MERCURIES - AGM Information 2020 | FinancialReports.eu

Stock Number: 2905

Mercuries & Associates Holding, Ltd.

2020 Annual Shareholders' Meeting

Meeting Agenda (Translation)

June 18, 2020

	Table of Contents
I.	Meeting Agenda	1
	1. Report Items	2
	2. Ratification Items	5
	3. Discussion Items	6
	4. Extraordinary Motions	7
II.	Attachment
	1. 2019 Business Report	8
	2. Audit Committee's Review Report	14
	3. Independent Auditors’ Report and 2019 Consolidated Financial Statements	15
	4. Earnings Distribution Table	34
	5. Comparison Table for the Rules and Procedures for Board of Director
	Meetings Before and After Amendment	35
	6. Comparison Table for the Corporate Governance Best Practice Principles
	Before and After Amendment	44
	7. Comparison Table for the Corporate Social Responsibility Best Practice
	Principles Before and After Amendment	58
	8. Comparison Table for the Codes of Ethical Conduct Before and After
	Amendment	67
	9. Comparison Table for the Ethical Corporate Management Best Practice
	Principles Before and After Amendment	70
	10. Comparison Table for the Articles of Incorporation Before and After
	Amendment	79
	11. Comparison Table for the Rules and Procedures of Shareholders Meeting
	Before and After Amendment	81
	12. Comparison Table for the Procedures for Acquisition and Disposal of
	Assets Before and After Amendment	84

	Table of Contents
	13. Comparison Table for the Procedures for Endorsement and Guarantee
	Before and After Amendment	95
	14. Comparison Table for the Procedures for Lending Funds to Other Parties
	Before and After Amendment	97
III.	Appendix
	1. Rules and Procedures for Board of Director Meetings (before Amendment)	99
	2. Corporate Governance Best Practice Principles (before Amendment)	103
	3. Corporate Social Responsibility Best Practice Principles (before
	Amendment)	118
	4. Codes of Ethical Conduct (before Amendment)	123
	5. Ethical Corporate Management Best Practice Principles (before
	Amendment)	127
	6. Articles of Incorporation (before Amendment)	131
	7. Rules and Procedures of Shareholders Meeting (before Amendment)	136
	8. Procedures for Acquisition and Disposal of Assets (before Amendment)	142
	9. Procedures for Endorsement and Guarantee (before Amendment)	157
	10. Procedures for Lending Funds to Other Parties (before Amendment)	162
	11. Shareholding of Directors	167
	12. Information on Stock Grants, Compensations for Directors and Employees	168

Mercuries & Associates Holding, Ltd. 2020 Annual Shareholders’ Meeting Agenda

Time: 9:00 a.m., Thursday, June 18, 2020

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

I. Announcing the Meeting
II. Chairman's Address
III. Report Items:
(I) 2019 business report
(II) Audit Committee's review report of 2019 audited financial statements
(III) To report 2019 directors' and employees' compensation
(IV) Status report of endorsement and guarantee in 2019
(V) Report on the amendments to the Company's Rules and Procedures for Board of Director Meetings
(VI) Report on the amendments to the Company's Corporate Governance Best Practice Principles
(VII) Report on the amendments to the Company's Corporate Social Responsibility Best Practice Principles
(VIII) Report on the amendments to the Company's Codes of Ethical Conduct
(IX) Report on the amendments to the Company's Ethical Corporate Management Best Practice Principles
(X) Report on the change from the cost model to the fair value model for the subsequent appraisal of the Company's investment-based real estate
IV. Ratification Items:
(I) To approve 2019 Business Report and Financial Statements
(II) To approve the proposal for distribution of 2019 earnings
V. Discussion Items:
(I) To amend the Company's Articles of Incorporation
(II) To amend the Company's Rules and Procedures of Shareholders Meeting
(III) To amend the Company's Procedures for Acquisition and Disposal of Assets
(IV) To amend the Company's Procedures for Endorsement and Guarantee
(V) To amend the Company's Procedures for Lending Funds to Other Parties
(VI) To invest the Company's surplus for issuance of new shares
VI. Extraordinary Motions
VII. Meeting Adjourned
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Report Items

I. 2019 business report. (Proposed by the Board of Directors)
Description: Please refer to Attachment 1 on Pages 8 to 13 of the Handbook for the 2019 business report.
II. Audit Committee's review report of 2019 audited financial statements. (Proposed by the Board of Directors)
Description: Please refer to Attachment 2 on Page 14 of the Handbook for the Audit Committee's review report 2019.
III. To report 2019 directors' and employees' compensation. (Proposed by the Board of Directors) Description: Please refer to Appendix 12 on Page 168 of the Handbook for information on the 2019 directors', and employees' compensation.
IV. Status report of endorsement and guarantee in 2019. (Proposed by the Board of Directors) Description:
(I) As of December 31, 2019, the Company and its subsidiaries endorsement/guarantee balance was NT$8,000 thousand.

Unit: NT$1,000

No.	Company Name of Endorser/ Guarantor	Endorsed/ Guaranteed Party	Endorsed/ Guaranteed Party	Limitation on Endorseme nts 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 Endorseme nt/ Guarantee with Security on Property	Percentage of Accumulated Amount of Endorsement/ Guarantee to Net Value of Most Recent Financial Statements	Endorseme nt/ Guarantee Ceiling (Note 3)
		Company Name	Relation ship (Note 1)
0	Mercuries & Associates Holding, Ltd.	Sanyou Drugstores , Ltd.	6	$2,704,408	$250,000	-	-	-	-	$5,408,816
1	Mercuries Rich	Asiandawn Ventures Inc.	3	$1,802,939 (Note 4)	$91,300	-	-	-	-	$3,605,877 (Note 5)
2	Mercuries Data Systems Ltd.	Mercuries Data Systems Ltd.	1	$437,234 (Note 6)	$8,000	$8,000	$8,000	-	0.37%	$1,093,085 (Note 6)

Note 1:The 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:The 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 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 Rich shall not exceed 20% of the Company's net worth.

Note 6: 1. The total amount of the endorsements and guarantees made by the subsidiary Mercuries Data Systems Ltd. for other entities shall not exceed 50% of the net value of its most recent financial statements, which have been certified or verified by the Certified Public Accountant.
1. The amount of the endorsement and guarantee made by the subsidiary Mercuries Data Systems Ltd. for a single enterprise shall not exceed 20% of the net value of its most recent financial statements, which have been certified or verified by the Certified Public Accountant.
2. (II) The proposal has been reported to the Shareholders Meeting according to the Company's procedures on handling endorsement/guarantee.
V. Report on the amendments to the Company’s Rules and Procedures for Board of Director Meetings

Description:

(I) The Company proposed to amend the Rules and Procedures for Board of Director Meetings according to the amendments to the laws and practices.
(II) Please refer to Attachment 5 on Pages 35 to 43 of the Handbook for the comparison table of the Rules and Procedures for Board of Director Meetings before and after the amendment.
VI. Report on the amendments to the Company’s Corporate Governance Best Practice Principles
Description:
(I) The Company proposed to amend the Corporate Governance Best Practice Principles according to the amendments to the laws and practices.
(II) Please refer to Attachment 6 on Pages 44 to 57 of the Handbook for the comparison table of the Corporate Governance Best Practice Principles before and after the amendment.
VII. Report on the amendments to the Company’s Corporate Social Responsibility Best Practice Principles

Description:

(I) The Company proposed to amend the Corporate Social Responsibility Best Practice Principles according to the amendments to the laws and practices.
(II) Please refer to Attachment 7 on Pages 58 to 66 of the Handbook for the comparison table of the Corporate Social Responsibility Best Practice Principles before and after the amendment.

VIII. Report on the amendments to the Company’s Codes of Ethical Conduct

Description:

(I) The Company proposed to amend the Codes of Ethical Conduct according to the amendments to the laws and practices.
(II) Please refer to Attachment 8 on Pages 67 to 69 of the Handbook for the comparison table of the Codes of Ethical Conduct before and after the amendment.
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IX. Report on the amendments to the Company’s Ethical Corporate Management Best Practice Principles

Description:

(I) The Company proposed to amend the Ethical Corporate Management Best Practice Principles according to the amendments to the laws and practices.
(II) Please refer to Attachment 9 on Pages 70 to 78 of the Handbook for the comparison table of the Ethical Corporate Management Best Practice Principles before and after the amendment.
X. Report on the change from the cost model to the fair value model for the subsequent appraisal of the Company's investment-based real estate.

Description:

(I) To reasonably reflect the fair value of investment-based real estate, improve the transparency of financial reports, be in line with the international standards, and increase the Group's net worth, and future risk tolerance, after the resolution was adopted by the Board of Directors on February 26, 2020, the subsequent appraisal of the investment-based real estate would change from cost model to the fair value model starting from 2020.
(II) In accordance with the requirements stipulated in Accounting Policies, Changes in Accounting Estimates and Errors of the International Accounting Standards No. 8., this change in accounting policy shall be applied retrospectively. The items impacted and the effect for the year before the year when the change takes effect are as follows:
(1) The impact on the consolidated balance sheet as of December 31, 2019: retained earnings increased by NT$2,543,314 thousand, investment-based real estate increased by NT$4,585,332 thousand, deferred income tax liabilities increased by NT$725,168 thousand, and non-controlling interests increased by NT$1,316,850 thousand.
(2) The impact on the consolidated statements of comprehensive income for 2019: the consolidated net profit decreased by NT$377,276 thousand, the net profit attributable to the parent company decreased by NT$43,254 thousand, and the net profit of non-controlling interests decreased by NT$334,022 thousand.
(III) In accordance with the provisions of the Financial Supervisory Commission Official Letter No. Zheng-Fa-1030006415 issued on March 18, 2014: The fair value model shall be adopted for subsequent appraisal of investment-based real estate for the first time, and the net increase in the fair value appraised shall be transferred to the retained earnings, and another same amount shall be appropriated as special capital reserve. The Company's net increase in the fair value of the investment-based real estate appraised using the fair value model was transferred to the retained earnings on January 1, 2020, and an amount appropriated as special capital reserve was NT$2,543,314 thousand.
(IV) This proposal was certified by Ke-Yi Liu, CPA of BDO Taiwan, in accordance with Article 6 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and she issued a reasonable opinion accordingly.
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Ratification Items

Proposal 1

(Proposed by the Board of Directors)

To approve 2019 Business Report and Financial Statements

Description:

(I) The Company's 2019 financial statements (including standalone financial statements) have been approved by the Board of Directors and reviewed by the Audit Committee.
(II) Please refer to Attachment 1 on Pages 8 to 13 and Attachment 3 on Pages 15 to 33 of the Handbook for the 2019 business report, CPA audit report (including CPA audit report of standalone financial statements) and financial statements (including standalone financial statements).
(III) Please proceed to ratify the proposal.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

To approve the proposal for distribution of 2019 earnings.

Description:

(I) The net profit after tax for 2019 is NT$3,494,832,767, and the distributable surplus is NT$6,485,011,977. As planned by the Board of Directors, cash dividends of NT$826,682,688 and stock dividends of NT$826,682,680 will be distributed. Based on the 826,682,688 outstanding shares issued, it is estimated that the cash dividend and stock dividend are NT$1 per share, respectively. Cash dividends to be distributed shall be rounded to the nearest integral (NT$1), dividends less than NT$1 will be combined and transferred to the Company's Employee Welfare Committee. It is also planned to request the shareholders' meeting to authorize the Board of Directors to set another base date for ex-dividends.
(II) If the number of outstanding shares or distribution of shareholders' shares or interest is changed due to the subsequent redemption of the Company's shares, transfer, exchange or write-off of treasury stocks, conversion of corporate bonds according to laws, exercise of employee stock options, or issuance or redemption of restricted employee shares after cash dividends and stock dividends are approved in the shareholders' meeting, that the shareholders' meeting shall authorize the Board of Directors to handle all relevant matters is proposed.
(III) Please refer to Attachment 4 on Page 34 of the Handbook for the table of 2019 earnings distribution.
(IV) Please proceed to ratify the proposal.

Resolution:

Discussion Items

Proposal 1

(Proposed by the Board of Directors)

Proposal: To amend the Articles of Incorporation.

Description:

(I) The Company proposed to amend the Articles of Incorporation according to the amendments to the laws and practices.

(II) Please refer to Attachment 10 on Pages 79 to 80 of the Handbook for the comparison table.

(III) Please proceed to resolve on the proposal.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Proposal: To amend the Rules and Procedures of Shareholders Meeting.

Description:

(I) The Company proposed to amend the Rules and Procedures of Shareholders Meeting to the amendments to the laws and practices.

(II) Please refer to Attachment 11 on Pages 81 to 83 of the Handbook for the comparison table.

(III) Please proceed to resolve on the proposal.

Resolution:

Proposal 3 (Proposed by the Board of Directors)

Proposal: To amend the Procedures for Acquisition and Disposal of Assets.

Description:

(I) The Company proposed to amend the Procedures for Acquisition and Disposal of Assets to the amendments to the laws and practices.

(II) Please refer to Attachment 12 on Pages 84 to 94 of the Handbook for the comparison table.

(III) Please proceed to resolve on the proposal.

Resolution:

Proposal 4 (Proposed by the Board of Directors)

Proposal: To amend the Procedures for Endorsement and Guarantee.

Description:

(I) The Company proposed to amend the Procedures for Endorsement and Guarantee to the amendments to the laws and practices.

(II) Please refer to Attachment 13 on Pages 95 to 96 of the Handbook for the comparison table.

(III) Please proceed to resolve on the proposal.

Resolution:

(Proposed by the Board of Directors)

Proposal 5

Proposal: To amend the Procedures for Lending Funds to Other Parties.

Description:

(I) The Company proposed to amend the Procedures for Lending Funds to Other Parties to the amendments to the laws and practices.
(II) Please refer to Attachment 14 on Pages 97 to 98 of the Handbook for the comparison table.

(III) Please proceed to resolve on the proposal.

Resolution:

Proposal 6

Proposa `l:` To invest the Company's surplus for issuance of new shares.

(Proposed by the Board of Directors)

Description:

(I) To strengthen the Company's capital structure and to satisfy operating needs, the Company plans to allocate NT$826,682,680 in the shareholders’ dividends to issue new shares with the face value of NT$10 per share. The Company plans to issue 82,668,268 shares, and all of which will be in the form of non-physical shares.
(II) For the issuance of new shares by earnings recapitalization, 100 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.
(III) 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.
(IV) 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.

Resolution:

Extraordinary Motions

Meeting Adjourned

Attachment 1

Mercuries & Associates Holding, Ltd. 2019 Business Report

Mercuries & Associates Holding, Ltd. (the Company) is an investment holding company, and its joint ventures are mainly in life insurance, retail of daily commodities and food, pharmaceuticals, and information services. In the past year, on the basis of the existing long-term development strategy, the Company has actively optimized the various investment projects. In the future, it will continue to work toward a diversified and multi-market business model, with the aim of achieving professional division of labor and an economy of scale to improve operational performance continuously.

I. 2019 Business Report
(I) 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 the Company's business plan in 2019 are as follows:

Retail of daily commodities and food
Due to the enforcement of the Labor Standards Act, the increase in labor costs had a significant impact on the retail of daily commodities and food. Physical retail stores faced new challenges, such as market saturation and the emergence of cross-industry alliances. To improve revenue and profit of retail stores, each business unit: kept track of existing competitors and market trends; adjusted the product mix and developed new products in line with consumers' preferences; utilize the advantage of a large membership to increase revenue and profit. Compared with 2019, revenue in 2019 increased by 1.2%, and the number of retail stores also increased by 66 to 1,366.
Life insurance
In the first half of 2019, the political and economic factors, including the China-US trade conflict and foreign exchange market turmoil, had led to economic slowdown. Even when the U.S. Fed cut interest rates in the second half of the year and the China-US trade war slowed down, the International Monetary Fund reported in the autumn statement that it still revised the 2019 global GDP down to 3%, the lowest level since the financial crisis. Coupled with the uncertainty of the domestic economy and the impact of changes in the regulatory environment, the environment of the life insurance business was faced with a daunting challenge. As a result, the life insurance business environment is facing a severe test. Mercuries Life Insurance continued to adopt robust and pragmatic operating principles to strengthen market risk management actively and to increase its overall profit through a steady investment strategy. In 2019, premium income from new insurance policies reached NT$33.9 billion, ranking ninth, and the total premium income amounted to NT$148.5 billion, ranking seventh in total.
Pharmaceuticals

During this year, SCI Pharmtech, Inc. continued to achieve a gross profit margin of 40% by

optimizing the product assortment and operating leverage, and its revenue and profit increased significantly by 21% and 27%, respectively.

Information services industry

The annual segment revenue of MDS decreased round 8% year on year. However, under the influx of investment income from outside the industry, the overall profit was comparable to that last year.

(II) Budget implementation, financial income, and profitability analysis
The consolidated operating revenue of NT$229.3 billion in 2019, an increase of 1.81%
compared with 2018, with the budget achievement rate of 111%. In terms of profit, net income attributable to the parent company was NT$3.495 billion, with earnings per share after tax of NT$4.48; standalone return on assets was 15.66%; return on equity was 24.19%.
(III) Status of research and development
Retail of daily commodities and food
- As it was highly competitive in the retail of daily commodities and food, faced with a highly volatile operating environment and consumer demand, the Company continuously adjusted product structures and marketing strategies based on market demand and trends, continued to optimize digitalization, and adopted big data to strengthen management and marketing. In addition, it developed differentiated marketing activities on a store-by-store basis to enhance the competitiveness of individual retail stores, expand market segmentation, strengthen regional competitive advantages, and optimize the brand image comprehensively.
Life insurance
- Facing the aging society and low interest rates, Mercuries Life Insurance increased the mortality gain and fixed income and enhanced integrated marketing capabilities, developed specific commodities, such as term health insurance, periodic investment products, and retirement planning products, through customer demand analysis, to improve the product lines, develop a diversified and effective product portfolio so as to meet different groups' needs.
Pharmaceuticals
- SCI Pharmtech's R&D priority was placed on customer needs. After the business department evaluated market supply and demand, the R&D department assessed technological feasibility and patent-related issues before proceeding with research and development. The selection of good projects had a great impact on the business results. In recent years, the R&D manpower has been maintained in a stable state. For projects, it adhered to the principle that quality overweighs quantity. the R&D expenses in 2019 increased by roughly 5.6% from the previous year. A new R&D building is currently under construction to accommodate more manpower and state-of-the-art equipment in order to strengthen the company's R&D capability. The new R&D building is expected to be inaugurated in 2020.
Information services industry
- MDS continued to transfer R&D results into material patent protection to maintain its intellectual property rights, which proactively helped enhance the company's competitive advantages and raise the entry barriers.
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II. Summary of 2020 Business Plan

(I) Operating objectives

The Company will lower operating costs and strengthen competitive advantages through focused management. The Company will utilize the operating experience of each business and expand its reach to domestic and overseas business partners. Furthermore, the Company will also prudently evaluate investment strategies in hopes of integrating and scaling operations that enhance its value.

(II) Important product and sales policies
Retail of daily commodities and food
- In the coming year, the Company will continue to strengthen products and services, enhance market segmentation, improve brand recognition and product sales, strengthen the professional competence and friendliness of service personnel, create a high-quality consumer environment, continue to update and optimize information systems, adopt big data analysis, and strengthen accurate marketing, to eliminate the weaknesses and retain the advantages. Meanwhile, the Company will strongly demand the benefit evaluation before opening of a new retail store to maximize the benefits of manpower and expenses, while increasing the franchise ratio and reducing personnel costs and rents.
Life insurance
- In order to effectively reduce interest rate risk and increase fixed income, the product portfolio will focus on US dollar products, investment-oriented and protection-based products as the main direction in product marketing. In addition to market demand analysis and develop products that meet the needs of policyholders, the Company will focus on increasing the mortality gain as a stable sources of profit, so as to achieve the sustainable goal of robust operations through exchange rate risk control, creation of stable commissioning fees, and fixed sources of profitability.
Pharmaceuticals
- SCI Pharmtech's production and marketing policies are mostly focused on the characteristics of products features and client types:
- (1) 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.
- (2) 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 barriers, stringent regulations and quality control, intermediates relevant to the Company's core technologies, intermediates for which we have strategic partners, and intermediates that are used in the early R&D stage of new drugs. Intermediates with aforesaid characteristics can help us differentiate ourselves from competitors and prevent the price wars.
- (3) Specialty Chemicals: to correspond to client needs, SCI Pharmtech produces and sales digitized specialty chemicals with high standards of the pharmaceutical industry. We develop pharmaceutical production processes, customized services and can mass produce for our clients.
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Information services industry

MDS prudently selects and assumes large-scale public construction projects that create high margin and business opportunities from maintenance income. MDS will continue to develop new businesses, create differential value, and enhance the capacity for software development and R&D in hopes of enhancing market competitiveness. We will also review ways to extend the durability of existing patents and obtain new patents.

III. The effect of external competition, the regulatory environment, and the overall business environment

(I) Impact of external competition

With the application of technology and the Internet, the management, marketing, manufacturing, and sales and development in all walks of life, as well as the lifestyles related to clothing, food, housing, transportation, education, and entertainment in individuals' daily life, are all subject to the influence of digitalization and information security. Either for the life insurance industry, pharmaceutical industry, retail of daily commodities and food, or information services, in addition to providing differentiated products, high-quality and fast services, they must meet the rapid changes in the industrial structure and face changing competition patterns in the market and changes in customers' habits. Hopefully, effective countermeasures will be put forward to reduce the impact of the external competitive environment through identification and evaluation of risks that may affect operations.

(II) Regulatory Environment

The issues, including the enhancement of corporate social responsibility, the rise of employee awareness, protection of public environment, food safety, and corporate governance have become increasingly important in today's rapidly developing and ever-changing society. For business operations, there are numerous laws and regulations. The life insurance industry focuses on the attention to and implementation of money laundering prevention, corporate governance, and fair hospitality. In order to improve the operation and development of the insurance industry, the Financial Supervisory Commission will implement measures to strengthen the financial business of life insurance in 2020, including the cutting of the policy reserve interest rate in various currencies in January 2020, the implementation of the supervision indicators for the net worth and the minimum ratio of the death coverage to the policy account value in April and July, respectively, as well as the contractual service margin (CSM) test for the policy in accordance with IFRS17. This has clearly indicated that the competent authority attaches great importance to the financial soundness of insurance companies and protection-based products. The pharmaceutical industry is subject to the management of pharmaceutical regulations, such as the Pharmaceutical Affairs Act and Pharmaceutical Good Manufacturing Practice Regulations. The regulatory environment continues to change and amend, and the European Union, the US, and Japan have also announced and implemented stricter regulations to ensure the quality and safety of drugs, of which data integrity is of paramount importance. In recent years, SCI Pharmtech has gradually digitized its operations management and kept the data track intact. At present, the Quality Control Department is also introducing a Laboratory Information Management System (LIMS) to ensure that the data is faithfully and completely presented. On the front of retail of daily

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commodities and food, in addition to the common concept of food sanitation and safety, the fire safety inspection laws for retail stores are becoming more stringent, the workplace safety and health, customer health and safety, store waste and wastewater treatment, greenhouse gas emissions, as well as energy conservation and carbon reduction have become important issues for enterprises. The Company employs legal personnel with relevant experience in all business types. In addition to handling legal affairs, implementing the compliance with laws and regulations, and continuing to pay close attention to changes in policies and laws that may affect the Company's finances and business, the Company seeks assistance from external legal experts, strengthens employee training, complies with relevant laws and regulations, and continues to optimize the business foundation.

(III) Macroeconomic Environment
- Looking back on 2019, the global economy continued to expand. According to the preliminary statistics of the Directorate-General of Budget, Accounting and Statistics, Executive Yuan, the economic growth rate of Taiwan in 2019 stood at 2.71%, lower than the 2.75% in 2018. According to the statistics from Ministry of Economic Affairs, the turnover of retail sales in non-specialized stores and food and beverage service activities in Taiwan grew by 4.09% and 4.39%, respectively.
- Looking forward to 2020, the IMF estimated that the global economic growth rate was 3.3% in January 2020, although it was better than 2.9% at the end of last year. However, in February due to the novel coronavirus epidemic, the anxiety and panic have continued to rise. This has constituted an international emergency public health issue, and the forecast has been revised downward to 3.2% again, showing that the current international situation is still in the new normal of three lows and one high, namely low inflation, low interest rates, low growth, and high uncertainty; Taiwan's business climate strategical signal has been at the "green light" level since December 2019, indicating that the economy is growing gradually; however, there are still many uncertain variables affecting the future economy, and we must pay close attention to the subsequent development. The Supervisors and Directors meeting at the end of December last year decided that the rediscount rate of 1.375% would be maintained, the policy interest rate would remain as the past 14 consecutive quarters, and the tone of the monetary policy remained moderately loose. However, with the rise of protectionism, the uncertainty of trade and investment flows, and the slowdown of global economic growth, the overall economic environment is far from optimistic.
IV. Developmental Strategies for the Company in the Future
Over the past 30 years of development of the Company's major business activities, in the
face of market saturation, changes in time and environment, and industrial competition, the Company has actively pursued innovation and striven to transform itself into a comprehensive enterprise with diversified business activities so as to to achieve stable growth, which will help reduce operational risk. After fully considering the changes in the real environment, coupled with a professional management team, the Company aims to provide the public with a consumer environment of happiness in addition to the sectors food, clothing, housing, education, entertainment, while enhancing its brand value.
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In the future, the Company will continue to integrate the internal resources of the Group, maintain the core value of the prudent assessment of investment strategies, seek new opportunities and investment plans for investment in alliances between different industries, and expand the company's business through vertical integration and diversified business models while assisting each subsidiary in conducting resource integration, so as to create business synergy. The Company will strive to expand its business territory, create maximum benefits for shareholders, and continue to fulfill its corporate social responsibilities. Hopefully, you will continue to give us your love and support.

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Attachment 2

Mercuries & Associates Holding, Ltd.

Audit Committee's Review Report

The 2019 business report, financial statements, and earnings distribution proposal have been prepared by the Board of the Directors. The financial statements have been audited by the CPAs Liu, Ke-Yi and Hsu, Kun-Shi of BDO Taiwan Union & Co. and an audit report has been submitted. The aforesaid business report, financial statements, and earnings distribution proposal have been reviewed by the Audit Committee and no misstatement was found. Therefore, we have prepared the review report for your review and ratification in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

2020 Annual Shareholders' Meeting

Convener of the Audit Committee: Li Mao

March 27, 2020

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Attachment 3

INDEPENDENT AUDITORS' REPORT

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

Opinion

We have audited the accompanying consolidated balance sheets of Mercuries & Associates Holding, Ltd. and its subsidiaries as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (noted other matter), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Mercuries & Associates Holding, Ltd. and its subsidiaries as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the section of Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements of our report. We are independent of the Mercuries & Associates Holding, Ltd. and its subsidiaries in accordance with the Codes of Professional Ethics for Certified Public Accountants in the Republic of China (the “Codes”), and we have fulfilled our other ethical responsibilities in accordance with the Codes. 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 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The completeness and accuracy of recording insurance reserves

Description

Please refer to Note 4.27 for the policy of the completeness and accuracy of recording insurance reserves, Note 5 for the assessment of insurance reserves of accounting assumptions and estimation uncertainty, Note 6.23 and Note 12.7 for insurance reserves details, change and adjustment, and disclosure of insurance contract.

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on their professional judgement and experience. The insurance reserves are estimated for different types of insurance, and thus, the provision process of these reserves has a high degree of complexity. Liability reserves involve significant judgment from management due to uncertainty of estimation. In addition, to ensure the adequacy of the insurance liabilities recognition, significant judgment to the final total settlement value of each insurance claims is required. The Company should assess its adequacy of liabilities through estimated future cash flow for insurance contracts based on current information. If there is any shortfall in the current carrying amount of the insurance liability, the shortfall should be recognized as liability adequacy reserve. So we consider the completeness and accuracy of recording insurance reserves has thus been identified as one of the key audit matters of our annual audit of 2019.

How our audit addressed the matter

Our procedures in relation to valuation of inventories included:

Testing the effectiveness of the design and implementation of internal controls within the financial reporting process that are related to insurance reserves, which include testing the controls responsible for ascertaining the completeness and accuracy of the policy information.
Performing the analysis on movements and recognition of insurance reserves and checking whether the related information and carrying amount of the worksheet are accurate.
Testing samples on unearned premium reserves, liability reserves, claim reserves, premium deficiency reserves, special reserves and liabilities adequacy reserve to assess the accuracy of the premium and claim information, as well as inspecting the provision methodology, and examining whether the provision and hypothesis are in accordance with the “Guidelines for Insurance Enterprises Handling All Statutory Reserves”.
In addition, we will also assess the appropriateness of the disclosure that are related to insurance reserves.

Valuation of investment assets

Description

Please refer to Note 4.12 for the related accounting policy of valuation of investment, Note 5 for the accounting assumptions, judgments and estimation uncertainty of investment assets valuation, and Note 12.2 to Note12.4 for valuation details and risk management of financial assets valuation.

Financial assets at fair value through profit or loss and Financial assets at fair value through other comprehensive income for debt instrument without an active market is determined by observable input parameters obtained either directly or indirectly in active markets of the subsidiary of Mercuries Life Insurance. The fair value is estimated on the basis of the results of various valuation techniques, which is based on professional judgment by the Company’s management. In addition, the expected credit losses of Financial assets at amortized cost and Financial assets at fair value through other comprehensive income for debt instrument estimation of such loss require significant judgment by the Company’s management. So we consider the valuation of investment assets has thus been identified as one of the key audit matters of our annual audit of 2019.

How our audit addressed the matter

Our procedures in relation to valuation of inventories included:

Performing an assessment over the investment cycle of its initial recognition, subsequent measurements, and their disclosures on financial statements.
Inspecting the accounting policies related to fair value measurements and disclosures of financial instruments of the Company.
16 -
Obtaining statements for financial assets and understanding the acquisition methods used for fair value of each category, as well as evaluating whether the fair value hierarchy is appropriate.
Assessing the reasonableness of significant assumptions, fair value and the valuation sources according to the relevant information obtained from external sources.
Executing impairment test, which included evaluating whether the design of the process for providing expected credit losses are appropriate and the significant hypothesis and factors of the estimations are reasonable, selecting the result to check the reasonableness of the credit risk has increased significantly since the original recognition of financial assets and test the accuracy of the calculation.

Completeness and accuracy of retail sales revenue

Description

Please refer to Note 4.33 for the related accounting policy of revenue, Note 5 for the accounting assumptions, judgments and estimation uncertainty of revenue recognition.

Retail sales revenue of subsidiary Mercuries & Associates Ltd. and Simple Mart Retail Co., Ltd are recorded by point-of-sale (POS) terminals, which collect the information of item names of merchandise, quantity, sales price and total sales amount of each transaction using preestablished merchandise master file data (which contains information such as item names of merchandise, cost of purchase, retail price, combination sales promotions, etc.). After the daily closing process, each store manager uploads their sales information to the Enterprise Resource Planning (“ERP”) system, which summarizes all sales and automatically generates sales revenue journal entries. Each store manager also prepares a daily cash report, which summarizes amounts of sales and methods of collections and cash from daily sales is deposited to the bank.

As retail sales revenue comprises numerous small amount transactions and highly relies on the POS and ERP systems, the process of summarizing and recording sales revenue by these systems is important with regard to the completeness and accuracy of the retail sales revenue figures, and has thus been identified as one of the key audit matters of our annual audit of 2019.

How our audit addressed the matter

Our procedures in relation to valuation of inventories included:

Inspecting and checking whether additions and changes to the merchandise master file data had been properly approved and supported by the relevant documents.
Inspecting and checking whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file.
Inspecting and checking whether merchandise master file data had been periodically transferred to POS terminal in stores.
W Inspecting and checking whether sales information in POS terminals had been periodically and completely transferred to the ERP system and verify the daily cash reports and accounting information in stores.
Inspecting daily cash reports and relevant documents.
Inspecting cash deposit amounts recorded in daily cash reports and agreed them to bank remittance amounts.

Other matter

As described in Note 4.4, the 2019 and 2018 financial statements of certain consolidated subsidiaries in the above mentioned consolidated financial statements were audited by other auditors. Thus, the amounts and information of the subsidiary shown within are in accordance with the audit reports

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assured by other auditors whose reports thereon have been furnished to us. Total assets of the company were $12,101,895 thousand and $8,198,508 thousand, constituting 0.94% and 0.70% of the consolidated total assets as of December 31, 2019 and 2018 respectively. Total comprehensive income were $1,032,331 thousand and $968,280 thousand, constituting 6.56% and 6.46% of consolidated total comprehensive income for the years ended December 31, 2019 and 2018 respectively. As described in Note 6.11, the 2019 and 2018 financial statements of certain investee companies under investments accounted for using equity method in the above mentioned consolidated financial statements were audited by other auditors. Thus, the amounts and information of the investee companies shown within are in accordance with the audit reports assured by other auditors whose reports thereon have been furnished to us. The Mercuries & Associates Holding, Ltd. and its subsidiaries investments in the aforementioned investee companies were $3,858,498 thousand and $3,538,798 thousand, constituted 0.30% and 0.30% of the consolidated total assets as of December 31, 2019 and 2018 respectively; and the recognized shares of profit of associates accounted for using equity method of these investee companies were $264,050 thousand and $95,165 thousand, constituted 3.68% and 28.99% of the consolidated income before tax for the years ended December 31, 2019 and 2018 respectively.

We have audited the parent company only financial statements of Mercuries & Associates Holding, Ltd. as of and for the years ended December 31, 2019 and 2018 on which we have expressed an unqualified opinion on the financial statements.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal 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 ability of Mercuries & Associates Holding, Ltd. and its subsidiaries 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 Mercuries & Associates Holding, Ltd. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of Mercuries & Associates Holding, Ltd. and its subsidiaries.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain

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professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Mercuries & Associates Holding, Ltd. and its subsidiaries internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Mercuries & Associates Holding, Ltd. and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Mercuries & Associates Holding, Ltd. and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Mercuries & Associates Holding, Ltd. and its subsidiaries 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 of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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BDO TAIWAN

March 27, 2020

Notice to Readers

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

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

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MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2019 and 2018

								UNIT`：`NTD (In Thousands)	UNIT`：`NTD (In Thousands)
Assets Notes	December 31,2019	`％`	December 31,2018	`％`	Liabilities & Equity Notes	December 31,2019 `％`		December 31,2018	`％`
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income-current Financial assets at amortized cost- current Contract 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 Financial assets at fair value through other comprehensive income - non-current Financial assets at amortized cost - non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred income tax assets Other non-current assets Sub-total Total assets	$96,408,757) 676,089) 159,944) 53,984) 414,488) 10,848,817) 1,505,983) 4,413,287) 653,467) 986,230) 191,528) 71,266,014)	7.51) 0.05) 0.01) -) 0.03) 0.85) 0.12) 0.34) 0.05) 0.08) 0.01) 5.56)	$69,078,201) 589,377) 309,390) 3,588) 466,648) 11,482,347) 1,335,905) 4,126,057) 477,261) 567,736) 31,591) 72,386,066)	Current liabilities 5.94) Short-term loans 0.05) Short-term notes and bills payable Contract liabilities - current 0.03) Account payable Commission payable -) Insurance claims payable 0.04) Reinsurance claims payable 0.99) Income tax payable 0.11) Advanced receipts 0.35) Lease liabilities- current 0.04) Other current liabilities 0.05) Sub-total -)Non-current liabilities 6.23) Financial liabilities at fair value 13.83) through profit or loss - non-current Contract liabilities - non-current Bonds payable Long-term bank loans Provisions - non-current Separate account products liabilities Guarantee deposits Lease liabilities- non-current Deferred income tax liabilities Other non-current liabilities Sub-total 9.30) Total liabilities 3.40)Equity attributable to owners of the parent Share capital 62.31) Common stock 0.30) Capital surplus 1.32) Retained earnings Legal reserve 2.22) Special reserve 0.02) Unappropriated retained earnings 0.43) Other equity interest 6.87) Treasury stocks 86.17) Total equity attributable to owners of the parent Non-controlling interests Total equity 100.00)Total liabilities and equity		$1,287,000) 0.10) 914,801) 0.07) 883,077) 0.07) 7,237,776) 0.56) 1,455,092) 0.11) 734,556) 0.06) 894,623) 0.07) 198,044) 0.02) 457,837) 0.04) 1,096,167) ) 0.09) 70,761) -) 15,229,734) 1.19) 251,177) 0.02) 18,928) -0 7,500,000) 0.58) 8,230,000) 0.64) 1,102,882,315) 85.92) 96,566,362) 7.52) 2,689,984) 0.21) 2,545,195) 0.20) 1,363,897) 0.12) 2,471,356) 0.20) 1,224,519,214) 95.41) 1,239,748,948) 96.60) 8,266,827) 0.64) 1,913,534) 0.15) 2,111,950) 0.16) 4,487,427) 0.35) 3,522,361) 0.27) (1,740,041) (0.14) (532,672) (0.04) 18,029,386) 1.39) 25,821,618) 2.01) 43,851,004) 3.40) $1,283,599,952)100.00)		$636,000) 770,000) 909,652) 7,784,219) 1,218,339) 788,755) 300,994) 333,914) 188,407) -0 69,219)	0.05) 0.07) 0.08) 0.67) 0.10) 0.07) 0.03) 0.03) 0.02) -0 -)
						15,229,734)	1.19)	12,999,499)	1.12)
						251,177) 18,928) 7,500,000) 8,230,000) 1,102,882,315) 96,566,362) 2,689,984) 2,545,195) 1,363,897) 2,471,356)	0.02) -0 0.58) 0.64) 85.92) 7.52) 0.21) 0.20) 0.12) 0.20)	1,782,407) 17,562) 7,500,000) 8,038,000) 1,027,724,350) 72,416,052) 543,913) -0 52,715) 3,296,280)	0.15) -0 0.64) 0.69) 88.35) 6.23) 0.05) -0 0.01) 0.29)
	187,578,588)	14.61)	160,854,167)
	97,052,917) 52,743,365) 791,295,211) 3,862,579) 14,851,289) 3,558,653) 23,010,331) 220,865) 5,573,047) 103,853,107)	7.56) 4.11) 61.65) 0.30) 1.16) 0.28) 1.79) 0.02) 0.43) 8.09)	108,201,731) 39,569,896) 724,838,496) 3,541,651) 15,349,993) -) 25,825,588) 200,649) 5,007,673) 79,801,791)
						1,224,519,214)	95.41)	1,121,371,279)	96.41)
						1,239,748,948)	96.60)	1,134,370,778)	97.53)
						8,266,827) 1,913,534) 2,111,950) 4,487,427) 3,522,361) (1,740,041) (532,672)	0.64) 0.15) 0.16) 0.35) 0.27) (0.14) (0.04)	8,266,827) 2,233,713) 2,078,748) 313,993) 4,206,636) (5,703,642) (532,672)	0.71) 0.19) 0.18) 0.03) 0.36) (0.49) (0.05)
	1,096,021,364)	85.39)	1,002,337,468)			18,029,386)	1.39)	10,863,603)	0.93)
	$1,283,599,952)	100.00)	$1,163,191,635)
						25,821,618)	2.01)	17,957,254)	1.54)
						43,851,004)	3.40)	28,820,857)	2.47)
						$1,283,599,952)	100.00)	$1,163,191,635)	100.00)

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

For the Years Ended December 31, 2019 and 2018

				UNIT`：`NTD (In Thousands)	UNIT`：`NTD (In Thousands)
Item	Notes	2019	`％` 15.26) 52.56) 0.01) 0.63) 0.11) 7.55) 6.64) 0.39) 3.79) 11.55) (0.01) -) 0.03) 0.08) -) -) 0.68) 0.26) -) 0.04) -) 0.43) 100.00) (0.06) (0.02) (3.71) (27.32) (35.04) (7.55) -) (7.66) (0.01) (0.01) -) (1.94) (3.76) (0.08) -) (4.49) (4.96) (0.26) (96.87) 3.13) (0.11) 3.02) 3.02) (0.04) (0.03) (0.01) (0.01) (0.01) (0.11) 4.49) (0.44) 3.84) 6.86) 1.52) 1.50) 3.02) 3.27) 3.59) 6.86)	2018	`％`
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 financial assets at fair value through other comprehensive income Gains on financial assets at amortized cost Net revenue Sales revenue Sales returns Sales discounts and allowances Rental income Service revenue Construction revenue Gains on disposal of investments Gains on investment property Net changes in foreign exchange valuation reserve Gains on reclassification under the overlay approach Reversal of expected credit losses Foreign exchange gain 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 Losses on financial assets (liabilities) at fair value through profit or loss Cost of goods sold Rental cost Service cost Construction cost Operating expenses Selling expenses General and administrative expenses Research and development expenses Losses on disposal of property, plant and equipment Losses on reclassification under the overlay approach 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 Unrealized Gains/(Losses) on investments in equity instruments at fair value through other comprehensive income 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 investments in debt instruments at fair value through other comprehensive income Other comprehensive losses on reclassification under the overlay approach 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		$34,982,409) 120,509,085) 28,451) 1,451,993) 261,677) 17,313,636) 15,233,673) 898,960) 8,679,098) 26,484,421) (26,507) (4,479) 76,864) 180,109) -) 9,609) 1,552,396) 607,468) -) 101,176) -) 945,325)		$32,828,034) 128,112,221) 47,231) 1,118,954) 94,408) 8,146,420) -) 2,606,807) 474,358) 26,445,203) (44,275) (4,777) 54,336) 168,342) 5,835) 6,824) 497,267) (1,565,880) 13,245,245) 173,454) 12,424,529) 359,163)	14.58) 56.89) 0.02) 0.50) 0.04) 3.62) -) 1.16) 0.21) 11.74) (0.02) -) 0.02) 0.07) -) -) 0.22) (0.70) 5.88) 0.08) 5.52) 0.17)
		229,285,364)		225,193,699)	100.00)
		(143,987) (40,379) (8,499,056) (62,630,852) (80,345,784) (17,313,636) -) (17,564,966) (12,609) (13,007) (4,124) (4,450,964) (8,627,358) (174,114) (9,779) (10,290,741) (11,367,190) (613,482)		(106,369) (48,610) (8,768,960) (64,931,410) (82,404,941) (8,146,420) (30,426,556) (17,436,288) (15,778) (12,899) (15,029) (4,146,286) (8,240,298) (180,329) (16,790) -) -) (624,959)	(0.05) (0.02) (3.89) (28.83) (36.59) (3.62) (13.51) (7.74) (0.01) (0.01) (0.01) (1.84) (3.66) (0.08) (0.01) -) -) (0.28)
		(222,102,028)		(225,521,922)	(100.15)
		7,183,336) (251,341)		(328,223) 814,524)	(0.15) 0.37)
		6,931,995)		486,301)	0.22)
		6,931,995)		486,301)	0.22)
		(87,849) (61,276) (21,811) (16,885) (14,694) (256,843) 10,290,741) (1,016,049)		(41,809) (150,098) (57,663) 37,179) (1,923) (3,872,407) (13,245,245) 1,855,229)	(0.02) (0.07) (0.03) 0.02) -) (1.72) (5.88) 0.83)
		8,815,334)		(15,476,737)	(6.87)
		15,747,329)		(14,990,436)	(6.65)
		3,494,833) 3,437,162)		332,019) 154,282)	0.15) 0.07)
		6,931,995)		486,031)	0.22)
		7,486,548) 8,260,781)		(6,760,679) (8,229,757)	(3.00) (3.65)
		$15,747,329)		$(14,990,436)	(6.65)
		$4.48)		$0.43)
		$4.48)		$0.43)
		$4.47)		$0.43)
		3,518,536)		367,135)
		4,26)		0.44)

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MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2019 and 2018

UNIT ： NTD (In Thousands)

Summary				Stockholders’equity of Parent Company	Stockholders’equity of Parent Company	Stockholders’equity of Parent Company	Stockholders’equity of Parent Company	Stockholders’equity of Parent Company					Non-controlling interests	Total equity
	Common stock	Capital surplus		Retained Earnings			EquityAdjustments				Treasury Stocks	Sub Total
			Legal reserve	Special reserve	Unappropriated retained earnings	Exchange differences on translation of foreign operations	Unrealized gain or loss on assets at fair value through other comprehensive income	Unrealized gain or loss on available-for-sale financial assets	Other comprehensive losses on reclassification under the overlay approach	Other
Balance on January 1, 2018 $7,654,617) Effect of retrospective application -0 Adjusted Balance, January 1, 2018 7,654,617) Appropriation and distribution of retained earnings 2017 Legal reserve -0 Special reserve -0 Cash dividends -0 Stock dividend 612,370) Effect of change in ratio of shareholding in investees -0 Effects of change in unappropriated retained earnings of investees -0 Effects of change in capital surplus of investees -0 Amortization of compensation cost of investees -0 Net profit for the year 2018 -0 Other comprehensive income for the year 2018, net of tax -0 Dividends distributed to subsidiaries by parent -0 Difference between the price and carrying amount for the acquisition or disposal of subsidiaries -0 Changes in non-controlling interests -0 Disposal of investments in equity instruments at fair value through other comprehensive income -0 Amortization of compensation cost of restricted stock -0 Restricted stock cancellation (160)	$7,654,617) -0	$1,012,896) -0	$1,914,653) -0	$1,224,317) -0	$5,271,424) (620,465)	$(6,441) -0	$-) 1,940,898)	$370,823) (370,823)	$-) (606,647)	$6,398) -0	$(532,672) -0	$16,916,015) 342,963)	$23,935,469) 384,025)	$40,851,484) 726,988)
	7,654,617)	1,012,896)	1,914,653)	1,224,317)	4,650,959)	(6,441)	1,940,898)	-0			(532,672)	17,258,978)	24,319,494)	41,578,472)
		-0 -0 -0 -0 351,557) -0 40,738) -0 -0 -0 35,116) 793,607) -0 -0 -0 (201)	164,095) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 (910,324) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	(164,095) 910,324) (612,369) (612,370) (245,259) 2,030) -0 -0 332,019) (57,404) -0 -0 -0 2,801) -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 (1,051) -0 -0 -0 -0 -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 (1,632,679) -0 -0 -0 (2,801) -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 (5,401,564) -0 -0 -0 -0 -0 -0	-0 -0 -0 -0 -0 -0 -0 52) -0 -0 -0 -0 -0 -0 (168) 361)	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 (612,369) -0 106,298) 2,030) 40,738) 52) 332,019) (7,092,698) 35,116) 793,607) -0 -0 (168) -0	-0 -0 -0 -0 -0 -0 -0 -0 154,282) (8,384,039) -0 -0 1,867,517) -0 -0 -0	-0 -0 (612,369) -0 106,298) 2,030) 40,738) 52) 486,301) (15,476,737) 35,116) 793,607) 1,867,517) -0 (168) -0
Balance on January 1, 2019 $8,266,827) Appropriation and distribution of retained earnings 2018 Legal reserve -0 Special reserve -0 Effect of change in ratio of shareholding in investees -0 Effects of change in unappropriated retained earnings of investees -0 Effects of change in capital surplus of investees -0 Cash dividends from capital surplus -0 Net profit for the year 2019 -0 Other comprehensive income for the year 2019, net of tax -0 Dividends distributed to subsidiaries by parent -0 Changes in non-controlling interests -0 Disposal of investments in equity instruments at fair value through other comprehensive income -0 Disposal of investments in equity instruments at fair value through other comprehensive income byinvestees -0		$2,233,713) -0 -0 57,602) -0 11,857) (413,341) -0 -0 23,703) -0 -0 -0	$2,078,748) 33,202) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$313,993) -0 4,173,434) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$4,206,636) (33,202) (4,173,434) (579) (8) -0 -0 3,494,833) (21,810) -0 -0 51,801) (1,876)	$(7,492) -0 -0 -0 -0 -0 -0 -0 (8,688) -0 -0 -0 -0	$305,418) -0 -0 -0 -0 -0 -0 -0 (175,545) -0 -0 (51,801) 1,876)	$0) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$(6,008,211) -0 -0 -0 -0 -0 -0 -0 4,197,759) -0 -0 -0 -0	$6,643) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$(532,672) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	$10,863,603) -0 -0 57,023) (8) 11,857) (413,341) 3,494,833) 3,991,716) 23,703) -0 -0 -0	$17,957,254) -0 -0 -0 -0 -0 -0 3,437,162) 4,823,618) -0 (396,416) -0 -0	$28,820,857) -0 -0 57,023) (8) 11,857) (413,341) 6,931,995) 8,815,334) 23,703) (396,416) -0 -0
Balance on December 31, 2019 $8,266,827)		$1,913,534)	$2,111,950)	$4,487,427)	$3,522,361)	$(16,180)	$79,948)	$0)	$(1,810,452)	$6,643)	$(532,672)	$18,029,386)	$25,821,618)	$43,851,004)

23 -

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2019 and 2018

CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2019 and 2018
Items Cash flows from operating activities Profit(loss) before income tax Adjusted items: Income and expenses having no effect on cash flows Depreciation Amortization Net changes in provisions for insurance Net gains (losses) on financial assets (liabilities) at fair value through profit or loss Net gains (losses) on financial assets (liabilities) at fair value through other comprehensive income Interest expense Net gains (losses) on financial assets (liabilities) at amortized cost Interest income Net changes in foreign exchange valuation reserve Reversal of expected credit losses on investments Expected credit losses (gains) on non-investments Compensation cost of share-based payment Share of profit of associates and join ventures accounted for using equity method Loss (gain) of Reserve of overlay approach Loss (gain) on disposal and retirement of property, plant and equipment Loss (gain) on disposal of Investment property Unrealized foreign exchange gain or loss Net cash generated from Income and expenses having no effect on cash flows Changes in assets and liabilities related to operating activities Changes in 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 contract assets (Increase)decrease in other current assets (Increase)decrease in reinsurance contract liabilities (Increase)decrease in other non-current assets Net cash generated from changes in assets related to operating activities Changes in liabilities related to operating activities Increase(decrease) in accounts payable Increase(decrease) in Provisions Increase(decrease) in contract payable Increase(decrease) in other non-current liabilities Increase(decrease) in other Net cash generated from changes in liabilities related to operating activities Net cash generated from changes in 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 financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Proceeds from disposal financial assets at amortized cost Proceeds from repayments of financial assets at amortized cost Remittance of cash due to capital reduction of financial assets at fair value through other comprehensive income Acquisition of Investments accounted for using equity method Proceeds from disposal of Investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease(increase) in prepayments for equipment Acquisition of intangible assets Proceeds from disposal of intangible assets Proceeds from disposal of Investment property (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 Cash dividends paid Disposal of subsidiary Increase(decrease) in guarantee deposits received Repayment of the principal portion of lease liabilities 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	UNIT 2019 $7,183,336 2,401,397 176,350 80,592,187 (15,233,673) (900,983) 509,928 (8,679,098) (34,982,409) (607,468) (109,198) (8,022) -- (261,677) 10,290,741 19,772 (642,837) 14,748,058 47,313,068 20,602,244 1,596,047 (287,231) (155,504) 52,160 (159,937) (353,546) (7,764) 21,286,469 396,097 (501,649) (25,208) (139,873) (4,907,220) (5,177,853) 16,108,616 63,421,684 22,627,821 3,684,896 (635,344) (832,508) 95,449,885 1,159,770 (45,260,218) 32,006,315 (212,671,028) 77,289,175 74,904,279 22,152 (253,619) 784 (807,458) 2,390 (7,684) (96,634) 583 3,653,281 597,770 (69,460,142) 651,000 144,801 82,122,000 (81,930,000) (695,818) - 2,146,070 (1,251,607) 156,662 1,343,108 (2,295) 27,330,556 69,078,201 $96,408,757	`：`NTD(In Thousands)
		2018
		($328,223) 1,057,047 155,152 82,657,658 30,426,557 (2,478,181) 381,977 (474,358) (32,828,034) 1,565,880 (174,743) 767 (8) (94,408) (13,245,245) 27,160 -- (20,104,203)
		46,873,018
		(52,288,058) (880,258) (388,726) 14,288 19,876 28,937 (303,385) 5,229
		(53,792,097)
		892,140 (82,260) 141,468 140,300 6,796,566
		7,888,214
		(45,903,883)
		969,135
		21,116,501 2,901,992 (100,696) (3,876,266)
		20,682,443
		1,943,727 (509,870) 44,839,125 (90,067,069) 23,340,663 8,794,599 26,903 (76,200) -- (818,607) 617 (40,495) (104,654) -- -- (586,467)
		(13,257,728)
		(427,953) (792,000) 82,425,000 (83,252,000) (576,997) 793,607 (607,256) -- 1,779,205
		(658,394)
		(5,706) 6,760,615 62,317,586
		$69,078,201

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INDEPENDENT AUDITORS' REPORT

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

Opinion

We have audited the accompanying balance sheets of Mercuries & Associates Holding, Ltd. as at December 31, 2019 and 2018, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (noted other matter), the accompanying financial statements present fairly, in all material respects, the financial position of the Mercuries & Associates Holding, Ltd. as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the section of Auditor’s Responsibilities for the Audit of the Financial Statements of our report. We are independent of the Mercuries & Associates Holding, Ltd. in accordance with the Codes of Professional Ethics for Certified Public Accountants in the Republic of China (the “Codes”), and we have fulfilled our other ethical responsibilities in accordance with the Codes. 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 financial statements for the year 2019. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The subsidiaries Mercuries Life Insurance Co., Ltd. , Mercuries & Associates, Ltd. and Simple Mart Retail Co., Ltd were held by Mercuries & Associates, Holding Ltd., under investments accounted for using equity method were $15,848,022 thousand, $680,183 thousand and $805,548 thousand constituted 60.06%, 2.58% and 3.05% of the total assets as of December 31, 2019 respectively; and the recognized shares of profit of associates accounted for using equity method of these investee companies were $2,744,639 thousand, $104,464 thousand and $28,946 thousand, constituted 78.56%, 2.99% and 0.83% of the income before tax for the years ended December 31, 2019 respectively. This had material influence on the financial statements of Mercuries & Associates, Holding Ltd. Hence, we had been identified the key audit matters items were completeness and accuracy of recording insurance reserves, valuation of investment assets and completeness and accuracy of retail sales revenue.

Please refer to Note 4.7 for the related accounting policy of under investments accounted for using equity method, Note 6.5 for the accounting footnote.

25 -

- Investments accounted for using equity method completeness and accuracy of recording insurance reserves

Description

The subsidiary of Mercuries Life Insurance’s various insurance reserves are provided by actuary in accordance with the “Guidelines for Insurance Enterprises Handling All Statutory Reserves” based on their professional judgement and experience. The insurance reserves are estimated for different types of insurance, and thus, the provision process of these reserves has a high degree of complexity. Liability reserves involve significant judgment from management due to uncertainty of estimation. In addition, to ensure the adequacy of the insurance liabilities recognition, significant judgment to the final total settlement value of each insurance claims is required. The Company should assess its adequacy of liabilities through estimated future cash flow for insurance contracts based on current information. If there is any shortfall in the current carrying amount of the insurance liability, the shortfall should be recognized as liability adequacy reserve. So we consider the completeness and accuracy of recording insurance reserves has thus been identified as one of the key audit matters of our annual audit of 2019.

How our audit addressed the matter

Our procedures in relation to valuation of inventories included:

Testing the effectiveness of the design and implementation of internal controls within the financial reporting process that are related to insurance reserves, which include testing the controls responsible for ascertaining the completeness and accuracy of the policy information.
Performing the analysis on movements and recognition of insurance reserves and checking whether the related information and carrying amount of the worksheet are accurate.
Testing samples on unearned premium reserves, liability reserves, claim reserves, premium deficiency reserves, special reserves and liabilities adequacy reserve to assess the accuracy of the premium and claim information, as well as inspecting the provision methodology, and examining whether the provision and hypothesis are in accordance with the “Guidelines for Insurance Enterprises Handling All Statutory Reserves”.
In addition, we will also assess the appropriateness of the disclosure that are related to insurance reserves.

Investments accounted for using equity method- valuation of investment assets

Description

How our audit addressed the matter

Our procedures in relation to valuation of inventories included:

Performing an assessment over the investment cycle of its initial recognition, subsequent measurements, and their disclosures on financial statements.
26 -
Inspecting the accounting policies related to fair value measurements and disclosures of financial instruments of the Company.
Obtaining statements for financial assets and understanding the acquisition methods used for fair value of each category, as well as evaluating whether the fair value hierarchy is appropriate.
Assessing the reasonableness of significant assumptions, fair value and the valuation sources according to the relevant information obtained from external sources.
Executing impairment test, which included evaluating whether the design of the process for providing expected credit losses are appropriate and the significant hypothesis and factors of the estimations are reasonable, selecting the result to check the reasonableness of the credit risk has increased significantly since the original recognition of financial assets and test the accuracy of the calculation.

- Investments accounted for using equity method completeness and accuracy of retail sales

revenue

Description

How our audit addressed the matter

Our procedures in relation to valuation of inventories included:

Inspecting and checking whether additions and changes to the merchandise master file data had been properly approved and supported by the relevant documents.
Inspecting and checking whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file.
Inspecting and checking whether merchandise master file data had been periodically transferred to POS terminal in stores.
W Inspecting and checking whether sales information in POS terminals had been periodically and completely transferred to the ERP system and verify the daily cash reports and accounting information in stores.
Inspecting daily cash reports and relevant documents.
Inspecting cash deposit amounts recorded in daily cash reports and agreed them to bank remittance amounts.

Other matter

The 2019 and 2018 financial statements of certain investee companies under investments accounted for using equity method in the above mentioned financial statements were audited by other auditors.

27 -

Thus, the amounts and information of the investee companies shown within are in accordance with the audit reports assured by other auditors whose reports thereon have been furnished to us. The Mercuries & Associates Holding, Ltd. investments in the aforementioned investee companies were $3,665,258 thousand and $2,884,185 thousand, constituted 13.89% and 15.10% of the total assets as of December 31, 2019 and 2018 respectively; and the recognized shares of profit of associates accounted for using equity method of these investee companies were $520,525 thousand and $403,488 thousand, constituted 14.90% and 80.72% of the income before tax for the years ended December 31, 2019 and 2018 respectively.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the ability of Mercuries & Associates Holding, Ltd. 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 Mercuries & Associates Holding, Ltd. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of Mercuries & Associates Holding, Ltd.

Auditor’s responsibilities for the audit of the financial statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Mercuries & Associates Holding, Ltd. internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
28 -

conditions that may cast significant doubt on Mercuries & Associates Holding, Ltd. ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Mercuries & Associates Holding, Ltd. to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Mercuries & Associates Holding, Ltd. to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

BDO TAIWAN

March 27, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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MERCURIES & ASSOCIATES HOLDING, LTD. BALANCE SHEETS December 31, 2019 and 2018

								UNIT：NTD (In Thousands)	UNIT：NTD (In Thousands)
Assets Notes	December 31,2019	`％`	December 31,2018	`％`	Liabilities & Equity Notes	December 31,2019	`％`	December 31,2018	`％`
Current assets Current liabilities Cash and cash equivalents $51,032) 0.19) $44,429) 0.23) Short-term borrowings $40,000) 0.15) $-) - Financial assets at fair value through other comprehensive income - current 135,582) 0.51) 192,057) 1.01) Other Payables 95,847) 0.36) 42,372) 0.22) Notes receivable 19,072) 0.07) 9,378) 0.05) Income tax payable 19,876) 0.08) 164,256) 0.86) Accounts receivable, net 2,143) 0.01) 1,210) 0.01) Other current liabilities 19,411) 0.07) 9,654) 0.05) Other receivables 14,565) 0.06) 2,911) 0.01) Sub-total 175,134) 0.66) 216,282) 1.13) Prepayments 462) -0 66) -0Non-current liabilities Sub-total 222,856) 0.84) 250,051) 1.31) Long-term bank loans 8,110,000)30.73) 7,950,000)41.61) ) Deferred income tax liabilities 10,044) 0.04) 10,097) 0.05) Other non-current liabilities 62,513) 0.24) 65,309) 0.35) Sub-total 8,182,557)31.01) 8,025,406)42.01) Total liabilities 8,357,691)31.67) 8,241,688)43.14) Equity Share capital Common stock 8,266,827)31.33) 8,266,827)43.27) Non-current assets Capital surplus 1,913,534) 7.25) 2,233,713)11.69) Financial assets at fair value through other comprehensive income - non-current 115,578) 0.44) 183,324) 0.96) Retained earnings Investments accounted for using equity method 24,259,313) 91.94) 16,859,153) 88.24) Legal reserve 2,111,950) 8.00) 2,078,748)10.88) Property, plant and equipment 2,451) 0.01) 376,626) 1.97) Special reserve 4,487,427)17.01) 313,993) 1.64) Investment property, net 1,772,049) 6.72) 1,421,308) 7.44) Unappropriated retained earnings 3,522,361)13.35) 4,206,636)22.02) Other non-current assets 14,830) 0.05) 14,829) 0.08) Other equity interest (1,740,041) (6.59) (5,703,642) (29.85) Sub-total 26,164,221) 99.16) 18,855,240) 98.69) Treasury stocks (532,672) (2.02) (532,672) (2.79) Total equity 18,029,386)68.33) 10,863,603)56.86) Total assets $26,387,077)100.00 $19,105,291)100.00 Total liabilities and equity $26,387,077)100.00 $19,105,291)100.00	$51,032) 135,582) 19,072) 2,143) 14,565) 462)	0.19) 0.51) 0.07) 0.01) 0.06) -0	$44,429) 192,057) 9,378) 1,210) 2,911) 66)				0.15) 0.36) 0.08) 0.07)	$-) 42,372) 164,256) 9,654)	- 0.22) 0.86) 0.05)
							0.66)	216,282)	1.13)
							30.73) 0.04) 0.24)	7,950,000) 10,097) 65,309)	41.61) 0.05) 0.35)
	222,856)	0.84)	250,051)
	115,578) 24,259,313) 2,451) 1,772,049) 14,830)	0.44) 91.94) 0.01) 6.72) 0.05)	183,324) 16,859,153) 376,626) 1,421,308) 14,829)
							31.01)	8,025,406)	42.01)
							31.67)	8,241,688)	43.14)
							31.33) 7.25) 8.00) 17.01) 13.35) (6.59) (2.02)	8,266,827) 2,233,713) 2,078,748) 313,993) 4,206,636) (5,703,642) (532,672)	43.27) 11.69) 10.88) 1.64) 22.02) (29.85) (2.79)
	26,164,221)	99.16)	18,855,240)
							68.33)	10,863,603)	56.86)

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MERCURIES & ASSOCIATES HOLDING, LTD. STATEMENTS OF COMPREHENSIVE INCOMES

For the Years Ended December 31, 2019 and 2018

				U N I T：N T D ( I	n T h o u s a n d s )
Item	Notes	2019	％	2018	％
Operating revenue Operating costs Operating margin(loss) Net operating margin (loss) Operating expenses General and administrative expenses Sub-total Net operating income (loss) Non-operating income and expense Other income Other gains and losses Financial costs Sub-total Profit (loss) before tax 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 Unrealized Gains/(Losses) on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive loss of subsidiaries and associates Items that may be reclassified subsequently to profit or loss Exchange differences arising from translation of foreign operations Share of other comprehensive loss of subsidiaries and associates Other comprehensive income (loss) for the year, net of tax Total comprehensive income for the year 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 before income tax Pro forma income after income tax Basic earnings (loss) per share		$3,743,602) (20,436)	100.00) (0.55)	$680,260) (15,778)	100.00) (2.32)
		3,723,166)	99.45)	664,482)	97.68)
		3,723,166)	99.45)	664,482)	97.68)
		(160,604)	(4.29)	(107,126)	(15.75)
		(160,604)	(4.29)	(107,126)	(15.75)
		3,562,562)	95.16)	557,356)	81.93)
		25,075) (10,446) (83,458)	0.67) (0.28) (2.22)	34,447) (10,836) (81,123)	5.06) (1.59) (11.92)
		(68,829)	(1.83)	(57,512)	(8.45)
		3,493,733) 1,100)	93.33) 0.02)	499,844) (167,825)	73.48) (24.67)
		3,494,833)	93.35)	332,019)	48.81)
		3,494,833)	93.35)	332,019)	48.81)
		(16,997) (84,297) 581) 4,092,429)	(0.45) (2.25) 0.02) 109.31)	(31,954) (129,464) (736) (6,930,544)	(4.70) (19.03) 0.11) (1018.80)
		3,991,716)	106.63)	(7,092,698)	(1042.64)
		7,486,549)	199,98)	(6,760,679)	(993.83)
		$4.48)		$0.43)
		$4.48)		$0.43)
		$4.47)		$0.43)
		$3,517,436)		$534,960)
		$3,518,536)		$367,135)
		4.26)		0.44)

31 -

MERCURIES & ASSOCIATES HOLDING, LTD.

STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2019 and 2018

										UNIT：NTD	(In Thousands)
Summary	Common stock	Capital surplus		Retained Earnings			Equity Adjustments			Treasury Stocks	Total equity
			Legal reserve	Special reserve	Unappropriated retained earnings	Exchange differences on translation of foreign operations	Unrealized gain or loss on assets at fair value through other comprehensive income	Unrealized gain or loss on available-for-sale financial assets	Other
Balance on January 1, 2018 Prior periods adjustments Balance on January 1, 2018 Appropriation and distribution of retained earnings 2017 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 2018 Other comprehensive income for the year 2018, net of tax Dividends distributed to subsidiaries by parent Difference between the price and carrying amount for the acquisition or disposal of subsidiaries Disposal of investments in equity instruments at fair value through other comprehensive income Amortization of compensation cost of restricted stock Restricted stock cancellation	$7,654,617) -0	$1,012,896) -0	$1,914,653) -0	$1,224,317) -0	$5,271,424) (620,465)	$(6,441) -0	$-0 1,940,898)	$370,823) (370,823)	$6,398) (606,647)	$(532,672) -0	$16,916,015) 342,963)
	7,654,617)	1,012,896)	1,914,653)	1,224,317)	4,650,959)	(6,441)	1,940,898)	-0	(600,249)	(532,672)	17,258,978)
	-0 -0 -0 612,370) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 (160)	-0 -0 -0 -0 351,557) -0 40,738) -0 -0 -0 35,116) 793,607) -0 -0 (201)	164,095) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 (910,324) -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	(164,095) 910,324) (612,369) (612,370) (245,259) 2,030) -0 -0 332,019) (57,405)) -0 -0 2,801) -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 (1,051) -0 -0 -0 -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 (1,632,679) -0 -0 (2,801) -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 -0 -0 -0 -0 -0 520 -0 (5,401,564)0 -0 -0 -0 (168) 361)	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 (612,369) -0 106,298) 2,030) 40,738) 520 332,019) (7,092,698) 35,116) 793,607) -0 (168) -0
Balance on January 1, 2019 Appropriation and distribution of retained earnings 2018 Legal reserve Special reserve 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 Cash dividends from capital surplus Net profit for the year 2019 Other comprehensive income for the year 2019, net of tax Dividends distributed to subsidiaries by parent Disposal of investments in equity instruments at fair value through other comprehensive income Disposal of investments in equity instruments at fair value through other comprehensive income byinvestees	$8,266,827)	$2,233,713)	$2,078,748)	$313,993)	$4,206,636)	$(7,492)	$305,4180	$-0	$(6,001,568)	$(532,672)	$10,863,603)
	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 57,602) -0 11,857) (413,341) -0 -0 23,703) -0 -0	33,202) -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 4,173,434) -0 -0 -0 -0 -0 -0 -0 -0	(33,202) (4,173,434) (579) (8) -0 -0 3,494,883) (21,810) -0 51,801) (1,876)	-0 -0 -0 -0 -0 -0 (8,688) -0 -0 -0	-0 -0 -0 -0 -0 -0 (175,545) -0 (51,801) 1,876)	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 -0 -0 -0 -0 4,197,759) -0 -0 -0	-0 -0 -0 -0 -0 -0 -0 -0 -0 -0	-0 -0 57,023) (8) 11,857) (413,341) 3,494,833) 3,991,716) 23,703) -0 -0
Balance on December 31, 2019	$8,266,827)	$1,913,534)	$2,111,950)	$4,487,427)	$3,522,361)	$(16,180)	$79,948)	$-0	$(1,803,809)	$(532,672)	$18,029,386)

32 -

MERCURIES & ASSOCIATES HOLDING, LTD. STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2019 and 2018

	UNIT`：`NTD(In Thousands)	UNIT`：`NTD(In Thousands)
Items Cash flows from operating activities Profit(loss) before income tax Profit and loss before tax Adjusted items: Adjustments to reconcile profit (loss) Depreciation expense Interest expense Interest revenue Dividend income Compensation cost of share-based payments Share of profit (loss) of associates and join ventures accounted for using equity method Loss(gain) on disposal and retirement of property, plant and equipment Loss(gain) on disposal of investments accounted for using equity method Loss(gain) on liquidate Changes in assets and liabilities related to operating activities (Increase)decrease in notes receivable (Increase)decrease in accounts receivable (Increase)decrease in other receivables (Increase)decrease in prepaid expenses Increase(decrease) in other payables Increase(decrease) in advanced receipts Increase(decrease) in other current liabilities Interest received Dividends received Interest paid Income taxes refund (paid) Net cash flows from (used in) operating activities Cash flows from investing activities Acquisition of financial assets at fair value through other comprehensive income Disposal of financial assets at fair value through other comprehensive income Remittance of cash due to capital reduction of financial assets at fair value through other comprehensive income Acquisition of investment accounted for using equity method Proceeds from disposal of investment accounted for using equity method Disposal of investment accounted for using equity method Acquisition of property, plant and equipment (Increase)decrease in prepayments for equipment Remittance of cash due to capital reduction of investment accounted for using equity method Net cash flows from (used in) investing activities Cash flows from (used in) financing activities Increase in short-term borrowings Decrease in short-term borrowings Increase in commercial papers payable Decrease in commercial papers payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Increase in other non-current liabilities Cash dividends paid Net cash provided by (used in) financing activities Net increase(decrease)in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year	2019	2018
	$3,493,733) 3,493,733) 24,022) 83,459) (3,398) (17,143) -) (3,053,663) 265) 2,162) (4) (9,694) (933) (11,655) (396) 54,292) 9,694) 62) 3,398) 17,143) (84,275) (143,332)	$499,844) 499,844) 25,519) 81,124) (14) (10,397) (168) (172,601) 265) -) -) 4,909) 384) 153) 555) (19,900) (5,059) (86) 14) 10,397) (80,926) (104,250)
	363,737)	229,763)
	-) 107,224) -) (250,000) 247) -) (589) -) 1,285)	(18,897) 18,951) 3,161) (370,399) -) 908,110) (3,310) 571) 300,000)
	(141,833)	838,187)
	10,030,000) (9,990,000) 14,610,000) (14,610,000) 79,110,000) (78,950,000) 3,290) (5,252) 2) (413,341)	7,000,000) (7,000,000) 14,583,000) (14,583,000) 78,040,000) (78,510,000) 741) (982) 2) (612,369)
	(215,301)	(1,082,608)
	6,603) 44,429)	(14,658) 59,087)
	$51,032)	$44,429)

33 -

Attachment 4

Mercuries & Associates Holding, Ltd.

2019 Earnings Distribution Table

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
	Subtotal	Total
Undistributed earnings at the beginning of the period Minus: Effects of change in unappropriated retained earnings of investees(Note 1) Add: Disposal of equity instruments measured at fair value through other comprehensive income Add: Reversal of special reserve Add: Net profit after tax for the period(Note 2)	(24,272,822) 51,801,407 2,962,650,625 3,494,832,767	0
Earnings available for appropriation Minus: Legal reserve Distributable items Shareholders Dividend: Cash (NT$1 per share)(Note 2) : Shares(NT$1per share) (Note 2)	(352,236,135) (826,682,688) (826,682,680)	6,485,011,977
Undistributed earnings at the end of the period		4,479,410,474

Note1:Effects of change in unappropriated retained earnings of investees refer to (1) actuarial profit

or loss resulting from the defined benefit plan, (2) changes in undistributed earnings of invested companies, and (3) changes in the shareholding percentage of invested companies. (4) Disposal of equity instruments measured at fair value through other comprehensive income.

Note2:Employee compensation of NT$35.5 million and directors' compensation of NT$15 million have been deducted.

Note3:Earnings in 2019 will be distributed first to shareholders as dividend.

34 -

Attachment 5

Mercuries & Associates Holding, Ltd.

Comparison Table for the Rules and Procedures for Board of Director Meetings Before and After Amendment

After the Amendment	Before the Amendment	Description
Article 1: In order to establish efficient governance of the directors to improve supervision and strengthen management, the Company has formulated the Rules of Procedure for Board Meetings in accordance with Article 2 of the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.	Article 1: These Rules and Procedures are established in accordance with the Securities and Exchange Act and related regulations. Except as otherwise provided, meetings of the Board of Directors shall be organized in accordance with these Rules and Procedures.	Amended in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Article 2: With regard to the Company's Rules of Procedure for Board Meetings, the main agenda, procedures, matters required in the meeting minutes, public announcement, and other compliance requirements shall be conducted in accordance with the provisions of the Rules.		Added in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Rules.
Article 3: The Board meeting shall be heldat least once a quarter; each Director shall be notified at least seven days in advance. The notice shall specify the place and time of the Board meeting and the reasons for calling the board of director meeting. In emergency circumstances, however, a meeting may be called on a shorter notice. Directors shall not raise any objections if they are notified of a board meeting not over 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. All matters set out in the subparagraphs of Paragraph 1, Article 12, shall be specified in the notice of the reasons for calling a Board meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.	Article 2: A board of director meeting shall be notified to each director and 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 article number is changed, and some texts are added in Paragraphs 1 and 2 in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Article 4: The General Management Office of the Company is designated to handle the administrative matters related to Board	Article 3 (Paragraphs 2 to 4): The agenda working group appointed by the Board of Directors isthe Administrative Unit .	The article number is changed, and the text is revised in accordancewith the

35 -

After the Amendment	Before the Amendment	Description
meetings. The agenda working group shall prepare agenda items for board of director meetings and provide comprehensive pre-meeting materials to be sent together with the notice of the meeting. A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.	The agenda working group shall prepare agenda items for board of director meetings and provide comprehensive pre-meeting materials to be sent together with the notice of the meeting. A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.	Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Article 5: When a Board meeting of the Company is convened, a attendance book shall be prepared for attending Directors to sign up at the meetingfor future reference. All Directors shall attendBoard meetings in person;if attendance in person is not possible, they may,pursuant to the Company's Articles of Incorporation, appoint another Director to attend as their proxy. Attendance via tele-or video-conference is deemed as attendance in person with their sign-in sheet faxed. When a Director who appoints another director to attend Board meetings, a letter of authorizationshall be presented each time ,indicating the scope of authorization with respect to the reasons for convening the Board of Directors meetings. A proxy underParagraph 2 may accept a proxyfrom one person only.	Article 3 (Paragraph 1): When a meeting of the Board of	The article number and article items are changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Article 6: A Board meeting shall be held at the premises of the Companyand during office hours ,or at a suitable locationand at a time convenient to all Directors.	Article 4: A board of director meeting shall be held at the location of the Company or at a place convenient to all directors and suitable for holding such a meeting.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings

36 -

After the Amendment	Before the Amendment	Description
		of Public Companies.
Article 7: The Board meeting of the Companyshall be convened by the Chairman and act as the Chairperson of the meeting; however, the first meeting of each Board of Directors shall be convened by the Director with the most voting rights represented by the votes obtained at the shareholders' meeting. The Chairperson of the meeting shall be the convener. If there are more than two persons with the convening power, they shall select one person from among themselves to serve as the Chairperson of the meeting. 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; there is no vice Chairman or the vice chairman is also on leave or for any reason unable to exercise the power of the vice chairman, the chairman shall appoint one of the directors to represent as the chairman. Where the chairman does not make such a designation, the directors shall elect one person from among themselves to represent as the chairman.	Article 5 (Paragraphs 1	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
	The Board of Directors once every two months
Article 8: When the Board meeting is convened, the unit responsible for the meeting shall have relevant information ready for attending Directors to examine. When convening a Board meeting, the Company may, in view of the meeting agenda ,notify personnel of relevant departments or subsidiaries to attendthe meeting as gueststo provide explanations . When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place. When a majority of the Directors have arrived near the appointed meeting time, the Chairperson may call the meeting to order.	Article 5 (Paragraphs 4 to 5): When holding a meeting of the Board of Directors,the Company may, asnecessary for the agenda items, notify employees of relevant departments or subsidiaries to attend the meeting as nonvoting participants andreport and answer to questions raised by the directors, so as to help the directors understand the operation of the Company and resolve appropriately . When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.

37 -

After the Amendment	Before the Amendment	Description
If half of the Directors do not attend at the time of the meeting, the chair may announce a postponement, provided that no more than two such postponements are made. Otherwise, the chair may re-convene a meeting in accordance with the procedure as dictated in Paragraph 2, Article 3. The term"the Directors"as referred to in the preceding paragraph and in Subparagraph 2, Paragraph 2, Article 16, refer to the Directors actually in office.
Article 9: (Paragraphs 1 and 2 are omitted.) Where a Board meeting is held via video conferencing, the audio and visual documentation of the meeting form a part of the meeting minutes and shall be well preserved during the existence of the Company.	Article 6: (Paragraphs 1 to 2 are omitted.) Where a board of director meeting is held via video conference,directors attending the meeting via video shall be considered present in person with their sign-in sheet faxed; in addition, the audio and visual documentation of the meeting form a part of the meeting minutes and shall be well preserved during the existence of the Company.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Article 10: The agenda itemsof regular Board meetings shall include at least the following matters: 1.Report Items: (1)Minutes of the last meeting and actions arising. (2)Reporting on important financial and business matters. (3)Reporting on internal audit activities. (4)Other important matters to be reported. 2.Discussion Items: (1)Items discussed and continued from the last meeting. (2)Items for discussion at this meeting. 3. Extraordinarymotions.	Article 6-1: Meeting agenda items for regular board of director meetings shall include at least the following: 1.Report Items: (1)Minutes of the last meeting and actions arising. (2)Reporting on important financial and business matters. (3)Reporting on internal audit activities. (4)Other important matters to be reported. 2.Discussion Items: (1)Items discussed and continued from the last meeting. (2)Items for discussion at this meeting. 3. Extraordinarymotions.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.
Article 11: The Company's Board of Directors shall conduct a meeting according to the agenda as specified in the meeting notice. However, the agenda can be changed if approved by the majority of attending Directors. The Chairperson of the meeting cannot announce the adjournment of the meeting		Added in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.

38 -

	After the Amendment		Before the Amendment	Description
	before the completion of agenda unless agreed by the majority of attending Directors. During a Board of Directors'meeting, if the Directors sitting at the meeting do not constitute a majority of the attending Directors, then by the request of the sitting Directors, the Chairperson of the meeting shall declare a suspension of the meeting, under the provisions to which Paragraph 3, Article 8 shall apply mutatis mutandis.
	Article 12: The Company shall submit the following items for discussion by the Board of Directors: 1.Corporate business plan. 2.Annual financial report. 3.Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (hereinafter referred to as SEA) ,and assessment of the effectiveness of the internal control system. 4.Adoption or amendment of procedures for acquisition and disposal of assets, engaging in derivative trading, lending funds to other parties, and endorsement and guarantee in accordance with Article 36-1 ofSEA . 5.(Omitted) 6.(Omitted) 7.(Omitted) 8.Any matter that, under Article 14-3 of SEA, any other law, or regulation must be approved byresolution at a shareholders' meeting or Board meeting, or any material matter as may be prescribed by the competent authority. (Paragraphs 2 and 3 are omitted)		Article 6-2: The following items shall be proposed in board of director meetings for discussion: 1.Corporate business plan. 2.Annualand semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3.Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system. 4.Adoption or amendment of procedures for acquisition and disposal of assets, engaging in derivative trading, lending funds to other parties, and endorsement and guarantee in accordance with Article 36-1 ofthe Securities and Exchange Act. 5. (Omitted) 6. (Omitted) 7. (Omitted) 8.Items required by Article 14-3 ofthe Securities and Exchange Act, other laws, or the articles of incorporation to be approved by resolution at a shareholders' meeting or board of director meeting, or major issues prescribed by the authority in charge. (Paragraphs 2 to 3 are omitted.) For foreign companies whose stock has no par value or a par value other than NT$10, the"5 percent of paid-in capital"in Paragraph 2 above shall be calculated	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.

39 -

After the Amendment	Before the Amendment	Description
(The followingis omitted.)	instead as 2.5 percent of shareholder equity. (The followingis omitted.)
Article 13: When the Chairperson is of the opinion that the proposals at a Board meeting have been sufficiently discussed to a point where they can be put to a vote, the Chairperson may announce the discussion closed and bring the proposals to vote. When a proposal comes to a vote at a Board meeting, if the Chairperson puts the matter before all Directors present at the meeting and none voices an objection, the matter is deemed approved. If objection is voiced when enquired by the Chairperson, the matter shall be put to a vote. The Chairperson shall decide to adopt which of the following voting methods. In case of a dissent by an attendee, the voting method shall be decided by a majority of the attending Directors. 1.By a show of hands or a voting machine. 2.By voicing votes. 3.By casting ballots. 4.Methods adopted by the Company. All Directors present at the meeting mentioned in the preceding two paragraphs shall not be a Director who is not entitled to exercise voting rights pursuant to Paragraph 1, Article 15.		Added in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.

Article 14: Except as otherwise stated inSEA or in the Company Act, a resolution atthe Company's Board meeting requires the approval of a majority of the attending Directors who constitute a majority of the Directors. When there is an amendment or an alternative to a proposal, the Chairperson of the meeting shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If one of the proposals mentioned above is approved by vote, the rest is deemed rejected, and no further vote is required.	Article 9: Each director has one vote .Except as otherwise provided, a resolution on a matter at a board of director meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors; however,when a proposal comes to a vote at a board of director meeting, if the chairperson puts the matter before all directors present at the meeting and none voices an objection, the matter is deemed approved with the same effect as voting.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of Public Companies.

40 -

After the Amendment	Before the Amendment	Description
If the voting requires ballot supervisors and ballot counters,the Chairperson of the meeting shall appoint those personnel. The ballot supervisors shall be Directors. The voting results shall be announced immediately at the meeting andrecorded in the minutes.	Article 11: For voting on matters at board of director meetings, the chairperson may appoint the counting personnel,and all directors present serve as the monitoring personnel . The results of voting shall be announced on-siteby the chairperson and recorded.
Article 15: Where any item on	Article 10: Directorsshall be highly self-disciplined. If any director or a juristic person representedby the director is an interested party with respect to any agenda item , the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may express his/her opinions but shall not participate in any discussion or voting on that agenda item; further, he/she shall enter recusal during the discussion and voting on that item and shall not act as another director's proxy to exercise the voting right on that matter.Directors shall also exercise self-discipline among themselves and avoid collusion. In the event that a director violates the principle of recusal and joins the voting, his/her voting power is null and void.	The article number is changed and the text is amended.
Article 16: The Company’s minutes shall be prepared of the discussions at board of director meetings. The meeting minutes shall record the following: (1 to 9 are omitted.) The attendance book of the Board meeting is apart of the meetingminutes and shall	Article 7: Minutes shall be prepared of the discussions at board of director meetings. The meeting minutes shall record the following: (1 to 9 are omitted.) The attendance book constitutes a part of the minutes of each board of director	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of PublicCompanies.

41 -

After the Amendment	Before the Amendment	Description
be retainedthroughout the life of the Company. The production and distribution of the meeting minutes referred to in Paragraph 1 may be done in an electronic form. The meeting minutes must be signed or stamped by the Chairperson of the meeting and the recording personnel and distributed to the Directors and relevant attendees within 20 days after the meeting. The meeting minutes shall retained throughout the life of the Company. (The followingis omitted.)	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, and attendant within 20 days after the meeting andpermanently preserved by the Company. Article 8: In case of any disputes over proposals at a board of director meeting, they shall be fully discussed by the directors and put to voting by the chairperson. (The followingis omitted.)
Article 17: Apart from matters referred to in paragraph 1,Article 12 , which are required to be submitted for discussion by the Board of Directors, when the Board of Directors delegates any exercise of its powers pursuant to laws or regulations or the Company's Articles of Incorporation, matters, such as the level and content of the delegation, shall be set out concretely and specifically.	Article 12: Apart from matters referred to in Paragraph 1 of Article6-2 ,which are required to be submitted for discussion by the Board of Directors, when the Board of Directors delegates any exercise of its powers pursuant to laws or regulations or the Company's articles of incorporation, matters such as the level and substance of the delegation shall be concretely and specificallyset out.	The article number is changed.
Deleted	Article 13: If there is one or more managing director on the Board of Directors, these Rules and Procedures shall apply mutatis mutandis to the procedure for meetings of the managing directors, provided that if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.	The Company has not engaged managing directors, so this article is deleted.
Article 18: Matters not specified in the Rules shall be handled in accordance with the Company Act,SEA, and other relevant laws and regulations.	Article 14: Matters not specified in these Rulesand Procedures shall be governed by the Company Act, the Company's articles of incorporation, and other related laws and regulations.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of

42 -

	After the Amendment	After the Amendment		Before the Amendment	Description
					Directors' Meetings of Public Companies.
	Article 19: The Rules shall beimplemented after the approval of the Board of Directorsand a presentation on the Rules shall be given at the shareholders'meeting; the same applies to any amendments.			Article 15: The establishment and amendments of these Rulesand Procedures shall be approved by the Board of Directors.	The article number is changed, and the text is revised in accordance with the Regulations Governing Procedure for Board of Directors' Meetings of PublicCompanies.

43 -

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 3 The Company shall follow the Regulations Governing Establishment of Internal Control Systems by Public Companies and take the overall operational activities of itself and its subsidiaries into account to design and fully implement an internal control system, and shall conduct continuing reviews of the system in order to ensure the continued effectiveness of its design and implementation in light of changes in the Company's internal and external environment. The Company shall perform self-assessments of the internal control system. The Board of Directors and management shall review the results of self-assessments performed by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee shall also attend to and supervise these matters. The Companyis advised to establish channels and mechanisms of communication among its Independent Directors, Audit Committee, and head of internal audit;while the convener of the Audit Committee shall report its communication with the Audit Committee members and the head of internal audit at the shareholders'meeting.		Article 3 The Company shall follow the Regulations Governing Establishment of Internal Control Systems by Public Companies and take the overall operational activities of itself and its subsidiaries into account to design and fully implement an internal control system, and shall conduct continuing reviews of the system in order to ensure the continued effectiveness of its design and implementation in light of changes in the Company's internal and external environment. The adoption or amendment of the internal control system of the Company 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 by resolution When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of a board of director meeting. The Company shall perform self-assessments of the internal control system. The Board of Directors and management shall review the results of self-assessments performed by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee shall also attend to and supervise these matters. The Companyshall establish channels and mechanisms of communication between the independent Directors, the Audit Committee, and chief internal auditors.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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After the Amendment	Before the Amendment	Description
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 management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an on-going basis, and to assist the Board of Directors and the management to perform their duties effectively so as to ensure a sound corporate governance system. The appointment/removal, appraisal, and remuneration of internal auditors of the Company shall be submitted to the Board of Directors or signed by the audit supervisor and submitted to the Chairman for approval.	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 management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an on-going basis, and to assist the Board of Directors and the management to perform their duties effectively so as to ensure a sound corporate governance system. The Company shall have a deputy in place for the internal auditor to put the internal control system into effect, strengthen the professional capacity of the deputy of the internal auditor, and further improve and maintain the quality and implementing result of the audit. The qualification requirements on the internal auditor set out in Paragraph 6, Article 11 of the Regulations Governing Establishment of Internal Control Systems by Public Companies and Articles 16, 17, and 18 of the same Regulations shall apply mutatis mutandis to the deputy referred to in the preceding paragraph.
for approval.

Article 3-1 The Companyshall appoint an appropriate number of qualified corporate governance personnel according to the Company's size, business conditions, and management needs, and shall appoint a corporate governance officer, in accordance with the regulations of the competent authority , Taiwan Stock Exchange Corporation, as the highest	Article 3-1 The Companymay set up a full-time (part-time) corporate governance unit or personnel to be in charge of corporate governance affairs, and designate a senior officer to be in charge of supervision .The said officer shall be a qualified lawyer or accountant or have at least three years' management experience gained at a public companyin handlinglegal affairs,	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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After the Amendment	Before the Amendment	Description
executive in charge of matters related to corporate governance. The said officer shall obtain the qualification of a lawyer, CPA, or shall have more than three years of experience as amanagerial officer in a securities-, finance- , or futures-related institution or engaged in legal affairs, compliance, internal audit, finance, stocks,or corporate governance at a public company. The corporate governance affairs mentioned in the preceding paragraph shall include at least the following items: 1. Handling matters related to Board meetings and shareholders’ meetings in accordance with the law. 2. Producing minutes of Board meetings and shareholders’ meetings. 3.Assisting Directors in taking office and continuous training. 4.Providing Directors with information required for business execution. 5.Assisting Directors in legal compliance. 6.(Omitted)	financial affairs, and stock affairs. The corporate governance affairs mentioned in the preceding paragraph include at least the following items: 1.Handle corporate registration and amendment registration. 2. Handle matters relating to board of director meetings and shareholders' meetings according to laws,and assist the Company with compliance with laws and regulations governing such meetings. 3. Keep the minutes of board of director meetings and shareholders' meetings. 4.Furnish information required for business execution by directors, and update themon developments of laws and regulations relating to the operation of the Company in order to assist them with legal compliance. 5.Handle affairs relating to investor relations. 6.(Omitted)
Article 6 (Paragraph 1 is omitted.) For a shareholders’ meeting convened by the Board of Directors, the Chairman shall chair the meeting, that a majority of Directors (including at least one Independent Director)and the convener of the Audit Committee attend the meeting in person, and that at least one member of other functional committees attend the meeting as a representative. Attendance details shall be recorded in the minutes of the shareholders’ meeting.	Article 6 (Paragraph 1 is omitted.) For a shareholders' meeting called by the Board of Directors, it is advisable that the chairman of the Board chair the meeting, that a majority of the directors (including at least one independent director) attend in person, and that at least one member of each functional committee attend as representative. Attendance details shall be recorded in the shareholders meetingminutes.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 7 The Company shall encourage shareholders to participate in corporate governance, and shall appoint a professional shareholder service agencyto	Article 7 The Company shall encourage shareholders to participate in corporate governance, and shall appoint a professional stock agencyto handle the	This article is amended in line with the amendments to the Corporate Governance Best

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After the Amendment	Before the Amendment	Description
handle the affairs of the shareholders' meeting to ensure that it is convened on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure, to uploadannual report, annual financial report, notices, agendas, and supplementary information of shareholders’ meetings in both Chinese and English concurrently, and shall adopt electronic voting in order to increase shareholders' attendance rates at shareholders’ meetings and ensure that shareholders exercise their rights at such meetings in accordance with the laws. The Company is advised to avoid raising extraordinary motions and amendments to original proposals at the shareholder meeting, and is advised to adopt a candidate nomination system for the election of directors. (Paragraph 3 is omitted)	affairs of the shareholders' meeting to ensure that it is convened on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure andcasting votes , and is advised to upload notices, agendas and supplementary information of shareholders' meetings in both Chinese and English concurrently in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws. The Company thatemploys electronic voting at a shareholders' meeting is advised to avoid raising extraordinary motions and amendments to original proposals, and is advised to adopt a candidate nomination system for the election of directors. (Paragraph 3 is omitted.) If the Company distributes souvenirs at its shareholders'meeting, it shall not practice differential treatment or discrimination.	Practice Principles for TWSE/TPEx Listed Companies.
Article 10 (Paragraphs 1 to 2 are omitted.) To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting the Company's insiders from trading securities using information not disclosed to the market. The preceding provision shall include the control measures for stock transactions by the insiders of companies listed on stock/OCT markets from the date of learning about the companies'financial reports or relevant contents of the performance.	Article 10 (Paragraphs 1 to 2 are omitted.) To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting the Company's insiders from trading securities using information not disclosed to the market.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 11 (Paragraph 1 is omitted.) In accordance with Article 245 of the Company Act, shareholders may apply to the court for the appointment of an inspector to examine the accounting	Article 11 (Paragraph 1 is omitted.) The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accountingrecordsand assets of the	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed

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After the Amendment	Before the Amendment	Description
records, assets,specific matters, documents, and records of a specific transaction of the Company. The Company's Board of Directors, Audit Committee, and managerial officers shall fully cooperate in the examination conducted by the inspector in the preceding two paragraphs without any circumvention, obstruction, or rejection.	Company. The Board of Directors, Audit Committee, and managers of the Company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without anyobstruction , rejection orcircumvention .	Companies.

Article 13 (Paragraphs 1 to 2 are omitted.) It is advisable that the Companyshall set up internal procedures for appropriate handling of matters referred to in the preceding two paragraph, and that it keep relevant written records for future reference and incorporate the procedures in its internal control system for management purposes.	Article 13 (Paragraphs 1 to 2 are omitted.) It is advisable that the Company adopt internal procedures for appropriate handling of matters referred to in the preceding two paragraph, and that it keep relevant written records for future reference and incorporate the procedures in its internal control system for management purposes.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 14 The Company and its affiliates' shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls.	Article 14 The Company shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises(subsidiaries which are substantially controlled by the Company or 50% of whose shares are directly or indirectly held by the Company) with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 15 Unless otherwise provided by the law and regulations, a managerial officer of the Company may not serve as a managerial officer of its affiliated enterprises. A director who engages in any transaction for himself or on behalf of another person that is within the scope of the Company's operations shall explain the major content of such actions to the shareholders' meetingand obtain its consent.	Article 15 A director who engages in any transaction for himself or on behalf of another person that is within the scope of the Company's operations shall explain the major content of such actions to the shareholders' meetingand obtain its consent.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 22 The Company is advised, pursuant to the regulations of the competent authority, to specify in its Articles of Incorporation that it shall adopt the candidate nomination system for elections of Directors, carefully review thequalificationsof a nominated	Article 22 Before a shareholders'meeting is convened for the reelection of directors , the Company shall review in advance the qualifications,education ,working experience , background, and the existence of anyother matters set forth in Article30	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed
system for elections of Directors,
review thequalifications

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After the Amendment	Before the Amendment	Description
candidate and the existence of any other matters set forth in Article 30 of the Company Act,and act in accordance with Article 192-1 of the Company Act.	of the Company Act withrespect to the director candidates recommended by shareholders or directors, and the Company shall not arbitrarily add requirements for documentation of other qualifications . It is advised to provide the results of the review to shareholders for their reference, so that qualified directors will be elected. The Board of Directors shall assess carefully the qualifications and other matters listed in the preceding paragraph and the willingness of a candidate to act as director after it is so elected, before proposing a roster of director candidates as required.	Companies.
Article 23 (Paragraph 1 is omitted.) It is inappropriate for the chairman to also act as the general manageror other equivalent position. (The followingis omitted.)	Article 23 (Paragraph 1 is omitted.) It is inappropriate for the chairman to also act as the president.If the chairman also acts as the president or the chairman and the president are spouses or relatives within the first degree of kinship, it is advisable that the number of independent directors be added. The Company with a functional committee shall clearly define the responsibilities and duties of the committee. (The followingis omitted.)	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 24 According to the Company's Articles of Incorporation,three Independent Directors shall be engaged, and the number of Independent Directors shall not be fewer than one-fifth of the number of Directors. Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed and, in addition, it is not advisable for an independent director to hold office concurrently as a director (including an independent director) or supervisor of more than five other TWSE/TPEx listed companies. Independent directors shall also maintain	Article 24 The Company shall appoint independent directors in accordance with the articles of incorporation. They shallbe not less than three in number and not less than one-fifth of the total number of the directors. Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed and, in addition, it is not advisable for an independent director to hold office concurrently as a director (including an independent director) or supervisor of more than five other TWSE/TPEx listed companies. Independent directors shall also maintain	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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After the Amendment		Before the Amendment	Description
independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director. The "group enterprises and organizations" referred to in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company. Change of status between independent directors and non-independent directors during their tenure is prohibited.		independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The Company shall adopt a candidate nomination system for election of independent directors according to Article 192-1 of the Company Act and expressly stipulate such a system in the articles of incorporation. The shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots pursuant to Article 198 of the Company Act. If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director. The "group enterprises and organizations" referred to in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company. Change of status between independent directors and non-independent directors during their tenure is prohibited. If an independent director is discharged for any reason, resulting in the number of directors lower than that required under paragraph 1 or the articles of incorporation, a by-election for an independent director shall be held at the

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After the Amendment	Before the Amendment	Description
(The followingis omitted.)	next shareholders'meeting. In the event that all independent directors have been discharged, the Company shall convene an extraordinary shareholders'meeting to hold a by-election within 60 days from the date on which the vacancies arose. (The followingis omitted.)
Article 26 The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The Company or other members of the Board of Directors may not obstruct,reject, or circumvent the performance of duties by Independent Directors. (Paragraph 2 is omitted.)	Article 26 The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The Company or other Board members shall notrestrict or obstruct the performance of duties by the independent directors. (Paragraph 2 is 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, 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.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 28 The Audit Committee of the Company is composed of the entire board of Independent Directors, the numberis three persons, one of whom shall be the convener, and at least one shall have accounting or financial expertise.	Article 28 The Company Audit Committee 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. The provisions regarding supervisors in the Securities and Exchange Act, the Company Act, other laws and regulations, and these Principles shall apply mutatis mutandis to the Audit Committee. Article 25 herein does not apply to the following matters, which shall be subject to the consent of at least one half of all	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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	After the Amendment		Before the Amendment	Description
	(The followingis omitted.)		members of the Audit Committee and be submitted to the Board of Directors for resolution: 1.Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. 2.Assessment of the effectiveness of the internal control system. 3.Adoption or amendment of procedures for acquisition or disposal of assets, engaging in derivative trading, lending funds to others, and making endorsements or providing guarantees pursuant to Article 36-1 of the Securities and Exchange Act. 4.Matters bearing on the personal interest of a director. 5.Major assets or derivative trading. 6.Major lending of funds, endorsements or guarantees. 7.Offering, issuance, or private placement of any equity-type securities. 8.Appointment, dismissal, and compensation of certified accountants. 9.Appointment of dismissal of financial, accounting, or internal auditing officers. 10.Annual and semi-annual financial statements. 11.Other major items so required by the Company or authority in charge. (The followingis omitted.)
	Article 28-1 The Company shall set up a Remuneration Committee,and more than half of the members shall be Independent Directors ; professional qualification, power execution, and the establishment of organizational rules and relevant matters shall be in accordance with the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange		Article 28-1 The Company shall establish a Remuneration Committee. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded over the Counter. The Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the Board of Directors. 1.Prescribe and periodically review the	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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After the Amendment		Description
	policies, systems, standards, and structures of the performance evaluation and remuneration of director and managerial officers. 2.Periodically evaluate and prescribe the remuneration of director 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 director and managerial officers of the Company, the Remuneration Committee shall refer to the typical pay levels adopted by peer companies, and take the reasonableness of the correlation between remuneration and individual performance, the Company's business performance, and future risk exposure into consideration. 2.The Remuneration Committee shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the Company may tolerate. 3.The Remuneration Committee shall take the characteristics of the industry and the nature of the Company's business into consideration when determining the ratio of compensation for the short-term performance of its directors and senior management and the time at which the variable part of remuneration is paid.
Article 28-2 It is advisable for the Company to set up a Nomination Committee and formulate organizational rules. More than half of the members shall be Independent Directors, and the committee shall be chaired by an Independent Director.		This article is newly added. This article is newly added in line with the amendments to the Code of Practice for the Administration of Listed OTC Companies.
Article 28-3 (Omitted)	Article 28-2 (Omitted)	Article number is changed.
Article 33 The Company's independent directors shall attend the board meeting in person, and may not be represented by a non-Independent director via proxy when a boardmeetingis convened to consider	Article 33 When a board of director meeting is convened to consider any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act,an independent director of the Company shall	This article is amended in line with the amendments to the Corporate Governance Best PracticePrinciplesfor

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	After the Amendment	Before the Amendment	Description
	any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act. When an Independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of director meeting; if the Independent director cannot attend the board of director meeting in person to voice his or her dissenting or qualified opinion, he or she shall provide a written opinion before the board of director meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of director meeting. Under any of the following circumstances, resolutions adopted by the Board of Directors shall not only be noted in the meeting minutes, but also publicly announced and filed on the Market Observation Post System (MOPS)two hours before the beginning of trading hours on the following business day after the date of the Board of Director meeting: 1.An independent director has a dissenting or qualified opinion which is on record or stated in a written statement. 2.The matter was not approved by the Audit Committee (if set up by the Company), but had the consent of more than two-thirds of all Directors. (The followingis omitted.)	attend the board of director meeting in person, and may not be represented by a non-independent director via proxy. When an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of director meeting; if the independent director cannot attend the board of director meeting in person to voice his or her dissenting or qualified opinion, he or she shall provide a written opinion before the board of director meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of director meeting. In any of the following circumstances, decisions made by the Board of Directors shall be noted in the meeting minutes, and publicly announced and filed in the MOPS before the beginning of trading hours on the first business day after the date of the board of director meeting: 1.An independent director has a dissenting or qualified opinion which is on record or stated in a written statement. 2.The matter was not approved by the Audit Committee (if set up by the Company), but had the consent of more than two-thirds of all directors. (The followingis omitted.)	TWSE/TPEx Listed Companies.
	Article 35 The Company shall submit the following matters to the Board of Directors for discussion: 1.Corporate business plan. 2.Annual financial report. 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 to 9 are omitted.) 10.Any matter required by Article 14-3 of theSecurities and Exchange Act or any	Article 35 The Company shall submit the following matters to the Board of Directors for discussion: 1.Corporate business plan. 2.Annual andsemi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3.Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act. (4 to 9 are omitted.) 10.Items required by Article 14-3 of the Securities and Exchange Act or any	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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	After the Amendment		Before the Amendment	Description
	other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or to be approved by resolution at a meeting of the Board of Directors, or any such significant matter as may be prescribed by the competent authority. (The following is omitted.)		other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be submitted to a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority. (The following is omitted.)
	Article 37 (Paragraph 1 is omitted.) The Company shall formulate performance evaluation methods and procedures for the Board of Directors.In addition to annual self-evaluation of the Board of Directors, functional committees, and individual Directors, the Company may appoint an external professional organization to conduct performance evaluation or through other appropriate means. The content of performance evaluation of the Board of Directors shall include the following aspects, and suitable evaluation indicators shall be set based on the Company's needs: 1.Degree of participation in the Company's operations. 2.Improvement in the quality of decision-making by the Board of Directors. 3.Composition and structure of the Board of Directors. 4.Election and continuous development of Directors. 5.Internal control. It is advisable that performance evaluations of the Board of Directors (self-assessment or peer-to-peer assessment) include the following aspects, with appropriate adjustments made on the basis of the Company's needs: 1.The grasp of the Company’s goalsand		Article 37 (Paragraph 1 is omitted.) Any resolution of the Board of Directors that involves the Company's business development or a major policy direction shall be carefully considered and shall not affect the implementation or effectiveness of corporate governance. It is advisable that the Company formulate rules and procedures for board performance evaluations, and that each year it conduct regularly scheduled performance evaluations of the Board of Directors, functional committees, and individual directors through self-assessment ,peer-to-peer assessment, external professional institutions, or in any other appropriate manner. It is advisable that the performance evaluation of the Board of Directors(including functional committees) include the following aspects, and that appropriate evaluation indicators be developed in consideration of the Company's needs: 1.Degree of participation in the Company's operations. 2.Improvement in the quality of decision-making by the Board of Directors. 3.Composition and structure of the Board of Directors. 4.Election and continuous development of directors. 5.Internal controls. It is advisable that performance evaluations of the Board of Directors (self-assessment or peer-to-peer assessment) include the following aspects, with appropriate adjustments made on the basis of the Company's needs: 1.The grasp of the Company’s goalsand	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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After the Amendment	Before the Amendment	Description
missions. 2.Recognition of directors’ duties. 3.Degree of participation in the Company’s operation. 4.Management of internal relationship and communication. 5.Professionalism and continuing professional education. 6.Internal controls. The Company shall conduct a performance evaluation of its functional committees, and the evaluation content shall include the following aspects, which shall be adjusted appropriately based on the Company's needs: 1.Degree of participation in the Company's operations. 2.The awareness of the duties of the functional committees. 3.Improvement in the quality of decision making by the functional committees. 4.The composition of the functional committees, and election and appointment of committee members. 5.Internal control. The Company shall submit the results of the performance evaluationto the Board of Directors as a reference for individual Directors'remuneration, nomination, and renewal.	missions. 2.Recognition of directors’ duties. 3.Degree of participation in the Company’s operation. 4.Management of internal relationship and communication. 5.Professionalism and continuing professional education. 6.Internal controls. The Board of Directors of the Company shall consider adjusting its composition according to the results of performance evaluations.
Article 37-2 For the operational direction and performance of the intellectual property as a listed company, the Board of Directors shall evaluate and supervise the following aspects to ensure that the Company establishes an intellectual property management system with a management cycle of"plan, execute, inspect, and act." 1.Formulate intellectual property management policies, objectives, and systems related to business strategies. 2.Establish, implement, and maintain a management system for the acquisition, protection, maintenance, and application of intellectual property based on the scale and type. 3.Decide and provide sufficient resources required to effectively implement and maintain the intellectual property management system.		This article is newly added. This article is newly added in line with the amendments to the Code of Practice for the Administration of Listed OTC Companies.

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After the Amendment	After the Amendment	Before the Amendment	Description
4.Observe internal and external risks or opportunities related to intellectual property management and take measures accordingly. 5.Plan and implement a continuous improvement mechanism to ensure that the operation and effectiveness of the intellectual property management system are in line with the Company's expectations.

	system are in line
	expectations.
Article 39 The Company shallinsured liability insurance for Directors with respect to liabilities arising from performance of duties during their term of office which will lead to compensation in accordance with the laws, so as to reduce and spread the risk of material damage to the Company and shareholders caused by the wrongdoings or negligence of Directors. The Company shall report the insured amount, coverage, premium rate, and other major contents of the liability insurance ithas insured or renewed for Directors at the next board meeting.		Article 39 The Company is advised to take out directors' liability insurance with respect to liabilities resulting from exercising their duties during their tenure, so as to reduce and spread the risk of material harm to the Company and shareholders arising from the wrongdoings or negligence of directors. The Company is advised to report the insured amount, coverage, premium rate, and other major contents of the liability insurance ithas taken out or renewed for directors at the next board of director meeting.	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 45 (Paragraph 1 is omitted.) The Company shall publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial report for the first, second and third quarters as well as its operating status for each month before the specified deadline. (The followingis omitted.)		Article 45 (Paragraph 1 is omitted.) (The followingis omitted.)	This article is amended in line with the amendments to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 52 These Principles were established on November 14, 2014. (Omitted) The third amendment was made on March 23, 2018. The fourth amendment was made on March 27,2020		Article 52 These Principles were established on November 14, 2014. (Omitted) The third amendment was made on March 23, 2018.	The fifth paragraph is added in accordance with the amendment of the Principles.

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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 1 In order tofulfill corporate social responsibility (CSR) and promote economic, social, environmental, and social progress whileachieving the goal of sustainable development, these Principles are established in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and relevant regulations. These Principles apply to the entire operations of the Company and its subsidiaries.	Article 1 Tofulfill the corporate social responsibility and to promote economic, social, and environmental sustainability, the Corporate Social Responsibility Best Practice Principles (these Principles) are established in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and related regulations. These Principles applies to the entire operations of the Company and its subsidiaries.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 2 While engaging in corporate operations, the Company shall actively fulfill its CSR in line with international development trends and shall increase its economic contributions to the country and improve the quality of life of employees, communities, and society while promoting CSR as the foundation for competitive advantages as a corporate citizen.	Article 2 The Company hasstrived to maintain the rights and interests of all stakeholders , while incorporating its corporate social responsibilityinto the daily operations ,so asto fulfill its corporate social responsibility and contribute to the economic development of the country.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 3 When the Company is fulfilling its CSR, it shall pay attention to the rights and interests of stakeholders. While pursuing sustainable development and profit, the Company shall focus on topics pertaining to the environment, society, and corporate governance and incorporates them into its managementguidelines and operating activities . The Company shall conduct risk assessments on environmental, social, and corporate governance issues related to its operations in accordance with the materiality principle while formulating relevant risk management policies or strategies.	Article 3 In fulfilling the corporate social responsibility, the Companyshall give respect to social ethics and the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance and incorporate them in its corporate management and business operations.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 5 The Company shall consider the relevance of the development trend ofCSR at home	Article 5 The Companyshall abide by laws and regulations ,take the development of	Amended in accordance with the CorporateSocial

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After the Amendment	Before the Amendment	Description
and abroad tothe Company's core business activities as well as the impact of the overall operations of the Company and the Group's companieson stakeholders when formulating its CSR policies, systems, or relevant managementguidelines and specific promotion plans ,which shall be approved by the Board of Directors and reported to the shareholders' meeting. (The following is omitted.)	domestic and international corporate social responsibility principles and the operation of the Company and of its respective business groups as a whole into consideration, and establish policies, systems or related guideline for corporate social responsibility, which shall be approved by the Board of Directors and then reported to the shareholders' meeting. (The following is omitted.)	Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article6 (Omitted)	Article7 (Omitted)	The original Article 6 is deleted, and Article 7 is changed to Article 6.
Article7 The Company shall respect stakeholders' interests, identify its stakeholders, andset up a section dedicated to stakeholders on its official website. The Company shall use proper communication channels to understandstakeholders' needs and expectations and respond to key CSR issues that are of utmost concern.	Article8 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, understand the reasonable expectations anddemands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues whichthey are concerned about.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article8 The Company shall establish the Corporate Governance Best Practice Principles and the Ethical Corporate Management Best Practice Principles and CSR to set up effective corporate governance frameworks, so as to enhance its corporate governance.	Article 9 The Company shall establish the Corporate Governance Best Practice Principles and the Ethical Corporate Management Best Practice Principles to set up effective corporate governance frameworks, so as to enhance its corporate governance.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article9 To ensure proper management of CSR, the Company shall set up a full-time (part-time) dedicated unit in charge of proposing and executing CSR policies, systems or relevant management guidelines, and projects. This task force shall also report its progress regularly to the Board of Directors. The Company shall formulate reasonable remuneration policies, to ensure that remuneration planning can be in line with the organizational strategic goals and stakeholders'interests. The employee performance evaluation system shall be incorporated into the CSR policies, and the Company shall establish a clear and effective incentive and discipline system.	Article10 The Company shall comply with relevant laws and regulations and observe the following guidelines to maintain a fair competition environment: 1.Avoid engaging in unfair competition. 2.Faithfully fulfill tax-related obligations. 3.Not tolerate bribery or corruption and establish appropriate management systems 4.Corporate endowments shall be made in accordance with the Company's internal procedures.	The article number is changed, and the text of this article is added in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
Article 10 The Companies shall organize education and training sessions regularly on the implementation of CSR,including promotion of the matters prescribed in Paragraph 2, Article 6.	Article11 The Company shall enhance training on corporateethics and promote the awareness of matters prescribedin Article 10 for directors , and employees and set up a clear and effective reward and punishment system.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article11 The Company shall follow relevant environmental laws, regulations, and international standards to properly protect the environment and shall be committed to the goal of environmental sustainability when engaging inbusiness operations and internal management .	Article12 The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging inbusiness operations.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article12 (Omitted)	Article13 (Omitted)	Article number is changed.
Article13 The Company shall establish an appropriate environmental management system according to its industrial characteristics. The system all include the following items: 1.Collect sufficient and real-time information to evaluate the impact of the Company's business operations on the natural environment. 2.Establish measurable goals for environmental sustainability, and examining whether the development of such goals shall be maintained and whether it is still relevant on a regular basis. 3.Adopt enforcement measures, such as concrete plans or action plans, and examine the results of the implementation on a regular basis.		The original Article 13 is moved to Article 12, and this article is added in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

Article 14 The Company shall appoint a dedicated environmental management unit or team of personnelto establish ,execute, and maintain environmental management system and specific action plans , and shall offer the management and employees environmental education classes.	Article 14 The Company shall establish a dedicated unit or assign dedicated employees for maintaining relevant environment managementsystems ,and shall hold environment education courses for its managerial officers and other employees on a periodic basis.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 15 The Company shall take into account the impact on the ecology and promote the concept of sustainable consumption while conductingresearch, procurement,	Article 15 The Company is advised to take the effect of business operations on ecological efficiency into account, promote and advocate the concept ofsustainable	Amended in accordance with the Corporate Social Responsibility Best PracticePrinciplesfor

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After the Amendment	Before the Amendment	Description
production,operations ,services, and other business activities based on the following principles to reduce the impact of the Company's operations on the natural environment andhuman beings : (The followingis omitted.)	consumption, and conduct research and development, production, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from its business operations: (The followingis omitted.)	TWSE/GTSM Listed Companies.
Article 16 To improve water use efficiency, the Company shall use water resources properly and sustainably and establish relevant management measures. The Company shallconstruct and improve environmental protection treatment facilities to avoid polluting water, air, and land. It shall also do its utmost to reduce the adverse effect on human health and the environment and adopt the best feasible pollution prevention and technical control measures.	Article 16 To improve water use efficiency, The Company shall properly and sustainably use water resources and establish relevant management measures. The Company shall avoid polluting water, air and land in operations . If such pollution is inevitable, the Company shall consider cost-effectiveness and technological and financial feasibility and make its best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 17 The Company shallassess the potential risks and opportunities of climate change forits current and future operations and take response measures with respect to climate change. The Company shall adopt standards or guidelines generally accepted at home and abroad to conduct an inventory of corporate greenhouse gases and to disclose information. The scope of information disclosure shall include: 1.Direct greenhouse gas emissions: emissions from the sources owned or controlled by the Company. 2.Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The Company shall count the greenhouse gas emissions, water consumption, and total weight of waste, and formulate policies for energy conservation and carbon reduction, greenhouse gas reduction, water consumption, or other waste management, while incorporating the acquisition of carbon rights into the Company's carbon reduction strategy plan	Article 17 The Company is advisedto monitor the impact of climate changeon its operations and shall establish strategies for energy conservation and carbon and greenhouse gas reduction based upon its operations and the result of a greenhouse gas inventory, so as to promote and minimize the impact of its business operations on climate change.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

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	After the Amendment		Before the Amendment	Description
	and implement it accordingly so as to reduce the impact of the Company’s operating activities on climate change.
	Article 18 The Company shall comply with relevant lawsand regulations, and the International Bill of Human Rights with respect to rights, such as gender equality, the right to work, and prohibition of discrimination. The Company shall establish relevant management policies and procedures to perform its obligations to protect human rights, including: 1.Propose the Company's human rights policy or statement. 2.Evaluate the impact of the Company’s business activities and internal management on human rights and establish corresponding handling procedures. 3.Conduct regular reviews on the effectiveness of the Company's human rights policy or statement. 4.In the event of any infringement of human rights, the Company shall disclose the processes for handling of the matter with respect to the stakeholders involved. The Company shall follow internationally recognized human rights for labor, such as freedom of association, right to collective bargaining, caring for vulnerable groups, prohibiting child labor, eliminating all forms of forced labor, as well as eliminating discrimination in employment, and shall confirm that its human resources policies are free from differential treatment because of gender, race, socioeconomic class, age, marriage, and family status, so as to implement equality and fairness in employment, employment conditions, salary, benefits, training, evaluation, and promotion opportunities With regard to incidents that damage labor rights, the Company shall provide effective and appropriate grievance mechanisms to ensure equality and transparency in the complaint filing process. The grievance channels shall be		Article 18 The Company shall comply with relevant labor laws and regulations,protect the legal rights and interests of employees, respect internationally recognized principles of the labor force's human rights, and shall not commit violations against the fundamental labor rights. The human resources policies of the Company shall be founded on the principles of the labor force's human rights and shall contain appropriate management methods and procedures.	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
simple, convenient, and open, and the Company shall respond to employees’ complaints in an appropriate manner.
Article 21 (Paragraph 1 is omitted.) The Company shall formulate and implement reasonable employee benefit measures (including remuneration, leave, and other benefits) and shall reflect operating performance or results in employee remuneration to ensure the recruitment and retention of and incentives to human resources so as to achieve the goal of sustainable operations.	Article 21 (Omitted)	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 22 (Paragraph 1 is omitted.) The Company shall respect the employee representatives'rights to negotiate the working conditions and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation between employers, employees, and employee representatives. The Company shall, in a reasonable manner, notify employees of changes in business operation that are likely to cause a significant impact on employees.	Article 22 (Omitted)	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 22-1 The Company shall treat their customers or consumers in a fair and reasonable manner,including such principles as fairness and integrity, duty of care and loyalty, truthfulness in marketing and advertising, suitability of products or services, information and disclosure, balanced remuneration and performance, complaint protection, and professionalism of salespeople, while formulating relevant implementation strategies and specific measures. (The followingis omitted.)	Article 22-1 The Company is advised to treat customers or consumers in a fair and reasonable manner based on the characteristics of products or services provided and nature of the industry .The Company shall also develop the relevant strategies and specific measuresfor implementation. (The followingis omitted.)	Amended in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 23 The Company shall be responsible for its products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the Company shall ensure the transparency		The original Article 23 is moved to Article 24, and this article is added in accordance with the Corporate Social Responsibility Best Practice

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After the Amendment	Before the Amendment	Description
and safety of its products and services, while establishing and disclosing its policies for consumer rights and interests and enforcing them in the course of business operations so as to prevent the products or services from adversely impacting consumers'rights, interests, health, and safety.		Principles for TWSE/GTSM Listed Companies.
Article24 (Paragraph I is omitted.) The Company shall adhere to relevant regulations and international standardsfor customer health and safety, customer privacy , marketingand labeling of products and services. The Company shall not engage in any activities involving deception, misleading, fraud, or any other behavior that undermines consumers' trust, rights, and interests.	Article23 (Paragraph 1 is omitted.) The Company shall followrelevant laws, regulations and international guidelines when marketing or labeling its products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article25 The Company shall evaluate and manage all types of risks that may cause interruptions in operations to reduce the impact on consumers and society. The Company shall provide a transparent and effective procedure for accepting consumer complaints to fairly and timely handle the complaints. It shall comply withthe Personal Data Protection Act and relevant laws and regulations to respect consumers' rights of privacy and protect personal data provided byconsumers.	Article24 The Company shall provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints and shall comply with laws and regulations for respecting consumers' rights of privacy and protect personal information provided byconsumers.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article26 The Company shall assess the impact its procurement has on society as well as the environment of the community of the supply source, and shall cooperate with suppliers to jointlyimplement CSR. The Company shall formulate a supplier management policy that requires suppliers to follow relevant regulations on issues, including environmental protection, occupational safety and health, or human rights of labor. Prior to business dealings, the Company shall assess whether its suppliers have a record of causing an impact on the environment and society and shall avoid transactions with enterprises whose CSR policies are in conflict with its ones.	Article25 The Company is advised to assess the impact its procurement has on society as well as the environment of the community that it is purchasing from, and shall cooperate with suppliers to jointly implement the corporate social responsibility.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
When the Company enters into a contract with a major supplier, the content shall include terms stipulating compliance with mutual CSR policies and specifying that the contract may be terminated or rescinded any time if the supplier has violated such policies and has caused significant negative impact on the environment and society of the community of the supply source.
Article27 (Omitted)	Article26 (Omitted)	Article number is changed.
Article28 (Paragraph 1 is omitted.) Relevant information relating to corporate social responsibility which the Company shall disclose includes: 1.The policy,systems, or relevant management guidelines, and specific projects regarding CSR, as resolved by the Board of Directors. 2.The risks and the impact on the corporate operations and financial conditions arising from exercising corporate governance, fostering a sustainable environment, and preserving social public welfare. 3.Goals and measures for realizing CSR established by the Company,and performance in implementation. 4.Major stakeholders and their issues of concern. 5.Disclosure of information on major suppliers'management and performance with respect to material environmental and social issues. 6. Other information on corporate social responsibility.	Article27 (Paragraph 1 is omitted.) Relevant information relating to corporate social responsibility which the Company shall disclose includes: 1.The systems, strategies ,policies and relevant guidelines for corporate social responsibility, as resolved by the Board of Directors. 2.The risks and the impact on the corporate operations and financial conditions arising fromexercising corporate governance, fostering a sustainable environment, and preserving social public welfare. 3.Goals and measures for realizing the corporate social responsibility established by the Company. 4.Performance of implementation of the Company's corporate social responsibility. 5. Other information on corporate social responsibility.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article 29 The Company shall adopt widely recognized international standards or guidelines when producing a CSR report to disclose the status of its implementation of the CSR policy. It shall also obtain a third-party assurance or verification of the report to enhance the reliability of the information in the report. The contents shall include: 1.Implementation of CSR policies, systems, relevant management policies,		The original Article 29 is moved to Article 31. This article is newly added in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.

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	Before the Amendment	Description
and specific advancement plans. 2.Major stakeholders and their issues of concern. 3.Results and review of the exercising of corporate governance, cultivation of a sustainable environment, safeguarding of public welfare, and advancement of economic development. 4.Future improvement direction and goals.
Article30 The Company shall continuously monitor the development of the CSR standards at home and abroad and the changes in the business environment to examine and improve the CSR framework it has established and to obtain better results from the implementation of the CSR policy.	Article 28 The Company shall monitor the development of domestic andforeign corporate social responsibility standards and the change in business environment at any time, so as to examine and improve its established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibilitypolicy.	The article number is changed and the content is revised in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Article31 (Omitted)	Article29 (Omitted)	Article number is changed.
Article32 These Principles were established on August 12, 2016. The first amendment was made on March 23, 2018. The second amendment was made on March 27,2020	Article30 These Principles were established on August 12, 2016. The first amendment was made on March 23, 2018.	The article number is changed, and the number and date of amendments are added.

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Attachment 8

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 (Paragraph 1 is omitted.) The term "managerial officers" as used herein refers to the Presidentand positions at the equivalent level, the Vice President and positions at the equivalent level , Associate Vice Presidentand positions at the equivalent level, the head of the Finance Department, the head of the Accounting Department, and the other personnel who are responsible for the Company's management affairs and have the authorization to sign. (Thefollowingis omitted.)	Article 2 (Paragraph 1 is omitted.) Managerial officers referred to in these Codes shall mean presidents, vice presidents ormanagers or their equivalents . (The followingis omitted.)	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.
Article 12 (Paragraph 1 is omitted.) The Company's personnel shall safeguard the legitimate rights and interests of the Company and prevent the occurrence of the following circumstances: 1.Have the opportunity to obtain personal gains by using company assets, company information, or their role in the Company. 2.Obtain personal gains by using company assets, company information, or their role in the Company. 3. Compete with the Company or engage in activities that fall within the Company's business scope for themselves or others. (The following is omitted.)	Article 12 (Paragraph 1 is omitted.) The Company's personnel shall safeguard the reasonable and proper benefits of the Company and prevent the following activities: 1.Seek an opportunityor act to pursue personal gain by using the Company's assets or information or taking advantage of their positions. 2 .Compete with the Companyin violation of the statutory procedures or engage in activities that fall within the Company's business scope for themselves or others. (The followingis omitted.)	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.
Article 13 The Company's personnel shall not engage in any loaning of funds, trading of major assets, provision of endorsements/guarantees, or other transactions that conflict with the Company's interests in the name of themselves or others.The Company shall adopt policies for preventing conflicts of	Article 13 The Company's personnel shall not engage in any lending of funds, trading of major asset, provision of endorsements/guarantees, or other trading that conflicts with the Company's interests in the name of themselves or others.	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
interest and offer appropriate means for the Company's personnel to explain voluntarily if their interest potentially conflicts with that of the Company.
Article 14 (Paragraph 1 is omitted.) When the Directors ormanagerial officers 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 voluntarily and deal with or avoid the situation in a lawful manner. Where the Company’s Directors and managerial officers or their spouses or relatives within thesecond 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 14 (Paragraph 1 is omitted.) When the directors believe that they cannot deal with matters objectively or in favor of the Company, or the transaction or relationship concerned may cause a conflict of interest, the directors and supervisors shall state the same voluntarily and deal with or avoid the situation in a lawful manner. Where the Company’s directors, 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.	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.
Article 21 The Company's personnel shall comply withthe Securities and Exchange Act , other laws and regulations, and the Company's relevant internal control and management regulations.	Article 21 The Company's personnel shall comply with laws and regulations and the Company's internal control regulations and guidelines.	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.
Article 22 The Company’s Directors 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 Guidelines which they discover or reasonably suspect pursuant to the relevant regulationsto managerial officers, head of internal audit, or other appropriate personnel; however, they are prohibited from framing any person. (The followingis omitted.)	Article 22 The Company’s directors 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.)	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.
Article 23 (Paragraphs 1 and 2 are omitted.) Any Director or managerial officer who violates these Guidelines and is held against laws upon a court's judgment in the first instance or upon resolution by the Company’sBoard of Directors,andthe	Article 23 (Paragraphs 1 to 2 are omitted.) Any director 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’sBoard of Directors,andthe	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
Board of Directors renders discipline, the Company shall immediately disclose the name of the violator, date and cause of the violation, violated provisions, and the actions taken on MOPS.The Company shall establish a relevant complaint system to provide the violator with remedies.	Board of Directors renders discipline, the Company shall immediately disclose the name of the violator, date and cause of the violation, violated provisions, and the actions taken on the Market Observation Post System (MOPS).
Article 24 If a Director or managerial officer is exempt from the need to comply with the provisions of these Guidelines, it shall be passed by the Board of Directors via a resolution, and the title and name of the person who is allowed to be exempted, the date of the Board's adoption of the resolution,the Independent Directors' dissenting opinion or qualified opinion, the period during which the exemption applies, the reason for the exemption, as well as the guidelines for which the exemption applies shall be disclosed on MOPS immediately.	Article 24 The exemption of Directors and managerial officers shall be adopted by a resolution of the Board of Directors, and information on the title and name of exempted personnel, the date on which the Board of Directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption shall be disclosed without delay on the MOPS.	Amended in accordance with the Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies.
Article 27 These Guidelines shall be implemented after the approval bymore than half of all Audit Committee members and the resolution adopted by the Board of Directors, and reported to the shareholders' meeting; the same applies to any amendment. If approval by more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The terms "all Audit Committee members"and"all Directors"as stated in the first paragraph shall be counted as the actual number of persons currently holding those positions.	Article 27 These Codes and amendments shall be implemented after the approval of the Audit Committee and the resolution of the Board of Directors and reported to the shareholders' meeting.	The resolution method is specified.

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Attachment 9

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 1: To foster the sustainable andsound development and develop a corporate culture of ethical management, these Principles are established in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. The scope of these Principles is applicable to the Company’s subsidiaries, any institution to which the Company's direct or indirect contribution of funds exceeds 50% of the total fund received, and other juridical persons or institutions which are substantially controlled by the Company (hereinafter referred to as the"Group's businesses and organizations").	Article 1 To foster a corporate culture of ethical management and sustainable development, the “Ethical Corporate Management Best Practice Principles (these Principles) for TWSE/GTSM Listed Companies” are established. These Principles are applicable to business groups and organizations of the Company, which comprise its subsidiaries, any foundation to which the Company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by the Company.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 2: When engaging in commercial activities, directors, managerial officers, employees, and mandataries of the Company or persons having substantive control over the Company ("the Company's personnel") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. The 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 , managers, employees or substantive controllers, or other stakeholders.	Article 2 When engaging in commercial activities, directors, managerial officers, employees, and mandataries of the Company or persons having substantial control over the Company ("the Company's Personnel") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, managerial officers, employees or substantial controllers or other stakeholders.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 5: The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faithand obtain approval from the board of directors, and establishgood corporate	Article 5 The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism,	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
governance and risk control and management mechanism so as to create an operational environment for sustainable development.	so as to create an operational environment for sustainable development.
Article 6: The Companyshall establish ethical management policies in accordance with the operational philosophies in the preceding paragraph,which shall clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs") ,including operational procedures,guidelines, and training. When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its Group's businesses and organizations are operating. In the process of developing the prevention programs, the Company shall negotiate with employees, their representatives, important trading counterparties, or other stakeholders.	Article 6 The Company shall set up the operational procedures and guidelines for the programs to forestall unethical conduct in accordance with the operational philosophies and policies prescribed in Article 5. When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its business group are operating.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 7: The Company shall establish an assessment mechanism for the risk of unethical conduct, analyze and evaluate business activities with a high risk of unethical conduct within the business scope regularly, based on which a prevention program shall be established and the appropriateness and effectiveness of the said program shall be regularly reviewed. The Companyshall refer to the common standards or guidelines at home and abroad to establish the prevention program, which shall cover the following preventive measures: (The followingis omitted.)	Article 7 The prevention programs adopted by the Company shall include preventive measures against the following: (The followingis omitted.)	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 8: The Company shall require Directors and the senior management to issue a statement of compliance with the ethical corporate management policy and shall require the employees to abide by the said policy in the employment terms.	Article 8 The Company shall clearly specify in rulesand external documents the ethical corporate management policies, and the Board of Directors and the management shall commit to carrying out the policies in internal management and in commercialactivities	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
The Companyand the Group's businesses and organizations shall clearly specifythe ethical corporate management policy and the commitment made by the Board of Directors andthe senior management to the active implementation of the policy in their external documentsand on the Company's website ,as well as shall implement the policy in internal management and in commercial activities as stated. For the ethical corporate management policy, statement, commitment, and implementation as set out in Paragraphs I and II, the Company shall produce documented information and keep it properly.
Article 9: The Company shall engage in commercial activities in a fairand transparent manner based on the principle of ethical management. Prior to any commercial transactions, the Company shall consider the legality of its agents, suppliers, clients, or other trading counterparts and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with others, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparts are involved in unethical conduct, the Company may terminate or rescind the contracts at anytime upon verification.	Article 9 The Company shall engage in commercial activities in a fair manner. Prior to any commercial transactions, the Company shall consider the legality of its agents, suppliers, clients, or other trading counterparts and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with others, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparts are involved in unethical conduct, the Company may terminate or rescind the contracts at anytime upon verification.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 10: When conducting business, the Company's personnel shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, including bribes, kickbacks, commissions, and facilitation fees, or otherwise offer or accept improper benefits to or through clients, agents, contractors, suppliers, public servants, or other stakeholders.	Article 10 When conducting business, the Company's Personnel shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, including bribes, kickbacks, commissions, and facilitation fees, or otherwise offer or accept improper benefits to or through clients, agents, contractors, suppliers, public servants, or other stakeholders. However, this is not limited to actions that comply with local regulations.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
Article 11: When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Companyand its personnel shall comply with the Political Donations Act and shall not make such donations in exchange for commercial gains or business advantages.	Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company shall comply with the Political Donations Act and its own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 12: The Company and its personnel shall comply with relevant laws and regulations and internal operating procedures for charitable donations or sponsorships, and shall not pay bribes in disguise.	Article 12 When making or offering donations and sponsorship, the Company's Personnel shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 13: Neitherthe Company nor its personnel shall directly or indirectly offer or accept any unreasonable presents, hospitality, or other improper benefits to establish business relationships or influence commercial transactions.	Article 13 The Company's Personnel shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 13-1: The Company and its personnel shall abide by the relevant regulations of intellectual property, the Company's internal operating procedures, and contractual provisions. Intellectual property shall not be used, disclosed, disposed of, damaged, or otherwise infringed without the consent of the owner of the intellectual property rights.		Added in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
rights.
Article 14: The Company'spersonnel shall exercise the due care of a good administrator to supervise and urge the Company to refrain from unethical conduct, and shall review the implementation results at any time and make continuous improvements to ensure the implementation of the ethical corporate management policy. In order to improve the management of ethical corporate management,the Company shall set up a dedicated unit under the Board of Directors and equip it with sufficient resources and qualified personnel, to be responsible for the formulation and supervision of the	Article 14 The directors of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments, so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Companyshall assign the human resources department and the legal department to be responsible for establishing the ethical corporate management policies. The audit department is also assigned to supervise	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
implementation of the ethical corporate management policy and prevention programs. It is mainly in charge of the following matters, reports to the Board of Directors on a regular basis(at least once a year): 1.Assisting in incorporating integrity and ethical value into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2.Regularly analyzing and evaluating the risks of unethical conduct within the business scope, formulating prevention programs against unethical conduct, and establishing standard operating procedures and behavior guidelines for each task in each program. 3.Planning the internal organization, structure and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4.Promoting and coordinating awareness and educational activities with respect to ethics policy. 5.Developing a whistle-blowing system and ensuring its operating effectiveness. 6.Assisting the Board of Directors and the management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.	and implement the said policies and report to the Board of Directors on a regular basis.

Article 16: The Companys hall adopt policies for preventing conflicts of interestto identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means fordirectors, managerial officers, and other stakeholders attending or present at Board meetings to voluntarily explain whether their interest would potentially conflict with those of theCompany.	Article 16 The Company shall adopt policies for preventing conflicts of interest and offer appropriate means forthe Company's Personnel to voluntarily explain whether their interests would potentially conflict with those of the Company.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before	Description
When the Company's Directors, managerial officers, and other stakeholders attending or present at Board meetings, or the institutions they represent, have direct conflicts of interest with the proposals listed at the Board of the Directors meeting,they shall explain the important contents of their interest at the Board meeting. If it is harmful to the interest of the Company, they shall not join the discussion and voting and shall avoid discussion and voting. In addition, they shall not exercise their voting rights on behalf of other directors. directors shall also exercise self-discipline and must not support one another in improper dealings. (The followingis omitted.)	The directorsshall be highly self-disciplined. When a proposal at a given board of director meeting concerns the personal interest of or the interest of the juristic person represented by any of the directors of the Company, which is likely to prejudice the interest of the Company,the concerned person may express opinions and answer questions but shall not participate in the discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and shall not exercise the voting right as a proxy for another director. Directors shall also exercise self-discipline and must not support one another in improper dealings. (The followingis omitted.)
Article 17: The Company shall establish effective accounting systems and internal control systems forbusiness activities possibly at a higher risk of being involved in unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and implementation of the systems are continuously effective. The internal auditors of the Companyshall draw up the relevant audit plans based on the results of the assessment of the risk of unethical conduct, including the subject to be audited, scope, auditing items, and frequency, and audit the compliance with the prevention programs accordingly, and CPAs may be appointed to perform the audit. When necessary, professionals may be engaged to assist. The audit results in the preceding paragraph shall be reported to the senior management and the dedicated unit in charge of ethical management, and an audit report shall be prepared and submitted to the Board of Directors.	Article 17 The Company shall establish effective accounting systems and internal control systemsfor preventing business activities possibly at a higher risk of being involved in an unethical conduct, so as to ensure that the design and enforcement of the systems are showing results. The internal auditor of the Companyshall periodically examine the Company's compliance with the foregoing systems and prepare audit reports and submit the same to the Board of Directors.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 19: The Chairman, President, or the senior management of the Company shall communicate the importance of corporate ethics to directors, employees, and	Article 19 The Company shall periodically organize training and awareness programs for the Company's Personnel.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for

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After the Amendment	Before the Amendment	Before the Amendment	Description
mandataries on a regular basis. The Company shall host training sessions and advocacy activities for its personnel periodicallyand invite counterparties that are engaged in business activities with the Company so they can fully understand the Company's determination toward ethical corporate management, policies, and the consequences for engaging in unethical conduct. The Company shall incorporate the ethical corporate management policy into its employee performance appraisal system and human resources policy to establish a clear and effective reward and discipline system so as to implement the ethical corporate management policy.	To implement the policies of ethical corporate management, the Company has incorporated the policies of ethical corporate managementinto the performance evaluation system as the basis for the annual performance evaluation.		TWSE/GTSM Listed Companies.

Article 20: The Company shall establish and implement a solid whistle-blowing system, which shall cover at least the following matters: 1.An independent mailbox or hotline shall be established internally and announced publicly or provided by an independent external institution, to allow insiders and outsiders to report. 2.The dedicated personnel or unit appointed shall be designated to handle the whistle-blowing system. Any tip involving a director or senior managerial officer shall be reported to the Independent Directors or Audit committee. The type of reported matters and the standard operating procedures of the investigation shall be formulated. 3.After the investigation of a case reported is completed, the subsequent measures to be taken according to the severity of the circumstances shall be reported to the competent authority or transferred to the judicial agency for investigation if necessary. 4.Case acceptance, investigation processes, investigation results, and relevant documents shall be documented and retained. 5.The identity of the whistle-blower and the content of the case reported shall be kept confidential, and anonymous whistle-blowing is allowed.	Article 20	(Paragraphs 1 to 2)	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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After the Amendment	Before the Amendment	Description
6.Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 7.Whistleblowing incentive measures. The Company's dedicated unit in charge of accepting whistle-blowing cases is the Audit Office. If an investigation reveals a major violation or finds that the Company is at risk of major damage, it shall prepare a report immediately and notify the Independent Directors or the Audit Committee in writing. The Company shall keep the identity of whistle-blowers and the content of reported cases confidential.	The audit department is responsible to handle reported conduct in violation of ethical corporate management. The Company shall keep the identity of whistle-blowers and the content of reported cases confidential.
Article 20-1: The Companyshall clearly establish and publish the disciplinary and grievance system for violations of the ethical management regulations. Any violation of the ethical management regulationswill be handled in accordance with the Company's regulations, and the violator's title, name, date of violation, the content of violation, and the handling situation will be immediately disclosed on the Company's internal website.	Article 20(Paragraph 3) The Companyhas disciplinary and appeal system for handling violations of the ethical corporate management rules.	This article is added, Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 21: The Companyshall establish quantitative data to promote ethical management, continue to analyze and evaluate the effectiveness of the ethical management implementation, as well as disclose ethical management measures, implementation status, the aforementioned quantitative data, and the implementation results on the Company's website, annual report, and prospectus while disclosingthe content of the Ethical Corporate Management Best Practice Principles on MOPS.	Article 21 The Company shall disclosethe implementation of these Principles on its websites, annual reports, and prospectuses.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 23 These Principles shall be approvedby more than half of the members of the Audit Committee and approved by the Board of Directors before implemented; meanwhile, it shall be reported to the shareholders' meeting. The same applies to any amendment. If approval by more than half of all Audit Committee members as required in the	Article 23 These Principles shall be implemented after the Audit Committee and 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.	Amended in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

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	After the Amendment	Before the Amendment	Description
	preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The terms"all Audit Committee members" and"all directors"as stated in the first paragraph shall be counted as the actual number of persons currently holding those positions. (The followingis omitted.)	(The followingis omitted.)
	Article 24 These Principles were established on November 14, 2014. The first amendment was made on March 23, 2018. The second amendment was made on March 27,2020	Article 24 These Principles were established on November 14, 2014. The first amendment was made on March 23, 2018.	The number and date of the amendment hereto are added.

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Attachment 10

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

After the Amendment	Before the Amendment	Description
Article 6: The total amount of capital of the Company is NT$12 billion , being divided into1.2 billion shares with par value of NT$10 per share, and the Board of Directors is authorized to issue shares in installments. In which 50 million shares are reserved as stock option that can be exercised.	Article 6: The total capital of the Company is set at NT$9 billion ,being divided into900 million shares at par value of NT$10 per share, and the Board is authorized to issue the above shares in installments. In which 50 million shares are reserved as stock option that can be exercised.
Article 8: All shareholding matters of the Company are handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority and the Company Act, and other legal regulations.	Article 8 All shareholding matters of the Company is handled in accordance with 'Regulations Governing the Administration of Shareholder Services of Public Companies ' decreed by the supervisory institution, the Company Act, and other legal regulations.	Text slightly corrected.
Article 12: Unless otherwise stipulated by laws and regulations, each shareholder of the Company has one voting right per share, which can be exercised in writing or electronically.	Article 12 Unless otherwise stated by the law, each share of the Company holds one voting right for the Company's shareholders.	With the amendment of the Act.
Article 17: Since the 19th Board of Directors, the Company has established a system of nine Board members (including three independent directors), for a three-year term of service. A nomination system is adopted, and shareholders shall elect directors from the list of candidates. Those who are re-elected may be re-appointed. The professional qualifications, shareholding, restrictions of concurrent holding of positions, nomination and selection methods, and other matters regarding independent directors shall be handledin accordance with the Securities and Exchange Act, the Company Act and other legal regulations.	Article 17 Since the 19th Board of Directors, the Company has established a system of 9 Board members (including 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.	With the amendment of the Act.
Article 21: In compliance with Articles 14-4 of the Securities and Exchange Act, the Company shall establish the Audit Committee, whichshallconsist ofall	Article 21 The Company has established the Audit Committee according to Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of all	With the amendment of the Act.

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After the Amendment	Before the Amendment	Description
independent directors. The Audit Committee, after established on June 22, 2018, shall be responsible for performing the power as a supervisor as provided in the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.	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 22: 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 its directors during their term of service. The insurance method and insured amount shall be resolved by the Board of Directors.	Article 22 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 during their term of service. The insurance method and insured amount shall be resolved by the Board.	Text slightly corrected.
Article 27: With regard to all matters not provided for in the Articles of Incorporation, the Company Actor other laws and regulations shallgovern.	Article 27 Any other matters not set forth in the Articles of Association shall be dealt with in accordance with the Company Act.	With the amendment of the Act.
Article 28 (Paragraphs 1 to 47 are omitted.) The fourty-seventh amendment was made on June 18,2020	Article 28 (Paragraphs 1 to 47 are omitted.) Amendments shall be implemented upon approval from the competent authority.

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Attachment 11

Mercuries & Associates Holding, Ltd.

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

	After the Amendment	Before the Amendment	Description
	Article 2 (Paragraphs 1 to 3 are omitted.) Election or dismissal of directors, change of Articles of Incorporation,reduction of capital, application for cessation of public offering, cancellation of non-compete duty for Directors, capital increase from retained earnings, capital surplus transferred to capital, company dissolution, merger, demerger, or any listed in Paragraph1, Article 185 of the Company Actshall be listed and specified in the convening reason, and shall not be proposed as a extraordinary motion;the main contents shall be placed on the website designated by the competent securities authority or the Company, and the website address shall be stated in the notice. When the convening reason for the shareholders'meeting has stated the full re-election of Directors and the appointment date. After the re-election is completed at the shareholders'meeting, the appointment date shall not be changed via an extraordinary motion or other mean at the same meeting. Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a proposal to the Company for discussion at a general shareholders' meeting. However, only one matter shall be allowed in each single proposal. If a proposal contains more than one matter,s uch proposal shall not be included in the agenda.However, the shareholders'proposals are suggestions to urge the Company to promote public interest or fulfill its social responsibilities, and the Board of Directors shall still include them in the agenda. If proposals from shareholders involve any of the situations specified in the subparagraphs of Paragraph 4,Article 172-1 of the	Article 2 (Paragraphs 1 to 3 are omitted.) Election or discharge of directors alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, shall be itemized in the causes or subjects to be described in the notice, and shall not be brought up as extemporary motions. Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a proposal to the Company for discussion at a regular shareholders' meeting. However, only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, such proposal shall not be included in the agenda. If proposals from shareholders involve any of the situations specified in the subparagraphs of Paragraph 4 of Article 172-1 of the Company Act, the board of directors may refuse to list them as motions to be discussed.	Paragraph 4 is amended in accordance with the amendments to Paragraph 5, Article 172 of the Company Act. Paragraph 5 is added in line with the Ministry of Economic Affairs Official Letter No. Shang—10702417500 issued on August 6, 2018. The paragraph number is changed to 6; the relevant text is revised in accordance with the amendments to Paragraph 1, Article 172-1 of the Company Act and the newly added Paragraph 5.

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After the Amendment	Before the Amendment	Description
Company Act, the Board of Directors may refuse to list them on the agenda. Prior to the book closure date before the convention regular shareholders' meeting, the Company shall give a public notice announcing the acceptance of shareholders' proposals,the acceptance methods of written or electronic proposals, the place and the period for such acceptance; and the said period shall not be fewer than 10 days. (The followingis omitted.)	Prior to the book closure date before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than 10 days. (The following is omitted.)	The paragraph number is changed to 7; the text is revised is in accordance with the amendments to Paragraph 2, Article 172-1 of the Company Act.
Article 6 (Paragraphs 1 and 2 are omitted.) At the shareholders 'meeting convened by the Board of Directors, more than half of the Directors of the Board of Directors shall attend the meeting,and the attendance shall be recorded in the minutes of the shareholders'meeting. (The followingis omitted.)	Article 6 (Paragraphs 1 to 2 are omitted.) Shareholders' meetings convened by the board of directors shall be attended by a majority of the directors. (The following is omitted.)	Relevant text is revised based on the provisions of Paragraph 3, Article 7 of the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.
Article 7 The Company shall begin from the time it accepts shareholder attendance registrations, to make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. (The following is omitted.)	Article 7 The Company shall continuously record the meeting proceeding, and the entire election through both video and audio format. (The following is omitted.)	Relevant text is revised based on the provisions of Paragraph 1, Article 8 of the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.
Article 9 If a shareholders' meeting is convened by the Board of Director, the agenda shall be determined by the Board of Directors.The relevant proposals (including extraordinary motions and amendments to original proposals) shall be decided by voting on a case-by-case basis. The meeting shall proceed according to the scheduled agenda, which shall not be altered without a resolution adopted at the shareholders' meeting. (Paragraphs 2 and 3 are omitted) The Chairperson shall give the opportunity to fullyexplain and discuss theproposals,	Article 9 If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. (Paragraphs 2 to 3 are omitted.) The chair shall allow ample opportunity duringthe meetingfor explanation and	Paragraph 1 is amended in line with the comprehensive implementation of electronic voting by listed companies from 2018 and the spirit of voting on a case-by-case basis. In order to prevent the shareholders' meeting convener with the convening power from excessively restricting the voting time for shareholders,

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	After the Amendment	Before the Amendment	Description
	as well as the amendments or motions proposed by the shareholders. When the Chairperson is of the opinion that a proposal has been sufficiently discussed to a point where it can be put to a vote, the Chairperson may announce the discussion closed and bring the proposal to vote. The Chairpersonshall also allocate sufficient time for voting.	discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.	resulting in shareholders failing to vote in time and thus affecting their exercise of voting rights, the text of Paragraph 4 is amended.
	Article 14 (Paragraphs I and II are omitted.) The year, month, day, place, name of the chairperson, resolution method, discussion method, highlights in the procedure, and voting results(including statistical weights) shall be recordedin the meeting minutes as they are. When there is a director election, the number of votes each candidate receives shall also be recorded. The minutes shall be kept throughout the life of the Company.	Article 14 (Paragraphs 1 to 2 are omitted.) The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.	In order to implement the spirit of voting on a case-by-case basis, Paragraph 3 is amended according to the suggestions from the Asian Corporate Governance Association.

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Attachment 12

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

After the Amendment	Before the Amendment	Description
Article 3: Scope of Assets 1.Investments in stocks, government bonds, corporate bonds, financial bonds, marketable securities representing interest in a fund, depository receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. ( 2 to 9 are omitted.)	Article 3: Scope of Assets 1.Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. ( 2 to 9 are omitted.)	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Article 4: Definition of terms ( 1 to 6 are omitted.) 7.Mainland China area investment : Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 8.Most recent financial report: refers to the financial statements that have been publicly verified or audited by a CPA prior to the acquisition or disposal of assets.	Article 4: Definition of terms ( 1 to 6 are omitted.) 7.Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 8." Most recent financial report" refers to the financial statements that have been publicly verified or audited by a CPA prior to the acquisition or disposal of assets.	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Article 5: Limitation on the amount of real property and right-of-use assets thereof or securities acquired by the Company and each subsidiary for non-operating use are as follows: (1) (Omitted) (2) The amount of total investment in marketable securities shall be no more than 150% of the Company's net worth. (3) (Omitted)	Article 5: Limitation on the amount of real property and right-of-use assets thereof or securities acquired by the Company and each subsidiary for non-operating use are as follows: (1) (Omitted) (2)The amount of total investmentin short- and long-term securities shall be no more than 150% of the Company's net worth. (3) (Omitted)	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
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. When a transaction involving the acquisition and disposal of assets is submitted for discussion by the board of directors,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. When 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	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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	After the Amendment	Before the Amendment	Description
	shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. (Paragraph 2 is omitted.) The all Audit Committee members and the all Directors in the preceding paragraphs refer to the actual incumbents.	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. (Paragraph 2 is omitted.)
	Article 7: Procedures for obtaining or disposing of real estate, equipment or right-of-use assets thereof 1.Appraisal and operational procedures The Company acquires or disposes of real estate, equipment or right-of-use assets thereof in accordance with the internal control system of fixed assets recycling procedures. 2.Decision-making procedures for setting transaction criteria and authorized transaction amounts (1)For acquisition or disposal of real estate orright-of-use assets thereof , the transaction conditions and prices shall be determined based on the the announced current value, appraised value, and actual transaction prices of the nearby real estate; an analysis report shall be drawn up and submitted to the Chairman. Amount less than NT$20 million shall be submitted to the Chairman for approval and reported, after the transaction is completed, at the upcoming meeting of the Board of Directors; amount exceeding NT$20 million shall be approved by the Board of Directors before execution. (2)In acquiring or disposing of real property, equipment, or right-of-use assetsthereof ,the Company shall choose from either compare pricing, negotiation, or bidding process. For a transaction below NT$20 million (inclusive), the responsible units can exercise decision-making rights; for each transaction over NT$20 million, approval of theChairman is required	Article 7: Procedures to Acquiring or Disposing of Equipment or Right-of-use Assets 1.Appraisal and operational procedures The Company abides by the Company's internal control system in handling any acquisition or disposal of real property or equipment. 2.Decision-making procedures in setting transaction criteria and authorized transaction amounts (1)In acquiring or disposing of assets, the Company shall take publicly-announced current value, appraisal value, and real transaction price of nearby real estate into consideration for the transaction criteria and price. The above information shall be compiled into an analysis report and submitted to the President. For transaction whose amount is no more than NT$20 million, the transaction shall be submitted for the President for approval and submitted to the most recent Board meeting on an after-event basis. For those that exceed NT$20 million, the transaction shall not proceed unless approval from the Board has been received. (2)In acquiring or disposing of real property, equipment, or right-of-use assets, the Company shall choose from either compare pricing, negotiation, or bidding process. For a transaction below NT$20 million (inclusive), the responsible units can exercise decision-making rights; for each transaction over NT$20 million, approval of theChairman is required	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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After the Amendment	Before the Amendment	Description
and approval of the Board of Directors shall also be obtained prior to execution. 3.Implementing unit In acquiring or disposing of real property, equipment, or right-of-use assets thereof, the preceding paragraph shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit. 4.Appraisal report for real property or equipment For the Company’s acquisition or disposal of real estate, equipment, or right-of-use assetsthereof ,except for transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, when the transaction amount reaches 20% of the Company’s paid-in capital or more than NT$300 million, an appraisal report issued by a professional appraiser shall be issued before the date of the occurrence of the fact in accordance with and the following rules: (The followingis omitted.)	and approval of the Board of Directors shall also be obtained prior to execution. 3.Implementing Unit In acquiring or disposing of real property or equipment, or right-of-use assets, the preceding paragraph shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit. 4.Appraisal report for real property or equipment Except transactions with government agencies, contracting third parties to construct on land owned or rented by the Company, or acquisition of equipment or right-of-use assets for business use, for acquisition or disposal of real property, equipment, or right-of-use assets by the Company whose amount reaches 20% of the Company's paid-in capital or more than NT$300 million, an appraisal report issued by the professional appraiser shall be obtained (appraisal report shall disclose such items in accordance with Attachment 1 )prior to the date of the event and the following provisions shall be complied with: (The followingis omitted.)
Article 8: Procedures for Acquisition or Disposal of Securities Investment 1.Appraisal and operational procedures The Company'sacquisition or disposal of marketable securities shall be handled in accordance with the investment cycle procedures stipulated in the Company's internal control system. 2.Decision-making procedures for setting transaction criteria and authorized transaction amounts (1)Theacquisition or disposal of marketable securities in the stock exchange market or an OTC market shall be determined by the responsible unit according to market conditions. When the transaction amount is NT$100 million or less, it shall be approved by the Chairman and shall be, after the transaction is completed,reported at the upcoming	Article 8: Procedures for Acquiring or Disposing of Securities Investment 1.Appraisal and operational procedures The Company abides by the Company's internal control system in handling any acquisition or disposal ofshort or long-term securities. 2.Decision-making procedures in setting transaction criteria and authorized transaction amounts (1)The acquisition or disposal of securities traded at the securities exchange or on an OTC market shall be decided by the responsible unit based on market conditions. For amounts less than NT$100 million (inclusive), the President shall approve of the transaction and submitted to the most recent Board meeting on an after-event basis.An analysis report on the	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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After the Amendment		Before the Amendment		Description
Board of Director meeting, along with an analysis report on the unrealized profit or loss on securities; when the amount exceeds NT$100 million, it shall be submitted to the Board of Directors for approval before execution. (2)For theacquisition or disposal of marketable securities that are not in the stock exchange market nor an OCT market, the latest CPA audited or reviewed financial statements of the target company shall be taken as the reference for evaluating the transaction price before the occurrence of the fact. The net worth per share, profitability, and future development potential shall be considered. When the transaction amount is NT$30 million or less, it shall be approved by the Chairman and shall be, after the transaction is completed, reported at the upcoming Board of Director meeting, along with an analysis report on the unrealized profit or loss on securities; when the amount exceeds NT$30 million, it shall be submitted to the Board of Directors for approval before execution. 3.Implementing unit The Company’sacquisition or disposal of securities shall be approved on a level-by-level basis in accordance with the approval method as in the preceding paragraph before executed by the financial and accounting unit . 4.Obtaining expert opinion (1) In acquiring or disposing of securities, the Company shall seek for CPA's opinion on the fairness of the transaction price for transactions exceeding 20% of the Company's paid-in capital or NT$300 million. If an expert's opinion should be adopted by the CPA, this shall be carried out in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. But target companies that have open market rates in an active market or otherwise regulated by the FSC do not fall under this constraint.	unrealized interest or loss for theshort or long-term securities shall also be submitted. For amounts exceeding NT$100 million, approval from the Board shall be obtained. (2)In the acquisition or disposal of another company's shares not traded in securities exchange or OTC market, the net worth per share, profitability, and future potentials of said company shall be taken into consideration for the pricing, and trading prices at the time of the event shall be used as reference. For amounts less than NT$30 million (inclusive), the President shall approve of the transaction and submitted to the most recent Board meeting on an after-event basis. An analysis report on the unrealized interest or loss for the short or long-term securities shall also be submitted. For amounts exceeding NT$30 million, approval from the Board shall be obtained. 3.Implementing Unit The financial unit shall be responsible for the acquisition and disposal of securities upon deciding on the decision-making rights in the above clause. 4.Obtaining expert opinion (1)In acquiring or disposing of securities, the Company shall seek for CPA's opinion on the fairness of the transaction price for transactions exceeding 20% of the Company's paid-in capital or NT$300 million. If an expert's opinion should be adopted by the CPA, this shall be carried out in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. But target companies that have open market rates in an active market or otherwise regulated by the FSC do not fall under this constraint.

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After the Amendment	Before the Amendment	Description
(2) (Omitted.)	(2) (Omitted)
Article 9: Procedures for Handling Related Party Transactions 1.In acquiring or disposing of assets from and with its related parties, the Company shall, in addition to handling relevant resolution procedures and assessing the reasonableness of the transaction conditions in accordance with the provisions of Article 7, Article 8, Article 10, and this article, obtain an appraisal report from a professional appraiser or CPA’s opinion if the transaction amount reaches 10% or more of the Company’s total assets. When judging whether a trading counterpart is a related party, besides legal definitions, the substantial relations shall also be taken into consideration. 2.Appraisal and operating procedures (1) Omitted. 1. (Omitted) 2. (Omitted) 3.With respect to the acquisition of real estate or right-of-use assets thereof from a related party, information regarding the reasonableness of the pre-determined transaction terms shall be evaluated in accordance with Subparagraphs (1) to (4) and (6), Paragraph 3 under this article. (4 to 7 are omitted) (2) (Omitted) (3) (Omitted) (4) (Omitted) 3.Evaluation of the reasonableness of the transaction costs (1) (Omitted) (2) (Omitted) (3) (Omitted) (4) (Omitted) 1. (Omitted) 2. (Omitted) 3. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block andwithin a distance of no	Article 9: Procedures of Handling Related Party Transactions 1.When engaging in any acquisition or disposal of assets from or to a related party, the Company shall implement decision-making processes and the appraisal of the reasonableness of transaction terms in accordance with Articles 7, 8, and 10 and this article. If the transaction amount reaches 10% or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the Procedures. When judging whether a trading counterparty is a related party, in addition to legal formalities, the Company shall consider the substance of the relationship. 2.Appraisal and operational procedures (1) (Omitted) 1. (Omitted) 2. (Omitted) 3. With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3(1)and (4) under this article. (4 to 7 are omitted) (2) (Omitted) (3) (Omitted) (4) (Omitted) 3.Evaluation of the reasonableness of the transaction costs (1) (Omitted) (2) (Omitted) (3) (Omitted) (4) (Omitted) 1. (Omitted) 2. (Omitted) Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than500meters or	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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After the Amendment	Before the Amendment	Description
more than 500 meters or parcels close in assessed present value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or recognition of the right-of-use assets thereof. (5) Where the Company acquires real estate or right-of-use assets thereof from a related party, and the appraisal results conducted in accordance with the provisions of Subparagraphs (1)to (4) and (6) , Paragraph 3 under this article are all lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, based on the difference between the transaction price of real property or right-of-use assets and the appraised costs, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another publicly-listed company, the special reserve shall be set aside pro rata in a proportion in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor leased at a premium, or they have been disposed of,or the leasing contract has been terminated, or adequate compensation has been made,or the statusquo ante has	parcels close in assessed present value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or recognition of the right-of-use assets. (5) Where the Company acquires real property or right-of-use assets from a Related Party and the results of appraisals conducted in accordance with the provisions of Paragraph 3 (1) and(2) of this article are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, based on the difference between the transaction price of real property or right-of-use assets and the appraised costs, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another publicly-listed company, the special reserve shall be set aside pro rata in a proportion in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until the Company has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that no unreasonableness can be found in the transaction,and the

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	After the Amendment		Before the Amendment	Description
been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. 2. (Omitted) 3. (Omitted) (6) Where the Company acquires real estate or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the relevant appraisal and procedures in Paragraph 2 of this article, and the provisions of evaluation of the reasonableness of transaction cost in Subparagraphs (1), (2), and (3), Paragraph 3 of this article do not apply: 1. (Omitted) 2. (Omitted) 3. (Omitted) 4. The real estate right-of-use assets for business use are acquired by the Company with its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 % of the issued shares or authorized capital. (7) Omitted.		(6) (7)	FSC's consent has been obtained. 2. (Omitted) 3. (Omitted) Where the Company acquires real property or right-of-use assets from a Related Party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Paragraphs 1 and 2 of this article pertaining to appraisal and operation procedures, and Subparagraphs 1, 2, and 3, Paragraph 3 do not apply: 1. (Omitted) 2. (Omitted) 3. (Omitted) (Omitted)
Article 10: The Procedures for Acquisition or Disposal of Memberships or Intangible Assetsor Right-of-use Assets Thereof 1.Appraisal and operational procedures The Company abides by its internal control system in handling any acquisition or disposal of membership or intangible assetsor right-of-use assets thereof. 2.Decision-making procedures for setting transaction criteria and authorized transaction amounts (1) (Omitted) (2) In acquiring or disposing of intangible assetor right-of-use assets thereof ,expert appraisal or fair market price shall be taken into consideration in deciding the trading criteria, conditions, and pricing. The above information shall be compiled into an analysis report and submitted		Article 10: Procedures to acquire or dispose of membership or intangible asset 1.Appraisal and operational procedures The Company abides by its internal control system in handling any acquisition or disposal of membership or intangible asset. 2.Decision-making procedures in setting transaction criteria and authorized transaction amounts (1) (Omitted) (2) In acquiring or disposing of intangible asset, expert appraisal or fair market price shall be taken into consideration in deciding the trading criteria, conditions, and pricing. The above information shall be compiled into an analysis report and submitted to the President.For transaction amount		Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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After the Amendment		Before the Amendment	Description
to the President. For transaction amount below 10% of the paid-in capital or less than NT$20 million, the President's approval shall be attained and the transaction shall be reported to the most recent Board meeting after-the-event. For transactions exceeding NT$20 million, the Board shall approve of the deal before the event. 3.Implementing unit In acquiring or disposing of membership certificate or intangible asset or right-of-use assets thereof, the above Article shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit. 4.Professional appraisal reports on the memberships or intangible assetsor right-of-use assets thereof (1) (Omitted) (2) In acquiring or disposing of intangible assetor right-of-use assets thereof whose amount exceeds 10% of the Company's paid-in capital or exceeding NT$20 million, an expert shall be required to submit an appraisal report. (3) The company acquires or disposes of memberships or intangible assets or right-of-use assets thereof and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. 5.(Omitted.)		below 10% of the paid-in capital or less than NT$20 million, the President's approval shall be attained and the transaction shall be reported to the most recent Board meeting after-the-event. For transactions exceeding NT$20 million, the Board shall approve of the deal before the event. 3.Implementing Unit In acquiring or disposing of membership certificate or intangible asset, the above Article shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit. 4.Expert's appraisal report for membership or intangible asset (1) (Omitted) (2) In acquiring or disposing of intangible asset whose amount exceeds 10% of the Company's paid-in capital or exceeding NT$20 million, an expert shall be required to submit an appraisal report. (3) When acquiring or disposing of memberships or intangible assets worthy of 20 percent of paid-in capital or more or NT$300 million or more, except for transactions with government agencies, the company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of No. 20 of the Statements of Auditing Standards released by the Accounting Research and Development Foundation. 5.(Omitted)
Article 11: Processes to handle acquisition or disposal of claims of financial institutions, the Companydoes not engage in acquisition		Article 11: Processes to handle acquisition or disposal of claims of financial institutionsin principle ,theCompanydoes not engage in	The expression of this paragraph is slightly amended.

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After the Amendment	Before the Amendment	Description
or disposal of claims of financial institutions. If the Company intends to do so in the future, such transactions must be presented to and approved by the Board of Directors before establishment of corresponding evaluation and operating procedures.	acquisition or disposal of claims of financial institutions. If the Company intends to do so in the future, such transactions must be presented to and approved by the Board of Directors before establishment of corresponding evaluation and operating procedures.
Article 11-1: The calculation of the transaction amounts referred to inArticle 7, Article 8, and Article 10 shall be done in accordance with Subparagraph (7), Paragraph 1, Article 14, herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	Article 11-1: In acquiring or disposing of real property or equipment, securities, membership , right-of-use assets, and other intangible asset, or transactions with related party, the calculation of the transaction amount shall be processed in accordance with Paragraph 1 (7) in Article 14. Within the preceding year refers to one year from the actual date of acquisition, and those that have obtained an appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article are not required to abide bythis Article.	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Article 13: Procedures to Handle Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares 1.Appraisal and operational procedures (1)When the Company conducts a merger, demerger, acquisition, or transfer of shares, the Company shall engage a certified public accountant, attorney, or securities underwriter to settle on a timeline, and to form a project group to carry out the transaction. Prior to convening the Board of Directors to resolve on the matter, the CPA, attorney, or securities underwriter shall give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it the Board for resolution. However, where the Company merges the subsidiaries whose issued shares or total capital are wholly owned by itself directly or indirectly, or the subsidiaries whose issued shares or total capital are wholly owned by the Company directly or indirectly are merged together, the Company may be exempted from obtaining the aforementioned opinion on the reasonableness from the expert.	Article 13: Procedures to Handle Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares 1.Appraisal and operational procedures (1)When the Company conducts a merger, demerger, acquisition, or transfer of shares, the Company shall engage a certified public accountant, attorney, or securities underwriter to settle on a timeline, and to form a project group to carry out the transaction. Prior to convening the Board of Directors to resolve on the matter, the CPA, attorney, or securities underwriter shall give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Audit Committee and the Board for resolution. At least one-half of all Audit Committee members shall give their consent. However, where the Company merges the subsidiaries whose issued shares or total capital are wholly owned by itself directly or indirectly, or the subsidiaries whose issued shares or total capital are wholly owned by the Company directly or indirectly are merged together, the Company may be exempted from obtainingthe aforementioned opinion	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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After the Amendment	Before the Amendment	Description
(2) (Omitted) 2.Other Important Measures (1) to (5) are omitted (6)Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, The Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Subparagraphs (1), (2), (5)and (7) , to (9) Paragraph 2 of this article. (7)When participating in a merger, demerger, acquisition, or transfer of another company's shares, company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference: 1. Basic identification data for personnel: Including the titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information. 2. (Omitted) 3. (Omitted) (8) to (9) are omitted.	on the reasonableness from the expert. (2) (Omitted) 2.Other Important Measures (1) to (5) are omitted (6)Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Paragraph 2 (1)date of Board meeting ,Paragraph 2 (2)Confidentiality agreement before-the event ,and Paragraph 2 (5) changes in numbers of participating companies. (7)When participating in a merger, demerger, acquisition, or transfer of another company's shares, company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference: 1. Basic identification data for personnel: Including the titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information. 2. (Omitted) 3. (Omitted) (8) to (9) are omitted.
Article 15: The Company's subsidiaries shall be governed by the following: 1.(Omitted) 2.When a subsidiary acquires or disposes of assets, it shall be handled in accordance with the Company ’s procedures for acquisition or disposal of assets. If the Company does not have such procedures in place, it shall be handled in accordance with the Procedures. 3.Information required to be publicly announced and reported in accordance with the provisions ofArticle 14 on the acquisition and disposal of assets bythe	Article 15: The Company's subsidiaries shall be governed by the following: 1.(Omitted) 2.When a subsidiary acquires or disposes of asset, relevant internal Company policies shall be enforced accordingly. 3.The Company's subsidiary is not a domestic public listed company, hence, the Company will proceed with the disclosure and report if the subsidiarysatisfies the	Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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	After the Amendment		Before the Amendment	Description
	Company's subsidiary that is not itself a domestic public company shall be announced publicly by the Company on behalf of the subsidiary. 4. (Omitted)	criteria set forth in Chapter 3 pertaining to the public disclosure items ofthe Regulations Governing the Acquisition and Disposal of Assets by Public Companies of ROC. 4. (Omitted)
	Article 17 Implementation and Amendment The procedures shall first be approved by more than half of all members of the Audit Committee and approved by the Board of Directors via a resolution before submitted to the shareholders’ meeting for approval. The same shall apply to any amendment. Paragraphs 2and 3 of Article 6-1 apply mutatis mutandis. When the above Procedures are submitted for discussion in the Board meeting, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.	Article 17: Implementation and Amendment This procedure and any amendments thereto, shall be approved by the Audit Committee and the Board, and reported at the Shareholders’ Meeting for approval prior to implementation. The same procedures apply to any amendments, which shall be subject to mutatis mutandis application of Paragraph 2, Article 6-1. When the above Procedures are submitted for discussion in the Board meeting, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.		Amended in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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Attachment 13

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

Before	and After the 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. However, major endorsements/guarantees shall be approvedby more than one-half of all members of the Audit Committee, and submitted to the Board of Directors for approval,and the provisions of Paragraphs 2 and 3, Article 15 shall apply mutatis mutandis. 2.(Omitted) 3.When the Company makes endorsements/guarantees for others, the opinions of each Independent Director shall be fully considered, and the specific opinions and objection expressing assent or dissent and the reasons for dissent shall be included in the minutes of the Board meeting. (The following is omitted.)	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 submits endorsements/guarantees prescribed in Subparagraphs1, 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. (The following is omitted.)	Amended in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
Article 15 Implementation and Amendment Approved by the Board of Directors and bymore than halfofall Audit	Article 15 Implementation and Amendments Resolved by the Board of Directors and bymore than halfofall Audit	Amended in accordance with the Regulations Governing Loaning of Funds andMaking of

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	After the Amendment	Before the Amendment	Description
	Committee members, these procedures shall be submitted 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 opinion to the shareholders' meeting for discussion. The same shall apply to any amendments. (Paragraph 2 is omitted.) The terms"all Audit Committee members"and"all Directors"as stated in the first paragraph shall be counted as the actual number of persons currently holding those positions. When the Company submits these procedures to the Board of Directors for discussion in accordance with the provision of Paragraph 1, the opinions of the Independent Directors shall be fully considered. If any Independent Director has a dissenting or qualified opinion, it shall be recorded in the minutes of the Board meeting.	Committee members, these Procedures shall be submitted 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 opinionsto the Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to these Procedures. (The following is omitted.)	Endorsements/Guarantees by Public Companies.
	Article 16 Dates of Amendments These Procedures were amended and adopted by the shareholders' meeting on June 20, 2003. (Omitted) The eighth amendment was made on June 14, 2019. The ninth amendment was made on June 18, 2020.	Article 16 Dates of Amendments These Procedures were amended and adopted by the shareholders' meeting on June 20, 2003. (Omitted) The eighth amendment was made on June 14, 2019.	The number and date of the amendment here to are added.

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Attachment 14

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

Before	and After the Amendment
After the Amendment	Before the Amendment	Description
Article 5 Aggregate Amount of Loans and Maximum Amount Permitted to a Single Borrower (Paragraphs 1 to 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 or loans between the Company and such foreign companies; however, the amount of loans and the limit of the loan for individual recipient shall be governed by the procedures for loaning of funds to other parties established by each subsidiary. The duration of each loan shall be within a period that does exceed oneyear.	Article 5 Aggregate Amount of Loans and Maximum Amount Permitted to a Single Borrower (Paragraphs 1 to 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 or loans between the Company and such foreign companies; 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 one year.	Amended in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
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. However, major loaning of funds to others shall be submitted to the Board of Directors for resolution after approval bymore than half of all members of the Audit Committee,and the provisions of Paragraphs 2 and 3, Article 19, shall apply mutatis mutandis. (Paragraph 2 is omitted.) The "certain limit of amount" referred to in the preceding paragraph shall be in compliance withSubparagraph 2, Paragraph 1, Article 5. In addition, the authorized limit of amount of a loan lended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth of the lending company in the most recent financial statements. (The following is omitted.)	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. (Paragraph 2 is omitted.) The "certain monetary limit" referred to in the preceding paragraph shall be in compliance withParagraph 2 ,Article 5. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth of the lending company in the most current financial statements. (The following is omitted.)	Amended in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

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After the Amendment	Before the Amendment	Description
Article 11 Repayment 1.When a borrower repays loans upon maturity, interests accrued shall be computed first. After the interests and principal are paid off altogether, the Company may cancel certificates of the obligatory claim, such as promissory notes or certificate of indebtedness, and then return them to the borrower. 2. (Omitted)	Article 11 Repayment 1.When a borrower repays loans upon maturity, interests accrued shall be computed first. After the interests and principal are paid off altogether, the Company may cancel certificates of the obligatory claim, such as promissory notes and certificate of indebtedness, and then return them to the borrower. 2. (Omitted)	Text slightly corrected.
Article 19 Implementationand Amendment Resolved by more than half of all Audit Committee members and by the Board of Directors, these procedures shall be submitted to the shareholders' meeting for approval before implementation. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to the shareholders' meeting for discussion. The same shall apply to any amendments. (Paragraph 2 is omitted.) The terms"all Audit Committee members"and"all Directors"as stated in the first paragraph shall be counted as the actual number of persons currently holding those positions. When the Company submits these procedures to the Board of Directors for discussion in accordance with the provision of Paragraph 1, the opinions of the Independent Directors shall be fully considered. If any Independent Director has a dissenting or qualified opinion, it shall be recorded in the minutes of the Board meeting.	Article 19 Implementation Resolved by more than half of all Audit Committee members and by the Board of Directors, these Procedures shall be submitted 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 opinionsto the Audit Committee and for discussion by the shareholders' meeting. (The following is omitted.)	Amended in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
Article 20 These Procedures were established on March 19, 1988. (Omitted) The ninth amendment was made on June 14, 2019. The tenth amendment was made on June 18, 2020.	Article 20 These Procedures were established on March 19, 1988. (Omitted) The ninth amendment was made on June 14, 2019.	The number and date of the amendment here to are added.

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Appendix 1 Mercuries & Associates Holding, Ltd. Rules and Procedures for Board of Director Meetings (before Amendment)

Approved by the Board of Directors on March 25, 2003 Amended by the Board of Directors on April 23, 2004 Amended by the Board of Directors on December 26, 2006 Amended by the Board of Directors on April 29, 2008 Amended by the Board of Directors on October 31, 2012 Amended by the Board of Directors on March 23, 2018

Article 1: These Rules and Procedures are established in accordance with the Securities and Exchange Act and related regulations. Except as otherwise provided, meetings of the Board of Directors shall be organized in accordance with these Rules and Procedures.
Article 2: A board of director meeting shall be notified to each director and at least seven days in advance. The notice shall specify the place and time of the board of director meeting and the reasons for calling the board of director meeting. In emergency circumstances, however, a meeting may be called on shorter notice. Directors shall not raise any objections if they are notified of a board of director meeting within seven days in advance. The notice set forth in this Article may be effected by means of electronic transmission, after obtaining the prior consent from the recipients thereof.
Article 3: When a meeting of the Board of Directors is held, an attendance book shall be made ready for signature by directors attending the meeting. All directors shall attend board meetings in person except they may appoint other directors to attend as their proxies pursuant to the Company's articles of incorporation.

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

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

A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.

Article 4: A board of director meeting shall be held at the location of the Company or at a place convenient to all directors and suitable for holding such a meeting.
Article 5: The Board of Directors shall meet at least once every two months. Meetings of the Board of Directors shall be called and chaired by the chairman of the Board. However, the first meeting of each newly elected Board of Directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected. If there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so.

When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall represent in place of the chairman; there is no vice Chairman or the vice chairman is also on leave or for any reason unable to exercise the power of the vice chairman, the chairman shall appoint one of the directors to represent as the chairman. Where the chairman does not make such a designation, the directors shall elect one person from among themselves to represent as the chairman.

A director who is unable to attend a board of director meeting may issue a power of attorney with

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the range of authority indicated to delegate another director as a proxy, but each proxy may only accept the delegation of one director only.

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

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

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

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

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

Article 6-1: Meeting agenda items for regular board of director meetings shall include at least the following:
Report Items:
- (1) Minutes of the last meeting and actions arising.
- (2) Reporting on important financial and business matters.
- (3) Reporting on internal audit activities.
- (4) Other important matters to be reported.
Discussion Items:
- (1) Items discussed and continued from the last meeting.
- (2) Items for discussion at this meeting.
Extraordinary motions.

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

Corporate business plan.
Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system.
Adoption or amendment of procedures for acquisition and disposal of assets, engaging in derivative trading, lending funds to other parties, and endorsement and guarantee in accordance with Article 36-1 of the Securities and Exchange Act.
Offering, issuance, or private placement of any equity-type securities.
Appointment or discharge of a financial, accounting, or internal audit officer.
Donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of director meeting for retroactive recognition.
Items required by Article 14-3 of the Securities and Exchange Act, other laws, or the articles of incorporation to be approved by resolution at a shareholders' meeting or board of director meeting, or major issues prescribed by the authority in charge.
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The term "related party" in Subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

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

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

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

Article 7: Minutes shall be prepared of the discussions at board of director meetings. The meeting minutes shall record the following:
Session, time, and place of the meeting.
Name of the chairperson
Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.
Names and titles of those attending the meeting as nonvoting participants.
Name of the minute taker.
Report items: Names and titles of reporters and important opinions expressed by directors, experts and other persons.
Discussion items: the method of resolution and the result for each proposal; a summary of the comments made by directors, 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.
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, 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.
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.

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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, and attendant within 20 days after the meeting and permanently preserved by the Company.

Article 8: In case of any disputes over proposals at a board of director meeting, they shall be fully discussed by the directors and put to voting by the chairperson.
Any 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:
Any matter about which an independent director expresses dissenting or 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.
Article 9: Each director has one vote. Except as otherwise provided, a resolution on a matter at a board of director meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors; however, when a proposal comes to a vote at a board of director meeting, if the chairperson puts the matter before all directors present at the meeting and none voices an objection, the matter is deemed approved with the same effect as voting.
Article 10: Directors shall be highly self-disciplined. If any director or a juristic person represented by the director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may express his/her opinions but shall not participate in any discussion or voting on that agenda item; further, he/she shall enter recusal during the discussion and voting on that item and shall not act as another director's proxy to exercise the voting right on that matter. Directors shall also exercise self-discipline among themselves and avoid collusion.

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

Article 11: For voting on matters at board of director meetings, the chairperson may appoint the counting personnel, and all directors present serve as the monitoring personnel. The results of voting shall be announced on-site by the chairperson and recorded.
Article 12: Apart from matters referred to in Paragraph 1 of Article 6-2, which are required to be submitted for discussion by the Board of Directors, when the Board of Directors delegates any exercise of its powers pursuant to laws or regulations or the Company's articles of incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.
Article 13: If there is one or more managing director on the Board of Directors, these Rules and Procedures shall apply mutatis mutandis to the procedure for meetings of the managing directors, provided that if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.
Article 14: Matters not specified in these Rules and Procedures shall be governed by the Company Act, the Company's articles of incorporation, and other related laws and regulations.
Article 15: The establishment and amendments of these Rules and Procedures shall be approved by the Board of Directors.
Article 16: The amendments of these Rules and Procedures shall be implemented after the adoption by the shareholders' meeting.
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Appendix 2 Mercuries & Associates Holding, Ltd. Corporate Governance Best Practice Principles (before Amendment)

Chapter I General Provisions

Article 1

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

Article 2

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

Ensure shareholders’ rights and interests.
Improve the function of the Board of Directors.
Fulfill the function of the Audit Committee.
Respect stakeholders’ rights and interests.
Improve information transparency.

Article 3

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

The adoption or amendment of the internal control system of the Company 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 by resolution When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of a board of director meeting.

The Company shall perform self-assessments of the internal control system. The Board of Directors and management shall review the results of self-assessments performed by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee 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 management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an on-going basis, and to assist the Board of Directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.

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

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

Article 3-1

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

Handle corporate registration and amendment registration.
Handle matters relating to board of director meetings and shareholders' meetings according to laws, and assist the Company with compliance with laws and regulations governing such meetings.
Keep the minutes of board of director meetings and shareholders' meetings.
Furnish information required for business execution by directors, and update them on developments of laws and regulations relating to the operation of the Company in order to assist them with legal compliance.
Handle affairs relating to investor relations.
Handle other matters set out in the articles of incorporation or contracts.

Chapter II Protection of Shareholders' Rights and Interests

Section 1 Encouraging Shareholders to Participate in Corporate Governance Article 4

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

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

Article 5

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

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

Article 6

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

For a shareholders' meeting called by the Board of Directors, it is advisable that the chairman of the Board chair the meeting, that a majority of the directors (including at least one independent director)

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attend in person, and that at least one member of each functional committee attend as representative. Attendance details shall be recorded in the shareholders meeting minutes.

Article 7

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

The Company that employs electronic voting at a shareholders' meeting is advised to avoid raising extraordinary motions and amendments to original proposals, and is advised to adopt a candidate nomination system for the election of directors.

The Company is advised to arrange their shareholders to vote on each separate proposal in the shareholders' meeting agenda, and then put the voting results, namely the numbers of votes cast for and against and the number of abstentions, on the Market Observation Post System the same day. If the Company distributes souvenirs at its shareholders' meeting, it shall not practice differential treatment or discrimination.

Article 8

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

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

Article 9

The chairperson of the shareholders' meetings shall be fully familiar and in compliance with the Rules and Procedures of Shareholders' Meeting established by the Company. The chairperson shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will. To protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of the Rules and Procedures of Shareholders Meeting, it is advisable for the members of the Board of Directors other than the chairperson of the shareholders' meeting to promptly assist the attending shareholders at the shareholders' meeting in electing a new chairman of the shareholders' meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.

Article 10

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

To treat all shareholders equally, it is advisable that the Company concurrently disclose the information under the preceding paragraph in English.

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

Article 11

Shareholders shall be entitled to profit distributions by the Company. To ensure the investment

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

Article 12

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

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

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

Section 2 Establishing a Mechanism for Interaction with Shareholders Article 13

To protect the rights and interests of shareholders, it is advisable that the Company designate employees exclusively dedicated to handling shareholder proposals, inquiries, and disputes. The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholders' rights and interests were damaged by a resolution adopted at a shareholders' meeting or a board of director meeting in violation of applicable laws, regulations, or the Company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company's articles of incorporation by any director, supervisors or managers in performing their duties.

It is advisable that the Company adopt internal procedures for appropriate handling of matters referred to in the preceding two paragraphs, and that it keep relevant written records for future reference and incorporate the procedures in its internal control system for management purposes. Article 13-1

The Board of Directors of the Company is responsible for establishing a mechanism for interaction with shareholders to enhance mutual understanding of the development of the Company's objectives. Article 13-2

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

Section 3 Corporate Governance Relationships between the Company and Its Affiliated Enterprises Article 14

The Company shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises (subsidiaries which are substantially controlled by the

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Company or 50% of whose shares are directly or indirectly held by the Company) with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls.

Article 15

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

Article 16

The Company shall establish sound objectives and systems for management of finance, operations, and accounting in accordance with applicable laws and regulations. It shall further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks, customers and suppliers, and implement the necessary control mechanisms to reduce credit risk.

Article 17

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

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

Article 18

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

It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the Company to conduct any business which is contrary to normal business practice or not profitable.
Its representative shall follow the rules implemented by its company with respect to the exercise of rights and participation of resolution, so that at a shareholders' meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director.
It shall comply with relevant laws, regulations and the articles of incorporation of the Company in nominating director and shall not act beyond the authority granted by the shareholders' meeting or board of director meeting.
It shall not improperly intervene in corporate policy making or obstruct corporate management activities.
It shall not restrict or impede the management or production of the Company by methods of unfair competition such as monopolizing corporate procurement or foreclosing sales channels.
The representative that is designated when a corporate shareholder has been elected as a director shall meet the Company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.

Article 19

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

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

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

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Chapter III Enhancing the Functions of the Board of Directors

Section 1 Structure of the Board of Directors

Article 20

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

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

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

Basic requirements and values: gender, age, nationality, and culture.
Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

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

Ability to make operational judgments.
Ability to perform accounting and financial analysis.
Ability to conduct management administration.
Ability to conduct crisis management.
Knowledge of the industry.
An international market perspective.
Ability to lead.
Ability to make policy decisions.

Article 21

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

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

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

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

Article 22

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

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

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

Article 23

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

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

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

Section 2 Independent Director System

Article 24

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

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

The Company shall adopt a candidate nomination system for election of independent directors according to Article 192-1 of the Company Act and expressly stipulate such a system in the articles of incorporation. The shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots pursuant to Article 198 of the Company Act.

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

The "group enterprises and organizations" referred to in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company.

Change of status between independent directors and non-independent directors during their tenure is prohibited.

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

The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the

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Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the rules and regulations of the Taiwan Stock Exchange or GreTai Securities Market.

Article 25

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

Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Adoption or amendment of procedures for acquisition or disposal of assets, engaging in derivative trading, lending funds to others, and making endorsements or providing guarantees pursuant to Article 36-1 of the Securities and Exchange Act.
Matters bearing on the personal interest of a director.
Major assets or derivative trading.
Major lending of funds, endorsements or guarantees.
Offering, issuance, or private placement of any equity-type securities.
The appointment, dismissal, or compensation of certified accountants.
Appointment or dismissal of financial, accounting, or internal auditing officers.
Other major matters so required by the authority in charge.

Article 26

The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The Company or other Board members shall not restrict or obstruct the performance of duties by the independent directors. The Company shall stipulate the remuneration of the directors according to applicable laws and regulations. The remuneration of the directors shall fully reflect the personal performance and the long-term management performance of the Company, and the risk of the Company’s operation shall be taken into consideration. Different but reasonable remuneration from that of other directors may be set forth for the independent directors.

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

Section 3 Functional Committees

Article 27

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

Functional committees shall be responsible to the Board of Directors, and submit their proposals to the Board of Directors for approval, provided that the performance of supervisor's duties by the Audit Committee pursuant to Paragraph 4, Article 14-4 of the Securities and Exchange Act shall be excluded. Functional committees shall adopt an organizational charter to be approved by the Board of Directors. The organizational charter shall contain the number, tenure, and powers of the committee members as well as the meeting rules and resources to be provided by the Company for exercise of power by the committee.

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Article 28

The Company Audit Committee 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.

The provisions regarding supervisors in the Securities and Exchange Act, the Company Act, other laws and regulations, and these Principles shall apply mutatis mutandis to the Audit Committee. 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:

Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Assessment of the effectiveness of the internal control system.
Adoption or amendment of procedures for acquisition or disposal of assets, engaging in derivative trading, lending funds to others, and making endorsements or providing guarantees pursuant to Article 36-1 of the Securities and Exchange Act.
Matters bearing on the personal interest of a director.
Major assets or derivative trading.
Major lending of funds, endorsements or guarantees.
Offering, issuance, or private placement of any equity-type securities.
Appointment, dismissal, and compensation of certified accountants.
Appointment of dismissal of financial, accounting, or internal auditing officers.
Annual and semi-annual financial statements.
Other major items so required by the Company or authority in charge.

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

Article 28-1

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

The Remuneration Committee shall exercise the care of a good administrator in faithfully performing the official powers listed below, and shall submit its recommendations for deliberation by the Board of Directors.

Prescribe and periodically review the policies, systems, standards, and structures of the performance evaluation and remuneration of director and managerial officers.
Periodically evaluate and prescribe the remuneration of director and managerial officers.
When performing the official powers of the preceding paragraph, the Remuneration Committee shall follow the principles listed below:
With respect to the performance evaluation and remuneration of director 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 Remuneration Committee shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the Company may tolerate.
The Remuneration Committee shall take the characteristics of the industry and the nature of the Company's business into consideration when determining the ratio of compensation for the short-term performance of its directors and senior management and the time at which the variable
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part of remuneration is paid.

Article 28-2

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

Article 29

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

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

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

The Company shall select a professional, responsible, and independent CPA to perform regular reviews of financial conditions and internal control measures of the Company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent director or Audit Committee, and CPA, and to incorporate procedures for that purpose into the Company's internal control system for management purposes.

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

Article 30

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

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

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

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

The Board of Directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board of director meeting, a meeting notice which specifies the purposes of the meeting shall be sent to each director 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

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or request a postponement of the meeting with the consent of the Board of Directors. The Company shall establish the Rules and Procedures of Board of Director Meetings, which shall follow the Regulations Governing Procedure for Board of Directors Meetings of Public Companies with regard to the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance.

Article 32

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

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

Article 33

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

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

An independent director has a dissenting or qualified opinion which is on record or stated in a written statement.
The matter was not approved by the Audit Committee (if set up by the Company), but had the consent of more than two-thirds of all directors.

During a board of director meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meeting, make reports on the current business conditions of the Company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or professional may be invited to sit in at the meeting to assist the directors in understanding the conditions of the Company for the purpose of adopting an appropriate resolution, provided that he/she shall leave the meeting when deliberation or voting takes place.

Article 34

The Company's employees attending board of director meetings shall collect and correctly record the meeting minutes in detail, as well as a summary, the method of resolution, and voting results of all the proposals submitted to the board of director meeting in accordance with relevant regulations. The minutes of the board of director meetings shall be signed by the chairperson and minute taker of the meeting and sent to each director within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the Company.

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

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

If a lawsuit arises with respect to a resolution of a board of director meeting before the end of the preservation period referred to in the preceding paragraph, the relevant audio or video recordings

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shall be preserved for a further period, in which case the preceding paragraph does not apply. Where a board of director meeting is held via video conference, the audio or video recordings of the meeting constitute a part of the meeting minutes and shall be preserved permanently.

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

Article 35

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

Corporate business plan.
Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Adoption or amendment of procedures for acquisition and disposal of assets, engaging in derivative trading, lending funds to other parties, and endorsement and guarantee in accordance with Article 36-1 of the Securities and Exchange Act.
Offering, issuance, or private placement of any equity-type securities.
Standard for the performance evaluation and remuneration of managerial officers.
Structure and system of director's remuneration.
Appointment or dismissal of financial, accounting, or internal auditing officers.
Donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the next board of director meeting for retroactive recognition.
Items required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be submitted to a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority. Except for matters that must be submitted to the Board of Directors for discussion under the preceding paragraph, when the board of director meeting is in recess, the exercise of its power may be delegated to others in accordance with laws, regulations, or the articles of incorporation. However, the level of delegation or the content or matters to be delegated shall be clearly specified, and general authorization is not permitted.

Article 36

The Company shall ask the appropriate corporate department or personnel to execute matters pursuant to Board of Directors' resolutions in a manner consistent with the planned schedule and objectives. It shall also follow up those matters and faithfully review their implementation. The Board of Directors shall remain informed of the progress of implementation and receive reports in subsequent meetings to ensure the actual implementation of the Board's management decisions.

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

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

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

It is advisable that the Company formulate rules and procedures for board performance evaluations,

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

Degree of participation in the Company's operations.
Improvement in the quality of decision-making by the Board of Directors.
Composition and structure of the Board of Directors.
Election and continuous development of directors.
Internal controls.

It is advisable that performance evaluations of the Board of Directors (self-assessment or peer-to-peer assessment) include the following aspects, with appropriate adjustments made on the basis of the Company's needs:

The grasp of the Company’s goals and missions.
Recognition of directors’ duties.
Degree of participation in the Company’s operation.
Management of internal relationship and communication.
Professionalism and continuing professional education.
Internal controls.

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

Article 37-1

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

Article 38

If a resolution of the Board of Directors violates laws, regulations or the Company's articles of incorporation, at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of 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, in accordance with the foregoing paragraph.

Article 39

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

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

Article 40

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

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Chapter IV Respecting Stakeholders' Rights and Interests

Article 41

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

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

Article 42

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

Article 43

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

Article 44

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

Chapter V Improving Information Transparency

Section 1 Enhancing Information Disclosure

Article 45

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

The Company shall establish an Internet-based reporting system for public information, appoint employees responsible for gathering and disclosing the information, and establish a spokesperson system, so as to ensure the proper and timely disclosure of information on policies that might affect the decisions of shareholders and stakeholders.

Article 46

To enhance the accuracy and timeliness of the material information disclosed, the Company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the Company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the Company in making statements independently. The Company shall appoint one or more acting spokespersons who shall represent the Company, when the spokesperson cannot perform his/her duties, in making statements to the public independently, provided that the order of delegation shall be established to avoid any confusion. To implement the spokesperson system, the Company shall unify the process of making external statements. It shall require the management and employees to maintain the confidentiality of financial and operational secrets and prohibit their disclosure of any such information at will.

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

Article 47

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

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

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Article 48

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

Section 2 Disclosure of Information on Corporate Governance Article 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:

Corporate governance framework and rules.
Ownership structure and the rights and interests of shareholders (including specific and explicit dividend policy).
Structure, professionalism and independence of the Board of Directors.
Responsibilities of the Board of Directors and managerial officers.
Composition, duties and independence of the Audit Committee.
Composition, duties, and operation of the Remuneration Committee and other functional committees.
The remuneration paid to the director, president and vice presidents in the last two fiscal years, the analysis of the ratio of total remuneration to net profit after tax in the parent company only financial statements or individual financial statements, the policy, standard and package of remuneration payment, the procedure for the determination of remuneration and the connection with the operation performance and future risk. Under special individual circumstances, remuneration of individual director shall be disclosed.
Progress of training of directors.
Stakeholders’ rights, relationship, appeal channels, issues concerned and appropriate response mechanisms.
Details of matters subject to disclosure required by laws and regulations.
Enforcement of corporate governance, differences between the corporate governance principles implemented by the Company and these Principles, and the reason for the differences.
Other information on corporate governance.

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

Chapter VI Supplementary Provisions

Article 50

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

Article 51

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

Article 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.

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Appendix 3 Mercuries & Associates Holding, Ltd. Corporate Social Responsibility Best Practice Principles (before Amendment)

Chapter I General Provisions

Article 1

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

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

Article 2

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

Article 3

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

Article 4

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

Exercise corporate governance.
Foster a sustainable environment.
Preserve public welfare.
Enhance the disclosure of information on the corporate social responsibility.

Article 5

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

When a shareholder proposes a motion involving corporate social responsibility, the Company's Board of Directors shall review and consider including it in the shareholders' meeting agenda.

Chapter II Exercising Corporate Governance

Article 6

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

Article 7

The directors of the Company shall exercise the due care of good administrators to urge the Company to perform its corporate social responsibility, examine the results of the implementation thereof from time to time

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and continually make adjustments, so as to ensure the thorough implementation of its corporate social responsibility policies.

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

Propose the mission or vision of the corporate social responsibility, formulate polices, systems or related guidelines.
Incorporate the corporate social responsibility into the Company’s business and development guidelines and ratify concrete promotional plans for corporate social responsibility.
Ensure the real-time and correct disclosure of information on corporate social responsibility.

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

Article 8

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

Article 9

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

Article 10

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

Avoid engaging in unfair competition.
Faithfully fulfill tax-related obligations.
Not tolerate bribery or corruption and establish appropriate management systems
Corporate endowments shall be made in accordance with the Company's internal procedures. Article 11

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

Chapter III Fostering a Sustainable Environment

Article 12

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

Article 13

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

Article 14

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

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Article 15

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

Reduce resource and energy consumption of products and services.
Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
Improve recyclability and reusability of raw materials or products.
Maximize the sustainability of renewable resources.
Enhance the durability of products.
Improve efficiency of products and services.

Article 16

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

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

Article 17

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

Chapter IV Preserving Public Welfare

Article 18

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

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

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

Article 20

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

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

Article 21

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

Article 22

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

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Article 22-1

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

The aforementioned fair and reasonable manner includes:

Adhering to reciprocity, fairness and good faith in entering into contracts.
Fulfilling due care and fiduciary duty while being entrusted by customers.
Ensuring truthfulness in advertising and soliciting.
Confirming fitness of products or services that are provided for customers or consumers.
Giving a thorough explanation of important contents and disclosing risks for products or services that are provided.
Compensation of a salesperson depends on the right of clients and customers and the achievement of performance
A smooth grievance channel for customers or consumers, ensuring the response by the Company realistically.
The practitioners who engage in the business requiring professionalism are advised to obtain professional qualifications or licenses.

Article 23

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

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

Article 24

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

Article 25

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

Article 26

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

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

Chapter V Enhancing Disclosure of Information on Corporate Social Responsibility

Article 27

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

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

The systems, strategies, policies and relevant guidelines for corporate social responsibility, as resolved by the Board of Directors.
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The risks and the impact on the corporate operations and financial conditions arising from exercising corporate governance, fostering a sustainable environment, and preserving social public welfare.
Goals and measures for realizing the corporate social responsibility established by the Company.
Performance of implementation of the Company's corporate social responsibility.
Other information on corporate social responsibility.

Chapter VI Supplementary Provisions

Article 28

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

Article 29

These Principles and amendments shall be implemented after the approval of the Board of Directors and submitted to the shareholders' meeting.

Article 30

These Principles were established on August 12, 2016.

The first amendment was made on March 23, 2018.

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Appendix 4 Mercuries & Associates Holding, Ltd. Codes of Ethical Conduct (before Amendment)

Adopted by the Board of Directors on November 14, 2014 The first amendment was made on March 23, 2018

Article 1

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

Article 2

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

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

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

Article 3

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

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

Article 4

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

Article 5

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

Article 6

The Company shall provide employees a healthy and safe workplace.

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

Article 7

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

Article 8

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

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

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Article 9

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

Article 10

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

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

Article 11

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

Article 12

The Company's personnel shall not seek private benefits by taking advantage of their positions. The Company's personnel shall safeguard the reasonable and proper benefits of the Company and prevent the following activities:

Seek an opportunity or act to pursue personal gain by using the Company's assets or information or taking advantage of their positions.
Compete with the Company in violation of the statutory procedures or engage in activities that fall within the Company's business scope for themselves or others.
When the Company has an opportunity for profit, it is the responsibility of the Company's personnel to maximize the reasonable and proper benefits that can be obtained by the Company.

Article 13

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

Article 14

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

When the directors believe that they cannot deal with matters objectively or in favor of the Company, or the transaction or relationship concerned may cause a conflict of interest, the directors and supervisors shall state the same voluntarily and deal with or avoid the situation in a lawful manner. Where the Company’s directors, and managerial officers or their spouses, immediate families, relatives within the third degree of kinship and the entities in which they are employed participate in the Company’s business transactions, due to their positions and powers, they shall state the same voluntarily and deal with or avoid the situation in a lawful manner.

Article 15

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

Obtain improper benefits mutually.
Spread rumors about customers, business partners, competitors and employees.
Intentionally declare fraudulent information on the quality or contents of the Company’s products or
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services.

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

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

Article 16

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

Article 17

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

Article 18

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

Article 19

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

Article 20

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

Article 21

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

Article 22

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

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

Article 23

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

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

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

Article 24

The exemption of Directors and managerial officers shall be adopted by a resolution of the Board of Directors, and information on the title and name of exempted personnel, the date on which the Board of Directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption shall be disclosed without delay on the MOPS.

Article 25

These Codes shall be disclosed on the Company’s websites, in its annual reports and prospectuses and on the MOPS. The same shall apply when these Codes are amended.

Article 26

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

Article 27

These Codes and amendments shall be implemented after the approval of the Audit Committee and the resolution of the Board of Directors and reported to the shareholders' meeting.

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Appendix 5 Mercuries & Associates Holding, Ltd. Ethical Corporate Management Best Practice Principles (before Amendment)

Article 1

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

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

Article 2

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

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

Article 3

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

Article 4

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

Article 5

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

Article 6

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

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

Article 7

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

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following:

Offering and acceptance of bribes.
Illegal political donations.
Improper charitable donations or sponsorship.
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competitive practices.
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 8

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

Article 9

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

Prior to any commercial transactions, the Company shall consider the legality of its agents, suppliers, clients, or other trading counterparts and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with others, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparts are involved in unethical conduct, the Company may terminate or rescind the contracts at any time upon verification.

Article 10

When conducting business, the Company's Personnel shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, including bribes, kickbacks, commissions, and facilitation fees, or otherwise offer or accept improper benefits to or through clients, agents, contractors, suppliers, public servants, or other stakeholders. However, this is not limited to actions that comply with local regulations.

Article 11

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

Article 12

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

Article 13

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

Article 14

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

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

Article 15

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

Article 16

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

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

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

Article 17

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

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

Article 18

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

Standards for determining whether improper benefits have been offered or accepted.
Procedures for offering legitimate political donations.
Procedures and the standard rates for offering charitable donations or sponsorship.
Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
Regulations and procedures for dealing with suppliers, clients and business transaction counterparty suspected of unethical conduct.
Handling procedures for violations of these Principles.
Disciplinary measures on offenders.

Article 19

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

To implement the policies of ethical corporate management, the Company has incorporated the policies of ethical corporate management into the performance evaluation system as the basis for the annual performance evaluation.

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Article 20

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

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

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

Article 21

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

Article 22

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

Article 23

These Principles shall be implemented after the Audit Committee and 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.

When these Principles are submitted to the Board of Directors for discussion, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of director meeting. An independent director that cannot attend the board of director meeting in person to express objection or reservations shall provide a written opinion before the board of director meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of director meeting.

Article 24

These Principles were established on November 14, 2014. The first amendment was made on March 23, 2018.

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Appendix 6 Mercuries & Associates Holding, Ltd. Articles of Incorporation (before Amendment)

Chapter One: General Provisions

Article 1: The Company is organized under the name of Mercuries & Associates Holding, Ltd. in accordance with the Company Act. The English name of the Company is Mercuries & Associates Holding, Ltd.
Article 2: The Company's businesses include:
H201010 Investment.
Article 3: The Company is headquartered in Taipei City, and the Board of Directors shall resolve to establish branch companies and other affiliated institutions overseas when necessary.
Article 4: The Company's method of public disclosure is executed in accordance with the Company Act and regulations from the competent authority.
Article 4-1: The Company's amount of reinvestment is not prohibited by Article 13 of the Company Act.
Article 5: The Company's Personnel Policies have been established separately.

Chapter Two: Shareholding

Article 6: The total capital of the Company is set at NT$9 billion, being divided into 900 million shares at par value of NT$10 per share, and the Board is authorized to issue the above shares in installments. In which 50 million shares are reserved as stock option that can be exercised.
Article 7: The Company's shares are registered securities, in which the signed shares need to be signed or sealed by three or more Company Directors, and certified by a supervisory institution or its authorized issuer prior to being issued. The Company is allowed to deliver shares through book transfer without printing physical shares in accordance with legal regulations; the same principle shall apply for the issuance of other securities.
Article 8: All shareholding matters of the Company is handled in accordance with 'Regulations Governing the Administration of Shareholder Services of Public Companies' decreed by the supervisory institution, the Company Act, and other legal regulations.
Article 9: When legal shareholders wish to transfer, inherit, donate, pledge against or release from pledge their shares, or when they have lost their shares, relevant matters shall be processed in accordance with the Company Act and other relevant legal regulations.
Article 10: Share transfer is prohibited within 60 days prior to the Annual Shareholders Meeting, 30 days prior to Interim Shareholders meeting, or five days prior to the ex-dividend date that the Company has established when dividend, bonus, or other interests are to be distributed. At the same time, changes or alterations to the list of shareholders are also prohibited.

Chapter Three: Shareholders Meeting

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

Article 12: Unless otherwise stated by the law, each share of the Company holds one voting right for the Company's shareholders.
Article 13: When a shareholder can not attend a shareholders meeting, he/she/it may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy. The power of attorney shall be signed and sealed for the proxy to attend the meeting. Besides investment trust enterprises and shareholder service agencies approved by the securities authority, an individual delegated by two or more shareholders as an agent at the same time may not have votes exceeding 3% of the total votes that represent all the outstanding shares. Excessive votes shall not be calculated. The handling of trust delegations is executed in accordance with relevant legal regualations including the 'Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies' decreed by the supervisory institution and the Company Act.
Article 14: Resolutions at a Shareholders Meeting shall, unless otherwise provided for in the Company Act, be adopted by at least one-half of all shareholders present, who represent more than 1/2 of the total number of voting rights.
Article 15: President/Chairman of the Company shall be the designated chairman of the Shareholders Meeting. In his/her absence, the Deputy President shall be the chairman, and when both are absent, the Board shall designate an individual as the chairman. When there is no designated individual, the Board members shall nominate an individual as the chairman from among each other.
Article 16: Resolutions made at the Shareholders Meeting shall be recorded as minutes of the meeting, in which the date, venue, name of the chairman, method of resolution, and summary and results of meeting proceedings shall be recorded and signed or sealed by the chairman. The minutes shall be distributed to each shareholder within 20 days after the Shareholders Meeting. Distribution of meeting minutes as described in the preceding paragraph may be conducted through public announcement. Electronic measures may be adopted to print and distribute meeting minutes.
The minutes shall be kept persistently throughout the life of the Company; the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least 1 year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act hereof, the minutes of the Shareholders Meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter Four: Directors and Audit Committee

Article 17: Since the 19th Board of Directors, the Company has established a system of 9 Board members (including three Independent Directors), with a 3-year period of service. A nominee system is used, and shareholders will select from the list of nominees. Reappointment is possible. In accordance with Securities and Exchange Act, the professional qualifications, shareholding conditions, prohibitions in participation in other businesses, nomination and selection method as well as other items pertaining to the Company's Independent Directors, are handled in compliance with legal regulations.
Article 18: The formation of the Board of Directors - two-thirds or more of the Directors shall attend and more than 1/2 of all present Directors shall consent to the nomination of a Chairman of the Board from within the Board members to represent the Company externally. The same principle shall be used in nominating a Deputy Chairman based on business needs.
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Article 19: Board Meetings are called to order by the Chairman of the Board. Prior to convening a Board Meeting, each Director shall be notified via print/fax/email, and the reason for the Board Meeting shall be stated clearly. Unless otherwise stated by law, resolution made in the Board Meeting shall be attended by at least one-half of all Directors, and consented by at least 1/2 of all present Directors. When a Director is absent, he/she shall appoint another Director to attend the meeting as proxy by providing a by executing a power of attorney printed by the Company stating the scope of power authorized to the proxy. The proxy may only act on behalf of one Director. If a Board Meeting is conducted by video conference, the Directors partaking the video conference shall be recognized as having attended the meeting in person.
Article 20: In case the Chairman of the Board is on leave or absent or cannot exercise his power and authority for any cause, his representative shall be selected according to Article 208 of the Company Act.
Article 21: The Company has established the Audit Committee according to Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of all independent Directors.
Starting from June 22, 2018, the Audit Committee or its members shall be responsible for implementing the duties of Supervisors prescribed in the Company Act, Securities and Exchange Act, and other regulations.
Article 21- 1: The duties of the Audit Committee shall be prescribed in the Audit Committee's Organizational Charter.
Article 22: 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 during their term of service. The insurance method and insured amount shall be resolved by the Board.

Chapter Five: Managers

Article 23: The Company may 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.

Chapter Six: Accounting

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

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

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Article 25-1: If earnings are found after closing the fiscal year, the Company shall first pay income taxes and make up for any accumulated losses and then report 10% as statutory surplus reserve. However, when the statutory surplus reserve has reached the paid-in capital of the Company, the Company no longer has to report, and the rest could be reported or reversed into special surplus reserve. If undistributed earnings is still present, this will be combined with accumulated undistributed earnings and the Board will propose an earnings distribution motion and ask the Shareholders Meeting to resolve on the shareholders dividend proposal.

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

Chapter Seven: Supplemental Clauses

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

Article 27: Any other matters not set forth in the Articles of Association shall be dealt with in accordance with the Company Act.
Article 28: The Articles of Association are established on January 20, 1961. The first amendment was on December 29, 1968. The second amendment was on September 10, 1969. The third amendment was on September 4, 1971. The fourth amendment was on October 11, 1971. The fifth amendment was on April 28, 1974. The sixth amendment was on December 28, 1976. The seventh amendment was on April 24, 1978. The eighth amendment was on April 4, 1979. The ninth amendment was on May 12, 1980. The tenth amendment was on June 1, 1982. The eleventh amendment was on March 24, 1983. The twelfth amendment was on April 8, 1983. The thirteenth amendment was on May 5, 1983. The fourteenth amendment was on September 1, 1983. The fifteenth amendment was on March 24, 1984. The sixteenth amendment was on November 24, 1984. The seventeenth amendment was on May 16, 1985. The eighteenth amendment was on March 22, 1986. The ninteenth amendment was on March 21, 1987. The twentieth amendment was on August 15, 1987. The twenty-first amendment was on November 18, 1987. The twenty-second amendment was on March 19, 1988. The twenty-third amendment was on July 30, 1988. The twenty-fourth amendment was on April 20, 1989. The twenty-fifth amendment was on April 10, 1990. The twenty-sixth amendment was on April 23, 1991. The twenty-seventh amendment was on May 23, 1992. The twenty-eighth amendment was on May 22, 1993. The twenty-ninth amendment was on April 30, 1994. The thirtieth amendment was on April 28, 1995. The thirty-first amendment was on April 30, 1996. The thirty-second amendment was on May 8, 1997.
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The thirty-third amendment was on May 27, 1998. The thirty-fourth amendment was on May 26, 2000. The thirty-fifth amendment was on June 29, 2001. The thirty-sixth amendment was on September 27, 2002. The thirty-seventh amendment was on June 20, 2003. The thirty-eighth amendment was on June 11, 2004. The thirty-ninth amendment was on June 19, 2009. The fortieth amendment was on June 18, 2010. The forty-first amendment was on June 24, 2011. The forty-second amendment was on June 5, 2012. The forty-third amendment was on June 20, 2014. The forty-fourth amendment was on June 24, 2016. The forty-fifth amendment was on June 20, 2017. The forty-sixth amendment was made on June 22, 2018. Amendments shall be implemented upon approval from the competent authority.

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Appendix 7 Mercuries & Associates Holding, Ltd. Rules and Procedures of Shareholders Meeting (before Amendment)

Resolved on March 21, 1987 at the Annual Shareholders Meeting First amendment on May 27, 1998 at the Annual Shareholders Meeting Second amendment on June 11, 2004 at the Annual Shareholders Meeting Third amendment on June 9, 2006 at the Annual Shareholders Meeting Fourth amendment on June 20, 2014 at the Annual Shareholders Meeting Fifth amendment on June 22, 2018 at the Annual Shareholders Meeting

Article 1

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

Article 2

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

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

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

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

Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a proposal to the Company for discussion at a regular shareholders' meeting. However, only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, such proposal shall not be included in the agenda. If proposals from shareholders involve any of the situations specified in the subparagraphs of Paragraph 4 of Article 172-1 of the Company Act, the board of directors may refuse to list them as motions to be discussed.

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

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

The company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all

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

Article 3

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

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

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

Article 4

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

Article 5

The Company shall clearly state the registration time and venue for shareholders, and any other items to be noted on the Handbook of the Shareholders Meeting.

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

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

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

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

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

Article 6

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

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

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

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

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

Article 7

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

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

Article 8

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

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

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

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

Article 9

If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.

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

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

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Article 10

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

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

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 11

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 12

A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shared under Article 179-2 of the Company Act.

When this Company convenes a shareholder meeting, voting may be conducted in writing or with electronic measures. When voting via written or electronic method, the choice shall be indicated in the shareholder meeting notice. A shareholder exercising voting rights by correspondence or electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. Therefore, the Company shall avoid the extraordinary motions and amendments to original proposals.

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

A shareholder who intends to attend the shareholder meeting in person after giving the notice of exercising his or her voting right in writing or electronically shall revoke the earlier decision at the latest two days before the

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meeting using the same method the shareholder used to exercise his or her vote. Otherwise, the shareholder shall exercise the voting right in writing or electronically. If a shareholder expresses the intention to exercise his or her voting right in writing or electronically and also issues a power of attorney to delegate an agent to attend a shareholder meeting to exercise the voting right on his or her behalf, the agent shall attend the meeting and exercise the voting right on his or her behalf.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. During voting, the chair or personnel designated by the chair shall announce the total votes for each motion one after another for the shareholders to cast their votes. Afterwards, on the same day the shareholder meeting in concern is convened, the numbers of shareholders who have approved, objected and abstained from voting shall be uploaded to the Market Observation Post System.

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for voting on motions or elections shall be conducted at an open space in the shareholder meeting venue and the results, including weights, shall be announced immediately after counting and recorded.

Article 13

The election of directors 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 the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 14

Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. Electronic measures may be adopted to print and distribute meeting minutes.

Distribution of the meeting minutes as described in the preceding paragraph may be conducted by uploading them to the Market Observation Post System.

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

Article 15

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

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

Article 16

Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

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

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

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

Article 17

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

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

Article 18

These Rules and Procedures, along with any amendments hereto, shall be implemented after adoption by shareholders meetings.

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Appendix 8 Mercuries & Associates Holding, Ltd. Procedures for Acquisition and Disposal of Assets (Before Amendment)

Amendment resolved by the Shareholders Meeting on June 14, 2019

Article 1: Objective

The Procedures are established to ensure asset and to fulfill information transparency in practice.

Article 2: Legal Compliance

The Procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission, R.O.C. (“FSC”).

Article 3: Scope of Assets

Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
Real property (including land, houses and buildings, and investment property) and equipment.
Membership certificates
Patents, copyrights, trademarks, franchise rights, and other intangible assets.
Right-of-use assets.
Claims of financial institutions (including accounts receivable, bills purchased and discounted and loans, and receivables on demand)
Derivatives.
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
Other important assets

Article 4: Definition of terms

Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rates, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The forward contracts described above do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term purchase (distribution) contracts.
Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
Related party: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
Date of occurrence of the event: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that
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can confirm the counterpart and monetary amount of the transaction, whichever date is earlier. However, with investments that require the approval of the competent authority, the earliest of the above dates or the date of receipt of approval by the competent authority shall apply.

Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
"Most recent financial report" refers to the financial statements that have been publicly verified or audited by a CPA prior to the acquisition or disposal of assets.
Article 5: Limitation on the amount of real property and right-of-use assets thereof or securities acquired by the Company and each subsidiary for non-operating use are as follows:
(1) The total amount of real property and right-of-use assets for non-operating use shall be no more than 20% of the Company's net worth.
(2) The amount of total investment in short- and long-term securities shall be no more than 150% of the Company's net worth.
(3) Amount of investment in individual securities shall be no more than 100% of the Company's net worth.
Article 6: When the Company obtains an appraisal report or a statement of opinion from a CPA, lawyer or securities underwriter, the appraisal service providing the report and its appraisers, the CPA, lawyer or securities underwriter shall abide by the following regulations:
(1) May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
(2) May not be a related party or de facto related party of any party to the transaction.
(3) If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or a statement of opinion, the personnel referred to in the preceding paragraph shall comply with the following:

(1) Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
(2) When examining a case, they shall appropriately plan and execute adequate workflow, in order to reach a conclusion and use it as the basis for issuing the report or statement of opinion. The related execution procedures, data collected, and conclusions shall be fully and accurately specified in the case working papers.
(3) They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the statement of opinion.
(4) They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
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. When a
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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 meeting.

Major transactions of assets or derivatives shall be approved by more than half of all Audit Committee members and then submitted to the Board of Directors for a resolution. If major transactions of assets or derivatives are not approved by more than half of all Audit Committee members, they may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Article 7: Procedures to Acquiring or Disposing of Equipment or Right-of-use Assets

Appraisal and operational procedures

The Company abides by the Company's internal control system in handling any acquisition or disposal of real property or equipment.

Decision-making procedures in setting transaction criteria and authorized transaction amounts
(1)In acquiring or disposing of assets, the Company shall take publicly-announced current value, appraisal value, and real transaction price of nearby real estate into consideration for the transaction criteria and price. The above information shall be compiled into an analysis report and submitted to the President. For transaction whose amount is no more than NT$20 million, the transaction shall be submitted for the President for approval and submitted to the most recent Board meeting on an after-event basis. For those that exceed NT$20 million, the transaction shall not proceed unless approval from the Board has been received.
(2)In acquiring or disposing of real property, equipment, or right-of-use assets, the Company shall choose from either compare pricing, negotiation, or bidding process. For a transaction below NT$20 million (inclusive), the responsible units can exercise decision-making rights; for each transaction over NT$20 million, approval of the Chairman is required and approval of the Board of Directors shall also be obtained prior to execution.
Implementing Unit

In acquiring or disposing of real property or equipment, or right-of-use assets, the preceding paragraph shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit.

Appraisal report for real property or equipment

Except transactions with government agencies, contracting third parties to construct on land owned or rented by the Company, or acquisition of equipment or right-of-use assets for business use, for acquisition or disposal of real property, equipment, or right-of-use assets by the Company whose amount reaches 20% of the Company's paid-in capital or more than NT$300 million, an appraisal report issued by the professional appraiser shall be obtained (appraisal report shall disclose such items in accordance with Attachment 1) prior to the date of the event and the following provisions shall be complied with:

(1)If a limited price, specific price or special price has to be adopted as the basis of transaction under extraordinary circumstances, the transaction shall require the approval of the Board of Directors by resolution and the same procedure shall apply if the transaction terms should be amended in the future.
(2)Two or more professional appraisal services shall be engaged to make appraisals for transactions valued NT$1 billion or more.
(3)If the appraisals from professional appraisal services involve one of the following situations, except for all the appraisals for the asset to be acquired are higher than the intended transaction amount or the appraisals for the asset to be disposed of are lower than the intended transaction amount, a certified public accountant shall be engaged to handle the matter according to the
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Statements of Auditing Standards No. 20 released by the Accounting Research and Development Foundation (hereinafter referred to as the ARDF) and also to provide concrete opinions on the price differences and the appropriateness of the transaction price:

The difference between the appraisals and the transaction amount achieves 20% or higher.
The difference between appraisals from the two p[professional appraisal services achieves 10% of the transaction amount or higher.
(4)No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date However, if either of the appraisals complies with the current assessed value and the appraisal is dated less than six months ago, the original professional appraisal service may issue a statement of opinion.
(5)In the event that the Company or its Subsidiaries acquire or dispose of assets through auction procedures of courts, the appraisal report or certified public accountant's opinion can be replaced by documents issued by the courts.

Article 8: Procedures for Acquiring or Disposing of Securities Investment

Appraisal and operational procedures

The Company abides by the Company's internal control system in handling any acquisition or disposal of short or long-term securities.

Decision-making procedures in setting transaction criteria and authorized transaction amounts
(1) The acquisition or disposal of securities traded at the securities exchange or on an OTC market shall be decided by the responsible unit based on market conditions. For amounts less than NT$100 million (inclusive), the President shall approve of the transaction and submitted to the most recent Board meeting on an after-event basis. An analysis report on the unrealized interest or loss for the short or long-term securities shall also be submitted. For amounts exceeding NT$100 million, approval from the Board shall be obtained.
(2) In the acquisition or disposal of another company's shares not traded in securities exchange or OTC market, the net worth per share, profitability, and future potentials of said company shall be taken into consideration for the pricing, and trading prices at the time of the event shall be used as reference. For amounts less than NT$30 million (inclusive), the President shall approve of the transaction and submitted to the most recent Board meeting on an after-event basis. An analysis report on the unrealized interest or loss for the short or long-term securities shall also be submitted. For amounts exceeding NT$30 million, approval from the Board shall be obtained.
Implementing Unit

The financial unit shall be responsible for the acquisition and disposal of securities upon deciding on the decision-making rights in the above clause.

Obtaining expert opinion
(1) In acquiring or disposing of securities, the Company shall seek for CPA's opinion on the fairness of the transaction price for transactions exceeding 20% of the Company's paid-in capital or NT$300 million. If an expert's opinion should be adopted by the CPA, this shall be carried out in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. But target companies that have open market rates in an active market or otherwise regulated by the FSC do not fall under this constraint.
(2) In the event that the Company or its Subsidiaries acquire or dispose of assets through auction procedures of courts, the appraisal report or certified public accountant's opinion can be replaced by documents issued by the courts.

Article 9: Procedures of Handling Related Party Transactions

When engaging in any acquisition or disposal of assets from or to a related party, the Company shall implement decision-making processes and the appraisal of the reasonableness of transaction terms in accordance with Articles 7, 8, and 10 and this article. If the transaction amount reaches
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10% or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the Procedures. When judging whether a trading counterparty is a related party, in addition to legal formalities, the Company shall consider the substance of the relationship.

Appraisal and operational procedures
(1) When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount exceeds 20% or more of the Company's paid-in capital, 10% or more of the Company's total assets, or more than NT$300 million (except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of currency market funds issued by domestic securities investment trust enterprises), the Company shall not enter into a transaction contract or make payments until the following matters have been approved by more than half of all Audit Committee members and by the Board of Directors, and shall be subject to mutatis mutandis application of Paragraph 2, Article 6-1:
- 1.The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
- The reason for choosing the related party as a trading counterparty.
- With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3(1) and (4) under this article.
- The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
- Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
- Restrictive covenants and other important agreements associated with the transaction
- An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
(2) The calculation of the transaction amounts referred to in Paragraph 1 and 2 (1) shall be made in accordance with Paragraph 1 (7) in Article 14, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Audit Committee and the Board of Directors need not be counted toward the transaction amount.
(3) When "acquisition or disposal of equipment or right-of-use assets held for business use" or "acquisition or disposal of real property right-of-use assets held for business use" is to be conducted between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company's Board of Directors may delegate the Chairman to decide such matters when the transaction is less than NT$100 million (inclusive) and have the decisions submitted to the most recent Board meeting on an after-event basis:
(4) When a matter is submitted for discussion by the Board of Directors pursuant to Paragraph 2 (1), the Board shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.
Evaluation of the reasonableness of the transaction costs
(1) The Company shall evaluate the reasonable of the transaction costs by the following means in acquiring real property or right-of-use assets from a Related Party:
1. Based upon the Related Party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the
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weighted average interest rate on borrowing in the year the company purchases the asset; it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

Total loan value appraisal from a financial institution where the Related Party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply if the financial institution is a related party to one of the trading counterparts.
(2) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
(3) The Company that acquires real property or right-of-use assets from a Related Party and appraises the cost of the real property or right-of-use assets in accordance with the provisions of Paragraph 3 (1) and (2) of this article shall also engage a CPA to check the appraisal and render a specific opinion.
(4) The Company that acquires real property or right-of-use assets from a Related Party and appraises the cost of the real property in accordance with the provisions of Paragraph 3 (1) and (2), and the appraisal results are both lower than transaction price, the transaction shall be handled in accordance with Paragraph 3 (5) of this Article. Where the Company acquires real property from a Related Party and objective evidence, professional real property appraisal report and CPA's material reasonable opinion can be provided, the provisions of the preceding three paragraphs do not apply:
Where the Related Party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
- (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the Related Party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division in the three most recent years or the gross profit margin for the construction industry in the most recent period announced by the Ministry of Finance, whichever is lower.
- (2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
- (3) Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a Related Party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in assessed present value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of
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the acquisition of the real property or recognition of the right-of-use assets.

(5) Where the Company acquires real property or right-of-use assets from a Related Party and the results of appraisals conducted in accordance with the provisions of Paragraph 3 (1) and (2) of this article are uniformly lower than the transaction price, the following steps shall be taken:
A special reserve shall be set aside in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, based on the difference between the transaction price of real property or right-of-use assets and the appraised costs, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another publicly-listed company, the special reserve shall be set aside pro rata in a proportion in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until the Company has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that no unreasonableness can be found in the transaction, and the FSC's consent has been obtained.
The Independent Directors of the Audit Committee shall comply with Article 218 of the Company Act.
Actions taken pursuant to subparagraph 1 and 2 in paragraph 3(5) in this Article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the Company's Annual Report and any investment prospectus.
(6) Where the Company acquires real property or right-of-use assets from a Related Party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Paragraphs 1 and 2 of this article pertaining to appraisal and operation procedures, and Subparagraphs 1, 2, and 3, Paragraph 3 do not apply:
The Related Party acquires the real property or right-of-use assets through inheritance or as a gift.
More than five years will have elapsed from the time the Related Party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction.
The real property is acquired through signing of a joint development contract with the Related Party, or through engaging a Related Party to build real property, either on the Company's own land or on leased land.
(7) When the Company obtains real property or right-of-use assets from a Related Party, it shall also comply with the provisions of Paragraph 3 (5) of the Article if there is other evidence indicating that the acquisition was not an arms length transaction.

Article 10: Procedures to acquire or dispose of membership or intangible asset

Appraisal and operational procedures
The Company abides by its internal control system in handling any acquisition or disposal of membership or intangible asset.
Decision-making procedures in setting transaction criteria and authorized transaction amounts (1) In acquiring or disposing of membership, market fair value shall be taken into consideration while deciding on transaction conditions and trading prices. An analysis report shall be submitted to the President. For transaction amounts lower than 1% of the Company's paid-in capital or less than NT$3 million, approval from the President is required and shall be reported to the most recent Board meeting on an after-event basis. For transaction exceeding NT$3 million, approval from the Board shall be obtained prior to executions.
(2) In acquiring or disposing of intangible asset, expert appraisal or fair market price shall be taken into consideration in deciding the trading criteria, conditions, and pricing. The above information shall be compiled into an analysis report and submitted to the President. For transaction amount below 10% of the paid-in capital or less than NT$20 million, the
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President's approval shall be attained and the transaction shall be reported to the most recent Board meeting after-the-event. For transactions exceeding NT$20 million, the Board shall approve of the deal before the event.

Implementing Unit

In acquiring or disposing of membership certificate or intangible asset, the above Article shall apply in which decision-making rights have been established, and the transaction shall be carried out by responsible unit and managerial unit.

Expert's appraisal report for membership or intangible asset
(1) In acquiring or disposing of membership certificate whose amount exceeds 1% of the Company's paid-in capital or exceeding NT$3 million, an expert shall be required to submit an appraisal report.
(2) In acquiring or disposing of intangible asset whose amount exceeds 10% of the Company's paid-in capital or exceeding NT$20 million, an expert shall be required to submit an appraisal report.
(3) When acquiring or disposing of memberships or intangible assets worthy of 20 percent of paid-in capital or more or NT$300 million or more, except for transactions with government agencies, the company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of No. 20 of the Statements of Auditing Standards released by the Accounting Research and Development Foundation.
In the event that the Company or its subsidiary acquires or disposes of assets through auction procedures of courts, the appraisal report or CPA's opinion can be replaced by documents issued by the courts.

Article 11: Processes to handle acquisition or disposal of claims of financial institutions

In principle, the Company does not engage in acquisition or disposal of claims of financial institutions. If the Company intends to do so in the future, such transactions must be presented to and approved by the Board of Directors before establishment of corresponding evaluation and operating procedures.

Article 11-1:In acquiring or disposing of real property or equipment, securities, membership , right-of-use assets, and other intangible asset, or transactions with related party, the calculation of the transaction amount shall be processed in accordance with Paragraph 1 (7) in Article 14. Within the preceding year refers to one year from the actual date of acquisition, and those that have obtained an appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article are not required to abide by this Article.

Article 12: Processes to handle acquisition or disposal of derivative products

Principles
(1) Transaction types
1. Derivative products that could be trade by the Company refers to products where the values of which are derived from assets, interest rate, exchange rate, index, or other financial products, such as forward contracts, option contracts, future contracts, interest or foreign exchange rates contracts, swap contracts, and compound contracts combining the above products, where the values of which are derived from assets, interest rate, exchange rate, index, or other financial products.
2. Items pertaining to the handling of bond guarantees shall be processed accordingly.
(2) Operation and Hedging Strategies

The main strategy of the Company is to select derivatives trading that could avoid operation risk to the maximum as to minimize losses. In order to lower the Company's overall foreign exchange risk and to save costs from exchanging foreign currency, currencies held shall

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conform to the actual import/export transaction needs of the Company, and shall be based on the principle of balancing the Company's overall internal position (referring to revenue and expense from foreign currency). For transactions with other specific purpose, the Company shall exercise due diligence and shall not be proceeded with unless approval from the Board has been obtained.

(3) Scope of responsibilities
1. Financial Division: Collection of market information, trend and risk analysis, familiarization of financial products and operating skills, and also engaging derivatives trading as per Company procedures, implement periodical performance evaluation as to minimize risk factors in pricing fluctuation; periodic evaluation and public disclosure.
2. Accounting Division: Evaluation, supervision and control of transaction risk, periodically provide information on risk exposure, and bookkeeping and compiling financial statements according to Generally Accepted Accounting Standards.
3. Auditing Division: Evaluation, supervision, and control of transaction risk in financial department. If material breach is found, the Audit Committee shall be notified via written document.
4. Key points on performance evaluation: The positions for hedging trading shall be evaluated every two weeks and financial trading shall be evaluated once every week. Evaluation reports shall be submitted to the President. In performance evaluations, a comparison between the current value and preset assessment benchmark shall be made on the date of evaluation to serve as a reference for future decisions.
5. Transaction amount: shall not exceed the amount of foreign currency position produced by the Company's business operations.
6. Dead-weight loss: the purpose of foreign exchange operations is to hedge against risk and does not have much of a risk for deadweight loss. However, the Company shall call on relevant personnel to discuss countermeasures when material negative impacts are shown in exchange rates. In derivative transactions, the amount of loss the Company can sustain from overall and individual contracts shall be less or equal to 20%.
Risk Management Procedures
(1) Credit risk management:
- Operating risks in derivative financial products are prone to arise due to various factors and variables in the market, hence the Company will abide by the following principles in terms of market risk management:
- Trading counterparty: focus on renowned domestic and international financial institutions. Trading products: products offered by renowned domestic and international financial institutions.

Transaction amount: the undistributed transaction amount of one single trading counterparty shall not exceed 10% of total authorized transaction amount. But transactions that have been approved by the President need not follow this constraint.

(2) Market pricing risk management:
In transactions for derivative products, due diligence shall be paid and risks to the financial conditions of the Company arising from unfavorable market pricing standard or fluctuation in pricing. And for foreign exchange contracts, the Company shall focus on public foreign exchange market provided by banks, and commodities market will not be considered for now.
(3) Liquidity risk management:

To ensure market liquidity, more liquid financial products (can be cashed out in the market at any time) will be considered. Financial institutions entrusted for the transaction should have sufficient information and possess the capability to trade in any market at any time.

(4) Cash flow risk management:

To ensure that the Company maintains a stable level of operational funds, the Company shall

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only engage in derivative trading with its own funds, and the trading volume shall take into consideration the demand for funds based on the cash flow forecasts for the next three months.

(5) Operational risk management:
Fully comply with the Company's authorized transaction amount, operating procedures, and internal audit shall be undertaken to avoid operational risk.
The functions of dealing, confirmation and settlement of derivatives trading shall be performed by different personnel.
Risk assessment, monitoring and control shall be performed by personnel from division other than the above, and report to the Board or senior management not in a position of trading or decision-making.
(6) Product risk management

Internal traders shall possess complete and accurate professional knowledge for financial products. The Company shall also require banks to sufficiently disclose risks involved to avoid the risk of utilizing inaccurate financial products.

(7) Legal risk management

To prevent legal risks, any document signed with financial institution shall be inspected by foreign exchange and legal or legal consulting experts prior to official signing.

Internal audit system
(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 Procedures and analyze trading cycles. Audit report shall be prepared. If any material violation is discovered, the Audit Committee shall be notified in writing.
(2) Audit report and the implementations of internal control procedures shall be reported to the Financial Supervisory Committee before the end of February in the subsequent year, and rectifications of the abnormalities shall be submitted to the FSC for verification before the end of May.
Regular evaluation methods
(1) The Board of Directors authorizes senior managers to periodically supervise and evaluate whether the transactions of derivative products are in compliance with the Company's established handling procedures and whether the risks borne are within a permitted scope. In case abnormalities are found in the market price evaluations (if the positions held have reached the limitations on losses), the Board shall immediately be notified and necessary measures shall be taken.
(2) Positions held in derivatives trading shall be assessed at least once weekly. For hedging trades held for business needs, assessment shall be undertaken at least twice monthly. The evaluation report shall be remitted to senior managers authorized by the Board of Directors.
Supervision and management from the Board for derivative transactions
(1) The Board of Directors shall authorize senior managers to monitor the supervision and control over risks associated with derivative trading at all times, including:
1. Periodic assessment over whether the risk management measures in-use are appropriate and in compliance with the Principles and the Procedure.
2. The Company shall supervise trading and loss-profit status; when irregular circumstances are found, appropriate measures shall be adopted and a report immediately made to the Board. Where the Company has independent directors, an independent director shall be present at the Board meeting and express an opinion.
(2) The Board shall periodically conduct evaluation over whether performance of derivative trading is in compliance with established operational strategies and whether risk-taking are within a permitted scope.
(3) When the Company engages in derivatives trading, it shall authorize the relevant personnel to make arrangements pursuant to the provisions of the Procedures and report such to the
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next Board meeting on an after-event basis.

In trading of derivative products, the Company shall draft verification documents, in which the types, amounts, approval date from the Board, and Item 4-2 and Item 5-1 and Item 5-2 listed in this Article shall be included in details for verification.
Article 13: Procedures to Handle Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
Appraisal and operational procedures
- (1) When the Company conducts a merger, demerger, acquisition, or transfer of shares, the Company shall engage a certified public accountant, attorney, or securities underwriter to settle on a timeline, and to form a project group to carry out the transaction. Prior to convening the Board of Directors to resolve on the matter, the CPA, attorney, or securities underwriter shall give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Audit Committee and the Board for resolution. At least one-half of all Audit Committee members shall give their consent. However, where the Company merges the subsidiaries whose issued shares or total capital are wholly owned by itself directly or indirectly, or the subsidiaries whose issued shares or total capital are wholly owned by the Company directly or indirectly are merged together, the Company may be exempted from obtaining the aforementioned opinion on the reasonableness from the expert.
- (2) The Company shall prepare a public report detailing important contractual content and matters relevant to the merger, demerger, or acquisition and send notification of meeting prior to the shareholders meeting together with the expert opinion referred to in the preceding paragraph 1 (1), as reference material. Provided, where a provision of another act exempts the Company from convening a shareholders' meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders' meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution as a result of a lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders' meeting.
Other Important Measures
- (1) Date of the Board meeting: when participating in a merger, split, or acquisition, unless otherwise provided by other laws or the FSC is notified in advance of extraordinary circumstances and grants consent, the Company shall convene the Board meetings and Shareholders’ meetings and pass resolutions regarding merger, split or acquisition and relevant matters on the same day with companies participating in a merger, split, acquisition or share transfer. A company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
- (2) Confidentiality agreement: The Company and any other involved in or aware of the merger, spin-off, acquisition and transfer of shares shall produce a written commitment of confidentiality not to disclose the relevant information and purchase or sell the stocks or other marketable securities of the Company related to the merger, spin-off, acquisition and transfer of shares in others' identities.
- (3) The Company's participation in merger, demerger, acquisition, or share transfer shall not be changed except for the stock exchange ratio and acquisition price, unless the following situation occurs. Changes shall be clearly stated in the contracts for the merger, demerger, acquisition, or share transfer:
  1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock
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warrants, or other equity based securities.

An action, such as a disposal of major assets, which affects the Company's financial operations.
An event, such as a major disaster or major change in technology, which affects shareholder equity or share price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
(4) Content to be disclosed in the contract: in the contract signed for merger, split (demerger), acquisition, or assignment of shares shall disclose the following items in addition to the rights and obligations for companies involved in the merger, split (demerger), acquisition, or assignment of shares as stated in the Company Act and the Enterprise mergers and Acquisitions Act.
Handling of breach of contract.
Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
The manner of handling changes in the number of participating entities or companies.
Preliminary progress schedule for plan execution, and anticipated completion date.
Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
(5) When there are changes in the numbers of companies involved in the merger, split, acquisition, or share transfer: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
(6) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Paragraph 2 (1) date of Board meeting, Paragraph 2 (2) Confidentiality agreement before-the event, and Paragraph 2 (5) changes in numbers of participating companies.
(7) When participating in a merger, demerger, acquisition, or transfer of another company's shares, company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference:
Basic identification data for personnel: Including the titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
Dates of material events: Including the signing of any letter of intent or memorandum of
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understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.

Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.
(8) When the Company participating in a merger, demerger, acquisition, or transfer of another company's shares that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days commencing immediately from the date of passage of a resolution by the Board of Directors, report the information set out in subparagraphs (1) and (2) of to the authority.
(9) Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on the GreTai Securities Market, the Company shall sign an agreement with such company whereby provisions set out in Paragraph 2 (7) and (8) of this Article shall be carried out.

Article 14: Procedures for Public Disclosure of Information

Items to be Disclosed and Disclosure Standards
(1) Acquisition or disposal of real property or right-of-use assets from or to a Related Party, or acquisition or disposal of assets other than real property or right-of-use assets from or to a Related Party where the transaction amount reaches 20 % or more of the Company’s paid-in capital, 10 % or more of the Company's total assets, or NT$300 million or more. Provided, this shall not apply to trading domestic government bonds or bonds under repurchase and reverse repurchase agreements, or subscription or repurchase of domestic money market funds issued by securities investment trust enterprises.
(2) Merger, demerger, acquisition, or transfer of shares.
(3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
(4) Where equipment or its right-of-use asset for business use is acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. Where the Company's paid-in capital is more than NT$10 billion and the transaction amount is more than NT$1 billion.
(5) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction is no less than NT$500 million.
(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the Mainland China area reaches 20 % or more of the Company's paid-in capital or NT$300 million; Provided, this shall not apply to the following circumstances:
1. Trading of domestic government bonds.
2. Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds issued by securities investment trust enterprises.
(7) The amount of transactions above shall be calculated as follows:
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
3. The cumulative transaction amount of real property or right-of-use asset acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
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1. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
(8) "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
Timeline and format of public disclosure

In acquiring or disposing of assets, when items that require public disclosure per Item 1 in this Article are found and the transaction amount has reached the standard that requires public disclosure, the Company shall proceed with public disclosure within 2 days of the time of the event according to the required format.

Public Announcement Format
(1) The Company shall announce relevant information on a designated website by the FSC.
(2) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and input into the information reporting website designated by the FSC by the 10th day of each month.
(3) When the Company makes an error or omission in an item required by regulations to be publicly announced, all the items shall be properly corrected and publicly announced in entirety within two days upon knowledge of its error or omission.
(4) When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and certified public accountant, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.
(5) When any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced in accordance with the regulations, a public report of relevant information shall be made on the website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regards to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and reported information.
Format of disclosure: disclosure format as regulated by the FSC shall be adopted based on the nature of the transaction.

Article 15: The Company's subsidiaries shall be governed by the following:

The subsidiaries of the Company should establish their respective procedures of Procedures for Acquisition or Disposal of Assets in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies of ROC.
When a subsidiary acquires or disposes of asset, relevant internal Company policies shall be enforced accordingly.
The Company's subsidiary is not a domestic public listed company, hence, the Company will proceed with the disclosure and report if the subsidiary satisfies the criteria set forth in Chapter 3 pertaining to the public disclosure items of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies of ROC.
The paid-in capital or total assets of the public company shall be the standard for determining whether or not a transaction conducted by a subsidiary reaches 20 percent of the paid-in capital or 10 percent of the total assets.
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Article 15-1: For calculation of the 10% of total assets under the handling procedure, the total assets stated in the most recent entity only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall apply. In the case of the Company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20% of paid-in capital under the Handling Procedures, 10% of equity attributable to owners of the parent shall be substituted.

Article 16: Penalties

When the acquisition or disposal of assets by Company employees breach the the Procedures herein, the Company will report and evaluate the persons involved according to the Company's Principles of Human Resources Management and the Policies of Employee Operations. Punitive actions may be taken based on the materiality of the offense.

Article 17: Implementation and Amendment

This procedure and any amendments thereto, shall be approved by the Audit Committee and the Board, and reported at the Shareholders’ Meeting for approval prior to implementation. The same procedures apply to any amendments, which shall be subject to mutatis mutandis application of Paragraph 2, Article 6-1.

When the above Procedures are submitted for discussion in the Board meeting, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.

Article 18: Additional Provisions

Items not dealt with in the Procedures will proceed in compliance with relevant legal regulations.

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Appendix 9 Mercuries & Associates Holding, Ltd. Procedures for Endorsement and Guarantee (Before Amendment)

Article 1 Purpose

The Company establishes these Procedures to safeguard shareholders' rights and interests, manage endorsements/guarantees, and reduce risks of operations.

The Company shall comply with these Procedures when making endorsements/guarantees for others, provided that where financial-related laws and regulations provides otherwise, the provisions of such act shall prevail.

Article 2 Legal Basis

These Procedures are established in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the Financial Supervisory Commission (the FSC).

Article 3 Scope

The term "endorsements/guarantees" referred to in these Procedures shall mean the following:

Financing endorsements/guarantees, including:
(1) Bill discount financing.
(2) Endorsement or guarantee made to meet the financing needs of another company.
(3) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself.
Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters.
Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs.

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

Article 4 Object of Endorsements/Guarantees

The Company may make endorsements/guarantees for the following companies:

A company with which it does business.
A company in which the Company directly and indirectly holds more than 50 percent of the voting shares.
A company that directly and indirectly holds more than 50 percent of the voting shares in the Company.

Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

Where the Company fulfills its contractual obligations by providing mutual ndorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.

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Article 5 Amount and Evaluation Standards of Endorsements/Guarantees

The ceilings on the Company’s aggregate endorsement/guarantee amount and the amount of its endorsements/guarantees for any single entity are as follows:

The Company’s aggregate endorsement/guarantee amount shall be limited to 30% of the Company's net worth.
Where an endorsement/guarantee is made due to needs arising from business dealings, the amount of the endorsement/guarantee for any single entity shall be limited to 30% of the total amount of trading between the entity and the Company over the past year or 120% of the total amount of trading between the entity and the Company over the past three months, whichever is higher, and limited to 15% of the Company's net worth; where an endorsement/guarantee is made between the parent company and the subsidiary, the amount of the endorsement/guarantee shall be limited to 15% of the Company's net worth; where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, the amount of the endorsement/guarantee shall be limited to 15% of the Company's net worth.
The aggregate endorsement/guarantee amount that the Company and its subsidiaries as a whole are permitted to make shall be limited to 40% of the Company's net worth. The amount of endorsements/guarantees for any single entity that the Company and its subsidiaries as a whole are permitted to make shall be limited to 15% of the Company's net worth.
For circumstances in which an entity for which the Company makes any endorsement/guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, follow-up monitoring and control measures shall be taken as follows:
(1) The Board of Directors shall resolve.
(2) The Company shall receive a financial report from the subsidiary on a monthly basis.

"Subsidiary" and "parent company" referred to in these Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

"Net worth" referred to in these Procedures shall mean the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 6 Hierarchy of Decision-making Authority and Delegation

The Company's hierarchy of decision-making authority and delegation to make endorsements / guarantees is as follows:

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.
Where the Company needs to exceed the limits prescribed in Article 5 to satisfy its business requirements, and where the conditions prescribed in these Procedures are complied with, it shall obtain approval from the Board of Directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/guarantee. It shall also amend these Procedures accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.
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Where the Company's Board of Directors 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.
The specific limit of an endorsement/guarantee granted by the chairman of the board empowered by the Board of Directors shall be limited to 10% of the Company's net worth.
Before making any endorsement/guarantee pursuant to Paragraph 2, Article 4, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement/guarantee to the Board of Directors of the Company for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

Article 7 Procedures for Making and Reviewing Endorsements/Guarantees

The Company shall make and review endorsements/guarantees in accordance with the following procedures:

Responsible unit

The Finance Department of the Company is responsible to make endorsements/guarantees. Other employees may be designated by the President to assist in making endorsements/guarantees whenever necessary.

Review procedures
(1) When making endorsements/guarantees, the responsible unit shall make a specific review report, which shall include the following items:
A. The necessity of and reasonableness of endorsements/guarantees.
B. Credit status and risk assessment of the entity for which the endorsement/guarantee is made.
C. The impact on the Company's business operations, financial condition, and shareholders' equity.
D. Whether collateral must be obtained and appraisal of the value thereof.
(2) When making an endorsement/guarantee, the responsible unit shall make a report specifying the company making the endorsement/guarantee, the entity for which the endorsement/guarantee is made, the category of, reason for, and amount of the endorsement/guarantee, and submit it along with the evaluation report prescribed in Item (1) to the President and the Chairman for approval and then to the Board of Directors for resolution. Due to business needs, however, the endorsement/guarantee may be approved by the Chairman within a specific limit prescribed in Subparagraph 4, Paragraph 1, Article 6, for subsequent submission to and ratification by the next board of director meeting; in addition, the handling of the endorsement/guarantee and related matters shall be reported to the shareholders' meeting for review.
When making an endorsement/guarantee, the responsible unit shall carefully evaluate the risk and obtain a collateral from the entity for which the endorsement/guarantee is made whenever necessary.
The Finance Department shall prepare a memorandum book for its endorsement/guarantee activities and record in detail the following information for the record: the entity for which the endorsement/guarantee is made, the amount, the date of passage by the Board of Directors or of authorization by the Chairman, the date the endorsement/guarantee is made, and the matters to be carefully evaluated under Item (1), Subparagraph 2.
The Finance Department shall compile a list of endorsement/guarantee amounts changed in the previous month at the beginning of each month and submit it to the Board of Directors on a regular basis.

Article 8 Procedures for Using and Keeping a Corporate Chop

The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board of Directors and may be used to seal or issue negotiable instruments in accordance with the procedures prescribed in the Company's chop regulations.

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When making a guarantee for a foreign company, the Company shall have the guarantee agreement signed by the Chairman empowered by the Board of Directors.

Article 9 Procedures for Announcement and Reporting

The Company and its subsidiaries whose balances of endorsements/guarantees reach one of the following levels shall announce and report such an event in the website designated by the FSC in accordance with the regulations:

The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month.
The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such an event within two days commencing immediately from the date of occurrence:
- (1) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company's net worth as stated in its latest financial statements.
- (2) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20 percent or more of the Company's net worth as stated in its latest financial statements.
- (3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, carrying amount of investments accounted for using equity method in, and balance of loans to, such enterprise reaches 30% or more of the Company's net worth as stated in its latest financial statements.
- (4) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the Company's net worth as stated in its latest financial statements.
The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such a subsidiary is required to announce and report pursuant to Item (4), Subparagraph 2.
“Date of occurrence” in these Procedures shall mean the date of contract signing, date of payment, dates of Board of Directors' resolutions, or other dates that can confirm the counterpart and monetary amount of the endorsement/guarantee, whichever date is earlier.
Article 10 Internal Audit

The Company's internal auditors shall audit these Procedures and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.

Article 11 Procedures for Controlling Endorsements/Guarantees Made by Subsidiaries
Where a subsidiary of the Company intends to make endorsements/guarantees for others, the Company shall instruct it to formulate its own procedures for endorsements and guarantees in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the FSC.
Where a subsidiary of the Company intends to make endorsements/guarantees for others, it shall report to the Company for approval and comply with its own procedures for endorsements and guarantees. The Finance Department of the Company and employees designed by the President shall carefully evaluate the necessity, reasonableness, and risk of the endorsements/guarantees and their impact on the Company's business operations, financial condition, and shareholders' equity, and report to the President and the Chairman for approval.
The Finance Department shall receive a list of endorsement/guarantee amounts changed from each subsidiary at the beginning of each month.
The Company's internal auditors shall audit the compliance of each subsidiary with its own
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procedures for endorsements/guarantees on a regular basis and make an audit report accordingly; after reporting the findings and recommendations, the internal auditors shall request each subsidiary to improve, and shall make a follow-up report to make sure that proper corrective measures have been taken in a timely manner.

Article 12 Punishments

When managerial officers and persons in charge of endorsements/guarantees violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies established by the FSC or these Procedures, they will be evaluated in accordance with the Company's personnel regulations and work rules and punished according to the severity of the violation.

Article 13 Miscellaneous

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 the Audit Committee, and shall complete the rectification according to the schedule set out in the plan.
The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures.

Article 14 Supplementaries

Matters not prescribed in these Procedures shall be governed by the relevant laws and regulations.

Article 15 Implementation and Amendments

Resolved by the Board of Directors and by more than half of all Audit Committee members, these Procedures shall be submitted 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 the Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to these Procedures.

When these Procedures submitted to the Audit Committee for discussion pursuant to the preceding paragraph are not approved by more than half of all Audit Committee members, they may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Article 16 Dates of Amendments

These Procedures were amended and adopted by the shareholders' meeting on June 20, 2003. The second amendment was made on June 9, 2006.

The third amendment was made on June 19, 2009. The fourth amendment was made on June 18, 2010. The fifth amendment was made on June 21, 2013. The sixth amendment was made on June 20, 2014. The seventh amendment was made on June 22, 2018. The eighth amendment was made on June 14, 2019.

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Appendix 10 Mercuries & Associates Holding, Ltd. Procedures for Lending Funds to Other Parties (Before Amendment)

Article 1 Purpose

The Company establishes these Procedures for business needs on the premise that they do not violate Article 15 of the Company Act.

Except as otherwise provided by financial-related laws and regulations, the lending of funds to other parties shall be governed by these Procedures.

Article 2 Legal Basis

Article 3 Object of Lending of Funds

The Company may lend funds to the following companies:

A company or firm with which it does business.
A company or firm which has a need of short-term financing.

The term "short-term" referred to in the preceding paragraph shall mean one year or one operating cycle (whichever is longer).

Article 4 Evaluation Standards for Lending of Funds to Other Parties

Where the Company lends funds to another company or firm which has a need of short-term financing, subject to the following circumstances:

(1) A company in which the Company holds 30% of the shares and having a need of short-term financing due to business needs.
(2) A company or firm having a need of short-term financing due to the purchase of materials or operating turnover.

Article 5 Aggregate Amount of Loans and Maximum Amount Permitted to a Single Borrower

The aggregate financing amount shall be limited to 40% of the Company's net worth.
For a company or firm which has business dealings with the Company, the amount lent to the single company or firm shall be limited to the total amount of trading between both parties, and the aggregate financing amount shall be limited to 20% of the Company's net worth. "Amount of trading" shall mean the amount of purchase or sales between both parties, whichever is higher.
For a company or firm which has a need of short-term financing, the amount lent to the single company or firm shall be limited to 10% of the Company's net worth, and the aggregate financing amount shall be limited to 20% of the Company's net worth.

"Net worth" shall mean the balance sheet equity attributable to the owners of the parent company under the financial statements prepared in accordance with the International Financial Reporting Standards.

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 or loans between the Company and such foreign companies; 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 one year.

Article 6 Duration of Loans

The duration of each loan shall be within a period not to exceed one year.

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Article 7 Calculation of Interest

The interest rate of a loan shall be no less than the highest interest rate of a loan borrowed by the Company from a financial institution. The interest rate of a loan shall be collected on a monthly basis. The borrower shall pay interest within a week from the agreed payment date. In case of special circumstances, the interest rate of a loan may be adjusted after the consent of the Board of Directors.

Article 8 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.

Lending of funds between the Company and its parent company or subsidiaries, or between subsidiaries, shall be submitted for a resolution by the Board of Directors pursuant to the preceding paragraph, and the Chairman may be authorized, for a specific borrowing counterpart, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterpart to draw down.

The "certain monetary limit" referred to in the preceding paragraph shall be in compliance with Paragraph 2, Article 5. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth of the lending company in the most current financial statements.

Before the Company lends funds to others, it shall take each Independent Director's opinions into full consideration; Independent Directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be recorded in the minutes of the Board of Directors meeting.

Article 9 Procedures for Handling and Reviewing Lending of Funds

Responsible unit

The Finance Department of the Company is responsible for lending of funds to others. Other employees may be designated by the President to assist in lending funds whenever necessary.

Review procedures and ratification
(1) Credit investigation

The Company shall perform the credit investigation on a company or firm applying for a loan based on the following principles:

A. For a first-time borrower, the borrower shall provide a copy of company's license and person in charge's ID as well as necessary financial data.
B. For an existing borrower, the Company shall perform the credit investigation once every year. For major cases, the credit investigation shall be performed once every six months.
C. If a borrower has excellent finance and credit and annual financial statements assured by CPAs, the Company may refer to the credit investigation report having been made over 1 year but less than 2 years and the assured financial statements.
(2) Review and evaluation

The borrower shall submit the application form for a loan within the amount limit prescribed in Article 5, and the responsible unit shall make a specific review report, which shall include the following items:

A. The necessity and reasonableness of extending loans to others.
B. Borrower credit status and risk assessment.
C. The impact on the Company's business operations, financial condition, and shareholders' equity.
D. Whether collateral must be obtained and appraisal of the value thereof.
(3) Ratification
A. If a borrower's credit is poor or a loan is considered inappropriate for other reasons after the review and evaluation, the responsible employee shall report the reason for not lending the loan for ratification and reply to the borrower as soon as possible.
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B. If a borrower's credit is excellent, and the loan is with a proper purpose and has no adverse impact on the Company's financial condition or shareholders' equity after the review and evaluation, the responsible employee shall submit the credit investigation and review report along with the amount, duration, and interest rate of the loan to the President and the Chairman for approval and to the Board of Directors for resolution pursuant to Article 8.
Notification

After a loan is ratified, the responsible employee shall notify the borrower by mail or phone as soon as possible, specifying the terms and conditions of the loan, including the amount limit, duration, interest rate, collateral, and guarantor, and requesting the borrower to sign within the given time limit. After the collateral in pledge is set and the identity of the guarantor is verified, the loan will be appropriated.

Contract signing and identity verification
(1) Before the signing of a loan contract, the responsible employee shall set up the provisions of a loan contract and submit them to the person in charge of legal affairs for review and to the legal counsel for approval.
(2) The provisions of a loan contract shall be consistent with the terms and conditions of the ratified loan. After the borrower and the guarantor sign in the loan contract, the responsible employee shall perform the identity verification.
Security
(1) When lending funds to others, the Company shall obtain the secured note with the same amount, and shall request the borrower to provide a collateral equivalent to the amount of the loan and set the pledge or mortgage whenever necessary to ensure the Company’s claims. If a borrower provides an individual or company with considerable financial resources and credit as a replacement for a collateral, the Board of Directors may resolve in consideration of the Finance Department's opinions. If a company is provided as a collateral, the company shall have a guarantee clause prescribed in its articles of incorporation and submit the minutes of related resolutions to the shareholders' meeting or Board of Directors.
(2) Except for land and securities, the Company shall purchase fire insurance for a collateral; all risk insurance shall be purchased for ships and vehicles. The amount of insurance shall not be less than the value of a collateral. The insurance policy shall specify that the Company is the beneficiary. The name, quantity, storage location, insurance conditions, and insurance approval of the subject matter specified in the insurance policy should be consistent with the original terms and conditions of the Company’s loan; if the building has not been assigned a building number when it is erected, its address shall be marked with the section and land numbers.
(3) The responsible employee shall notify the borrower of policy renewal before the insurance expires.
Appropriation

A loan shall be appropriated after being ratified in accordance with these Procedures and being verified by the Finance Department.

Article 10 Procedures for Announcement and Reporting

The Company and its subsidiaries whose balances of funds lent to others reach one of the following levels shall announce and report such an event in the website designated by the FSC in accordance with the regulations:

The Company shall announce and report the previous month's loan balances of itself and its subsidiaries by the 10th day of each month.
The Company whose lending of funds reaches one of the following levels shall announce and report such an event within two days commencing immediately from the date of occurrence:
(1) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statements.
(2) The balance of loans by the Company and its subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statements.
(3) The amount of new lending of funds by the Company or its subsidiaries reaches NT$10
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million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statements.

The Company shall announce and report on behalf of any subsidiary thereof that is not a public offering company of the Republic of China any matters that such a subsidiary is required to announce and report pursuant to Subparagraph 3, Paragraph 2.
“Date of occurrence” in these Procedures shall mean the date of contract signing, date of payment, dates of Board of Directors' resolutions, or other dates that can confirm the counterparty and monetary amount of the lending of funds, whichever date is earlier.

Article 11 Repayment

When a borrower repays loans upon maturity, interests accrued shall be computed first. After the interests and principal are paid off altogether, the Company may cancel certificates of the obligatory claim, such as promissory notes and certificate of indebtedness, and then return them to the borrower.
If a borrower applies for the cancellation of mortgage, the Company shall first check whether there is a loan balance and then decide whether it agrees to cancel the mortgage.

Article 12 Case Organization and Retention

The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the Board of Directors, lending/borrowing date, and matters to be carefully evaluated according to the regulations.

After appropriating a loan, the responsible employee shall organize the certificates of the obligatory claim, such as promissory notes and certificate of indebtedness, collateral credentials, insurance policy, and correspondence in order and submit them to the Finance Department for retention. The envelope shall be marked with the customer's name and contents and submitted to the supervisor for review. Upon verification, the envelope will be stored in a safe and recorded in the register.

Article 13 Subsequent Measures for Control of Loans and Procedures for Handling Overdue Loans
After appropriating a loan, the responsible employee shall fill out the loan schedule to others and submit it to the supervisor for approval. The approved schedule shall be retained by the Finance Department, and a copy shall be kept by the responsible employee for further review. The responsible employee shall always pay attention to the financial condition, business, and credit of the borrower and the guarantor. If a collateral is provided, the responsible employee shall be aware of any changes in the value of the collateral. In case of significant changes, the responsible employee shall report to the President immediately and act according to his instructions.
The borrower shall pay off the principal and interest of the loan immediately at maturity. If the borrower fails to do so, the Company may dispose of or recover the loss from the collateral provided or the guarantee.

Article 14 Internal Audit

The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.

Article 15 Procedures for Controlling Loans Lent by Subsidiaries
Where a subsidiary of the Company intends to lend funds to others, the Company shall instruct it to formulate its own procedures for lending funds to other parties in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Offering Companies established by the FSC.
Where a subsidiary of the Company intends to lend funds to others, it shall report to the Company for approval and comply with its own procedures for lending funds to other parties. The Finance Department of the Company and employees designed by the President shall carefully evaluate the necessity, reasonableness, and risk of the loans and their impact on the Company's business
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operations, financial condition, and shareholders' equity, and report to the President and the Chairman for approval.

The Finance Department shall receive a list of balances of funds lent to others from each subsidiary at the beginning of each month.
The Finance Department shall evaluate the subsequent control measures taken by each subsidiary for the loans and the appropriateness of the procedures for handling overdue loans.
The Company's internal auditors shall audit the compliance of each subsidiary with its own procedures for lending funds to other parties on a regular basis and make an audit report accordingly; after reporting the findings and recommendations, the internal auditors shall request each subsidiary to improve, and shall make a follow-up report to make sure that proper corrective measures have been taken in a timely manner.

Article 16 Punishments

When managerial officers and persons in charge of lending of funds to others violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Offering Companies established by the FSC or these Procedures, they will be evaluated in accordance with the Company's personnel regulations and work rules and punished according to the severity of the violation.

Article 17 Other matters

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 the Audit Committee, and shall complete the rectification according to the schedule set out in the plan.
The Company shall evaluate the status of its lending of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.

Article 18 Supplementaries

Matters not prescribed in these Procedures shall be governed by the relevant laws and regulations.

Article 19 Implementation
Resolved by more than half of all Audit Committee members and by the Board of Directors, these Procedures shall be submitted 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 the Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to these Procedures.

Article 20 These Procedures were established on March 19, 1988. The first amendment was made on April 23, 1991. The second amendment was made on April 30, 1996. The third amendment was made on April 30, 2002. The fourth amendment was made on March 25, 2003. The fifth amendment was made on June 19, 2009. The sixth amendment was made on June 18, 2010. The seventh amendment was made on June 21, 2013. The eighth amendment was made on June 22, 2018. The ninth amendment was made on June 14, 2019.

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Appendix 11 Mercuries & Associates Holding, Ltd. Shareholding of Directors

The Company's paid-in capital is NT$8,266,826,880 and cumulative issued shares outstanding are 826,682,688 shares.
All Directors shall hold a minimum of 26,453,846 shares
Below is a list of actual shareholding from all Directors and Supervisors of the ex-share transfer date on April 20, 2020:

April 20, 2020:
Title	Name	Shares Held	Shareholding ratio
Chairman	Shanglin Investment Co., Ltd. Representative: Chen,Hsiang-Li	170,133,164	20.58%
Director	Fang,Cheng-I	3,337,936	0.40%
Director	Shanglin Investment Co., Ltd. Representative: Mao,Ming-yu	170,133,164	20.58%
Director	Shanglin Investment Co., Ltd. Representative: Chen,Hsiang-chung	170,133,164	20.58%
Director	Shanglin Investment Co., Ltd. Representative: Cheng,I-teng	170,133,164	20.58%
Director	Shuren Investment Co., Ltd.. Representative: Weng,Wei-chun	117,322,311	14.19%
Independent Director	Li,Mao	0	0%
Independent Director	Chen,Chang-I	0	0%
Independent Director	Tu,Te-Cheng	0	0%
Shares held by all Directors (excluding Independent Directors)			290,793,411
Shareholding from Directors has reached the legally required minimum.

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Appendix 12 Mercuries & Associates Holding, Ltd.

Information on Stock Grants, Compensations for Directors and Employees

The effect on the Company's operational performance, EPS, and the return on equity investment for shareholders from bonus shares issued in this period: the Company did not disclose financial forecast for 2020, hence this is not applicable.
On the 18th Board meeting of the 19th Board on March 27 ,2020, the company's board of director approved the directors’ compensation and employees’ compensation in the amounts of NT$15,000,000 and NT$35,500,000 in cash,repectively.
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AI assistant

MERCURIES — AGM Information 2020

52227_rns_2020-06-29_b843fafe-71a6-4689-99c7-e9dd97e8c6a8.pdf

Mercuries & Associates Holding, Ltd.

2020 Annual Shareholders' Meeting

Table of Contents

Mercuries & Associates Holding, Ltd. 2020 Annual Shareholders’ Meeting Agenda

Report Items

Ratification Items

Discussion Items

Proposa l: To invest the Company's surplus for issuance of new shares.

Extraordinary Motions

Meeting Adjourned

Attachment 1

Mercuries & Associates Holding, Ltd. 2019 Business Report

II. Summary of 2020 Business Plan

(I) Impact of external competition

Attachment 2

Mercuries & Associates Holding, Ltd.

Audit Committee's Review Report

Attachment 3

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for opinion

Key audit matters

The completeness and accuracy of recording insurance reserves

Description

How our audit addressed the matter

Valuation of investment assets

Description

How our audit addressed the matter

Completeness and accuracy of retail sales revenue

Description

How our audit addressed the matter

Other matter

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

Auditor’s responsibilities for the audit of the consolidated financial statements

BDO TAIWAN

Notice to Readers

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2019 and 2018

MERCURIES & ASSOCIATES HOLDING, LTD. And SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2019 and 2018

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for opinion

Key audit matters

- Investments accounted for using equity method completeness and accuracy of recording insurance reserves

Description

How our audit addressed the matter

Investments accounted for using equity method- valuation of investment assets

Description

How our audit addressed the matter

- Investments accounted for using equity method completeness and accuracy of retail sales

revenue

Description

How our audit addressed the matter

Other matter

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

Auditor’s responsibilities for the audit of the financial statements

BDO TAIWAN

March 27, 2020

Notice to Readers

MERCURIES & ASSOCIATES HOLDING, LTD. BALANCE SHEETS December 31, 2019 and 2018

MERCURIES & ASSOCIATES HOLDING, LTD. STATEMENTS OF COMPREHENSIVE INCOMES

MERCURIES & ASSOCIATES HOLDING, LTD.

STATEMENTS OF CHANGES IN EQUITY

MERCURIES & ASSOCIATES HOLDING, LTD. STATEMENTS OF CASH FLOWS

Attachment 4

Mercuries & Associates Holding, Ltd.

2019 Earnings Distribution Table

Attachment 5

Mercuries & Associates Holding, Ltd.

Comparison Table for the Rules and Procedures for Board of Director Meetings Before and After Amendment

Attachment 6

Mercuries & Associates Holding, Ltd.

Comparison Table for the Corporate Governance Best Practice Principles Before and After Amendment

Attachment 7

MERCURIES AGM Information 2020

Proposa `l:` To invest the Company's surplus for issuance of new shares.