeting.		 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.
Article 14
Internal Audit
The Company's internal auditors shall
audit the Operational Procedures for		 Article 14
Internal Audit
The Company's internal auditors shall
audit the Operational Procedures for		 The Audit Committee has
been established, so the
existing supervisor system is
canceled.
  • 77 -
After the Amendment Before the Amendment Description
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.		 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 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~~
~~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 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		 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 apply to any
amendments to these Procedures.		 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
Loaning of Funds and Making
of Endorsements/Guarantees
by Public Companies.
  • 78 -
After the Amendment Before the Amendment Description
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.
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.
  • 79 -

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,Shiang-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, Tastynoodle 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
Investment
Co., Ltd.		 None
Director Chen,Shiang-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
Director,Foundation for Taiwan Masters Golf Tournament		 157,530,708 Shanglin
Investment
Co., Ltd.		 None
  • 80 -
Caregory Name Education Experience Currentt Position Number of
Shares
(Unit: Share)		 Name of
Government
Agency or
Corporation
Represented		 Other
Information
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 Wong,Wei-Chyun 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
Investment
Co., Ltd.		 None
Director Fang,Cheng-Yi 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
Investment
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
Investment
Co., Ltd.		 None
  • 81 -

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		 Ted Tu 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
IndependentD
irector		 Lee,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		 Jeffrey Chen 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
  • 82 -

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.

  • 83 -

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