PSC - Proxy Solicitation & Information Statement 2015

Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

Meeting Notice of

2015 General Shareholders’ Meeting

Time and Date: 9:00 AM, June 18th, 2015,
Place: B1, No. 8, Dongxing Rd., Taipei City, Taiwan ROC
Total outstanding PSC shares: 1,323,119,054 shares.

Total shares represented by shareholders present in person or by proxy: 1,071,336,919 shares (of which, 245,506,077 shares voted via electronic transmission). Percentage of shares held by shareholders present in person or by proxy: 80.97%.

Chairman: A-Hua Deng, the Chairman of the Board of Directors
Director present in person: Lin, Kuan-Chen, Kai Nan Investment Co.,Ltd, Leg Horn Investment Co., Ltd and Hui Tung Investment Co., Ltd.
Supervisor present in person: Lu, Li-An and China F.R.P. Corporation.
Recorder: Chiung-Huang Huang
Chairman's Address (omitted)
- 1. Report Items

(1) 2014 Business Report

Details: The Company’s Business Report for 2014, please see Appendix I

1. 2014 Supervisors Audit Report

Details: 2014 Audit Report prepared by the Supervisors of the Company, please see Appendix II

1. Capital Adequacy Ratio Report

Details: The Company’s capital adequacy ratio for March of 2015 was 391%.

- - 1. Items to be Approved
- Item 1 (proposed by the Board of Directors)

Topic: that the 2014 consolidated financial statements be approved.

Explanation:

(1) The 2014 consolidated financial statements have already been successfully audited by CPA Lin Se-Kai and CPA Huang Gin-Jei of PricewaterhouseCoopers Taiwan and audited by the Supervisors of the Company.

(2) Approve the Business Report, the financial statements, and the consolidated financial statements. Please see Appendix I and Appendix III

As shares voted against the proposal via electronic transmission were received, the chairman announced to put the proposal to vote for resolution.
Voting Result: 1,071,336,919 shares were represented at the time of voting. 1,059,128,654 shares voted for the proposal (of which 234,578,283 shares exercised via electronic transmission); 5,956 shares voted against the proposal (of which 5,956 shares exercised via electronic transmission). 12,202,309 shares abstain from voting (of which 10,921,838 shares exercised via electronic transmission).
98.86% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

- - 1. Item 2 (Proposed by the Board of Directors)

Topic: that the 2014 earnings distribution proposal be approved.

Explanation:

(1) Drafted in accordance with the Company Law and the Company’s Articles of Incorporation. The 2014 earnings distribution table, please see Appendix IV.

(2) Our Company’s distributable earnings for 2014 were NT$1,084,983,441 and the cash dividend of NT$1,071,726,434 (NT$0.81 per share) are proposed. The Chairman was authorized to set the record date after the proposal of 2014 dividend distribution is resolved by 2014 shareholders’ meeting.

(3) If the total number of outstanding company shares is altered, the Chairman of the Board shall be authorized to adjust the distribution ratios approved in the General Shareholders’ Meeting so as to accurately reflect the total number of outstanding shares as of date of record. Fractional currencies less than NT$1 will be allocated to Employee Welfare Committee.

As shares voted against the proposal via electronic transmission were received, the chairman announced to put the proposal to vote for resolution.
Voting Result: 1,071,336,919 shares were represented at the time of voting. 1,059,128,634 shares voted for the proposal (of which
234,578,263 shares exercised via electronic transmission); 5,976 shares voted against the proposal (of which 5,976 shares exercised via electronic transmission). 12,202,309 shares abstain from voting (of which 10,921,838 shares exercised via electronic transmission).
98.86% of the shares were cast in favor of this proposal, which was more than 50% of the shares represented at the time of voting.

RESOLVED, that the above proposal be and hereby were accepted as submitted.

D. Items for Discussion

Item 1 (Proposed by the Board of Directors)

Topic: Amendments to the “Operating Procedures for Endorsement and Guarantee”.

(1) In accordance with the order issued by FSC(order number Jin Guan Zheng Fa No. 1030020595 of Jun. 18th, 2014), the Procedures Endorsement and Guarantee should be amended.

(2) For chart comparing the changes, please see Appendix V.

Item 2 (Proposed by the Board of Directors)

Topic: Amendment to the “Articles of Incorporation”.

(1) According to Financial Supervisory Commission’s regulation, our Company shall establish audit committee to replace supervisors. It is proposed to amend the Corporate Charter by deleting certain provisions regarding Supervisors and increasing seats of the Board of Directors board (including three independent directors).

(2) The major amendments are as follows:

1) Special meeting of shareholders shall be convened in compliance with the laws and regulations, Article 9 is amended to simplify the the wordings concerning special meeting accordingly.

2) Article 13 is to delete the wordings“will apply from the tenth Board election”

3) The establishment of audit committee and related matters is increased as Article 13-1

4) Article 12, 13, 14, 16, 18, 19, 19-1, 22 and 23 is to delete the rules.

(3) For comparison table, please see Appendix VI

Item 3 (Proposed by the Board of Directors)

Topic: Amendment to “Procedures for Engaging in Derivatives Trading”

(1) “Taipei Exchange Regulations Governing Over-the-Counter Trading of Financial Derivatives by Securities Firms” was revised on December 24, 2014.

(2) Amendment is made to accommodate the relevant regulations promulgated by competent authority and the market practice.

(3) For comparison table, please see Appendix VII.

E. Election item (Proposed by the Board of Directors)

Topic: To elect the 10th board of Directors of the company.

The term of the Company’s ninth board of directors and supervisors shall expire on June 18, 2015. The tenth board of directors shall be elected during the general shareholders meeting of this year.
In accordance with Article 13 of the Company’s bylaws, the Company shall have 19 directors, of which 4 shall be independent, 15 shall be non-independent. They shall serve a 3-year term (from their appointment at the shareholders’ meeting to be held on June 18, 2015, to June 17, 2018) and are eligible for reelection. Directors shall be elected from among the nominees listed in the roster of candidates by adopting candidate nomination system.
Election-related matters shall be handled in accordance with the Company’s Rules Governing the Election of Directors.(refer to Appendix VIII, page 51)
The election of independent and non-independent shall be held together but the votes shall be calculated separately.
The list of independent and non-independent director candidates, as vetted and approved by the board, is as the attachment.
Please cast your vote.

Meeting Notice of

2015 General Shareholders’ Meeting

Directors Election Result


Shareholder’s account number or ID	Name	Votes received	Result
42740	Kai Nan Investment Co.,Ltd LIN,CHUNG-SHEN	992,928,209 (include 90,479,703 shares exercised via electronic transmission)	Elected
1357	LIN,KUAN-CHEN	985,615,073 (include 98,157,984 shares exercised via electronic transmission)	Eected
63	CHENG,KAO-HUEI	945,246,173 (include 85,747,760 shares exercised via electronic transmission)	Elected
1840	KAO, SHIOW-LING	943,110,854 (include 87,258,850 shares exercised via electronic transmission)	Elected
2674	TENE, WEN- HWI	935,959,558 (include 88,575,430 shares exercised via electronic transmission)	Elected
83	Leg Horn Investment Co., Ltd CHANG,MING CHEN	920,192,412 (include 88,568,978 shares exercised via electronic transmission)	Elected
3126	Hui Tung Investment Co., Ltd PI , CHIEN-KUO	920,192,409 (include 88,568,975 shares exercised via electronic transmission)	Elected
9142	Ta Leh Investment Holding Co., Ltd TU, LI-YANG	913,703,668 (include 85,726,643 shares exercised via electronic transmission)	Elected
76	LEE , SHY-LOU	912,899,659 (include 88,569,043 shares exercised via electronic transmission)	Elected
72	DUH, BOR-TSANG	894,642,702 (include 88,575,424 shares exercised via electronic transmission)	Elected
93	China F.R.P. Corporation LEE, SHU-FEN	894,196,413 (include 88,569,825 shares exercised via electronic transmission)	Elected
42740	Kai Nan Investment Co., Ltd LIU, TSUNG-YI	894,118,168 (include 88,574,596 shares exercised via electronic transmission)	Elected
42740	Kai Nan Investment Co., Ltd LIN, CHENG-TE	894,056,268 (include 88,569,840 shares exercised via electronic transmission)	Elected
42740	Kai Nan Investment Co., Ltd HSIEH HUNG,HUI-TZU	893,977,978 (include 89,871,550 shares exercised via electronic transmission)	Elected
42740	Kai Nan Investment Co., Ltd LU,LI-AN	893,366,344 (include 88,569,920 shares exercised via electronic transmission)	Elected
S1002*****	WU ,TSAI-YI	890,842,438 (include 98,618,690 shares exercised via electronic transmission)	Elected
D1002*****	LEE , KWANG CHOU	890,829,124 (include 98,695,847 shares exercised via electronic transmission)	Elected
D1008*****	FU, KAI- YUN	890,229,673 (include 98,695,925 shares exercised via electronic transmission)	Elected
M2001*****	Liang, Yann Ping	890,175,619 (include 98,732,342 shares exercised via electronic transmission)	Elected

F. Extraordinary Motions: None

G. Adjournment:

There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned.

Appendix I

2014 Business Report

Macroeconomic Forces and Business Strategy

Looking back on 2014, we see clearly the effects that stimulus measures had on foreign stock markets and on the Taiwan stock market in the second half of the year. The TAIEX reached its peak for the year of 9,594 in July. In the second half of the year, however, international political factors, the Ebola scare, and domestic food safety scandals, all worked together to destabilize the domestic markets. The result was a year that saw a high of 9,594 and a low of 8,230 on the index, for a range of 8.1%. Accordingly, President implemented strict risk management controls, stable investment strategies, diversification of investments, all of which worked to rake in strong profits of NT$1.583 billion for 2014, or EPS of NT$1.2, putting President in the number two position among the top-10 largest brokerage houses in Taiwan, and proving our team’s ability to deliver superior results even in the face of difficult markets.

Actual Status and Results Achieved

Looking at our brokerage business, President held an average market share for 2014 of 3.38%, giving us a ranking of 8th place within the industry. Going forward, we will continue to stake out a solid place within the domestic market, while at the same time moving to take advantage of newly-authorized domestic and international business areas; we will also continue to expand our product offerings and sales channels and increase the contribution from such products to our bottom line. We will combine these efforts with reputable business practices, exceptional service, a diverse product range, and improved channel value, so as to create stable profits and market share.

As for our underwriting business, we acted as lead underwriter on 4 issues, and as secondary underwriter on 40 issues, placing us in the 6th spot in the industry in terms of lead underwriter. Our underwriting team will continue to serve as an important conduit between our clients and the capital markets, working with them at every stage of their business expansion to provide professional advice and services. Indeed, we will continue to enthusiastically service existing clients, while actively pursuing potential new clients.

Looking at our proprietary trading department in 2014, we saw the global economy recovering, the four major US indices reaching new highs, Taiwan’s FSC implementing new stimulus policies, all of which together helped push the TAIEX higher. In the second half of the year, however, domestic markets were rocked by several food safety scandals and the threat of an Ebola outbreak. Despite this, our proprietary trading department was able to stay on top of the market and select only premium stocks, and was then able to couple this with prudent risk control measures, and diversified global investment targets that diversified exposure. In the end, our team was able to produce superior returns that outperformed the broader market for the year, which translated into stable profits for the company.

Looking at our bond trading business, with the world economy improving and central banks around the world maintaining a low interest rate policies, the bond market remained bullish, making for solid trading volumes and attractive arbitrage opportunities. Plus, changes in global economic factors and government policies translated into strong profits from foreign currency-denominated bonds. With the US FED expected to raise interest rates in 2015, we will continue to monitor macroeconomic trends in search of stable investment targets and profit opportunities.

Looking at our derivatives business, President ranked 9th in the industry in terms of number of warrants issued and dollar value of warrants issued, with both our warrant sales efforts and the efficiency of our issues seeing a noticeable improvement. Going forward, we will continue to issue quality warrants, build our brand image, and expand our product line to enhance profitability. As for our futures business, a bullish market combined with positive governmental policies translated into good trading opportunities in 2014, which, in turn, resulted in stable profits. Going forward, we will continue to expand our range of trading strategies and range of contracts available for trading, with the aim of producing stable returns, reduced portfolio risk, enhanced risk controls, all of which together translates into profitability for President Securities, overall.

Execution Outcome of Profit and Loss

In 2014, average daily trading volume on the TWSE was NT$120.1 billion, which represented a 23.8% increase over the previous year. With trading volumes rising, the global economy recovering, monetary policies loosening, President was able to convert all of these positive factors into impressive profits of NT$4.377 billion for the year, with operating costs and expenses of NT$3.216 billion, and non-operating income of NT$606 million. After-tax profit came in at NT$1.583 billion, or EPS of NT$1.2, putting President Securities 2nd among the 11 largest domestic brokerage houses and easily meeting our forecasts for the year. In 2015, we intend to continue to pursue good opportunities throughout the company, to efficiently allocate resources, and to achieve our forecasted goals.

Profitability Analysis

In 2014, both domestic and foreign equity markets experienced volatility, with ups and downs often difficult to predict. Despite this, President’s outstanding team, with its solid experience in the markets, its keen judgment, and its prudent risk controls, was, once again, able to turn in exceptional performance. President Securities’ overall after-tax profits came in at NT$1.583 billion, or EPS of NT$1.2, ranking it 2nd among the 11 largest domestic brokerage houses. ROA came in at 3.16%, for a 3rd place ranking, and ROE came in at 6.97%, also for a 3rd place ranking.

Future Directions

Looking ahead to 2015, we expect the roll out of the “Large Trading Account Tax” to negatively affect our bottom line, while, on the other hand, domestic regulators will continue to push ahead with planned stimulus measures. We expect to see continued strengthening in the US economy, which should drive recovery in the overall global economy. Accordingly, President will continue to pursue stable, long-term investment targets, improved sales channels, a diversified global strategy, and strengthened risk control measures. As the FSC opens up new business areas through liberalized regulations, President will be ready to expand the range of products we offer and the scope of our business. Our management team will endeavor to better integrate all departments within the company, to improve products and services, to enhance our online operations, and to bolster our cross-selling ability, all with the aim of becoming a well-rounded financial institution. The President Securities Group will optimize the integration of its resources, expand its roster of talented people, enhance our competitiveness, and raise overall operating performance. Indeed, we will continue to march forward with purpose in creating value for the company and for shareholders.

Chairman of the Board President Head of Accounting Dept.

Teng, A-Hua Lin, Kuan-Chen An, Chi-Li

APPENDIX II

President Securities Corporation

Supervisors Audit Report

The board of directors has compiled and submitted the Company's 2014 business report, earnings distribution proposal and financial statements (including the financial statements and consolidated financial statements). The above business report, earnings distribution proposal and financial statements (including the financial statements and consolidated financial statements) have been audited and determined to be conformed to Company Law and other relevant laws by the undersigned. In accordance with Article 219 of the Company Law, we hereby submit this report.

Sincerely yours,

President Securities Corporation’s 2015 shareholders’ meeting

Supervisor

LU, LI-AN

CHUANG, TSAI-FA

CHINA F.R.P. CORPORATION

Representative LEE, SHU-FEN

Taipei, Taiwan, R.O.C.

March 26, 2015

APPENDIX III

Report of Independent Accountants Translated from Chinese

PWCR14003119

To the Board of Directors and Shareholders of President Securities Corporation

We have audited the accompanying balance sheets of President Securities Corporation as of December 31, 2014 and 2013, and the related statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of President Securities Corporation as of December 31, 2014 and 2013 and their financial performance and cash flows for the years ended December 31, 2014 and 2013 in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Firms” and “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants”.

PricewaterhouseCoopers, Taiwan

March 24, 2015

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

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

PRESIDENT SECURITIES CORPORATION

BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


		December 31, 2014			December 31, 2013
ASSETS	Note	Amount		%		Amount		%
Current assets
Cash and cash equivalents	6(1)	$	2,893,011	5		$	2,970,022	6
Financial assets at fair value through profit or loss - current	6(2)		21,718,683	38			18,473,118	36
Available-for-sale financial assets - current	6(3)		-	-			349,870	1
Bonds purchased under resale agreements	6(4)		1,502,364	3			184,897	-
Margin loans receivable	6(5)		13,408,762	24			11,516,164	22
Refinancing security deposits			219	-			24,695	-
Receivables from refinance guaranty			1,670	-			59,634	-
Receivables from security lending			12,224	-			29,993	-
Security lending deposits			11,042	-			49,617	-
Notes receivable			994	-			3,360	-
Accounts receivable - net	6(6)		5,942,910	10			7,999,363	16
Accounts receivable - related parties	6(6)		4,504	-			3,476	-
Prepayments			24,102	-			24,786	-
Other receivables	6(7)		303,344	1			123,542	-
Other current assets	6(8)		2,260,110	4			2,231,308	4
Total current assets			48,083,939	85			44,043,845	85
Noncurrent assets
Financial assets at fair value through profit or loss - noncurrent	6(2)		50,518	-			50,174	-
Financial assets at cost - noncurrent	6(9)		18,293	-			40,644	-
Investments in associates	6(10)		4,410,508	8			3,999,602	8
Property and equipment	6(11)		2,393,640	4			2,409,970	5
Investment property	6(12)		283,104	1			285,204	-
Intangible assets			115,878	-			13,644	-
Deferred tax assets	6(41)		45,472	-			51,668	-
Other assets - noncurrent	6(13)		1,106,126	2			1,028,708	2
Total noncurrent assets			8,423,539	15			7,879,614	15
TOTAL ASSETS		$	56,507,478	100		$	51,923,459	100

(Continued)

PRESIDENT SECURITIES CORPORATION

BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


		December 31, 2014			December 31, 2013
LIABILITIES AND EQUITY	Note	Amount		%		Amount		%
Current liabilities
Short-term loans	6(14)	$	6,630,058	12		$	2,450,000	5
Commercial papers payable	6(15)		3,749,032	7			6,947,845	14
Financial liabilities at fair value through profit or loss - current	6(16)		2,067,573	4			1,232,154	2
Bonds sold under repurchase agreements	6(17)		9,084,470	16			6,272,115	12
Deposits on short sales			1,519,052	3			1,235,843	2
Short sale proceeds payable			1,842,391	3			1,599,806	3
Guarantee deposit received on borrowed securities			935,571	2			529,309	1
Accounts payable	6(18)		5,797,954	10			7,837,542	15
Advance receipts			89	-			138	-
Collections on behalf of third parties			268,094	-			426,335	1
Other payables	6(19)		1,084,899	2			836,175	2
Other financial liabilities - current	6(20)		294,585	-			93,398	-
Current tax liability	6(41)		132,115	-			62,311	-
Other current liabilities			2,538	-			2,160	-
Total current liabilities			33,408,421	59			29,525,131	57
Noncurrent liabilities
Deferred tax liability	6(41)		46,608	-			13,473	-
Other liabilities - noncurrent	6(21)		19,825	-			19,575	-
Total noncurrent liabilities			66,433	-			33,048	-
Total liabilities			33,474,854	59			29,558,179	57
Equity attributable to owners of the parent company
Capital
Common stock	6(23)		13,231,191	23			13,231,191	25
Capital reserve			256,116	1			256,116	1
Retained earnings	6(24)
Legal reserve			2,173,255	4			2,071,935	4
Special reserve			5,708,547	10			5,792,801	11
Unappropriated earnings			1,549,976	3			1,013,206	2
Other equity			113,539	-			31	-
Total equity			23,032,624	41			22,365,280	43
TOTAL LIABILITIES AND EQUITY		$	56,507,478	100		$	51,923,459	100

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF COMPREHENSIVE INCOME

EXCEPT FOR EARNINGS PER SHARE AMOUNT)

			For the years ended December 31,
			2014							2013
	Note		Amount				%			Amount				%
Revenues
Securities brokerage fees	6(25)		$	1,486,244			34			$	1,232,808			32
Underwriting fees	6(26)			51,230			1				70,408			2
Gains on trading of securities	6(27)			935,794			21				960,464			25
Interest income	6(28)			998,753			23				733,748			19
Gain on valuation of trading securities	6(29)			96,762			2				287,536			7
Gain on short covering and trading securities - RS financing covering	6(30)			195			-				94,983			2
Loss(gain) on valuation of borrowed securities and bonds with resale agreements	6(31)	(		52,378	)	(	1	)			4,438			-
Gain on warrants issuance	6(32)			246,305			6				17,548			-
Gain on derivative financial instruments	6(33)			186,983			4				178,153			5
Other operating income	6(34)			426,964			10				299,315			8
Total revenues				4,376,852			100				3,879,401			100
Expenses
Handling charges	6(35)	(		198,077	)	(	5	)	(		191,785	)	(	5	)
Interest expenses	6(36)	(		159,670	)	(	4	)	(		105,599	)	(	3	)
Securities commission expense		(		311	)		-		(		426	)		-
Clearing charges		(		17,152	)		-		(		37,563	)	(	1	)
Employee benefits	6(37)	(		1,707,450	)	(	39	)	(		1,452,531	)	(	37	)
Depreciation and amortization	6(38)	(		101,985	)	(	2	)	(		95,865	)	(	3	)
Other operating expenses	6(39)	(		1,031,010	)	(	24	)	(		855,298	)	(	22	)
Total expenditures and expenses		(		3,215,655	)	(	74	)	(		2,739,067	)	(	71	)

(Continued)

STATEMENTS OF COMPREHENSIVE INCOME

(EXCEPT FOR EARNINGS PER SHARE AMOUNT)

			For the years ended December 31,
			2014							2013
	Note		Amount				%			Amount				%
Non-operating gains and losses
Share of the profit or loss of associates and joint ventures accounted for using the equity method			$	401,814			9			$	268,377			7
Other gains and losses	6(40)			204,385			5				58,961			2
Total non-operating gains and losses				606,199			14				327,338			9
Profit before tax				1,767,396			40				1,467,672			38
Income tax expense	6(41)	(		184,227	)	(	4	)	(		105,957	)	(	3	)
Net income				1,583,169			36				1,361,715			35
Other comprehensive income (loss)
Translation gain and loss on the financial statements of foreign operating entities				130,913			3				46,966			1
Unrealized (loss) gain on financial instruments		(		27,750	)		-				26,616			1
Net actuarial loss on defined benefit plans		(		52,127	)	(	1	)		(	7,089	)		-
Other comprehensive income of associates and joint ventures accounted for under equity method				3,386			-				83			-
Income tax benefit relating to components of other comprehensive income				8,862			-				1,205			-
Current other comprehensive income (post-tax)				63,284			2				67,781			2
Total current comprehensive income			$	1,646,453			38			$	1,429,496			37
Earnings per share	6(42)
Basic earnings per share (in dollars)			$	1.20						$	1.03
Diluted earnings per share (in dollars)			$	1.20						$	1.03

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF CHANGES IN EQUITY



			Retained earnings			Other equity
Note	Common stock	Capital reserve	Legal reserve	Special reserve	Unappropriated earnings	Translation gain and loss on the financial statements of foreign operating entities	Unrealized gain or loss on financial instruments	Total equity


For the year ended December 31, 2013
Balance as of January 1, 2013		$ 13,231,191	$ 256,116	$ 1,960,558		$ 5,482,607			$ 766,885		(	$ 74,685	)		$ 1,134			$ 21,623,806
Appropriations of earnings:
Legal reserve	6(24)	-	-	111,377		-		(	111,377	)		-			-			-
Special reserve	6(24)	-	-	-		310,194		(	310,194	)		-			-			-
Cash dividends	6(24)	-	-	-		-		(	688,022	)		-			-		(	688,022	)
Net income for the year		-	-	-		-			1,361,715			-			-			1,361,715
Other comprehensive income for the year		-	-	-		-		(	5,801	)		46,966			26,616			67,781
Balance at December 31, 2013		$ 13,231,191	$ 256,116	$ 2,071,935		$ 5,792,801			$ 1,013,206		(	$ 27,719	)		$ 27,750			$ 22,365,280
For the year ended December 31, 2014
Balance as of January 1, 2014		$ 13,231,191	$ 256,116	$ 2,071,935		$ 5,792,801			$ 1,013,206		(	$ 27,719	)		$ 27,750			$ 22,365,280
Appropriations of earnings:
Legal reserve	6(24)	-	-	101,320		-		(	101,320	)		-			-			-
Special reserve	6(24)	-	-	-		202,641		(	202,641	)		-			-			-
Reversal of special reserve	6(24)	-	-	-	(	286,895	)		286,895			-			-			-
Cash dividends	6(24)	-	-	-		-		(	979,109	)		-			-		(	979,109	)
Net income for the year		-	-	-		-			1,583,169			-			-			1,583,169
Other comprehensive income for the year		-	-	-		-		(	50,224	)		130,913		(	17,405	)		63,284
Balance at December 31, 2014		$ 13,231,191	$ 256,116	$ 2,173,255		$ 5,708,547			$ 1,549,976			$ 103,194			$ 10,345			$ 23,032,624

STATEMENTS OF CASH FLOWS


			For the years ended December 31,
	Note			2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax			$	1,767,396			$	1,467,672
Adjustments to reconcile profit before tax to net cash (used in) provided by operating activities:
Income and expenses without cash flow impact
Depreciation	6(38)			91,307				94,133
Amortization	6(38)			10,678				1,732
Write-off of bad debts classified as income	6(6)	(		353	)	(		512	)
Provision for bad debts	6(5)			2,638				12,846
Gain on valuation of trading securities– current	6(2)(29)	(		96,762	)	(		287,536	)
Financial expense	6(36)			159,670				105,599
Interest income	6(28)(40)	(		1,056,518	)	(		770,454	)
Dividend income	6(34)	(		254,921	)	(		131,725	)
Share of the profit of associates and joint ventures accounted for using the equity method	6(10)	(		401,814	)	(		268,377	)
Loss on disposal of property and equipment	6(11)			-				394
(Gain) loss on valuation of open-ended funds and money-market instruments	6(2)	(		3,839	)	(		2,697	)
Loss on impairment of financial assets at cost	6(9)			448				-
Impairment loss on financial assets measured at cost	6(9)			-				5,600
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss	6(2)	(		3,147,221	)	(		1,637,095	)
Available-for-sale financial assets – current	6(3)			322,120		(		105,204	)
Bonds purchased under resale agreements	6(4)	(		1,317,467	)	(		184,897	)
Margin loans receivable	6(5)	(		1,895,243	)	(		1,744,158	)
Refinancing security deposits				24,476		(		24,321	)
Receivables from refinance guaranty				57,964		(		46,733	)
Receivables from security lending				17,769				15,810
Security lending deposits				38,575		(		8,235	)
Notes receivable				2,366		(		1,842	)
Accounts receivable	6(6)			2,131,138		(		2,897,399	)
Accounts receivable-related parties	6(6)	(		1,028	)			1,119
Prepayments				684		(		251	)
Other receivables	6(7)	(		286,446	)			380
Other current assets	6(8)	(		28,802	)			467,346
Changes in operating liabilities
Financial liabilities at fair value through profit or loss – current	6(16)			835,419				783,891
Bonds sold under repurchase agreements	6(17)			2,812,355		(		1,707,598	)
Deposits on short sales				283,209		(		9,174	)
Short sale proceeds payable				242,585		(		6,971	)
Guarantee deposit received on borrowed securities				406,262		(		614,980	)
Accounts payable	6(18)	(		2,046,005	)			2,725,624
Advance receipts		(		49	)	(		6,657	)
Collections on behalf of third parties		(		158,241	)			167,952
Other payables	6(19)			348,265				32,407
Other financial liabilities – current	6(20)			201,187		(		28,199	)
Other current liabilities				378		(		428	)

STATEMENTS OF CASH FLOWS


			For the years ended December 31,
	Note			2014				2013
Cash used in operations		(	$	937,820	)	(	$	4,597,544	)
Dividends received				376,708				276,297
Interest received				988,888				777,630
Income tax paid		(		66,230	)	(		70,827	)
Net cash provided by (used in) operating activities				361,546		(		3,614,444	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from capital reduction of financial assets measured at cost	6(9)			21,903				6,600
Acquisition of investments in associates				-		(		300,000	)
Acquisition of property and equipment	6(11)	(		32,482	)	(		14,197	)
Acquisition of intangible assets		(		104,297	)	(		8,605	)
(Increase) decrease in other non-current assets	6(13)	(		147,731	)			39,574
Increase in prepayment for equipment	6(13)	(		30,656	)	(		39,423	)
Net cash used in investing activities		(		293,263	)	(		316,051	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term loans	6(14)			4,180,058				50,000
(Decrease) increase in commercial papers payable	6(15)	(		3,200,000	)			4,950,000
Increase (decrease) in other non-current liabilities	6(21)			70		(		10,754	)
Distribution of cash dividends	6(24)	(		979,109	)	(		688,022	)
Interest paid		(		149,760	)	(		102,236	)
Net cash provided by financing activities		(		148,741	)			4,198,988
Effect of exchange rate changes				3,447				-
Net (decrease) increase in cash and cash equivalents		(		77,011	)			268,493
Cash and cash equivalents, beginning of year				2,970,022				2,701,529
Cash and cash equivalents, end of year			$	2,893,011			$	2,970,022

PRESIDENT SECURITIES CORPORATION AND ITS SUBSIDIARIES

Declaration of Consolidated Financial Statements of Affiliated Enterprises

The companies included in the consolidated financial statements of affiliated enterprises prepared by the Company for 2014 (from January 1, 2014 to December 31, 2014) in accordance with Article 33 of the “Regulations Governing the Preparation of Financial Reports by Securities Firms” and “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical with those to be included in the consolidated financial statements of the parent company and subsidiaries in accordance with IAS 27,“Consolidated and Separate Financial Statements”. The relevant information to be disclosed in the consolidated financial statements of affiliated enterprises has already been disclosed in the consolidated financial statements of the parent company and subsidiaries. Therefore, the Company does not prepare the consolidated financial statements of affiliated enterprises separately.

Hereby declare

Responsible person: DENG, A-HUA

March 24, 2015

Report of Independent Accountants Translated from Chinese

PWCR14003193

To the Board of Directors and Shareholders of President Securities Corporation

We have audited the accompanying consolidated balance sheets of President Securities Corporation and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of President Securities Corporation and its subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended, in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants”, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

We have audited the parent company only financial statements of President Securities Corporation as of and for the years ended December 31, 2014 and 2013 on which we have issued an unqualified opinion thereon.

PricewaterhouseCoopers, Taiwan

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

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


		December 31, 2014			December 31, 2013
ASSETS	Note	Amount		%	Amount		%
Current assets
Cash and cash equivalents	6(1)	$	6,355,219	10	$	5,287,484	9
Financial assets at fair value through profit or loss - current	6(2)		22,714,617	35		19,714,198	34
Available-for-sale financial assets - current	6(3)		-	-		349,870	1
Bonds purchased under resale agreements	6(4)		1,502,364	2		184,897	-
Margin loans receivable	6(5)		13,408,762	21		11,516,164	20
Refinancing security deposits			219	-		24,695	-
Receivables from refinance guaranty			1,670	-		59,634	-
Customer margin account	6(6)		5,569,228	8		4,917,434	8
Receivables from security lending			12,224	-		29,993	-
Security lending deposits			11,042	-		49,617	-
Notes receivable			994	-		3,360	-
Accounts receivable	6(7)		6,905,877	11		8,379,629	14
Prepayments			27,794	-		54,278	-
Other receivables	6(8)		354,054	-		173,323	-
Current tax assets			1,590	-		2,676	-
Other current assets	6(9)		3,106,558	5		3,297,457	6
Total current assets			59,972,212	92		54,044,709	92
Noncurrent assets
Financial assets at fair value through profit or loss - noncurrent	6(2)		50,518	-		50,174	-
Financial assets at cost - noncurrent	6(10)		49,408	-		71,759	-
Available-for-sale financial assets - noncurrent	6(3)		56,115	-		-	-
Investments in associates	6(11)		426,021	1		401,608	1
Property and equipment	6(12)		2,562,705	4		2,583,250	4
Investment property	6(13)		283,104	1		285,204	1
Intangible assets			160,276	-		25,648	-
Deferred tax assets	6(42)		47,451	-		53,466	-
Other assets - noncurrent	6(14)		1,339,736	2		1,267,158	2
Total noncurrent assets			4,975,334	8		4,738,267	8
TOTAL ASSETS		$	64,947,546	100	$	58,782,976	100
LIABILITIES AND EQUITY
Current liabilities
Short-term loans	6(15)	$	8,760,977	14	$	3,479,260	6
Commercial papers payable	6(16)		3,749,032	6		6,947,845	12
Financial liabilities at fair value through profit or loss - current	6(17)		2,068,250	3		1,232,154	2
Bonds sold under repurchase agreements	6(18)		9,084,470	14		6,272,115	11
Deposits on short sales			1,519,052	2		1,235,843	2

PRESIDENT SECURITIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)


		December 31, 2014			December 31, 2013
LIABILITIES AND EQUITY	Note	Amount		%	Amount		%
Short sale proceeds payable		$	1,842,391	3	$	1,599,806	3
Guarantee deposit received on borrowed securities			935,571	1		529,309	1
Futures traders' equity	6(6)		5,553,149	9		4,917,434	8
Accounts payable	6(19)		6,435,497	10		8,598,138	15
Advance receipts			484	-		450	-
Collections on behalf of third parties			269,955	-		428,091	1
Other payables	6(20)		1,159,281	2		951,286	1
Other financial liabilities - current	6(21)		294,585	-		93,398	-
Current tax liability	6(42)		134,160	-		64,432	-
Other current liabilities			5,132	-		4,600	-
Total current liabilities			41,811,986	64		36,354,161	62
Noncurrent liabilities
Deferred tax liability	6(42)		49,100	-		14,210	-
Other liabilities-noncurrent	6(22)		10,984	-		8,402	-
Total noncurrent liabilities			60,084	-		22,612	-
Total liabilities			41,872,070	64		36,376,773	62
Equity attributable to owners of the parent company
Capital
Common stock			13,231,191	20		13,231,191	22
Capital reserve			256,116	1		256,116	-
Retained earnings	6(25)
Legal reserve			2,173,255	3		2,071,935	4
Special reserve			5,708,547	9		5,792,801	10
Unappropriated earnings			1,549,976	3		1,013,206	2
Other equity			113,539	-		31	-
Total			23,032,624	36		22,365,280	38
Non-controlling interests			42,852	-		40,923	-
Total equity			23,075,476	36		22,406,203	38
TOTAL LIABILITIES AND EQUITY		$	64,947,546	100	$	58,782,976	100

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXCEPT FOR EARNINGS PER SHARE AMOUNT)


			For the years ended December 31,
			2014							2013
	Note		Amount				%			Amount				%
Revenues
Securities brokerage fees	6(26)		$	2,132,591			41			$	1,804,151			39
Underwriting fees	6(27)			51,230			1				70,408			2
Gains on trading of securities	6(28)			948,258			19				1,015,852			22
Interest income	6(29)			1,051,309			20				788,232			17
Gain on valuation of trading securities	6(30)			111,138			2				303,088			7
Gain on short covering and trading securities - RS financing covering	6(31)			195			-				94,983			2
(Loss) gain on valuation of borrowed securities and bonds with resale agreements	6(32)	(		52,378	)	(	1	)			4,438			-
Gain on warrants issuance	6(33)			246,305			5				17,548			-
Gain on derivative financial instruments	6(34)			195,678			4				206,920			4
Other operating income	6(35)			478,971			9				307,698			7
Total revenues				5,163,297			100				4,613,318			100
Expenses
Handling charges	6(36)	(		311,754	)	(	6	)	(		276,165	)	(	6	)
Interest expenses	6(37)	(		178,055	)	(	4	)	(		126,838	)	(	3	)
Futures commission expense		(		73,655	)	(	1	)	(		92,254	)	(	2	)
Clearing charges		(		90,731	)	(	2	)	(		91,219	)	(	2	)
Employee benefits	6(38)	(		1,978,845	)	(	38	)	(		1,713,704	)	(	37	)
Depreciation and amortization	6(39)	(		117,581	)	(	2	)	(		114,547	)	(	3	)
Other operating expenses	6(40)	(		1,175,651	)	(	23	)	(		984,888	)	(	21	)
Total expenditures and expenses		(		3,926,272	)	(	76	)	(		3,399,615	)	(	74	)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY



	Equity attributable to owners of the parent company
			Retained earnings			Other equity
Note	Common stock	Capital reserve	Legal reserve	Special reserve	Unappropriated earnings	Translation gain and loss on the financial statements of foreign operating entities	Unrealized gain or loss on financial instruments	Total	Non-controlling interest	Total equity


For the year ended December 31, 2013
Balance as of January 1, 2013		$ 13,231,191	$ 256,116	$ 1,960,558		$ 5,482,607			$ 766,885		(	$ 74,685	)		$ 1,134			$ 21,623,806 136			$ 39,445			$ 21,663,251
Appropriations of 2012 earnings:
Legal reserve	6(25)	-	-	111,377		-		(	111,377	)		-			-			-			-			-
Special reserve	6(25)	-	-	-		310,194		(	310,194	)		-			-			-			-			-
Cash dividends on common stock	6(25)	-	-	-		-		(	688,022	)		-			-		(	688,022	)		-		(	688,022	)
Net income for the year		-	-	-		-			1,361,715			-			-			1,361,715			3,738			1,365,453
Other comprehensive income for the year		-	-	-		-		(	5,801	)		46,966			26,616			67,781		(	91	)		67,690
Changes in non-controlling interests		-	-	-		-			-			-			-			-		(	2,169	)	(	2,169	)
Balance at December 31, 2013		$ 13,231,191	$ 256,116	$ 2,071,935		$ 5,792,801			$ 1,013,206		(	$ 27,719	)		$ 27,750			$ 22,365,280 136			$ 40,923			$ 22,406,203
For the year ended December 31, 2014
Balance as of January 1, 2014		$ 13,231,191	$ 256,116	$ 2,071,935		$ 5,792,801			$ 1,013,206		(	$ 27,719	)		$ 27,750			$ 22,365,280			$ 40,923			$ 22,406,203
Appropriations of 2013 earnings:
Legal reserve	6(25)	-	-	101,320		-		(	101,320	)		-			-			-			-			-
Special reserve	6(25)	-	-	-		202,641		(	202,641	)		-			-			-			-			-
Reversal of special reserve	6(25)	-	-	-	(	286,895	)		286,895			-			-			-			-			-
Cash dividends on common stock	6(25)	-	-	-		-		(	979,109	)		-			-		(	979,109	)		-		(	979,109	)
Net income for the year		-	-	-		-			1,583,169			-			-			1,583,169			4,112			1,587,281
Other comprehensive income for the year		-	-	-		-		(	50,224	)		130,913		(	17,405	)		63,284			283			63,567
Changes in non-controlling interests		-	-	-		-			-			-			-			-		(	2,466	)	(	2,466	)
Balance at December 31, 2014		$ 13,231,191	$ 256,116	$ 2,173,255		$ 5,708,547			$ 1,549,976			$ 103,194			$ 10,345			$ 23,032,624			$ 42,852			$ 23,075,476

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Note			For the year ended December 31, 2014				For the year ended December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax			$	1,791,363			$	1,489,487
Adjustments to reconcile profit before tax to net cash provided by (used in) operating activities:
Income and expenses without cash flow impact
Depreciation	6(39)			99,490				103,752
Amortization	6(39)			18,091				10,795
Write-off of bad debts classified as income	6(7)	(		353	)	(		512	)
Provision for bad debts	6(7)			2,638				12,846
Gain on valuation of trading securities - current	6(2),(30)	(		111,138	)	(		303,088	)
Financial expense	6(37)			178,055				126,838
Interest income	6(29),(41)	(		1,300,487	)	(		932,506	)
Dividend income	6(35)	(		266,970	)	(		143,868	)
Share of the profit of associates and joint ventures accounted for using the equity method	6(11)	(		71,854	)	(		55,919	)
Loss on disposal of property and equipment	6(12)			2				402
Loss on disposal of investment (financial assets measured at cost)	6(10)			448				-
(Gain) loss on valuation of open-ended funds and money-market instruments	6(41)	(		4,531	)			3,850
Loss on impairment of financial assets at cost	6(10)			-				5,600
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss	6(2)	(		2,887,007	)	(		1,624,152	)
Available-for-sale financial assets - current	6(3)			322,120		(		105,204	)
Bonds purchased under resale agreements	6(4)	(		1,317,467	)	(		184,897	)
Margin loans receivable	6(5)	(		1,895,243	)	(		1,744,158	)
Refinancing security deposits				24,476		(		24,321	)
Receivables from refinance guaranty				57,964		(		46,733	)
Customer margin account	6(6)	(		651,794	)			720,228
Receivables from security lending				17,769				15,810
Security lending deposits				38,575		(		8,235	)
Notes receivable				2,366		(		1,686	)
Accounts receivable	6(7)			1,548,437		(		2,917,055	)
Prepayments				26,484		(		25,556	)
Other receivables	6(8)	(		288,473	)			5,809
Other current assets	6(9)			190,899				354,082
Changes in operating liabilities
Financial liabilities at fair value through profit or loss - current	6(17)			836,096				783,198
Bonds sold under repurchase agreements	6(18)			2,812,355		(		1,707,598	)
Deposits on short sales				283,209		(		9,174	)
Short sale proceeds payable				242,585		(		6,971	)
Guarantee deposit received on borrowed securities				406,262		(		614,980	)
Futures traders' equity				635,715		(		720,228	)
Accounts payable	6(19)	(		2,169,058	)			2,863,349
Advance receipts				34		(		6,712	)
Collections on behalf of third parties		(		158,136	)			168,198
Other payables	6(20)			307,120				51,016
Other financial liabilities - current	6(21)			201,187		(		28,199	)
Other current liabilities				532		(		420	)

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


	Note			For the year ended December 31, 2014				For the year ended December 31, 2013
Cash used in operations		(	$	1,078,239	)	(	$	4,496,912	)
Dividends received				310,042				219,408
Interest received				1,233,955				942,208
Income tax paid		(		82,959	)	(		87,716	)
Net cash provided by (used in) operating activities				382,799		(		3,423,012	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of available-for-sale financial assets - noncurrent	6(3)	(		45,416	)			-
Acquisition of financial assets at cost	6(10)			-		(		715	)
Proceeds from capital reduction of financial assets measured at cost	6(10)			21,903				6,600
Acquisition of property and equipment	6(12)	(		36,025	)	(		17,629	)
Proceeds from disposal of property and equipment				56				-
Acquisition of intangible assets		(		143,252	)	(		11,867	)
(Increase) decrease in other non-current assets	6(14)	(		146,510	)			3,708
Increase in prepayment for equipment	6(14)	(		31,490	)	(		41,364	)
Net cash used in investing activities		(		380,734	)	(		61,267	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term loans	6(15)			5,281,717		(		337,076	)
(Decrease) increase in commercial papers payable	6(16)	(		3,200,000	)			4,950,000
Increase (decrease) in other non-current liabilities	6(22)			2,402		(		7,605	)
Distribution of cash dividend	6(25)	(		979,109	)	(		688,022	)
Changes in non-controlling interest		(		2,466	)	(		2,169	)
Interest paid		(		167,729	)	(		123,757	)
Net cash provided by financing activities				934,815				3,791,371
Effect of exchange rate changes				130,855				46,966
Net increase in cash and cash equivalents				1,067,735				354,058
Cash and cash equivalents, beginning of year				5,287,484				4,933,426
Cash and cash equivalents, end of year			$	6,355,219			$	5,287,484

APPENDIX IV


President Securities Corporation
2014 Earnings Distribution Proposal
	Unit:：NT$
Unappropriated earnings as of January 1, 2014 (Note 1)	$17,031,569
Less：Adjustment to unappropriated earnings of 2014 (Note 2)	(50,224,303)
Unappropriated earnings after adjustment	(33,192,734)
Add ：Net profit after tax of 2014	1,583,169,079
Subtotal	1,013,206,019
Less：Legal Reserve (10%) (Note 3)	(154,997,635)
Special Reserve (20%) (Note 3)	(309,995,269)
Unappropriated earnings Available for Distribution	1,084,983,441
Distribution items
─ Cash dividend (NT$ 0.81 / per share)	1,071,726,434
Unappropriated earnings as of December 31, 2014	13,257,007
Remarks：
Remuneration for Directors and Supervisors	$33,843,993
Employee cash bonuses	22,562,661
Total	$56,406,654

Note 1: The amount of unappropriated earnings in the earning distributions resolved by the shareholders’ meeting of 2014

Note 2: The Company adopted T-IFRSs in 2013 and unappropriated earnings was decreased by $50,224,303 due to actuarial loss from defined benefits plan (included in other comprehensive income).

Note 3: According to Article 237 of the Company Act, Jingshan Letter No.10102268370 and No.10202433490, Paragraph 1 of Article 41 of the Securities and Exchange Act, Article 14 of Regulations Governing Securities Firms, and Article 23 of the Company’s Article of Incorporation, 10% and 20% were set aside as legal reserve and special reserve.

Note 4: Prior years’ unappropriated earnings shall not be appropriated unless the current year’s unappropriated earnings is insufficient for distribution.

Note 5: Total common shares outstanding as of December 31, 2014 was 1,323,119,054 shares.

APPENDIX V

Comparison table of Amendments to” Operating Procedures for Endorsement and Guarantee”


Article	Amendment	Original Articles
Article 3	The Company may only provide endorsement and/or guarantee to the following enterprise: 1. any foreign securities subsidiary whose issued voting shares are more than fifty percent owned directly or indirectly by the Company due to the need for underwriting business. 2. any foreign subsidiary whose issued voting shares is one hundred percent owned directly or indirectly by the Company and who is registered in the country which is a member of The International Organization of Securities Commissions due to the need for issuing offshore call (put) warrants. 3. any foreign subsidiary whose issued voting shares are more than fifty percent owned directly or indirectly by the Company need facility loan of the local financial institution due to business course. 4. any enterprise permitted by law.	The Company may provide endorsement and/or guarantee to any foreign securities subsidiary whose shares are fifty percent or more owned directly or indirectly by the Company or any enterprise permitted by law. The endorsement or guarantee benefit receiver and its business categories shall be subject to the rules of the competent authority.
Article 4	The total amount of guarantee made by the Company shall not exceed twenty percent the Company's net worth and the total amount of guarantees made to any single subsidiary shall not the exceed the total amount. When making guarantees to others, the company shall evaluate carefully and take into full consideration of each independent director’s opinion when making guarantees and shall record each independent director’s explicit opinion for assent or dissent and the reasons for dissent in the meeting minutes of the Board of Directors. It shall make guarantees by the preceding paragraph by getting the Board of Directors’ approval or the Chairman’s decision in accordance with this procedure and then reporting to the Board of Directors for further ratification. In case the company owns directly or indirectly one hundred percent of the issued voting shares of the guarantee, the prescribed procedure could be waived excepting getting the Board of Directors’ ratification after making guarantee.	The total amount of guarantee made by the Company shall not exceed twenty percent the Company's net worth and the total amount of guarantees made to any single subsidiary shall not the exceed the total amount. When making guarantees to others, the company shall evaluate carefully and may delegate the General Manager and Chairman of the Board to facilitate execution and then report the performances to the meeting of Board of Directors for retrospective ratification. The Company shall take into full consideration of each independent director’s opinion when making guarantees and shall record each independent director’s explicit opinion for assent or dissent and the reasons for dissent in the meeting minutes of the Board of Directors.
Article 5	For the needs of business, the subsidiary meets the qualification requirements set out in Article 3 shall have the guarantee application form forwarded to the general manager and chairman for approval after having it reviewed by the finance department and then proceeds in accordance with Article 4.	For the needs of business, the subsidiary meets the qualification requirements set out in Article 3 shall have the guarantee application form forwarded to the general manager and chairman for approval after having it submitted to the finance department.

APPENDIX VI

Comparison table of Amendments to” Articles of Incorporation”


Article	Amendment	Original Articles
Article 9	The shareholders' meeting hereof is in regular and extraordinary ones. The former is called once per annum within six months from closing of each fiscal year. The latter may be duly called when considering it is necessary.	The shareholders' meeting hereof is in regular and extraordinary ones. The former is called once per annum within six months from closing of each fiscal year. The latter may be duly called by the board of directors as resolved by the board of directors or as requested in writing by shareholders having continually held a minimum of 3% of the total issued shares. A shareholders’ meeting may be duly called when the supervisors consider it necessary. In the event a shareholders’ meeting cannot be held due to share transfer by the directors or supervisors or other reasons, it may be duly called by shareholders having held a minimum of 3% of the total issued shares with a permit obtained from the local competent authorities of the government.
Article 12	The following issues are subject to resolutions to be adopted in the shareholders’ meeting: 1. Establishment and amendment of the Articles of Incorporation. 2. Election of directors. 3. Approval of reports worked out by the board of directors and profit allocation of profit and coverage of loss. 4. Increase, decrease of capital. 5. Major affairs otherwise and issues as required by the Company. Unless otherwise provided for in the Company Law, resolutions in the shareholders' meeting shall be adopted by a majority vote in the meeting attended by shareholders representing a majority of the total issued shares.	The following issues are subject to resolutions to be adopted in the shareholders’ meeting: 1. Establishment and amendment of the Articles of Incorporation. 2. Election of directors and supervisors. 3. Approval of reports worked out by the board of directors & supervisors and profit allocation of profit and coverage of loss. 4. Increase, decrease of capital. 5. Major affairs otherwise and issues as required by the Company. Unless otherwise provided for in the Company Law, resolutions in the shareholders' meeting shall be adopted by a majority vote in the meeting attended by shareholders representing a majority of the total issued shares.
	Chapter IV Directors	Chapter IV Directors and supervisors
Article 13	The Company has nineteen directors (four independent and fifteen non-independent directors), to be elected by shareholders’ meeting from among the persons with disposing capacity, both having three-year tenure of office and eligible for reelection. The candidates’ qualifications shall live up to requirements of Company Law, Securities and Exchange Law and related regulations. Directors shall be elected from among the nominees listed in the roster of candidates by adopting candidate nomination system. The election of independent and non-independent shall be held together but the votes shall be calculated separately.	The Company has fifteen directors (three independent and twelve non-independent directors) and three supervisors, Starting from the tenth board of directors, the Company shall has nineteen directors including four independent directors and fifteen non-independent directors, and establish Audit Committee to replace supervisors, to be elected by shareholders’ meeting from among the persons with disposing capacity, both having three-year tenure of office and eligible for reelection. The candidates’ qualifications shall live up to requirements of Company Law, Securities Trading Law and related regulations. Directors and supervisors shall be elected from among the nominees listed in the roster of candidates by adopting candidate nomination system. The election of independent and non-independent shall be held together but the votes shall be calculated separately.
Article 13-1	The Company according to Article14-4, Securities and Exchange Law, establish the Audit Committee, composed of the entire number of independent directors. Audit Committee and among independent directors shall compliance and follow by internal rules in this company and the Government related regulations.	(New item)
Article 14	The total registered shares held by all directors shall not be less than specified percentage and the shareholding and auditing shall be subject to requirements promulgated by the competent authorities of the government.	The total registered shares held by all directors, supervisors shall not be less than specified percentage and the shareholding and auditing shall be subject to requirements promulgated by the competent authorities of the government.
Article 16	Meetings of the board of directors shall be convened by the chairman of the board of directors. Unless otherwise provided for in the Company Law, the resolutions in the board of directors meeting shall be adopted by a majority vote in the meeting attended by a majority of directors. The Convene Notice of the meeting of board may serve to the directors by writing, E-mail or facsimile. In the chairman’s absence, the vice chairman shall act in the place. In absence of both, the chairman shall appoint a managing director to act in place otherwise one managing director shall be elected from among themselves to act in the place. A director unavailable to the meeting may duly authorize another director to attend a board meeting on his behalf.	Meetings of the board of directors shall be convened by the chairman of the board of directors. Unless otherwise provided for in the Company Law, the resolutions in the board of directors meeting shall be adopted by a majority vote in the meeting attended by a majority of directors. The Convene Notice of the meeting of board may serve to the directors and supervisors by writing, E-mail or facsimile. In the chairman’s absence, the vice chairman shall act in the place. In absence of both, the chairman shall appoint a managing director to act in place otherwise one managing director shall be elected from among themselves to act in the place. A director unavailable to the meeting may duly authorize another director to attend a board meeting on his behalf.
Article 18	(Delete this item)	The supervisors shall have the following functions: 1. To audit the Company’s financial standings; 2. To audit the Company’s books, documents and accounts; 3. To inquire into the Company’s business performance; 4. To review budgeting and account closing; 5. To audit issues regarding profit allocation or loss coverage. 6. To exercise other functions as endowed by laws.
Article 19	The board of directors is authorized to determine the remuneration for directors taking into account the extent and value of the participation for the management of the Corporation and the standards of the industry. Independent directors receive fixed monthly compensation and shall not participate in the allocation of remuneration to directors and supervisors set forth in Article 23.	The board of directors is authorized to determine the remuneration for directors and supervisors taking into account the extent and value of the participation for the management of the Corporation and the standards of the industry. Independent directors receive fixed monthly compensation and shall not participate in the allocation of remuneration to directors and supervisors set forth in Article 23.
Article 22	Upon closing of each fiscal year, the board of directors shall work out the following documents according to Article 228 of the Company Law to be audited by Audit Committee thirty days in advance of shareholders' regular meeting and the Audit Committee shall issue a report accordingly to be approved by the shareholders' meeting: 1. Business report 2. Financial statements 3. Proposals of profit allocation or loss coverage	Upon closing of each fiscal year, the board of directors shall work out the following documents according to Article 228 of the Company Law to be audited by supervisors thirty days in advance of shareholders' regular meeting and the supervisors shall issue a report accordingly to be approved by the shareholders' meeting: 1. Business report 2. Financial statements 3. Proposals of profit allocation or loss coverage
Article 23	From the profit earned by the Company upon annual account closing, the sum to pay all taxes and make up previous loss, if any, shall be first withheld, then 10% for legal reserves, 20% as special reserves, set aside or reverse special reserves in accordance with other laws or regulations and together with retained earnings, shall be determined by the shareholders’ meeting and be duly allocated at the following ratios: 1.Remuneration to directors 3% 2.Bonus to employees2% 3. Bonus to shareholders95% The profit may be retained and not allocated if the total allocable profit is not up to 5% of the paid-in capital.	From the profit earned by the Company upon annual account closing, the sum to pay all taxes and make up previous loss, if any, shall be first withheld, then 10% for legal reserves, 20% as special reserves, set aside or reverse special reserves in accordance with other laws or regulations and together with retained earnings, shall be determined by the shareholders’ meeting and be duly allocated at the following ratios: 1.Remuneration to directors, supervisors 3% 2.Bonus to employees2% 3. Bonus to shareholders 95% The profit may be retained and not allocated if the total allocable profit is not up to 5% of the paid-in capital.
Article 26	These Articles were duly established on November 26,1988 and the first amendment was approved on December 28, 1988; ------------; the twenty fifth amendment on June 18, 2015.	These Articles were duly established on November 26, 1988 and the first amendment was approved on December 28, 1988; ------------; the twenty fourth amendment on June 18, 2014.

APPENDIX VII

Comparison table of Amendments to” Procedures for Engaging in Derivatives Trading”


Article	Amendment	Original Articles
Article 1	Financial derivative products represent new products and a new business area within the financial markets. In order to respond to the risks created by this new business area, to efficiently manage our assets and liabilities, and to reduce exposure to fluctuations foreign exchange rates, interest rates, and equity markets, not to mention protecting shareholders rights and our company’s competitiveness, we hereby set forth this set of procedures (hereafter, “Procedures”), in accordance with the “Guidelines for the Purchase or Sale of Assets by Public Companies” published by the Financial Supervisory Commission (“FSC”) in accordance with Articles 36 and 38 of the Securities and Exchange Act (“SEA”).	Financial derivative products represent new products and a new business area within the financial markets. In order to respond to the risks created by this new business area, to efficiently manage our assets and liabilities, and to reduce exposure to fluctuations foreign exchange rates, interest rates, and equity markets, not to mention protecting shareholders rights and our company’s competitiveness, we hereby set forth this set of procedures (hereafter, “Procedures”), in accordance with the “Guidelines for the Purchase or Sale of Assets by Public Companies” published by the Financial Supervisory Commission, Executive Yuan (“FSC”) in accordance with Articles 36 and 38 of the Securities and Exchange Act (“SEA”).
Article 3	Article 3: Trading Principles 1. Division of Responsibilities The Company will adhere to the following division of responsibilities with regards to the trading of derivative products: 1. Board of Directors Assign the Head of the Risk Control Division to monitor all derivatives trading and assess whether such activities adhere to applicable policies at all times. 1. President The President should ensure that the derivative products traded are in line with the Company’s goals and policies and should address any anomalies discovered. 1. Assets and Liabilities Management Committee (ALCO) This committee is tasked with determining trading limits for each department. 1. Derivative Products Business Division 2. Responsible for setting derivative trading strategies, for setting position limits for the whole of the Company, for credit risk analysis, for loss analysis, all with the aim of creating a stable information management system that can adequately control risk and respond to abnormal events. 3. Responsible for collecting market information, for determining market direction and risks, for being familiar with financial products and applicable laws and regulations. 4. Responsible for determining optimal portfolio allocations and for reducing risk exposure based on the Company’s current position. 5. Responsible for providing all company trading tickets and receipts. 6. Settlement Department 7. Confirms every trading order against every order ticket and completes each transaction. 8. Checks and saves copies of all trading orders. 9. Risk Control Division 10. Responsible for overseeing and recordation of all master agreements entered into with trading counterparties, plus all schedules, and related information, and for preparing the same for inspection by the regulators. 11. Prepares monthly trading statistics in accordance with the format required by the regulators for derivatives trading. 12. Records trading statistics on a daily basis and confirms whether each trade is for “Hedging” or “Non-hedging” purposes; calculates all realized or expected profits and losses so as to get an accurate picture of the Company’s open positions so as to provide accurate hedging data. 13. Compiles monthly data on derivative trades already booked, including both already realized or expected profits or losses, and prepares regular financial reports in accordance with the format stipulated by the regulators, and publishes key derivatives trading data. . 14. Manages derivatives trading risk, fund access limits, profit and loss snapshots, exceptional events, and then evaluates and proposes necessary adjustments to risk management guidelines. 15. Where the Company trades derivative products for which it acted as the issuer of the underlying security, the Company will adhere to all applicable laws and regulations. 16. Evaluation of Performance 17. Performance is based on the profit targets predicted by the unit conducting a particular trade prior to entering the trade, and is evaluated on a regular basis. 18. An evaluation of open derivative positions should be conducted each month by the unit that initiated the position or by the Risk Control Division, and an evaluation should be conducted at least twice a month to determine whether any hedging measures are warranted for the position, and a report should be submitted to the President outlining profits or losses and the management of the position value. 19. The President should evaluate all data submitted to his/her office by various departments and by the Auditing Department and determine whether current risk control measures are appropriate and effective. 20. The President should stay on top of all derivative trading risks and, when market reports denote abnormal events (such as where losses on a position have exceeded applicable limits), should assemble all relevant department heads so as to formulate an appropriate course of action. 5. Trading Limits The Company treats its derivative trading as either “Hedging” or “Non-hedging”, based on the nature of the trade. The ALCO sets position limits and loss limits for each type of trade based on the needs of the Company and on the total value of the underling.	Article 3: Trading Principles 1. Division of Responsibilities The Company will adhere to the following division of responsibilities with regards to the trading of derivative products: 1. Board of Directors Assign high-level management personnel to monitor all derivatives trading and assess whether such activities adhere to applicable policies at all times. 1. President The President should ensure that the derivative products traded are in line with the Company’s goals and policies and should address any anomalies discovered. 1. Assets and Liabilities Management Committee (ALCO) 2. Responsible for determining derivative trading position limits for each counter party and for the whole of the Company. 3. Responsible for determining trading loss limits for each counter party and for the whole of the Company. 4. Responsible for report above mentioned limits for the Board of Director’s approval. 5. Derivative Products Business Division 6. Responsible for setting derivative trading strategies, for setting position limits for the whole of the Company, for credit risk analysis, for loss analysis, all with the aim of creating a stable information management system that can adequately control risk and respond to abnormal events. 7. Responsible for collecting market information, for determining market direction and risks, for being familiar with financial products and applicable laws and regulations. 8. Responsible for determining optimal portfolio allocations and for reducing risk exposure based on the Company’s current position. 9. Responsible for providing all company trading tickets and receipts. 10. Settlement Department 11. Confirms every trading order against every order ticket and completes each transaction. 12. Checks and saves copies of all trading orders. 13. Risk Control Division 14. Responsible for overseeing and recordation of all master agreements entered into with trading counterparties, plus schedules, and all kinds of confirmations and business report, and for preparing the same for inspection by the regulators. 15. Prepares monthly revenue statistics in accordance with the format required by the Financial Supervisory Commission, Executive Yuan for derivatives trading. 16. Records trading statistics on a daily basis and confirms whether each trade is for “Hedging” or “Non-hedging” purposes; calculates all realized or expected profits and losses so as to get an accurate picture of the Company’s open positions so as to provide accurate hedging data. 17. Compiles monthly data on derivative trades already booked, including both already realized or expected profits or losses, and prepares regular financial reports in accordance with the format stipulated by the Financial Supervisory Commission, Executive Yuan, and publishes key derivatives trading data. . 18. Where the Company trades derivative products for which it acted as the issuer of the underlying security, the Company will adhere to all applicable laws and regulations. 19. Evaluation of Performance 20. Performance is based on the profit targets predicted by the unit conducting a particular trade prior to entering the trade, and is evaluated on a regular basis. 21. An evaluation of open derivative positions should be conducted each month by the unit that initiated the position or by the Risk Control Division, and an evaluation should be conducted at least twice a month to determine whether any hedging measures are warranted for the position, and a report should be submitted to the President outlining profits or losses and the management of the position value. 22. The President should evaluate all data submitted to his/her office by various departments and by the Auditing Department and determine whether current risk control measures are appropriate and effective and report performance to the Board of Directors. 23. The President should stay on top of all derivative trading risks and, when market reports denote abnormal events (such as where losses on a position have exceeded applicable limits), should assemble all relevant department heads so as to formulate an appropriate course of action and report to the Board of Directors. 5. Trading Limits The Company treats its derivative trading as either “Hedging” or “Non-hedging”, based on the nature of the trade. The ALCO sets position limits and loss limits for each type of trade based on the needs of the Company and on the total value of the underling and report above mentioned limits for the Board of Director’s approval.
Article 4	Operating Procedures 1. Executing Trades: Traders initiate trades within their prescribed trading limits by filling out an order ticket which clearly states all details of the trade, which is then checked by a supervisor and then by order confirmation personnel. 2. Confirmation and settlement: 3. After the order confirmation personnel have reviewed the trade ticket, it should be forwarded to the Risk Control Division, with a copy to be sent to the division and personnel that will execute the settlement. 4. After the order settlement personnel have reviewed the identity of the counterparty, settlement should be executed, whereon and the Risk Control Division and the trade executing division are notified. 5. All other operating procedures shall adhere to the relevant business operating procedures of the company.	Operating Procedures 1. Executing Trades: Traders initiate trades within their prescribed trading limits by filling out an order ticket which clearly states all details of the trade, which is then checked by a supervisor and then by order confirmation personnel. 2. Confirmation and settlement: 3. After the order confirmation personnel have reviewed the trade ticket, it should be forwarded to the Risk Control Division, with a copy to be sent to the division and personnel that will execute the settlement. 4. After the order settlement personnel have reviewed the identity of the counterparty, settlement should be executed, whereon and the Risk Control Division and the trade executing division are notified. 5. The Risk Control Division should maintain the limits control sheet immediately right after a trade is completed, watch closely weather the total trade amount is exceeding the limits ruled and verify with the counter party. 6. All other operating procedures shall adhere to the relevant business operating procedures of the company.
Article 6	Internal Control Measures Derivative product trading should adhere to the following internal control measures: 1. No individual shall concurrently serve in more than one of the following roles: trading, trade confirmation, trade execution. 2. An order receipt should be generated immediately after a trade is completed, whereon it should be endorsed by a manager. 3. Trading values should adhere to the authorized limits prescribed by these Procedures. 4. The Settlement Department should confirm trade execution based on the trade receipt produced. 5. The Risk Control Division should ensure that total trade values do not exceed prescribed limits.	Internal Control Measures Derivative product trading should adhere to the following internal control measures: 1. No individual shall concurrently serve in more than one of the following roles: trading, trade confirmation, trade execution. 2. An order receipt should be generated immediately after a trade is completed, whereon it should be endorsed by a manager. 3. Trading values should adhere to the authorized limits prescribed by these Procedures. 4. The Settlement Department should confirm trade execution based on the trade receipt produced. 5. The Risk Control Division should verify with the counter party regularly. 6. The Risk Control Division should maintain the limits control sheet immediately right after a trade is completed and ensure that total trade values do not exceed prescribed limits.
Article 7	Internal Auditing Measures 1. Internal auditing personnel should regularly, and when necessary, evaluate the appropriateness of the internal control measures, and should produce a monthly audit report based on a monthly evaluation of the derivatives trading procedures used by the trading departments, so as to identify any serious violations of the regulations in place, and then to properly notify the Company’s Supervisor in writing, if warranted. 2. The Head of the Risk Control Division should stay on top of the controls and oversight for derivatives trading risks.	Internal Auditing Measures 1. Internal auditing personnel should regularly, and when necessary, evaluate the appropriateness of the internal control measures, and should produce a monthly audit report based on a monthly evaluation of the derivatives trading procedures used by the trading departments, so as to identify any serious violations of the regulations in place, and then to properly notify the Company’s Supervisor in writing, if warranted. 2. The Board of Directors should assign high-level management personnel to stay on top of the controls and oversight for derivatives trading risks.
Article 8	Methods for Regular Evaluations and for Handling Abnormal Events 1. The Risk Control Division should conduct regular reviews of the business units in accordance with the following principles: 2. Does the trading performance in derivative products adhere to the strategy applicable to that division and are the risks taken on within the scope of permitted risks. 3. Does current risk management measure appropriate and are they being implemented in accordance with “Guidelines for the Purchase or Sale of Assets by Public Companies” and the Procedures. 4. If the Head of the Risk Control Division discovers on his/her own or through a company audit report that an abnormal even has occurred, he/she should implement the appropriate response measures and should report the same to the Board of Directors. Where an independent director position exists, the independent director should attend the next Board of Directors meeting and should opine on said event. 5. At least once a year, the Head of the Risk Control Division should report to the Board of Directors on derivatives trading performance and risk control measures. The Board of Directors should evaluate changes in the markets and in existing products and determine appropriate strategies and procedures, and should evaluate trading performances and risk control measures.	Methods for Regular Evaluations and for Handling Abnormal Events 1. High-level management personnel assigned by the Board of Directors should conduct regular reviews of the business units in accordance with the following principles: 2. Does the trading performance in derivative products adhere to the strategy applicable to that division and are the risks taken on within the scope of permitted risks. 3. Does current risk management measure appropriate and are they being implemented in accordance with the Procedures and the Procedures. 4. If the Head of the Risk Control Division discovers on his/her own or through a company audit report that an abnormal even has occurred, he/she should implement the appropriate response measures and should report the same to the Board of Directors. Where an independent director position exists, the independent director should attend the next Board of Directors meeting and should opine on said event.

Attachment: List of Candidates for 10th Directors


Title	Name	Education	Experience	Current Positions	Number of shares owned	Remarks
Director	LIN,CHUNG-SHEN	* Department of Business Administration ,FuJen Catholic University	* Vice General Manager of Nanlien International Corporation * Taipei Financial Department Assistant General Manager of Uni-President Enterprises Corporation * Chief Finance Officer of Uni-President Enterprises Corporation * Chinese Professional Management Association Manager Excellence Award 2012 * General Manager of President Tokyo Corporation	* General Manager of President Tokyo Corporation.	37,104,849	Kai Nan Investment Co.,Ltd
Director	LIN,KUAN-CHEN	* Taiwan Provincial Junior College of Physical Education	* Vice Chairman of President Securities Corp. * Vice Chairman and General Manager of President Securities Corp. * Managing Director of President Securities Corp. * General Manager of President Securities Corp.	* General Manager of President Securities Corp.	3,000,000	N/A
Director	CHENG,KAO-HUEI	* Tainan Commercial Vocational School	* Chairman of Tainan Spinning Co., Ltd. * Chairman of Nan Fan Housing Development Co., Ltd. * Chairman of Prince Housing & Development Corp. * Chairman of ScinoPharm Taiwan, Ltd. * Director of Uni-President Enterprises Corporation	* Chairman of Tainan Spinning Co., Ltd. * Chairman of Nan Fan Housing Development Co., Ltd. * Chairman of Prince Housing & Development Corp. * Chairman of ScinoPharm Taiwan, Ltd. * Director of Uni-President Enterprises Corporation	2,615,171	N/A
Director	KAO, SHIOW-LING	* Marymount College U.S.A	* Chairman/ General Manager of KAO, Chuan Investment Corporation * Chairman of Being spa * Chairman of Hankyu Department Stores * Chairman of President Pharmaceutical Corp. * Chairman of Tongzheng Development Co., Ltd * Chairman of President Drugstore Business Corp.	* Chairman/ General Manager of KAO, Chuan Investment Corporation * Chairman of Being spa * Chairman of Hankyu Department Stores * Chairman of President Pharmaceutical Corp. * Chairman of Tongzheng Development Co., Ltd * Chairman of President Drugstore Business Corp.	3,529,286	N/A
Director	TENE, WEN- HWI	* Ph.D, University of San Francisco * Master’s Degree in Education ,Harvard University * Bachelor Degree ,George Washington University	* Assistant Professor of National Taipei University of Education * Chairman of Cayenne Entertainment Technology Co., Ltd.	* Assistant Professor of National Taipei University of Education * Chairman of Cayenne Entertainment Technology Co., Ltd.	1,482,995	N/A
Director	CHANG,MING CHEN	* Accounting Department of Soochow University	* Accountant Manager of Leg Horn Investment Co., Ltd * Director of Leg Horn Investment Co., Ltd	* Accountant Manager of Leg Horn Investment Co., Ltd * Director of Leg Horn Investment Co., Ltd	11,558,644	Kai Nan Investment Co., Ltd
Director	PI , CHIEN-KUO	-	* General Manager of Hui Tung Investment Co., Ltd Assistant * Director of Hui Tung Investment Co., Ltd	* Director of Hui Tung Investment Co., Ltd	9,501,348	Hui Tung Investment Co., Ltd
Director	TU, LI-YANG	* National Tainan Girls’ Senior High School	* Chairman of Ta Leh Investment Holding Co., Ltd * Supervisor of De Xing Long Co., Ltd	* Chairman of Ta Leh Investment Holding Co., Ltd * Supervisor of De Xing Long Co., Ltd	6,681,624	Ta Leh Investment Holding Co., Ltd
Director	LEE , SHY-LOU	* Taiwan Provincial Institute of Agriculture	* Chairman of De Long warehousing stevedoring	* Chairman of De Long warehousing stevedoring	7,806,955	N/A
Director	DUH, BOR-TSANG	* MBA, Ut Dallas University	* Chairman of Shun Fu tai Co., Ltd * Chairman of Yue Rong Technology Co., Ltd * Chairman of Ming,Yang semiconductor corporation	* Chairman of Shun Fu tai Co., Ltd * Chairman of Yue Rong Technology Co., Ltd * Chairman of Ming,Yang semiconductor corporation	3,903,130	N/A
Director	LEE, SHU-FEN	* Ming Chuan Commercial High School	* Deputy Section Manager/Account Assistant General Manager/Auditing Office Manager of Eternal Materials Co., Ltd Business Section	* Deputy Section Manager/Account Assistant General Manager/Auditing Office Manager of Eternal Materials Co., Ltd Business Section	5,023,285	China F.R.P. Corporation
Director	LIU, TSUNG-YI	* MBA, National Taiwan University	* Manager of President International Development Corporation * Investment plan Assistant General Manager of Uni-President Enterprises Corporation	* Investment plan Assistant General Manager of Uni-President Enterprises Corporation	37,104,849	Kai Nan Investment Co., Ltd
Director	LIN, CHENG-TE	* MBA, National Taipei University	* Manager of Uni-President Enterprises Corporation	* Manager of Uni-President Enterprises Corporation	37,104,849	Kai Nan Investment Co., Ltd
Director	HSIEH HUNG,HUI-TZU	* MBA,National Cheng-kung University	* Administration Management Dept. Vice General Manager of President International Development Corporation * Administration Management Center Vice General Manager of ScinoPharm Taiwan, Ltd. * Chief Audit Executive Assistant General Manager of President Chain Store Corp.	* Chief Audit Executive Assistant General Manager of President Chain Store Corp.	37,104,849	Kai Nan Investment Co., Ltd
Director	LU,LI-AN	* Master‘s Degree in Finance , National Sun Yat-sen University	* Manager of Uni-President Enterprises Corporation	* Manager of Uni-President Enterprises Corporation	37,104,849	Kai Nan Investment Co., Ltd
Independent Director	WU ,TSAI-YI	* Ph.D, in Management Science, Tamkang University	* Dean of Taiwan Research Institute * National Council for Sustainable Development committee member * Director of Taiwan Power Company * Independent Director of President Securities Corp.	* Dean of Taiwan Research Institute * National Council for Sustainable Development committee member * Director of Taiwan Power Company * Independent Director of President Securities Corp.	0	N/A
Independent Director	LEE , KWANG CHOU	* Agricultural Economics Department , National Chung Hsing University	* Agent, Assistant Manager, Deputy Manager/Manage all branches of business First Commercial Bank * Assistant General Manager and Manager of Grand Commercial Bank * Business consultant CTBC Bank Co. Ltd. * Independent Director of President Securities Corp.	* Independent Director of President Securities Corp.	0	N/A
Independent Director	FU, KAI- YUN	* Taiwan Provincial Tainan Commercial Vocational School	* Finance Center Manager and Kaohsiung branch Manager of Grand Commercial Bank Kaohsiung District Corporation * Independent Director of President Securities Corp.	* Independent Director of President Securities Corp.	0	N/A
Independent Director	Liang, Yann Ping	* Master’s Degree in Finance, George Washington University	* Vice General Manager of Polaris International Securities Investment Trust Co., Ltd. * Vice General Manager of Hua Nan Investment * Assistant Professor of Department of Finance, Shin Hsin University	* Assistant Professor of Department of Finance, Shin Hsin University	0	N/A

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