RADIUM — Capital/Financing Update 2017

Nov 21, 2017

RADIUM LIFE TECH CO., LTD.
(Incorporated as a company limited by shares in Taiwan, the Republic of China)
US$20,000,000
Zero Coupon Convertible Bonds due 2009
Issue Price: 100 percent
The US$20,000,000 Zero Coupon Convertible Bonds due 2009 (the "Bonds") will be issued in registered form
by Radium Life Tech Co., Ltd. (the "Company"). Unless previously redeemed, converted or repurchased and
cancelled, the Bonds will be redeemed on December 24, 2009 at 104.32 % of their principal amount. See "Terms
and Conditions of the Bonds -Redemption, Repurchase and Cancellation".
The Company will, at the option of the holder of any Bond ("Bondholder"), redeem such Bond on December 24,
2006 at 101.71% of its principal amount. The Bonds may be redeemed, in whole or in part, at the option of the
Company at any time on or after December 24, 2006, at their Early Redemption Amount (as defined herein) in
certain circumstances relating to the then prevailing Closing Price (as defined herein) of the Shares (as defined
herein) relative to the Conversion Price (as defined herein). See "Terms and Conditions of the Bonds ¡V
Redemption, Repurchase and Cancellation¡¨. The Bonds may be redeemed, in whole but not in part at the option
of the Company, at their Early Redemption Amount, at any time if more than 90 percent in principal amount of
the Bonds has already been converted, redeemed or repurchased and cancelled. See "Terms and Conditions of
the Bonds -Redemption, Repurchase and Cancellation".
The Bonds may be converted at any time on or after January 23, 2005 and prior to the close of business (at the
place the Bond is deposited for conversion) on December 14, 2009 into common shares, par value NT$10 per
share, of the Company (the "Shares") unless previously redeemed, converted or repurchased and cancelled and
except during a Closed Period (as defined herein).
Investing in the Bonds involves certain risks. See the section on "Risk Factors".
The Conversion Price will initially be NT$26.54 per Share subject to adjustment in the manner provided herein
and with a fixed rate of exchange applicable on conversion of the Bonds of NT$32.489 = US$1.00. In addition,
the Conversion Price will be adjusted on the Reset Date (as defined herein) in certain circumstances relating to
the then prevailing Closing Price of the Shares relative to the Conversion Price. See "Terms and Conditions of
the Bonds -Conversion". The Shares are listed on the Taiwan Stock Exchange ("TSE") under the trade code of
2547 and application will be made to list the Shares to be issued on conversion of the Bonds on the TSE. On
December 17, 2004, the Closing Price of the Shares on the TSE was NT$30.5 per Share.
No application has been made to list the Bonds on any securities exchange.
The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") and, subject to certain exceptions, may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
Lead Manager
The International Commercial Bank of China
Co-Lead Manager
MasterLink Securities Corporation
The date of this Offering Circular is December 24, 2004

The Company, having made all reasonable inquiries, confirms that this Offering Circular contains all
information with respect to the Company, the Bonds and the Shares which is material in the context of the
issue and offering of the Bonds (including all information required by applicable laws of the ROC), that the
information contained herein (save as set out below) is true and accurate and is not misleading, that the
opinions and intentions expressed herein are honestly held and have been reached after considering all
relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission
of which would, in the context of the issue and offering of the Bonds, make this Offering Circular as a whole
or any of such information or the expression of any such opinions or intentions misleading and that all
reasonable inquiries have been made by the Company to verify the accuracy of such information and that
this Offering Circular does not contain an untrue statement or omit to state a material fact required to be
stated herein or necessary in order to make the statements herein, in the light of the circumstances under
which they are made, not misleading. The Company accepts responsibility accordingly and agrees to
indemnify the Lead Manager (as defined in "Subscription and Sale") and its advisor if the information
disclosed in the Offering Circular contains any untrue statement or does not contain all material information
which should be disclosed, unless such misleading information or non-disclosure was due to the willful
misconduct of the Lead Manager or its advisor. Information provided herein with respect to the ROC, its
political status and economy, has been derived from government and other public sources such as the
websites of the Ministry of Economic Affairs, the Securities and Futures Bureau, the Central Bank of China,
the Taiwan Stock Exchange and the GreTai Securities Market and the Company accepts responsibility only
for accurately extracting information from such sources.
The distribution of this Offering Circular and the offering and sale of the Bonds in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by the
Company and the Lead Manager to inform themselves about and to observe any such restrictions. For a
description of certain further restrictions on offers and sales of the Bonds and distribution of this Offering
Circular, see "Subscription and Sale". This Offering Circular does not constitute an offer of, or an invitation
by or on behalf of the Company, the Trustee or the Lead Manager to subscribe for or purchase, any of the
Bonds in any jurisdiction in which such offer or invitation would be unlawful.
No person is authorized in connection with the issue, offering or sale of the Bonds to give any information or
to make any representation not contained in this Offering Circular and any information or representation not
contained herein must not be relied upon as having been authorized by the Company, the Trustee or the
Lead Manager. Neither the delivery of this Offering Circular nor any sale or allotment made in connection
with the issue of the Bonds shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to such date.
The Bonds will be represented by beneficial interests in a permanent global certificate (the "Global
Certificate") in registered form, which will be registered in the name of a nominee of, and shall be deposited
on or about the Closing Date with a common depositary for, Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg").
Definitive certificates will be issued to Bondholders only if either Euroclear or Clearstream, Luxembourg (or
any other clearing system as shall have been designated by the Company and approved by the Trustee on
behalf of which the Bonds evidenced by the Global Certificate may be held) is closed for business for a
continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so.
The Lead Manager, Trustee and Agents make no representations or warranties (express or implied) as to the
accuracy or completeness of the information contained herein and nothing contained in this Offering
Circular is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The
Lead Manager, Trustee or Agents have not independently verified any such information and assume no
responsibility for its accuracy or completeness.
References to the "ROC" or ¡§Taiwan¡¨ are to the island of Taiwan and other areas under the effective control
of the Republic of China.
The Company has prepared audited consolidated financial statements as at and for the three years ended
December 31, 2001, 2002 and 2003 and unaudited non-consolidated financial statements as at and for the
nine months ended September 30, 2003 and 2004.
IN CONNECTION WITH THE ISSUE OF THE BONDS THE INTERNATIONAL COMMERCIAL BANK
OF CHINA ON BEHALF OF THE INITIAL PURCHASERS, MAY OVERALLOT OR EFFECT
i

TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS OR THE
SHARES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A
LIMITED PERIOD AFTER THE CLOSING DATE. HOWEVER, THE INTERNATIONAL
COMMERCIAL BANK OF CHINA IS UNDER NO OBLIGATION TO DO SO. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
ii

ENFORCEABILITY OF FOREIGN JUDGMENTS IN THE ROC
The Company is a company limited by shares and incorporated under the ROC Company Law. Substantially
all of the Company's directors and executive officers, its supervisors and certain other parties named herein
are residents of the ROC and a substantial portion of the assets of the Company and such persons are located
in the ROC. As a result, it may not be possible for investors to effect service of process upon the Company
or such persons outside of the ROC, or to enforce against any of them judgments obtained in courts outside
of the ROC. Any final judgment obtained against the Company or such person in any court other than the
courts of the ROC in respect of any legal suit or proceeding arising out of or relating to the Bonds will be
enforced by the courts of the ROC without further review of the merits only if the court of the ROC in which
enforcement is sought is satisfied that: (i) the court rendering the judgment has jurisdiction over the subject
matter according to the laws of the ROC; (ii) the judgment is not contrary to the public order or good morals
of the ROC; (iii) the judgment is a final judgment for which the period for appeal has expired or from which
no appeal can be taken; (iv) if the judgment was rendered by default by the court rendering the judgment, the
Company or such persons were served within the jurisdiction of such court, or process was served on the
Company or such persons with judicial assistance of the ROC; and (v) judgments of the courts of the ROC
are recognized and enforceable in the court rendering the judgment on a reciprocal basis. Remittance out of
the ROC of any amount recovered from enforcing a foreign judgment in the ROC is also subject to the
Foreign Exchange Control Statute and regulations as described in "Foreign Investment and Exchange
Controls in the ROC" herein.
iii

TABLE OF CONTENTS
CORPORATE AND OTHER INFORMATION .......................................................................................... 6
USE OF PROCEEDS .................................................................................................................................... 7
RISK FACTORS............................................................................................................................................ 8
BUSINESS OF THE COMPANY................................................................................................................ 15
MANAGEMENT ......................................................................................................................................... 20
PRINCIPAL SHAREHOLDERS ................................................................................................................ 22
RECENT DEVELOPMENTS AND OUTLOOK ...................................................................................... 23
DIVIDENDS................................................................................................................................................. 25
TERMS AND CONDITIONS OF THE BONDS ....................................................................................... 26
THE GLOBAL CERTIFICATE.................................................................................................................. 45
EXCHANGE RATES .................................................................................................................................. 47
FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN THE ROC......................................... 49
DESCRIPTION OF THE COMMON STOCK.......................................................................................... 53
THE SECURITIES MARKET OF THE ROC .......................................................................................... 56
ROC TAXATION OF NON-RESIDENTS ................................................................................................. 59
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ROC GAAP AND U.S. GAAP ............ 61
SUBSCRIPTION AND SALE ..................................................................................................................... 71
GENERAL INFORMATION ...................................................................................................................... 73
AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF
INDEPENDENT ACCOUNTANTS FOR THE PERIODS ENDED DECEMBER 31, 2001,
2002 AND 2003........................................................................................................................................... F-1
UNAUDITED NON-CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF
INDEPENDENT ACCOUNTANTS FOR THE NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 2003 AND 2004 .......................................................................................................... F-49
iv

Unless otherwise specified or the context requires, references to "US dollars" and "US$" are to the lawful
currency of the United States of America, references to "New Taiwan dollars", "NT dollars", "NT$" and "$"
are to the lawful currency of the ROC. Unless otherwise specified, where financial information in relation to
the Company has been translated into US dollars, it has been so translated, for convenience only, at the rate
of NT$32.489 = US$1.00 using the closing exchange rate on December 15, 2004 provided by Taipei Forex,
Inc. Such translation should not be construed as a representation that the amounts in question have been,
could have been or could be converted into US dollars at that or any other rate. The closing rate of exchange
between the NT dollar and the US dollar on December 17, 2004 was NT$32.359 = US$1.00.
Unless otherwise specified or the context requires, references in this Offering Circular to consolidated
financial information as of and for the years ended December 31, 2001, 2002 and 2003 refer to the
Company's financial information derived from the audited consolidated financial statements included
elsewhere herein and references in this Offering Circular to non-consolidated financial information as of and
for the nine months ended September 30, 2003 and 2004 refer to the Company's financial information
derived from the unaudited non-consolidated financial statements included elsewhere herein.
v

CORPORATE AND OTHER INFORMATION
The Company was incorporated on March 26, 1980 as a company limited by shares in Taiwan based on the
ROC Company Law, and has a uniform registration number of 12373243. The Company's shares of
common stocks (the "Shares") have been listed on the TSE since 2000. As of September 30, 2004, the
Company has a market capitalization of approximately NT$7,102 million (US$218.60 million). The
registered office of the Company is located at 5F, 270, Section 4, Chung Hsiao East Road, Taipei, Taiwan,
R.O.C. The Company¡¦s telephone number is (886-2) 2772-9988.
The Company¡¦s website address is: www.radium.com.tw. The information on the Company¡¦s website is not
part of this Offering Circular.
- 6 -

USE OF PROCEEDS
Substantially all of the net proceeds of issue of the Bonds will be used in the construction of a Hsin-Dian
joint development project.
- 7 -

RISK FACTORS
Prior to making an investment decision, each investor in, and potential buyer of, the Bonds should carefully
consider the following risk factors, along with the other matters set out in this Offering Circular. The
following risk factors could affect the Company's actual results and could cause them to differ materially
from estimates in any forward-looking statements given by or on behalf of the Company. In addition, unless
otherwise indicated, all industry estimates and figures provided in this Offering Circular, such as market
share and industry trends, are based solely on data available to the Company and the Company¡¦s internal
evaluation thereof, and have not been independently verified by the Company. Finally, any potential
investor in, and buyer of, the Bonds should pay particular attention to the fact that the Company is governed
in the ROC by a legal and regulatory environment which in some respects may be different from that which
prevails in other countries.
RISKS RELATING TO THE COMPANY AND ITS BUSINESS
Dependence on Taiwan¡¦s economy and real estate markets
The Company presently conducts most of its business in Taipei City. The condition of real estate market in
Taipei City is in line with Taiwan¡¦s economic condition. Weak economy in Taiwan is likely to cause
excessive inventories and low sale prices, which will affect the Company¡¦s business and financial conditions.
A prolonged economic downturn in Taiwan would have a material adverse effect on the business of the
Company.
Access to financing
The construction industry can be characterized as capital intensive and require expenditures for construction
and for land purchases and development. Accordingly, the Company has incurred substantial indebtedness
to finance its construction, land acquisition and development activities. If the Company identifies
significant new acquisition opportunities, or if the Company does not generate sufficient cash from its
operations at levels currently anticipated, the Company may be required to seek additional capital in the
form of equity or debt financing. If the Company is not successful in obtaining sufficient capital to fund its
planned projects, the development and completion of new projects may be constrained. Failure to obtain
sufficient funding may adversely affect the Company's future results of operations.
Land policies and position
Historically, the Company has made significant investments in land, primarily in Taipei City. However, due
to the limited supply, it is difficult to acquire land for construction in Taipei City. There can be no assurance
that the Company will be able to acquire suitable land for its construction projects. Moreover, this may
require the Company to make significant investments in land that the Company may be required to hold the
land it acquired as inventory for an extended period until economic conditions justify the development of
such land. If the Company is unable to locate or acquire suitable land which it can profitably develop, its
business, financial condition and results of operations could be materially and adversely affected.
Real estate development and investment risks
The value of, and the Company¡¦s income from, the Company¡¦s properties may decline due to developments
that adversely affect real estate generally and those that are specific to the Company¡¦s properties. General
factors that may adversely affect the Company¡¦s real estate portfolios include:
z increases in interest rates;
z a general tightening of the availability of credit;
z a decline in the economic conditions in the Company¡¦s markets;
z an increase in competition for customers or a decrease in demand by customers;
z an increase in supply of the Company¡¦s product types in the Company¡¦s markets;
z declines in consumer spending during an economic recession that adversely affect the Company¡¦s
revenue; and
z the adoption on the national or local level of more restrictive laws and governmental regulations,
including more restrictive zoning, land or environmental regulations and increased real estate taxes.
- 8 -

In addition, there are factors that may adversely affect the value of, and the Company¡¦s income from,
specific properties, including:
z adverse changes in the perceptions of prospective purchasers of the attractiveness of the property;
z opposition from local community or political groups with respect to development or construction at a
particular site;
z the Company¡¦s inability to provide adequate management and maintenance or to obtain adequate
insurance;
z the Company¡¦s inability to collect receivables;
z an increase in operating costs;
z introduction of a competitor¡¦s property in or in close proximity to the Company¡¦s current markets; and
z earthquakes and other natural disasters.
Development projects may exceed budget or be prevented from completion
The Company¡¦s development projects may exceed budget or be prevented from completion for many
reasons, including:
z an inability to secure sufficient financing on favorable terms, including an inability to refinance
construction loans;
z construction delays or cost overruns, either of which may increase project development costs;
z an inability to obtain zoning, occupancy and other required governmental permits and authorizations;
and
z failure to achieve or sustain anticipated occupancy or sales levels.
The occurrence of one or more of the above risks could result in significant delays or unexpected expenses.
If any of these occurs, the Company may not achieve its projected returns on properties under development
and the Company could lose some or all of its investments in those properties.
The Company periodically serves as the construction manager for its development projects. The
construction of real estate projects entails unique risks, including risks that the project will fail to conform to
building plans, specifications and timetables. These failures could be caused by strikes, weather,
government regulations and other conditions beyond the Company¡¦s control. In addition, the Company may
become liable for injuries and accidents occurring during the construction process that are not insured.
Economic decline in the Company¡¦s markets
The Company¡¦s core market is Taipei City. A downturn in Taipei City may impair:
z the Company¡¦s ability to market new developments to prospective purchasers;
z land sales; and
z occupancy rates for commercial and residential properties.
Inability to sell unsold properties
Because real estate investments are relatively illiquid, the Company may be unable to dispose of unsold
properties and may be unable to reposition its portfolio in response to changes in regional or local real estate
markets. As a result, the Company may incur additional operating expenses from some of its unsold
properties.
Downward pressure on gross margin
The increase in the cost of construction material and labour has subjected the Company to pressure on prices
and margins. Although the Company has taken specific measures such as diligent planning and evaluation
of engineering, strengthening the management of construction cost, special emphasis on selecting highquality
construction material, and extensive comparison of suppliers, there is no assurance that the
Company's gross margins will not continue to be subject to downward pressure as a result of the factors
mentioned above, which could have a material adverse impact on the Company's results of operations and
prospects.
- 9 -

The debt ratio of the Company is above the industry average
Most players in the real estate industry have under-performed due to intensive competition in this sector.
The Company¡¦s situation has been exacerbated by its relatively higher debt ratio compared to its competitors
such as Kindom Construction Corporation (¡§Kindom¡¨) and Hung Poo Real Estate Development Co., Ltd.
(¡§Hung Poo¡¨). In the year of 2003, the Company had a debt ratio of 65.23% while those of Kindom and
Hong Poo were 38.54% and 15.41%, respectively, making the investment in the Company more risky. As of
September 30, 2004, the Company had a debt ratio of approximately 65.48% while those of Kindom and
Hong Poo were 35.27% and 32.67%, respectively.
The Company¡¦s liquidity is not in a safe and sound condition judging from its current cash flow and
current debts
As at September 30, 2004, the Company¡¦s current liabilities were NT$4,762 million, and its cash and cash
equivalents were NT$185 million. Although the Company¡¦s cash and cash equivalents as at September 30,
2004 has a 660.71% increase from NT$28 million for the corresponding period in 2003, there is no
assurance that the Company will be able to manage its liquidity in a manner as to ensure that the Company is
able to promptly repay its debts as and when they fall due. The inability of the Company to maintain its
liquidity could have a material adverse effect on the Company's financial condition and results of operations.
Unexpected downward adjustment of the Company¡¦s business revenue
The Company adjusted its financial forecast downwards in 2003 due to a cancellation of contract by a major
customer of the pre-sale units. The selling price of the pre-sale units was NT$1,012million (sales tax
inclusive). The sales return resulted in a reduction of combined sales revenue in the amount of NT$1,012
million, a reduction of operating cost of NT$632 million and thus a reduction of combined operating profit
in the amount of NT$380 million and a reduction of combined profit before tax of NT$380 million in 2003.
There is no assurance that the Company will not encounter the same problem in the future.
Variability of operational results
The Company historically has experienced, and in the future expects to continue to experience, variability in
sales and net income on an annual and a quarterly basis. Factors expected to contribute to this variability
include, among others:
z the timing of completion of construction and closings;
z the ability to continue to acquire land thereon under acceptable terms;
z the timing of receipt of regulatory approvals for the construction of buildings;
z the condition of the real estate market and general economic conditions in the Company's local
markets;
z the cyclical nature of the real estate industry;
z the prevailing interest rates and the availability of mortgage financing;
z pricing policies of competitors;
z the timing of the opening of new projects;
z the cost and availability of materials and labor.
The Company's historical financial performance is not necessarily a meaningful indicator of future results
and, in particular, the Company expects its financial results to vary from project to project and from period
to period.
Competition
The construction industry is highly competitive and fragmented. Construction companies compete for
desirable properties, financing, materials and skilful labor. The Company competes with different
competitors depending upon the type of building or geographic area. The Company competes for sales with
large construction companies, some of which have greater financial resources than the Company, and
smaller construction companies, which may have lower administrative costs. The Company also competes
for sales with individual resales of existing real estates. There can be no assurance that the Company will be
able to continue to compete successfully in any of its markets. The inability of the Company to continue to
compete successfully in any of its markets could have a material adverse effect on the Company's business,
financial condition or results of operations.
- 10 -

Interest rates; mortgage financing
Virtually all purchasers of the Company's residential buildings finance their acquisitions through third-party
lenders providing mortgage financing. In general, housing demand is adversely affected by increases in
interest rates, decreasing availability of mortgage financing, increasing housing costs and unemployment. If
mortgage interest rates increase and, as a result, the ability of prospective buyers to finance home purchases
is adversely affected, the Company's operating results may be significantly negatively impacted. The
Company's home building activities are also dependent upon the availability and cost to home buyers of
mortgage financing.
Government regulations and environmental matters
The Company and its competitors are subject to various statutes, ordinances, rules, and regulations
concerning zoning, resource protection (protection of wetlands, woodlands and hillside areas), building
design, construction and similar matters. The Company may also be subject to periodic delays in its
building projects due to building moratoriums. Such moratoriums generally relate to insufficient water
supplies, sewage facilities, delays in utility hook-ups, or inadequate road capacity within specific market
areas or subdivisions. In addition, certain new development projects are subject to various assessments for
schools, parks, streets and highways and other public improvements, the costs of which can be substantial.
By raising the cost of the Company's buildings to its customers, an increase in such assessments could have
a negative impact on the Company's sales.
Investment risks
The Company has certain interests in a number of subsidiaries and have booked investment loss in 2003.
From time to time, the Company reviews its investment opportunities and may, if a suitable opportunity
arises, make an investment. Future investments may be in the form of capital expenditure made directly or
through subsidiaries, or acquisitions of, or investments in, other businesses or joint ventures with third
parties. No assurance can be given that the investments will benefit the Company. An unsuccessful
investment could have a material adverse impact on the Company¡¦s operations and prospects.
Transactions with related parties
The Company has entered into various transactions with its related parties, including but not limited to
entering into construction contracts with its subsidiary and providing guaranty to its related parties for their
borrowing needs. As of September 30, 2004, all of the Company¡¦s projects are contracted to be built by the
Company¡¦s subsidiary, Tai Cheng Construction Company (¡§Tai Cheng¡¨). The Company may enter into
additional transactions with its related parties in the future. Although the Company believes that such
transactions are legal, there is no assurance that transactions with related parties will not adversely affect the
financial or other conditions of the Company.
The Company may face potential liability with respect to building defects
The contracts entered into by the Company with its customers generally include warranties that the buildings
the Company sold will be free from defects and in a condition that meets the general market safety standards.
To the extent that the buildings sold by the Company to its customers do not, or are not deemed to, satisfy
such warranties, the Company could be responsible for the repairing or replacing of any defective buildings,
or, in certain circumstances, for the cost of effecting a repurchase of all buildings which might contain a
similar defect, as well as for consequential damages. In addition, liabilities resulting from personal or public
safety are usually in large amounts, and may affect the Company¡¦s image and reputation, which may have a
material adverse effect on the Company¡¦s business.
Reliance on key personnel and qualified employees
The Company's success depends on the continued service of its executive officers and its ability to attract
and retain highly qualified management, engineering and skilled technical personnel. The process of hiring
employees with the combination of skills and attributes required to implement the Company's strategy can
be extremely competitive and time-consuming. There can be no assurance that the Company will be able to
attract and retain personnel qualified to meet the Company¡¦s needs. The loss of the services of key
- 11 -

personnel, inability to adequately replace them or the inability to attract additional qualified personnel, could
have a material adverse effect on the Company's business.
The Company¡¦s chairman is involved in a criminal litigation
Mr. Lin, Rong Sian, the Company¡¦s Chairman, is involved in a criminal litigation pending the decision of the
Taiwan High Court. Mr. Lin was charged with bribery of the Taipei County Government officials in
connection with change of his land zone and the registration of the change of ownership. The charge was
based on the ROC Statute for the Punishment of Corruption. Mr. Lin was found not guilty by both the Pan-
Ciao District Court and the Taiwan High Court because no preponderance evidences was found during the
trials. The public prosecutor appealed to the Supreme Court of the ROC. The Supreme Court voided the
Taiwan High Court¡¦s judgment and ordered the Taiwan High Court to further review the case. The case was
in the retrial proceedings in the Taiwan High Court. Mr. Lin has been vigorously defending himself against
the allegations against him. In addition, according to the legal opinion of Mr. Lin¡¦s counsel, Mr. Huang
Ming Chao, the charges against Mr. Lin is without merit. However, there can be no assurance that Mr. Lin
will ultimately prevail in this litigation. If Mr. Lin is found guilty by the Taiwan High Court and the
judgment is final, there can be no assurance that the Company¡¦s business or management will not be
materially and adversely affected.
RISKS RELATING TO THE BONDS AND THE SHARES
As of April 27, 2004, the Company's directors and supervisors, together with members of their immediate
families, owned of record approximately 91,258,343 shares, or approximately 37.47% of the Company's
outstanding Shares. While no single person, as far as known to the Company, exercises or could exercise
control over the Company, the Company's directors and supervisors have and will continue to have the
ability to exercise a significant influence over the Company's business and policy, including the matters
relating to the management and polices, the timing and distribution of dividends and the election of the
directors and supervisors of the Company. This influence may be exercised in a way that may not be
consistent with the interest of other shareholders.
The Bondholders' ability to exercise their conversion rights may be limited. The Bonds are convertible into
Shares at the option of the converting Bondholders pursuant to the terms of the Bonds. Purchasers of the
Bonds will not be able to exercise their conversion right during the Closed Periods, as defined in the terms
and conditions of the Bonds. Holders of the Bonds are not entitled to any rights with respect to the
Company¡¦s common stock (including voting rights and rights to receive any dividends or other distributions
on the Company¡¦s common stock) unless and until such Bondholders exercise their conversion rights.
Under current ROC law, regulations and policy, People's Republic of China "PRC" persons are not
permitted to hold or convert the Bonds or to register as shareholders of the Company.
A liquid market for the Bonds and Shares may not develop. No application has been made to have the
Bonds listed on the Luxembourg Stock Exchange or any securities exchange. The trading market for the
Shares is the TSE on which the Shares were listed in December of 2000. The Shares will not be listed on the
Luxembourg Stock Exchange.
Shares eligible for future sale by the current shareholders or the Bondholders (after conversion of the Bonds
into Shares) will dilute the ownership interests of existing shareholders and may adversely affect the market
price of the Shares. While the Company is not aware of any plans by any major shareholders to dispose of a
significant amount of Shares, it cannot assure that one or more of the shareholders will not dispose of the
Shares in the future. The Company also cannot predict the effect, if any, that future sales of the Shares, or
the availability of the Shares for future sale, will have on the market price of the Company¡¦s common stock
prevailing from time to time. Sales of substantial amounts of common shares in the public market, or the
perception that such sales may occur, could adversely affect the prevailing market price of the Company¡¦s
common stock.
When a non-ROC holder exercises its conversion rights to receive Shares and register as a shareholder of the
Company, such holder will be required to appoint an agent (a "Tax Guarantor") in the ROC. Such Tax
Guarantor will be required to meet the qualifications set by the ROC Ministry of Finance (the "ROC MOF")
and will act as the guarantor of such holder's tax payment obligations. Evidence of the appointment of a Tax
Guarantor and the approval of such appointment is required as conditions to withdrawing such holder's
profits derived from the sale of Shares. There can be no assurance that such holder will be able to appoint
and obtain approval for a Tax Guarantor in a timely manner.
- 12 -

In addition, under current ROC law, such converting or withdrawing holder is required to appoint a local
agent in the ROC to, among other things, open a securities trading account with a local securities brokerage
firm and a bank account, remit funds and exercise a shareholder's rights. Further, such converting or
withdrawing holder must appoint a local bank to act as custodian for confirmation and settlement of trades,
safekeeping of securities and cash proceeds and reporting and declaration of information. Without satisfying
these requirements, converting holders that receive Shares or withdraw and hold Shares represented thereby
would not be able to hold or otherwise transfer Shares on the TSE.
RISKS RELATING TO THE ROC
Risks Relating to the ROC Securities Market
The ROC securities markets are smaller and more volatile than the securities markets in the United States
and in certain European and other countries. The TSE and the GreTai Securities Market (¡§GTSM¡¨) have
experienced substantial fluctuations in the prices and volumes of sales of listed securities, and there are
currently limits on the range of daily price movements on the TSE and the GTSM. In the past decade, the
Taiwan Stock Exchange Index (the "TSE Index") peaked at 10,393.59 in February 2000, and reached a low
of 3,411.68 in September 2001. During 2003, the TSE Index peaked at 6,182.20 in November, 2003, and
reached a low of 4.044.73 in April 2003. On December 31, 2003, the TSE Index closed at 5,890 and the
closing price of the Shares on the TSE was NT$20.20 per Share. The TSE and the GTSM have in the past
experienced problems such as market manipulation, insider trading and payment defaults. The recurrence of
these or similar problems could adversely affect the market price and liquidity of the securities of ROC
companies, including the Shares, in both the domestic and the international markets.
The Political Status and International Relations of the ROC May Affect the Company and the Bonds
The Company is incorporated in the ROC. The ROC has a unique international political status. Although the
Chinese nation has existed for several thousand years, since 1949, Taiwan and the Chinese mainland have
been separately governed. The ROC, which was founded in 1912, governs Taiwan while the PRC, which
was founded in 1949, has governed the Chinese mainland for over the past 50 years. The former President
of the ROC asserted that the ROC and the PRC are equal political entities which should enter into a "special
state to state" relations, while the PRC claims that it is the sole government in China and that Taiwan is part
of China. Although significant economic and cultural relations have been established during recent years
between the ROC and the PRC, the PRC has refused to renounce the possibility that it may at some point use
force to gain control over the ROC. These developments have had from time to time an adverse effect on
the value of the TSE Index and the price of the Shares. Relations between the ROC and the PRC may also
have an adverse effect on the ROC's economy, the Company's results of operation, and the market price and
liquidity of the Shares and the Bonds. There can be no assurance that the present tensions will not worsen,
which could have a significant adverse impact on the ROC's economy, the value of the TSE Index, the
GTSM Index, the price of the Shares and the Company's results of operations and financial condition.
Political Uncertainty May Influence the TSE Index
The ROC presidential campaign and elections have in the past caused the fluctuation of the TSE Index. In
2004, ROC¡¦s incumbent president won the ROC presidential election by a very narrow margin. The
opposition party refused to concede, challenged the validity of the election results and filed a petition for a
recount of the votes. The political uncertainty surrounding the election has affected the securities market in
ROC. Such political uncertainty and related developments could adversely affect the Company¡¦s business,
financial condition and results of operations, and the price of the Bonds and the Shares.
Financial Reporting and Accounting Standards in the ROC Differ from Other Countries
The Company is subject to financial reporting requirements in the ROC that differ in significant respects
from those applicable to companies in certain other countries, including the United States and the United
Kingdom. In addition, the Company's financial statements are prepared in accordance with ROC GAAP,
which differ in certain material respects from US GAAP. See "Summary of Significant Differences Between
ROC GAAP and US GAAP". Potential investors should consult their own professional advisers for an
understanding of such differences and how they might affect the financial information contained herein.
Future Natural Disasters and Disruptive Events May Occur
- 13 -

From time to time, the ROC experiences severe earthquakes and other natural disasters that may cause
significant property damage and loss of life. The Company's operation and the operation of its customers,
distributors and suppliers may be adversely affected in the event of future earthquake and natural disruptions.
As such, no assurance can be given that any future natural disaster will not have a material adverse effect on
the business, financial condition, results of operations and future prospects of the Company. With the
exception of fire insurance, the Company does not maintain business interruption insurance.
- 14 -

BUSINESS OF THE COMPANY
The Company was established on March 26, 1980. It was initially engaged in trading businesses. In
September 1995, the Company merged with its three affiliated companies and became the surviving
company after the consummation of the merger. After the merger, the Company¡¦s core business shifted to
construction-related businesses. The Company designs and sells office buildings, residential apartment
buildings, and complex of commercial and residential buildings. In addition, the Company, through its
subsidiary, Tai Cheng, builds the buildings it sells. The Company is also actively engaged in land
acquisition and development, which enables it to provide lots for its building operations. The major market
of the Company is Taipei City. As of September 30, 2004, the Company has 2 office buildings, and 3
residential apartment buildings for sale in Taipei City, which are pre-construction, under construction or
completed buildings. The Company adopts dual strategy in land developments: acquire and develop land
by itself, and jointly develop land with landowners.
In addition to the commercial and residential buildings, the Company has participated in Taipei City MRT
joint development projects since 1999. In April, 2003, the Company entered into two joint development
agreements with Nan Pao Resins Chemical Co., Ltd. to jointly develop a piece of land located on the Taipei
City MRT Nankang Line in accordance with an MRT joint development and investment project awarded by
Taipei City Government. This joint development project will be completed in 2005.
For the year ended December 31, 2003, the Company had total consolidated net sales of NT$124.69 million
(US$3.84 million), with the sales of office buildings and apartment buildings accounted for (245.42)% and
255.36% of its total consolidated net sales. For the year ended December 31, 2002, the Company had total
consolidated net sales of NT$1,505.27 million (US$46.33 million), with the sales of office buildings and
apartment buildings accounted for 67.65% and 21.72% of its total consolidated net sales. Total consolidated
net sales for the year ended December 31, 2003 represented an approximate 91.71% decrease over total
consolidated net sales for the year ended December 31, 2002.
For the nine months ended September 30, 2004, the Company recorded non-consolidated net sales of
NT$1,930.54 million (US$59.42 million), with office buildings and apartment buildings accounting for
7.9% and 92.1% of its total non-consolidated net sales. For the nine months ended September 30, 2003, the
Company recorded non-consolidated net sales of NT$(615.78) million (US$18.95 million). Total nonconsolidated
sales of NT$1,930.54 million (US$59.42 million) for the nine months ended September 30,
2004 represented an approximate 413.51% increase over total non-consolidated sales of NT$(615.78)
million for the corresponding period in 2003.
The following sets forth the Company's scope of business as set out in Article Two of the Company's
Articles of Incorporation:
. Leasing and sales businesses of public housing units and office buildings built by contractors,
. Acting as agent for competent authorities in development, leasing, sales, and management
businesses of industrial zones,
. Manufacturing, processing, and trading businesses of parts of small hardware
. Trading and distribution business of construction materials (such as cement),
. Contractor for interior design businesses (except for construction businesses),
. Trading and distribution businesses of garment, shoes, and accessories,
. General import and export businesses (except for restricted businesses),
. Electronic parts and components manufacturing,
. Data storage media units manufacturing,
. Computing equipments installation construction,
. Wholesale of precision instruments,
. Wholesale of computer software,
. Wholesale of electronic materials,
. Software design services,
. Data processing services,
. Digital information supply services,
. Wholesale of tobacco products and alcohol beverages,
. General merchandise,
. Restaurants,
. Recreational activities grounds and facilities,
- 15 -

. Beauty shops,
. Wholesale of articles for daily use,
. Retail sale of books and stationery,
. Retail sale of sporting goods,
. Retail sale of toys and recreational articles,
. Other industry and commerce services not elsewhere classified,
. Sporting training,
. Tobacco products import,
. Alcohol drink import, and
. Any other businesses not restricted by laws or regulations.
The following diagram sets forth the structure of the Company, its subsidiaries and major holdings, as of
September 30, 2004:
Radium Life Tech Co., Ltd.
93.57%
99.92%
Tai Cheng Construction
Company
Far East Co., Ltd.
Tai Cheng Construction Company is the major contractor of the Company which builds most of the
Company¡¦s buildings. As of September 30, 2004, all of the Company¡¦s projects were being built by Tai
Cheng.
Far East Co., Ltd. owns and operates grounds and facilities for recreational activities. Most of Far East¡¦s
revenues are generated from its membership programs.
Company Strategy
To maintain and enhance its market position, the Company has developed a business strategy designed to
take advantage of its competitive strengths. The key elements of the Company's strategy are:
Focus on Bidding Real Estate Development BOT Projects and Government Joint Development Projects
Since 1999, the Company has been consistently looking for the opportunities to bid real estate development
BOT (Build-Operation-Transfer) projects and government joint development projects. Such projects are
characterized by the arrangements of governmental assistance in financing the construction company and
government¡¦s stepping-in power under the construction company¡¦s default. Customers are more confident
of the quality and timely completion of such projects comparing to normal development projects. The
Company has established Project Department for joint development projects and Giau-Giao Preparation
Department particularly for MRT BOT projects. It is the Company¡¦s strategy to cultivate its competitive
advantages in winning these types of projects in order to secure access to stable and low cost financing and
to enhance sales records.
Diversify products based on customers¡¦ needs
The Company intends to diversify its products to meet customers¡¦ needs. The Company continuingly
attends to design and develop residential buildings and commercial buildings. It is also focused on the
development of large communities, high quality recreational houses, and projects under join development
cooperating with public infrastructure in order to keep pace with the market trend. The Company aims to
develop functional buildings which are high quality, professional, delicate and humanized to reflect the
market demands.
- 16 -

Employ cost-effective methods while maintaining product quality
The Company insists on providing high quality products to assure customers¡¦ safety and build up its image,
while it is the Company¡¦s strategy to adopt cost-effective methods to manage its projects and increase profit
margin. In order to achieve this goal, the Company tends to acquire large piece of land for development.
The Company is also focused on project management, raw materials procurement process, and each
construction¡¦s timely delivery to effectively control the total cost. The Company through its subsidiary, Tai
Cheng, which is a Class A licensed construction company in Taiwan, builds the buildings it sells. Through
the vertical integration of design, construction and sales, the Company is able to control the cost and quality
of the projects. In addition, the Company is working on the management of unsold properties to save
unwanted expenses.
Enhance its management of unsold properties
The Company intends to reduce the number of its unsold properties to increase its working capital and
enhance the Company¡¦s ability of re-investment. To achieve this goal, the Company attends to strengthen its
capability of sales of pre-sale properties and unsold properties in order to reduce the number of unsold
properties.
Diversify sales channel
The Company has invested in large and diversified sales channels, including on-site sales representative,
advertising, direct sales, networking sales and multimedia sales. Depending on various projects, the
Company either employs high quality sales representatives or retains local real estate sales agent on a project
basis stationing on the construction base to create better sales records.
Continue to provide high quality after-sale Services
The Company attends to improve its ability to provide professional after-sale services and property
management services satisfactory to its customers in order to enhance the value of the properties and
maintain the quality of the properties. The Company has built up reputation from providing the
aforementioned services which is expected to be beneficial its future sales. The Company intends to
continuingly provide high quality of the after-sales services.
Competition
The construction industry is highly competitive and the Company competes in each of its markets with
numerous other national, regional and local builders, often with larger subdivisions designed, planned and
developed by such competitors. The Company¡¦s products compete on the basis of quality, price, design,
mortgage financing terms and location.
To remain competitive, the Company insists to sell buildings of professional planning and design, select
high-quality construction materials, strictly monitor the construction quality, and provide good after-sale
service and professional property management services. The Company¡¦s ideal is ¡§understand customers¡¦
needs, create satisfactory quality, provide earnest service, and keep the Company to operate forever.¡¨
Products of the Company
The Company mainly designs and sells apartment buildings and high-rise buildings. The following table
sets forth the major products of the Company and the use of such major products:
Products
Use
Residential Apartment Buildings
Residential use, stores, parking lots
Office buildings
Offices, stores, parking lots, parking towers
- 17 -

Production Process
The following are the production process flow diagrams for the Company¡¦s buildings:
Land Acquisition Market Survey Projection and Design
Design of the Building Construction
Promotion and Sales
Closing After Sale Services
Advertising
Quality Control
The Company believes that effective quality control is a key to its success. It has developed standard quality
control checklist at every critical phase of constructions with the aim of identifying, analyzing and solving
problems at the earliest stage of construction.
In 1997, the Company has received ISO9002 certification for its product quality. In 1998, the Company
received the ¡§Identification Mark of Construction Investment Business¡¨ granted by the Ministry of the
Interior of the ROC. The Company also received a ¡§Golden Award of Customer Satisfaction¡¨ in 1998.
Sales and Marketing
The table below sets out the Company's major projects as of September 30, 2004:
Non-consolidated net sales for the nine months ended
September 30, 2004
Project Name Net Sales (NT$) Percentage
Yeoung Chung EAT 1,676,663,507 86.85%
NTU Tripodbell 739,286 0.04%
Cultural Kyoto 32,124,425 1.66%
Forbes 110,836,725 5.74%
Little Kyoto 33,995,038 1.76%
World Trade Tower 41,638,987 2.16%
New Cultural City 37,545,875 1.94%
Total 1,930,543,825 100%
Intellectual Properties
As of September 30, 2004, the Company has filed for and received trademark registration for the Radium
brand name in the ROC. The Company does not own any patents as of September 30, 2004.
Environmental Matters
The Company's operations are subject to regulation of periodic monitoring by the Taiwan's Environmental
Protection Administration and local environmental protection authorities. The Company believes that it has
adopted anti-pollution measures for the effective maintenance of environmental protection standards
consistent with the industry practice in Taiwan and that it is in compliance in all material respects with
applicable environmental laws and regulations in the jurisdictions in which it operates.
- 18 -

Litigation and Legal Issues
Except otherwise set forth elsewhere herein, the Company is not involved in any litigation, which the
Company believes would, singly or taken as a whole, materially and adversely affect the financial condition
or results of operations of the Company.
Insurance
The Company has insurance policies covering risks of fire, typhoon, flooding, theft, and earthquakes, but
exclude business interruption losses. In addition, the Company has fire insurance policies on buildings it
currently sells.
The Company believes that its insurance coverage is adequate to cover major types of losses in line with the
industry standard. However, significant damage to the Company production facilities, whether as a result of
fire or other causes, may harm its business.
Employees
As of September 30, 2004, the Company had approximately 70 employees.
Employee salaries are reviewed once per year and are adjusted based on industry standards, inflation and
individual performances. Under the Company's articles of incorporation, the Company's employees are to
participate in the Company's profit distribution where the employees are entitled to receive bonuses based on
a percentage of allocable net income as incentive.
The Company provides accidental benefits and medical insurance to its employees. The Company also
collects pension fund contributions for its local employees in accordance with the Labor Standards Laws of
Taiwan. In addition, the Company provides extensive training programs for its employees at various
departments on various subjects. The Company has entered into collective bargaining arrangements with its
employees, and has never experienced a work stoppage due to labor disputes or labor shortage. The
Company believes it maintains a good relationship with its employees.
The Company, under the ROC Company Law, is required to provide its employees with a preemptive right
to subscribe to between 10% and 15% of any of the Company's rights issue. Further, pursuant to the Articles
of Incorporation of the Company, the employees of the Company are entitled to receive bonuses based on a
percentage of the allocable surplus income of the Company (see ¡§Dividends¡¨). The Company does not have
any employee stock option plan.
Related Party Transaction
The Company has from time to time engaged in a variety of transactions with its related parties.
For the years ended December 31, 2001, 2002, and 2003, the Company¡¦s purchases from its related parties
amounted to 79.46%, 71.57% and 10.37% respectively of consolidated net purchases of the Company for the
same periods.
The Company has entered into various transactions with its related parties, including but not limited to
providing guaranty to its related party for their borrowing needs. The Company may enter into additional
transactions with its affiliates in the future.
For further information on the Company's related party transactions, see footnote of the financial statements
of the Company.
- 19 -

MANAGEMENT
Directors
The Company's board of directors is elected by the shareholders in a general meeting at which a quorum,
consisting of a majority of all issued and outstanding common shares, is present. The Chairman is elected
by the board from among the directors. The Company's eleven-member board of directors is responsible for
the management of the Company's business.
The term of office for the Company's directors is three years from the date of election. Directors may serve
any number of consecutive terms and may be removed from office at any time with or without a valid reason
by a resolution adopted at a meeting of shareholders. A director removed without a valid reason may be
entitled to compensations for damages suffered. Normally, all board members are elected at the same time,
except where the posts of one-third or more of the directors are vacant, at which time a special meeting of
shareholders will be convened to elect directors to fill the vacancies. In the event that the Company fails to
elect the new directors and supervisors before the end of each term, their term shall be extended until the
new directors and supervisors are elected.
The following table sets forth the name of each of the Company's current directors, his/her position in the
Company, the number of Shares held as of September 30, 2004:
Name Other Position with the Company Numbers of Shares held
Lin, Rong Sian -45,873,605
You, Wan Ying Special Assistant 9,573,526
Lin, Yi Jun -1,235,980
Chao, Shih Jei (1) - 17,752,541
Jung, Chang Jen -43,272
Kuo, Chih Chin -49,894
Lin, Rong Chang -43,272
Chiu, Jin Lin(2) - 16,680,314
Note:
(1) representative of Rih Jyun Investment Co.
(2) representative of Jin Ye Co., Ltd.
Supervisors
The Company currently has two supervisors, each serving a three-year term. The supervisors' duties and
powers include investigation of the Company's business condition, inspection of the Company's corporate
records, verification and review of financial statements presented by the Company's board of directors at
shareholders' meetings, convening of shareholders' meetings when the supervisor deems necessary,
representing the Company in negotiations with the Company's directors and notification, when appropriate,
to the board of directors or to any individual director to cease the director or the board acting in
contravention of any applicable law or regulation or in contravention of the Company's Articles of
Incorporation or resolutions adopted by its shareholders. Each supervisor is elected by the Company's
shareholders and cannot concurrently serve as a director, management officer or other staff member. The
ROC Company Law requires that a supervisor's term of office be no more than three years but may serve
any number of consecutive terms.
In accordance with ROC law, each of the Company's directors and supervisors owes fiduciary duties to all
shareholders.
Executive Officers
The following table sets forth information relating to the Company's executive officers as of September 30,
2004
Name Position Years with the Company
Chen, Ching Hung President 9
Hsu, Ching Ming Vice President and Manager of the Sales Department 4
- 20 -

Wu, Hsin Huan Vice President
1
Share Ownership and Compensation
The aggregate remuneration paid and benefits in kind granted by the Company to its directors, supervisors
and executive officers, excluding payments for positions in subsidiaries, were approximately NT$8,628,000
(US$257 thousand), in aggregate, in 2003.
- 21 -

PRINCIPAL SHAREHOLDERS
The names of the shareholders of record of the Company who hold more than 2% of the Company
outstanding shares and their share ownership as of September 30, 2004 are as follows:
Name Number of Shares held Percentage of Shares held
Lin, Rong Sian 45,873,605 18.80
Rih Jyun Investment Co. 17,752,541 7.27
Jin Ye Co., Ltd. 16,680,314 6.91
Han Tai Co., Ltd. 14,151,841 5.80
Lai Guan Li Co., Ltd. 13,882,563 5.69
Won Chen Investment Co. Ltd. 11,252,291 4.61
Young Jia Jhan Co. 7,507,278 3.08
You, Wan Ying 9,573,526 3.92
Da Li Yeh Co. 5,795,767 2.37
HSBC Trust Account 5,516,000 2.26
Lin, Ciou Run Song 23,610,341 9.67
Lin, Rong Huan 10,390,322 4.26
Total: 182,166,389 74.64%
- 22 -

RECENT DEVELOPMENTS AND OUTLOOK
The Company has prepared its audited financial statements as at and for the three years ended December 31,
2001, 2002, and 2003 and unaudited non-consolidated financial statements as at and for the year ended
September 30, 2003 and 2004. The financial statements have been audited by New Toppest CPAs and Co.,
the auditors of the Company, who conducted the audit of such financial statements in accordance with
auditing standards generally accepted in the ROC.
Results of Operations in 2003
The consolidated net sales of the Company decreased by 91.71% from NT$1,505.27 million (US$46.33
million) for the year ended December 31, 2002 to NT$124.69 million (US$3.84 million) for the year ended
December 31, 2003. The gross profit of the Company decreased by 118.43 % from NT$438.30 million
(US$13.49 million) for the year ended December 31 2002 to NT$(80.78) million (US$2.49 million) for the
year ended December 31 2003.
The Company had consolidated operating loss of NT$259.48 million (US$7.99 million) for the year ended
December 31, 2003, as compared to consolidated operating income of NT$258.29 million (US$7.95 million)
for the year ended December 31, 2002. The decrease in operating income was primarily due to the decrease
of net sales. The operating expenses of the Company decreased by 0.73% from NT$180.01 million
(US$5.54 million) for the year ended December 31, 2002 to NT$178.70 million (US$5.50 million) for the
year ended December 31, 2003.
The consolidated non-operating income of the Company increased by 40.31% from NT$34.06 million
(US$1.05 million) for the year ended December 31, 2002 to NT$57.79 million (US$1.78 million) for the
year ended December 31, 2003.
The consolidated non-operating expenses of the Company increased by 11.45% from NT$150.01 million
(US$4.62 million) for the year ended December 31, 2002 to NT$167.18 million (US$5.15 million) for the
year ended December 31, 2003.
The Company has consolidated loss before income tax of NT$368.87 million (US$11.35 million) in 2003 as
opposed to an income before income tax of NT$142.34 million (US$4.38 million) in 2002, and the net loss
of the Company increased by 246.79% from NT$118.15 million (US$3.64 million) for the year ended
December 31, 2002 to NT$409.74 million (US$12.61 million) for the year ended December 31, 2003.
Results of Operations in the First Nine Months of 2004
For the nine months ended September 30, 2004, the Company recorded non-consolidated net sales of
NT$1,930.54 million (US$59.42 million), a 413.51% increase from NT$(615.78) million (US$18.95 million)
for the corresponding period in 2003.
The non-consolidated gross profit of the Company for the nine months ended September 30, 2004 was
NT$655.89 million (US$10.95 million), compared with a gross loss of NT$299.15 million (US$9.21 million)
for the same period in 2003.
The non-consolidated operating income of the Company for the nine months ended September 30, 2004
increased to NT$463.93 million (US$14.28 million) from an operating loss of NT$398.29 million (US$9.21
million) for the same period in 2003.
The non-consolidated non-operating income of the Company for the nine months ended September 30, 2004
decreased to NT$13.96 million (US$0.43 million) from NT$18.94 million (US$0.58 million) for the same
period in 2003.
The non-consolidated non-operating expenses of the Company for the nine months ended September 30,
2004 decreased to NT$94.98 million (US$2.92 million) from NT$144.61 million (US$4.45 million) for the
same period in 2003.
Principally as a result of these factors, the Company had a non-consolidated net income of NT$373.29
million (US$11.49 million) for the nine months ended September 30, 2004, compared with a non-
23 -

consolidated net loss of NT$573.71 million (US$17.66 million) for the same period in 2003.
- 24 -

DIVIDENDS
The Company may pay dividends on the Shares with respect to the preceding year after approval by the
shareholders at the annual general meeting of shareholders and necessary approvals form the competent
authorities. The form, frequency and amount of future cash or stock dividends on the Shares will depend
upon the Company's earnings, operation results, investment plan, and budget of capital expenditures.
Under the ROC Company Law, except under certain limited circumstances, an ROC company is not
permitted to distribute dividends or make any other distributions to shareholders in any year in which the
Company has no earnings, after adjusting for previous years' losses and gains, if any.
The ROC Company Law also requires that 10% of the Company's annual earnings, less prior years' losses, if
any, and outstanding tax, should be set aside as a legal reserve until the accumulated legal reserve equals the
paid-in capital. The Company may set aside a special reserve in accordance with applicable laws and
regulations.
The Articles of Incorporation provide that the earnings the Company may distribute to its shareholders are
the accumulated undistributed earnings of the last fiscal year plus the earnings of the current fiscal year after
having set aside the following items in the order they are listed:
z payment of all taxes;
z making up all past losses;
z allocation of legal reserve according to the ROC Company Law; and special reserve if necessary;
z allocation of at least 1% as employee bonus; and allocation of at least 1% to the directors and
supervisors as remuneration.
- 25 -

TERMS AND CONDITIONS OF THE BONDS
The following terms and conditions (except for the sentences in italics) will be endorsed on the Certificates
issued in respect of the Bonds:
The issue of US$20,000,000 Zero Coupon Convertible Bonds due 2009 (the "Bonds") of Radium Life Tech
Co., Ltd. (the "Company") was authorized by a resolution of the Board of Directors of the Company
adopted on June 9, 2004. The Bonds are constituted by a trust deed (the "Trust Deed") dated as of
December 24, 2004 and made between the Company and The Hongkong and Shanghai Banking Corporation
Limited, (the "Trustee", which term includes any successor trustee under the Trust Deed), as trustee for the
holders of the Bonds (the "Bondholders"). The Company has entered into a paying and conversion agency
agreement (the "Agency Agreement") dated December 24, 2004 with the Trustee, HSBC Institutional Trust
Services (Singapore) Limited as the registrar (the "Registrar") and The Hongkong and Shanghai Banking
Corporation Limited, as the principal paying, the conversion agent and the transfer agent (the "Principal
Agent", the "Conversion Agent" and the "Transfer Agent", respectively) and the replacement agent (the
¡§Replacement Agent¡¨). The Registrar, the Principal Agent, the Transfer Agent, the Conversion Agent, the
Replacement Agent and any other paying, conversion and transfer agents appointed under the Agency
Agreement are together referred to as the "Agents". The statements in these Terms and Conditions
("Conditions") include summaries of, and are subject to, the detailed provisions of the Trust Deed. Copies
of the Trust Deed and the Agency Agreement will be available for inspection by the Bondholders during
normal business hours at the principal office of the Trustee. The Bondholders are entitled to the benefit of
the Trust Deed and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and
the Agency Agreement.
The owners shown in the records of Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") of book-entry
interests in the Bonds are entitled to the benefit of, are bound by, and are deemed to have notice of, all the
provisions of the Trust Deed and the Agency Agreement applicable to them.
1. Status
The Bonds constitute direct, unconditional, unsubordinated and (subject to the provisions of
Condition 3) unsecured obligations of the Company and rank pari passu without any preference
among themselves and (subject as aforesaid) with all other present and future unsubordinated and
unsecured obligations of the Company.
2. Form, Denomination and Title
(A) Form and Denomination
The Bonds will be issued in registered form, in denominations of US$10,000 and integral
multiples thereof. The Bonds will be offered, sold and will be transferable in principal
amounts of US$10,000 or an integral multiple thereof. The Bonds are not issuable in bearer
form. A bond certificate (each a "Certificate") will be issued to each Bondholder in respect
of its registered holding of Bonds. Each Bond and each Certificate will be serially numbered
with an identifying number which will be recorded on the relevant Certificate and in the
register of Bondholders which the Company will procure to be kept by the Registrar.
The Bonds will initially be represented by a global certificate (the "Global Certificate")
deposited with The Hongkong and Shanghai Banking Corporation Limited, as common
depositary for, and registered in the name of a nominee for, Euroclear and Clearstream,
Luxembourg.
Owners of interests in the Bonds will not be entitled to receive definitive physical certificates
in denominations of US$10,000 and integral multiples thereof in respect of their Bonds except
in the limited circumstances described in the Global Certificate.
(B) Title
Title to the Bonds will pass only by transfer and registration in the register of Bondholders.
- 26 -

The registered holder of any Bond will (except as otherwise required by law) be treated as its
absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate
issued in respect of it) and no person will be liable for so treating the holder. In these
Conditions, "Bondholder" and (in relation to a Bond) "holder" mean the person in whose
name a Bond is registered in the register of Bondholders.
3. Negative Pledge
So long as any of the Bonds remain outstanding (as defined in the Trust Deed), the Company shall
not, and shall ensure none of its Principal Subsidiary (as defined in Condition 10) will, create or
permit to be outstanding any mortgage, charge, pledge, lien or other form of encumbrance (each an
"Encumbrance") upon the whole or any part of its or, as the case may be, such Principal Subsidiary's
(as defined in Condition 10) undertaking, property, assets or revenues, present or future, to secure for
the benefit of the holders of any International Investment Securities (as defined below) (i) payment of
any sum due in respect of any such International Investment Securities, (ii) any payment under any
guarantee of any such International Investment Securities or (iii) any payment under any indemnity
or other like obligation relating to any such International Investment Securities without in any such
case at the same time according to the Bonds, either the same security as is granted to or is
outstanding in respect of such International Investment Securities, or any security, guarantee,
indemnity or other like obligation as shall be approved by an Extraordinary Resolution (as defined in
the Trust Deed) of the Bondholders.
As used herein, the term "International Investment Securities" means bonds, debentures, notes or
investment securities of the Company or any other person evidencing indebtedness with a maturity of
not less than one year from the date of their issue which (a) either (i) are by their terms payable, or
confer a right to receive payment, in any currency other than New Taiwan Dollars ("NT dollars" or
"NT$") or (ii) are denominated or payable in New Taiwan Dollars and more than 50 percent of the
aggregate principal amount thereof is initially distributed outside the Republic of China (¡§ROC¡¨) by
or with the authorization of the Company and (b) are for the time being, or are capable of being,
quoted, listed, ordinarily dealt in or traded on any stock exchange, quotation system or over-the-
counter or other similar securities market outside the island of Taiwan and other areas under the
effective control of the ROC.
4. Interest
No interest will be payable on the Bonds, except for the default interest as provided in Condition 10.
5. Transfers of Bonds; Issue of Certificates
(A) Transfers
Subject to Condition 5(D) below, a Bond may be transferred upon the surrender at the
specified office of any Transfer Agent of the Certificate in respect of the Bond to be
transferred, together with the form of transfer obtainable from any of the Transfer Agents (the
"Form of Transfer"), duly completed and executed and any other evidence that such Transfer
Agent may require. In the case of a transfer of only part of a holding of Bonds in respect of
which a Certificate is issued, a new Certificate shall be issued to the transferee in respect of
the part transferred and a further new Certificate in respect of the balance of the holding not
transferred shall be issued to the transferor. The Form of Transfer is available at the specified
office of the Paying Agent during normal business hours.
Transfers of interests in the Bonds evidenced by the Global Certificate will be effected in
accordance with the rules of the relevant clearing systems.
(B) Delivery of New Certificates
Each new Certificate to be issued upon a transfer of Bonds shall be available for delivery
within five Business Days upon receipt by the Transfer Agent at its specified office of the
relevant Certificate and the duly completed and executed Form of Transfer. Delivery of the
new Certificates shall be made at the specified office of such Transfer Agent to whom the
- 27 -

relevant Certificate and the duly completed and executed Form of Transfer shall have been
surrendered or delivered or, at the option of the holder making such delivery or surrender as
aforesaid and as specified in the relevant Form of Transfer or otherwise in writing, be mailed
by uninsured post at the risk of the holder entitled to the new Certificate to such address as
may be so specified, unless such holder requests otherwise and pays in advance to the relevant
Transfer Agent the costs of such other method of delivery and/or such insurance as it may
specify.
For the purposes of this Condition 5(B), "Business Day" shall mean a day on which banks are
open for business in the city in which the specified office of the relevant Transfer Agent with
whom a Certificate is deposited in connection with a transfer is located.
Except in the limited circumstances described in the Global Certificate, owners of interests in
the Bonds represented by the Global Certificate will not be entitled to receive definitive
physical certificates in respect of their individual holdings of the Bonds.
(C) Formalities Free of Charge
Registration of transfers of the Bonds will be effected without charge by or on behalf of the
Company or any Agent, but only upon payment (or the giving of such indemnity as such
Agent may require) of any tax or other governmental charges, which may be imposed in
relation to it.
(D) No Transfer Periods
No Bondholder may require the transfer of a Bond to be registered (i) during the period of 10
days ending on the due date for any payment of principal, interest (if any) and premium (if any)
on the Bond; (ii) after such Bond has been selected for redemption pursuant to Condition 8(B);
(iii) after the Conversion Notice (as defined in Condition 6(B)) and the Certificate in respect
of such Bond have been deposited for conversion pursuant to Condition 6; or (iv) following
exercise of the Bondholder's put option pursuant to Condition 8(C).
(E) Regulations
All transfers of Bonds and entries on the register of Bondholders will be made subject to the
detailed regulations concerning transfer of Bonds (the "Regulations") set forth in the Agency
Agreement. The Regulations may be changed by the Company with the prior written approval
of the Trustee and the Registrar. A copy of the current regulations will be available for
inspection at the specified office of the paying, transfer and conversion agent in Hong Kong
and elsewhere during its normal business hours.
6. Conversion
On exercise of the Conversion Right (as defined below), the converting Bondholders pursuant to the
election made by such Bondholder will receive Shares. To convert a Bond into Shares, the
Bondholder must deposit the Conversion Notice (as defined herein) and the Certificate in respect of
that Bond with a Conversion Agent.
The Company shall, within five Trading Days (as defined in Condition 8(B) and subject to certain
exceptions) after the Conversion Date (as defined in Condition 6(B)(ii)), issue and deliver the Shares
converted from the Bond to the converting Bondholder or its designee, subject to the requirements
relating to the conversion in the Agency Agreement being satisfied.
The Trust Deed provides, in summary, that the term "Shares" means, when used to refer to the
Company's common shares, NT$10 par value per share, but such term also includes shares of any
other class or classes of the share capital of the Company authorized after the date of the Trust Deed
which have no preference in respect of dividends or of amounts payable in the event of any voluntary
or involuntary liquidation or winding-up of the Company.
(A) Conversion Right
- 28 -

(i) Conversion Period: Each Bondholder has the right during the Conversion Period (as
defined below) to convert any Bond into the Company's common shares, NT$10 par
value per share ("Shares"), credited as fully paid (the "Conversion Right"). Subject
to and upon compliance with the provisions of this Condition, the Conversion Right
attaching to any Bond may be exercised, at the option of the holder thereof and as and
to the extent provided herein, at any time on or after January 23, 2005 and prior to the
close of business (at the place where the Conversion Notice and the Certificate in
respect of such Bond is deposited for conversion) on December 14, 2009 (or if such
date shall not be a Business Day (as defined below), on the immediately preceding
Business Day at such place), or, if such Bond shall have been called for redemption
prior to December 24, 2009, then up to the close of business (at the place aforesaid)
on the date seven days prior to the date fixed for redemption thereof (or if such day
shall not be a Business Day at such place, on the immediately preceding Business Day
at such place) (the "Conversion Period"); provided, however, that the Conversion
Right shall be suspended during any Closed Period and the Conversion Period shall
not include any such Closed Period. "Closed Period" shall mean any period during
which under the laws and regulations of the ROC the Company shall close its
shareholders' register, which period includes 60 days prior to the date of the annual
general meeting of shareholders ("AGM"), 30 days prior to an extraordinary
shareholders' meeting and five days prior to the record date for determination of
shareholders entitled to receive dividends, bonuses or other benefits, and the period
from at least three Business Days prior to the date the Company notifies the Taiwan
Stock Exchange (¡§TSE¡¨) of the record date for determination of shareholders entitled
to receive dividends, subscription of new shares or other benefits to the record date for
the distribution or allocation of the relevant dividends, rights and benefits. In case
any amendments are made to the aforesaid laws and regulations, the conversion shall
be construed in accordance with the prevailing laws and regulations. The Company
shall procure that the Bondholders are given no less than 10 days nor more than 60
days prior notice of any Closed Period in accordance with Condition 15.
In this Condition 6(A)(i), "Business Day" means a day (other than a Saturday or
Sunday) on which commercial banks are open for business in Hong Kong, and in the
place where the Conversion Agent with whom the Certificate and the Conversion
Notice are deposited is open for business.
Under current ROC law, regulation and policy, PRC persons are not permitted to
hold or convert the Bonds or to register as a shareholder of the Company. Under
current ROC law, "PRC person" means an individual holding a passport issued by
the People's Republic of China ("PRC"), a resident of any area of China under the
effective control or jurisdiction of the PRC (but not including a special administrative
region of the PRC such as Hong Kong or Macau, if so excluded by applicable laws of
the ROC), any agency or instrumentality of the PRC and any corporation, partnership
and other entity organized under the laws of any such area or controlled or
beneficially owned by any such person, resident, agency or instrumentality.
Under current ROC law, a non-ROC converting Bondholder when exercising his
Conversion Right to convert a Bond into Shares is required to appoint a local agent in
the ROC with such qualifications as are set by the ROC Securities and Futures
Bureau to open a securities trading account with a local brokerage firm and a NT
Dollar bank account, pay ROC withholding taxes, remit funds, exercise shareholders'
rights, handle conversion applications and perform such other matters as may be
designated by such converting Bondholder (or its designee), on behalf of and as agent
for such converting Bondholder (or its designee). The Executive Yuan has approved
certain amendments to the Regulations Governing Securities Investment by Overseas
Chinese and Foreign Nationals on June 27, 2003 and on September 30, 2003. Prior
to the amendments, a non-ROC converting Bondholder when exercising his
Conversion Right to convert a Bond into Shares is required to obtain approval from
the TSE to open a foreign convertible bond conversion account. Under the amended
regulation, a non-ROC Bondholder is no longer required to open a separate foreign
convertible bond conversion account, and a non-ROC Bondholder who has already
opened such an account is required to apply to the Taiwan Stock Exchange to effect a
- 29 -

transfer of the account¡¦s assets in accordance with the amended regulation. In
addition, such non-ROC converting Bondholder must also appoint a custodian bank
to hold the securities for safekeeping, make confirmation and settlement, and report
all relevant information. Under existing ROC laws and regulations, without opening
such accounts, an investor in the Bonds would not be able to receive, hold, sell or
otherwise transfer the Shares into which the Bonds may have been converted on the
TSE or otherwise. See "Foreign Investment and Exchange Controls in the ROC" and
"Description of the Shares".
(ii) Number of Shares Issuable on Conversion: The number of Shares to be issued upon
conversion of any Bond will be determined by dividing the principal amount of the
Bond (translated into NT dollars at the fixed exchange rate of NT$32.489 = US$1.00
(the "Fixed Exchange Rate") by the Conversion Price (as defined in Condition
6(A)(iii)) in effect on the Conversion Date (as defined in Condition 6(B)(ii)).
If a Certificate or Certificates in respect of more than one Bond shall be deposited for
conversion at any one time by the same Bondholder, the number of Shares to be
issued upon conversion thereof will be calculated on the basis of the aggregate
principal amount of the Bonds in respect of which the Certificate(s) were so deposited.
Fractions of Shares will not be issued on conversion, and cash adjustments will not be
made in respect thereof by the Company. Notwithstanding the foregoing, in the event
of a consolidation or reclassification of Shares by operation of law or otherwise
occurring after December 24, 2004, the Company will upon conversion of the Bonds
pay to the converting Bondholder in US dollars a sum equal to such portion of the
principal amount of the Bond or Bonds converted as corresponds to any fraction of a
Share not issued as aforesaid if such sum exceeds US$10. For the purpose of
calculating the amount of such payment, the Company shall use the exchange rate
referred to above in this Condition 6(A)(ii).
(iii) Initial Conversion Price: The price at which Shares will be issued upon conversion
(the "Conversion Price") will initially be NT$26.54 per Share, but will be subject to
adjustment in the manner provided in Conditions 6(C) and 6(D).
(iv) Revival on Default: Notwithstanding the provisions of Condition 6(A)(i), if there shall
be default in making payment in full in respect of any Bond which shall have been
called for redemption on the date fixed for redemption thereof, the Conversion Right
attaching to such Bond will continue to be exercisable up to and including the close of
business (at the place where the Certificate in respect of such Bond and the
Conversion Notice are deposited for conversion) on the date upon which the full
amount of the monies payable in respect of such Bond has been duly received by the
Trustee or the Principal Agent and notice of such receipt has been duly given to the
Bondholders.
(B) Conversion Procedure
(i) Exercise Procedure: To exercise the Conversion Right attaching to any Bond, the
holder thereof must complete, execute and deposit at its own expense between 9:00
a.m. and 3:00 p.m. (local time at the specified office referred to below) on any
Business Day (as defined below) during the Conversion Period at the specified office
of a Conversion Agent outside of the ROC, a notice of conversion (a "Conversion
Notice") in duplicate, duly completed and signed, in the then current form obtainable
from the specified office of any Conversion Agent, together with the relevant
Certificate, if applicable, and any certificates and other documents as may be required
under the law of the ROC or the jurisdiction in which such Conversion Agent is
located and any amount required to be paid by the holder of the Bond referred to in
Condition 6(B)(ii) below.
A Conversion Notice or a Certificate deposited outside the hours specified above or
on a day which is not a Business Day at the place of the specified office of the
relevant Conversion Agent shall for all purposes be deemed to have been deposited
- 30 -

with that Agent between 9:00 a.m. and 3:00 p.m. on the next following Business Day.
Bondholders who deposit a Conversion Notice during a Closed Period will not be
permitted to convert their Bonds until the Trading Day as defined in Condition 8(B)
following the last day of the Closed Period which (if all other conditions of
conversion have been fulfilled) will be the Conversion Date for such Bonds. Such
Bondholders will not be registered as holders of Shares until the Conversion Date.
The Conversion Notice shall contain, inter alia, an appointment of a local agent by
such converting Bondholder and an irrevocable instruction to exchange the relevant
Bond for Shares issued pursuant to Condition 6(B)(iii), on a date that is not more than
five Trading Days after the Conversion Date, or as soon as Shares are available,
whichever is earlier. A Conversion Notice once deposited may not be withdrawn
without the consent in writing of the Company. The Company shall immediately
notify the Trustee and the Agents in writing of such written consent, such notification
to be accompanied by the relevant Conversion Notice.
In this Condition 6(B)(i), "Business Day" means a day (other than a Saturday or
Sunday) on which commercial banks are open for business in Hong Kong, in the city
of the Conversion Agent with whom the Certificate and the Conversion Notice are
deposited, and, if Certificates in definitive form are issued, in the city where the
Registrar is located.
(ii) Taxes and Expenses; Deposit Date and Conversion Date: Together with the deposit of
the Conversion Notice, the Bondholder must pay to the relevant Conversion Agent all
stamp, issue, registration, excise and similar taxes or duties or transfer costs (if any)
arising on conversion in the country in which the Bond is deposited for conversion, or
payable in any jurisdiction consequent upon the issue or delivery of Shares or any
other property or cash upon conversion to or to the order of a person other than the
converting Bondholder. Except as aforesaid, the Company will pay the expenses
arising in the ROC on the issue of Shares on conversion of Bonds and all charges of
the Conversion Agents in connection therewith. The date on which, in respect of any
Bond, the relevant Certificate and the Conversion Notice (in duplicate) relating
thereto, together with any certificates and other documents as may be required under
applicable law, are deposited with a Conversion Agent and the payments, if any,
required to be paid by the Bondholder are made is hereinafter referred to as the
"Deposit Date". The "Conversion Date" applicable to a Bond shall mean the next
day following the Deposit Date, which day is both a Trading Day (as defined in
Condition 8(B)) and occurs during the Conversion Period.
(iii) Holder of Record: With effect from the opening of business in the ROC on the
Conversion Date, the Company will deem the converting Bondholder (or its designee)
as indicated in the Conversion Notice to have become the holder of record of the
number of Shares to be issued upon such conversion to such holder (disregarding any
retroactive adjustment of the Conversion Price referred to below prior to the time such
retroactive adjustment shall have become effective) and at such time, subject to
Condition 6(B)(v), the rights of such converting Bondholder as a Bondholder with
respect to such Bonds deposited for conversion shall cease (except rights arising
under Conditions 6(B)(iv)).
(iv) Delivery of Shares: As of the Conversion Date, the Company will register the
converting Bondholder (or its designee) in the Company's register of shareholders as
the owner of the number of Shares to be issued pursuant to Condition 6(B)(iii) upon
conversion of such Bonds and, subject to any applicable limitations then imposed by
ROC laws and regulations, according to the request made in the relevant Conversion
Notice, procure that, as soon as practicable, and in any event, within five Trading
Days after the Conversion Date, there be delivered to the local agent appointed by the
converting Bondholder a certificate or certificates for the relevant Shares, registered
in the name specified for that purpose in the relevant Conversion Notice, together
with any other property or cash (including, without limitation, cash payable pursuant
to Condition 6(A)(ii)) required to be delivered upon conversion and such assignments
- 31 -

and other documents (if any) as may be required by law to effect the delivery thereof.
(v) Retroactive Adjustment of Conversion Price: If the Conversion Date in relation to any
Bond shall be on or after a date with effect from which an adjustment to the
Conversion Price takes retroactive effect pursuant to any of the provisions referred to
in Condition 6(C) and 6(D) and the Trust Deed and the relevant Conversion Date falls
on a date when the relevant adjustment has not been reflected in the Conversion Price,
the Company will, within a reasonable period of time after the effective date of such
adjustment of the Conversion Price, issue and deliver (to the local agent appointed by
the converting Bondholder) such number of Shares as is equal to the excess of the
number of Shares that would have been required to be issued on conversion of such
Bond if the relevant retroactive adjustment had been made as at the said Conversion
Date over the number of Shares previously issued pursuant to such conversion, and in
such event and in respect of such number of Shares, references in this Condition
6(B)(v) to the Conversion Date shall be deemed to refer to the date upon which such
retroactive adjustment becomes effective (disregarding the fact that it becomes
effective retroactively).
(vi) Dividends and Other Entitlements: To the extent permitted under the laws and
regulations of the ROC, the converting Bondholders will be entitled to the annual
dividend distributions or other benefits if the Conversion Date falls prior to the
relevant record date (and the relevant closure of shareholder register) for determining
the identity of shareholders who are entitled to such dividend distributions.
(vii) Conversion Agents: The Company reserves the right, subject to the provisions of the
Agency Agreement, at any time to vary or terminate the appointment of any
Conversion Agent and to appoint further or other Conversion Agents; provided that
the Company will at all times maintain a Conversion Agent having specified offices in
Hong Kong. Notice of any such termination or appointment and of any changes in the
specified offices of the Conversion Agents will be given promptly and in writing by
the Company to the Principal Agent, the Trustee and the Bondholders.
(C) Adjustments to Conversion Price
The Conversion Price will be subject to adjustment in the manner set forth in the Trust Deed
upon the occurrence of certain dilutive events set out in the Trust Deed, including:
(i) the making of a free distribution or bonus issue of Shares;
(ii) subdivisions, consolidations, capital reductions or reclassifications of Shares;
(iii) the declaration of a dividend in Shares;
(iv) the grant, issue or offer to the holders of Shares of rights or warrants to subscribe for
or purchase Shares at less than the then Current Market Price (as defined in the Trust
Deed) or to subscribe for or purchase any securities convertible into or exchangeable
for Shares at less than the then Current Market Price;
(v) the distribution to the holders of Shares of evidences of indebtedness of the Company
or of shares of capital stock of the Company (other than Shares) or of assets (other
than regular periodic dividends in cash) or of rights or warrants to subscribe for or
purchase shares or securities (other than those mentioned in (iv) above);
(vi) the issue of securities (other than the Bonds and those mentioned in (iv) and (v) above)
convertible into or exchangeable for Shares at less than the then Current Market Price
or of rights or warrants (other than those mentioned in (iv) and (v) above) to subscribe
for or purchase Shares at less than the then Current Market Price or to subscribe for or
purchase securities convertible into or exchangeable for Shares at less than the then
Current Market Price;
(vii) the issue of Shares (other than Shares issued on conversion of convertible bonds,
- 32 -

including the Bonds, or in any of the circumstances described above; but including
Shares issued under any employee bonus or profit-sharing arrangements) at less than
the then Current Market Price;
(viii) the declaration of a dividend in cash; and
(ix) any other event or circumstance which would have in the determination of the
Company or the Trustee an analogous effect to any of the events in (i) to (viii) above
including, but not limited to, issues of receipts or certificates entitling holders to
receive securities, in accordance with the formulae stipulated in the Trust Deed.
No adjustment will be made where such adjustment would be less than one percent of the
Conversion Price then in effect; provided, however, that any adjustment that otherwise would
be required to be made will be carried forward and taken into account in determining any
subsequent adjustment. Any adjustment will be notified promptly and in writing by the
Company to the Trustee and the Bondholders in accordance with Condition 15.
No adjustment to the Conversion Price will be made in situations where the Company
reduces the number of issued shares by canceling its treasury stocks.
No adjustment to the Conversion Price will be made when the Company issues new shares to
shareholders of any company, which merges with the Company upon such merger and in
proportion to their shareholdings in such company immediately prior to such merger.
The Trust Deed provides that the Conversion Price may be reduced, as a result of any
adjustment required by this Condition 6(C), below the par value of the Shares for the time
being to the extent permitted by ROC law, provided that any Shares issued on conversion of
Bonds at such reduced Conversion Price would be legally issued and fully-paid Shares that
cannot be assessed to pay debts of the Company in the event of its bankruptcy and liquidation.
The Trustee will not be obliged to monitor whether any event has occurred which might fall
within (i) to (ix) above and will not be responsible to the Bondholders or the Company or any
person for any loss arising from any failure by it to do so. Unless an officer of the Trustee has
actual knowledge by way of express notice in writing from the Company that an event has
occurred which might fall within (i) to (ix) above, the Trustee is entitled to assume none has
occurred without liability.
(D) Conversion Price Reset
The Conversion Price shall be adjusted on November 9, of 2005, 2006, 2007, 2008 and 2009
(each a "Reset Date"), in the event that the average of the Closing Prices (as defined in
Condition 8(B)) of the Shares on the TSE for the 20 consecutive Trading Days (as defined in
Condition 8(B)) immediately preceding the relevant Reset Date (the "Average Closing Price")
translated into US dollars at the then Prevailing Rate (as defined below) multiplied by 101% is
less than the Conversion Price in effect on the relevant Reset Date translated into US dollars at
the Fixed Exchange Rate, in accordance with the following formula:
Adjusted Conversion Price = Average Closing Price ¡Ñ 101% ¡Ñ Fixed Exchange Rate
Prevailing Rate
Such adjusted Conversion Price shall be rounded upwards, if necessary, to the nearest
NT$0.01, provided that:
(i) any adjustment to the Conversion Price pursuant to this Condition 6(D) shall be
limited so that the Conversion Price adjusted in accordance with this Condition 6(D)
shall not be less than 80 percent of the initial Conversion Price (as adjusted to reflect
any adjustments required under Condition 6(C) above, which may have occurred prior
to the Reset Date);
(ii) the provisions of Condition 6(C) shall apply mutatis mutandis to this Condition 6(D)
to ensure that appropriate adjustments shall be made to any Closing Price to reflect
- 33 -

any adjustments made to the Conversion Price in accordance with Condition 6(C)
during the period of calculation of the Average Closing Price; and
(iii) for the avoidance of doubt any adjustments to the Conversion Price made pursuant to
this Condition 6(D) shall only be downward adjustments.
The "Prevailing Rate" for the translation of the Closing Prices shall be the arithmetic
average of the closing rate for the purchase of US dollars with NT dollars quoted by Taipei
Forex Inc (or any replacement entity selected by the Company with the written consent of the
Trustee) at the close of business on each day during the 20 consecutive Trading Day period.
For the purpose of the formula in this Condition, the Prevailing Rate shall be expressed as the
number of NT dollars per US$1.00.
Any such adjustment shall become effective as of the relevant Reset Date and the
Bondholders, the Conversion Agent and the Trustee shall be notified promptly in writing by
the Company of any adjustment to the Conversion Price in accordance with Condition 15.
(E) Mergers; Disposals
The Company will not merge, amalgamate or consolidate with or into any other corporation or
entity where the Company is not the continuing entity or sell or transfer all, or substantially all,
of the assets of the Company, whether as a single transaction or a number of transactions,
related or not, to any corporation, entity or person or to one or more members of any group
under the common control of any corporation, entity or person unless the Company shall have
notified the Bondholders and the Trustee (immediately and in writing) of such event in
accordance with Condition 15 and the Company and such corporation, entity or person shall
have executed a trust deed supplemental to the Trust Deed in form and substance satisfactory
to the Trustee providing that such corporation, entity or person shall assume the obligations of
the Company under the Bonds, the Trust Deed and the Agency Agreement and providing that
each Bond then outstanding shall be convertible into the class and amount of shares and other
securities, cash and other property receivable upon such consolidation, amalgamation, merger,
sale or transfer by a holder of the number of Shares into which such Bond would have been
convertible immediately prior to such consolidation, amalgamation, merger, sale or transfer
(assuming for such purpose that the Bonds were convertible at the time of such consolidation,
amalgamation, merger, sale or transfer) at the Conversion Price as adjusted from time to time
pursuant to the Trust Deed. Such supplemental Trust Deed will provide for adjustments,
which will be as nearly equivalent as may be practicable to the adjustments provided for in the
foregoing provisions to this Condition. The above provisions of this Condition 6(E) will apply
in the same way to any subsequent or further consolidations, amalgamations, mergers, sales or
transfers.
(F) Conversion Undertakings
Closed Periods: The Company undertakes to ensure that any Closed Period is as short a period
as is reasonably practicable having regard to applicable ROC laws and regulation and
practices.
7. Payments
(A) Principal, Premium (if any) and Interest (if any)
Payment of principal, premium (if any) and interest (if any) will be made and only made
against surrender of the relevant Certificate at the specified office of any Agent by transfer to
the registered account of the Bondholder or by US dollar cheque drawn on a bank in New
York City mailed to the registered address of the Bondholder if it does not have a registered
account.
(B) Registered Accounts
A Bondholder's registered account means the US dollar account maintained by or on behalf of
it with a bank in New York City details of which appear on the register of Bondholders at the
- 34 -

close of business on the second Business Day (as defined below) before the due date for
payment and a Bondholder's registered address means its address appearing on the register of
Bondholders at that time.
(C) Fiscal Laws
All payments are subject in all cases to any applicable fiscal or other laws and regulations in
the place of payment, but without prejudice to the provisions of Condition 9. No commissions
or expenses shall be charged to the Bondholders in respect of such payments.
(D) Payment Initiation
Where payment is to be made by transfer to a registered account, payment instructions (for
value on the due date or, if that date is not a Business Day, for value the next following
Business Day) will be initiated and, where payment is to be made by cheque, the cheque will
be mailed, on the later of the due date for payment and the Business Day on which the relevant
Certificate is surrendered (if applicable) at the specified office of an Agent.
(E) Payment Delay
Bondholders will not be entitled to any interest or other payment for any delay after the due
date in receiving the amount due if the due date is not a Business Day, if the Bondholder is
late in surrendering its Certificate (if applicable) or if a cheque mailed in accordance with this
Condition arrives after the due date for payment.
(F) Business Days
In this Condition 7, the term "Business Day" means a day (other than a Saturday or Sunday)
on which commercial banks are open for business in New York City and Hong Kong and, in
the case of the surrender of a Certificate, in Hong Kong and in the place where the Certificate
is surrendered.
(G) Partial Payments
If the amount of principal, interest (if any) and premium (if any) which is due on the Bonds is
not paid in full, the Registrar will annotate the register of Bondholders with a record of the
amount of principal and/or interest and/or premium, in fact paid.
8. Redemption, Repurchase and Cancellation
(A) Redemption at Maturity
Unless previously redeemed, converted or repurchased and cancelled as herein provided, the
Company will redeem the Bonds at 104.32% of their principal amount in US dollars on
December 24, 2009.
(B) Redemption at the Option of the Company
(i) On or at any time after December 24, 2006, the Company may, having given not less
than 80 days nor more than 100 days' notice to the Bondholders (which notice will be
irrevocable), redeem all or, from time to time, some (being US$10,000 in principal
amount or an integral multiple thereof) of the Bonds at their Early Redemption
Amount if the Closing Price of the Shares translated into US dollars at the Prevailing
Rate, as defined above, for each of the 20 consecutive Trading Day selected by the
Company, the last of which occurs not more than 10 Trading Days prior to the date
upon which notice of such redemption is given, is at least 140 percent of the
Conversion Price then in effect, translated into US dollars at the Fixed Exchange Rate,
on each such Trading Day. If there shall occur an event giving rise to a change in the
Conversion Price during any such 20 consecutive Trading Day period, appropriate
adjustment for the relevant days shall be made for the purpose of calculating the
Closing Price for such days. If the Closing Price cannot be determined for one or
- 35 -

more consecutive Trading Days, such day or days will be disregarded in the relevant
calculation and will be deemed not to have existed when ascertaining such 20 Trading
Day period.
(ii) The Company may, having given not less than 40 nor more than 60 days' notice to the
Bondholders, redeem all but not some only of the Bonds at their Early Redemption
Amount if more than 90 percent of the Bonds has been previously converted,
redeemed, or repurchased and cancelled.
Upon the expiry of any such notice, the Company will be bound to redeem the Bonds to
which such notice relates at the price aforesaid applicable at the date fixed for redemption.
The "Closing Price" of the Shares for each Trading Day shall be the last reported transaction
price of the Shares on the TSE for such day or, if no transaction takes place on such day, the
last available reported transaction price of the Shares on the TSE in effect on the Trading Day
immediately preceding such day or, if the Shares are not listed or admitted to trading on such
exchange as of such date, the average of the closing bid and offered prices of Shares for such
day as furnished by a leading independent securities firm licensed to trade on the TSE
selected by the Company for the purpose.
The term "Trading Day" means a day on which the TSE is open for business but does not
include a day when (a) no such last transaction price or closing bid and offered prices are
reported and (b) (if the Shares are not listed or admitted to trading on such exchange as of
such date) no such closing bid and offered prices are furnished as aforesaid.
The term "Early Redemption Amount" in Conditions 8(B), 8(E) and 10 means:
(i) if the redemption date or the date on which the Bonds becomes immediately due and
repayable pursuant to Condition 10 falls on or prior toDecember 24, 2005:
Principal amount ¡Ñ {1 + (AR ¡Ñ DA / 360)}
(ii) if the redemption date or the date on which the Bonds becomes immediately due and
repayable pursuant to Condition 10 falls subsequent to December 24, 2005and on or prior to
December 24, 2006:
Principal amount ¡Ñ {1 + AR + (AR1 ¡Ñ DB / 360)}
(iii) if the redemption date or the date on which the Bonds becomes immediately due and
repayable pursuant to Condition 10 falls subsequent to December 24, 2006 and on or prior to
December 24, 2007:
Principal amount ¡Ñ {1 + AR + AR1 + (AR2 ¡Ñ DC / 360)}
(iv) if the redemption date or the date on which the Bonds becomes immediately due and
repayable pursuant to Condition 10 falls subsequent to December 24, 2007 and on or prior to
December 24, 2008:
Principal amount ¡Ñ {1 + AR + AR1 + AR2 + (AR3 ¡Ñ DD / 360)}
(v) if the redemption date or the date on which the Bonds becomes immediately due and
repayable pursuant to Condition 10 falls subsequent to December 24, 2008:
Principal amount ¡Ñ {1 + AR + AR1 + AR2 + AR3 + (AR4 ¡Ñ DE / 360)}
Where,
AR = 0.85%
AR1 = AR ¡Ñ (1 + AR);
- 36 -

2
AR2 = AR ¡Ñ (1 + AR);
3
AR3 = AR ¡Ñ (1 + AR);
4
AR4 = AR ¡Ñ (1 + AR);
DA = the number of days (not exceeding 360) from and including December 24, 2004 to but
excluding the date fixed for redemption under this Condition 8(B) or on which the
Bonds becomes immediately due and repayable pursuant to Condition 10; the number
of days will be calculated on the basis of a 360-day year consisting of 12 months of 30
days each (and, in the case of an incomplete month, the actual number of days elapsed);
DB = the number of days (not exceeding 360) from and including December 24, 2005 to but
excluding the date fixed for redemption under this Condition 8(B) or on which the
Bonds becomes immediately due and repayable pursuant to Condition 10; the number
of days will be calculated on the basis of a 360-day year consisting of 12 months of 30
days each (and, in the case of an incomplete month, the actual number of days elapsed);
DC = the number of days (not exceeding 360) from and including December 24, 2006 to but
excluding the date fixed for redemption under this Condition 8(B) or on which the
Bonds becomes immediately due and repayable pursuant to Condition 10; the number
of days will be calculated on the basis of a 360-day year consisting of 12 months of 30
days each (and, in the case of an incomplete month, the actual number of days elapsed);
DD = the number of days (not exceeding 360) from and including December 24, 2007 to but
excluding the date fixed for redemption under this Condition 8(B) or on which the
Bonds becomes immediately due and repayable pursuant to Condition 10; the number
of days will be calculated on the basis of a 360-day year consisting of 12 months of 30
days each (and, in the case of an incomplete month, the actual number of days elapsed);
DE = the number of days (not exceeding 360) from and including December 24, 2008 to but
excluding the date fixed for redemption under this Condition 8(B) or on which the
Bonds becomes immediately due and repayable pursuant to Condition 10; the number
of days will be calculated on the basis of a 360-day year consisting of 12 months of 30
days each (and, in the case of an incomplete month, the actual number of days elapsed);
(C) Redemption at the Option of Bondholders
The Company will, at the option of the holder of any Bond, redeem all or some only of the
Bonds held by that Bondholder on December 24, 2006 ("Put Date") at 101.71% of the Bond's
principal amount.
To exercise such option the holder must deposit the Certificate in respect of such Bond with
any Agent and a duly completed redemption notice in the form obtainable from any of the
Agents, not more than 60 nor less than 30 days prior to the relevant Put Date. No Bond so
deposited may be withdrawn (except as provided in the Agency Agreement) without the prior
written consent of the Company and such written consent must be notified by the Company in
writing to the Principal Agent no later than seven days prior to the Put Date. The Company
shall give the Bondholders not less than 30 days nor more than 45 days prior notice of the
commencement of the period for the deposit of Certificates for redemption pursuant to this
paragraph (C) in accordance with Condition 15. The exercise of the Bondholders' option
under this Condition 8(C) in respect of any Bonds then outstanding shall override any exercise
of the Company's right under Condition 8(B) with respect to those Bonds, irrespective of the
dates fixed for redemption under Condition 8(B) and 8(C) or the timing of the notices given
by the Bondholders or the Company pursuant thereto.
(D) Purchase
The Company may at any time and from time to time purchase Bonds in the open market or
otherwise. Bonds so purchased may be held, resold or surrendered for cancellation. If
- 37 -

purchases by the Company are made by tender, the tender must be made to all Bondholders
alike.
(E) Delisting Put Right
(i) In the event the Shares cease to be listed or admitted to trading on the TSE or if the
settlement method for Shares on the TSE is changed from ¡§Trading day+2¡¨ to
¡§Trading day¡¨ settlement (collectively, a "Delisting"), each Bondholder shall have the
right (the "Delisting Put Right"), at such Bondholder's option, to require the
Company to purchase all (but not some only) of the Bonds held by that Bondholder on
a day (the "Delisting Put Date") that is the 30th Business Day (as defined in
Condition 7(F)) after the Bondholder has been notified by the Company of the
Delisting at the Delisting Put Price. The "Delisting Put Price" shall be equal to the
Bond's Early Redemption Amount as defined in Condition 8(B).
(ii) Promptly after becoming aware of a Delisting, the Company shall notify the
Bondholders in writing of the Delisting and of their Delisting Put Right in accordance
with Condition 15.
To exercise its right to require the Company to purchase its Bonds, the Bondholder
must deliver a written notice of the exercise of such right (a "Purchase Notice") to
any Paying Agent on any Business Day (as defined in Condition 7(F)) prior to the
close of business at the specified office of such Paying Agent on such day and which
day is not less than 10 Business Days (as defined in Condition 7(F)) prior to the
Delisting Put Date.
Payment of the Delisting Put Price upon exercise of the Delisting Put Right for any
Certificate for which a Purchase Notice has been delivered is conditional upon
delivery of such Certificate (together with any necessary endorsements) to any Paying
Agent on any Business Day (as defined in Condition 7(F)) together with the delivery
of such Purchase Notice and will be made promptly and no later than five days
following the later of the Delisting Put Date and the time of delivery of such
Certificate. If the Paying Agent holds on the Delisting Put Date money sufficient to
pay the Delisting Put Price of Bonds for which Purchase Notices have been delivered
in accordance with the provisions hereof upon exercise of such right, then, whether or
not such Bond is delivered to the Paying Agent, on and after such Delisting Put Date,
(i) such Bond will cease to be outstanding, (ii) such Bond will be deemed paid; and
(iii) all other rights of the Bondholder shall terminate (other than the right to receive
the Delisting Put Price).
(F) Selection of Bonds
In the case of redemption of some only of the Bonds pursuant to Condition 8(B) the Bonds to
be redeemed will be selected individually by lot by the Principal Agent, in such place as the
Trustee shall approve and in such manner as the Trustee shall deem to be appropriate and fair
not more than 60 days and not less than 30 days prior to the date fixed for redemption.
(G) Cancellation
All Bonds, which are redeemed or converted or repurchased and surrendered to any Agent,
will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to
or to the order of the Principal Agent and such Bonds may not be reissued or resold.
(H) Redemption Notices
All notices to Bondholders given by or on behalf of the Company pursuant to this Condition
will specify the date fixed for redemption, the redemption price, the Conversion Price as at the
date of the relevant notice, the Closing Price of the Shares and the aggregate principal amount
of the Bonds outstanding as at the latest practicable date prior to the publication of the notice
and, in the case of a partial redemption, a list of the Bonds called for redemption all in
accordance with Condition 15.
- 38 -

1. Taxation
   (A) All payments of principal, premium (if any) and interest (if any) by the Company will be made
   free and clear of and without any deduction or withholding for or on account of any present or
   future taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
   collected, withheld or assessed by or on behalf of the government of the ROC or any authority
   thereof or therein having power to tax, unless deduction or withholding of such taxes, duties,
   assessments or governmental charges is compelled by law.
   (B) Where such withholding or deduction is in respect of ROC withholding tax on premium or
   interest payments at the rate of up to and including 20 percent, the Company will increase the
   amount of premium (if any) or interest (if any) paid by it to the extent required so that the net
   amount of premium (if any) or interest (if any) received by Bondholders (without prejudice to
   Condition 7) would be equal to the amounts which would have been receivable in the absence
   of any such withholding or deduction.
   (C) In the event that any such withholding or deduction in respect of principal or any additional
   withholding or deduction in excess of 20 percent in respect of interest (if any) or premium (if
   any) is required, the Company will pay such additional amounts by way of principal, premium
   (if any) and interest (if any), as will result in the receipt by the Bondholders of the amounts
   which would have been receivable in the absence of any such withholding or deduction,
   except that no such additional amounts shall be payable in respect of any Bond:
   (i) to, or on behalf of, a holder who is subject to such taxes, duties, assessments or
   governmental charges in respect of such Bond by reason of his being connected with
   the ROC otherwise than merely by holding such Bond or by the receipt of principal,
   premium (if any) or interest (if any) in respect of the Bond; or
   (ii) if the Certificate in respect of such Bond is surrendered more than 30 days after the
   relevant date except to the extent that the holder would have been entitled to such
   additional amount on surrendering the relevant Certificate for payment on the last day
   of such 30 day period.
   For this purpose, the "relevant date" in relation to any Bond means (a) the due date for
   payment in respect thereof or (b) (if the full amount of the monies payable on such due date
   has not been received by the Trustee or the Principal Agent on or prior to such due date) the
   date on which notice is duly given to the Bondholders that such monies have been so received.
   (D) References in these Conditions to principal, premium or interest shall be deemed also to refer
   to any increased or additional amounts which may be payable in respect thereof under this
   Condition or any undertaking given in addition to or in substitution for it under the Trust Deed.
2. Events of Default
   The Trustee at its discretion may, and if so requested in writing by the holders of not less than 25
   percent in principal amount of the Bonds then outstanding or if so directed by an Extraordinary
   Resolution (as defined in the Trust Deed) of the Bondholders shall (but subject to being indemnified
   and/or provided with security to its satisfaction), give notice in writing to the Company that the
   Bonds are immediately due and payable, if any of the following events (an "Event of Default") shall
   have occurred and be continuing:
   (i) the Company fails to pay the principal of or interest (if any) or premium (if any) on any of the
   Bonds within seven Business Days (as defined in Condition 7(F)) after the same shall become
   due and payable in accordance with these Conditions; or
   (ii) the Company defaults in performance or observance of or compliance with any of its other
   obligations (other than the covenant to pay the principal, premium (if any) or interest (if any) in
   respect of the Bonds) set out in the Bonds or the Trust Deed which default is, in the opinion of
   the Trustee, incapable of remedy or, if in the opinion of the Trustee such default is capable of
   remedy, such default is not in the opinion of the Trustee remedied within 30 days after written
3. 39 -

notice of such default shall have been given to the Company by the Trustee; or
(iii) the Company fails to use the proceeds of the Bonds in accordance with the purpose and time
schedule filed and approved by the ROC SFB; or
(iv) any other present or future indebtedness of the Company, or of any of its Principal Subsidiaries,
for or in respect of monies borrowed or raised becomes (or becomes capable of being declared)
due and payable prior to its stated maturity by reason of an event of default (howsoever
described), or any such indebtedness is not paid when due or, as the case may be, within any
applicable grace period originally provided for, or the Company or any of its Principal
Subsidiaries fails to pay when due any amount payable by it under any present or future
guarantee or indemnity or arrangement or obligation having a like or similar effect (howsoever
described) for any monies borrowed or raised by any person; or
(v) an execution by a court having jurisdiction is levied or enforced or sued out, or other legal
enforcement process is levied or sued out upon, commenced or issued upon, against or in
respect of the whole or any substantial part of the undertaking, property, assets or revenues of
the Company or any of its Principal Subsidiaries and in any such case is not discharged or
stayed within 60 days of having been so levied, sued out, commenced or issued; or
(vi) any person entitled to the benefit thereof shall institute appropriate legal proceedings to enforce
any Encumbrance (as defined in Condition 3) upon the whole or any substantial part of the
assets or revenues of the Company or any Principal Subsidiary; or
(vii) the Company or any of its Principal Subsidiaries becomes bankrupt or insolvent, or consents to
or suffers the appointment of an administrator, liquidator (except for the purpose of and
followed by a voluntary solvent reorganization, merger, consolidation, amalgamation or other
similar arrangement the terms of which have previously been approved in writing by an
Extraordinary Resolution of the Bondholders) or receiver (or other similar official) in
bankruptcy or insolvency of the Company or any of its Principal Subsidiaries or in respect of
the whole or any substantial part of the undertakings, property, assets or revenues of the
Company or any of its Principal Subsidiaries or the Company or any of its Principal
Subsidiaries stops, suspends or threatens to stop or suspend payment of all or a material part of
(or of a particular type of) its debts; or
(viii) an order issued by a court with competent jurisdiction is made or an effective resolution passed
by the Company or any of its Principal Subsidiaries for the winding-up or dissolution of the
Company or any of its Principal Subsidiaries (except for the purpose of and followed by a
solvent reconstruction, merger, consolidation, amalgamation or other similar arrangement the
terms of which were approved in writing by an Extraordinary Resolution of the Bondholders);
or
(ix) any governmental authority or agency condemns, seizes, compulsorily purchases or
expropriates all or a (in the opinion of the Trustee) substantial part of the assets or shares of the
Company or any of its Principal Subsidiaries; or
(x) proceedings shall have been initiated against the Company or any of its Principal Subsidiaries
under any applicable bankruptcy, insolvency or reorganization law and such proceedings shall
not have been discharged or stayed within a period of 60 days; or
(xi) any action, condition or thing (including the obtaining or effecting of any necessary consent,
approval, authorization, exemption, filing, license, order, recording or registration) at any time
required to be taken, fulfilled or done in order to (i) enable the Company lawfully to enter into,
exercise its rights and perform and comply with its obligations under the Bonds and the Trust
Deed, (ii) ensure that those obligations are legally binding and enforceable (subject to the
qualifications set out in the legal opinion issued in connection therewith on or about December
24, 2004) and (iii) make the Bonds and the Trust Deed admissible in evidence in the courts of
the ROC is not taken, fulfilled or done, and such case is incapable of remedy or, if capable of
remedy, is not remedied within 30 days after written notice requiring such remedy shall have
been given to the Company by the Trustee; or
- 40 -

(xii) it is or will become unlawful for the Company to perform or comply with any of its obligations
under or inspect of the Bonds or the Trust Deed; or
(xiii) the total shareholders' equity of the Company are negative as at the end of any financial year of
the Company; or
(xiv) there is a material difference (as determined by the Trustee acting on the written direction of not
less than 66% of the holders of the Bonds then outstanding) in the ratio of total debt and total
equity of the Company as compared between the quarterly financial statements of the Company
for any three month period(s) and the audited financial statements of the Company for the six
month period ending June 30, 2004; or
(xv) any event occurs which under the laws of the ROC has an analogous effect to any of the events
referred to in the foregoing paragraphs.
Upon any such notice being given to the Company, the Bonds will immediately become due and
payable at their Early Redemption Amount, and overdue interest on the amounts due, from the date
on which such amounts first become due, shall be payable, to the extent permitted by law, at the rate
of six percent per annum. Such default interest shall accrue on the basis of the actual number of days
elapsed and a 360-day year.
For the purposes of Condition 10 (iii) above, any indebtedness which is in a currency other than US
dollars shall be translated into US dollars at the spot rate for the sale of US dollars against the
purchase of the relevant currency quoted by any leading bank in the relevant market selected by the
Trustee in its sole discretion on any day when the Trustee requests such a quotation for such
purposes. If no direct spot rate is available, a rate shall be calculated by reference to the cross-rates
through US dollars and relevant currencies. Any calculation or translation so made shall be
conclusive and binding on the Company and the Bondholders without liability for any loss or
liability occasioned thereby.
For the purpose of this Condition, "Subsidiary" means any corporation or other business entity more
than 50 percent of the outstanding voting stock of which is for the time being owned directly or
indirectly by the Company, and "Principal Subsidiary" means any Subsidiary (i) whose total
revenues, as shown by the latest audited accounts (consolidated in the case of a company which itself
has subsidiaries) of such Subsidiary at the time that the event of default occurs, are at least 10 percent
of the total revenues of the Company and its consolidated Subsidiaries as shown by the latest audited
consolidated accounts of the Company or (ii) whose gross assets, as shown by the latest audited
accounts (consolidated in the case of a company which itself has subsidiaries) of such Subsidiary at
the time that the event of default occurs are at least 10 percent of the gross assets of the Company
and its consolidated Subsidiaries as shown by the latest audited consolidated accounts of the
Company. The Company shall, on request by the Trustee, provide the Trustee with a certificate,
signed by two directors of the Company, identifying as of the date of such certificate or such other
date as stipulated by the Trustee, such Subsidiaries and Principal Subsidiaries and stating the amount
of stock so held or revenue or assets, as the case may be. The Trustee shall be entitled to rely on
such certificate without enquires and shall not be liable for any loss or liability occasioned by such
reliance or by any errors contained in such certificate.
11. Prescription
Claims in respect of (a) principal and premium (if any) and (b) interest (if any) will become
unenforceable after ten years (in the case of (a)) and five years (in the case of (b)), from the relevant
date for payment in respect thereof.
12. Enforcement
At any time after the Bonds shall have become due and payable, the Trustee may, at its discretion and
without further notice, take such proceedings against the Company as it may think fit to enforce
payment of the Bonds together with premium (if any) and interest (if any) with respect thereto and to
enforce the provisions of the Trust Deed, but it will not be bound to take any such proceedings unless
(a) it shall have been so requested in writing by the holders of at least 25 percent in principal amount
of the Bonds then outstanding or so directed by an Extraordinary Resolution and (b) it shall have
- 41 -

been indemnified and/or been provided security to its satisfaction. No Bondholder shall be entitled to
proceed directly against the Company, unless the Trustee, having become entitled to do so in
accordance with clause 8.1 of the Trust Deed and/or this Condition 12, fails to do so (whether or not
the Trustee has also become bound to proceed in accordance with Clause 8.1 of the Trust Deed
and/or this Condition 12) provided always that the Trustee shall not be responsible for any loss,
liability, cost, claim, action, demand or expense incurred in connection with such action by any
holder of the Bonds.
13. Meetings of Bondholders, Modification and Waiver
(A) Meetings
The Trust Deed contains provisions for convening meetings of Bondholders to consider any
matter affecting their interests, including the sanctioning by Extraordinary Resolution of a
modification of the Bonds or the provisions of the Trust Deed. The quorum at any such
meeting for passing an Extraordinary Resolution will be two or more persons holding or
representing over 50 percent in principal amount of the Bonds for the time being outstanding
or, at any such meeting which has been adjourned, two or more persons being or representing
Bondholders whatever the principal amount of the Bonds so held or represented unless the
business of such meeting includes consideration of proposals, inter alia, (i) to modify the
maturity date of the Bonds or the put right of the Bondholders under Condition 8(C) and 8(E),
(ii) to reduce or cancel the amount of principal, premium (if any) or interest (if any) payable in
respect of the Bonds, (iii) to change the currency of payment of the Bonds, (iv) to modify or
cancel the Conversion Right (except in accordance with Condition 6(B) and 13(B)), (v) to
modify the provisions concerning the quorum required at any meeting of the Bondholders or
the majority required to pass an Extraordinary Resolution or sign a resolution in writing, in
which case the necessary quorum for passing an Extraordinary Resolution will be two or more
persons holding or representing over two-thirds, or at any adjourned such meeting over onethird,
in principal amount of the Bonds for the time being outstanding. An Extraordinary
Resolution passed at any meeting of Bondholders will be binding on all Bondholders, whether
or not they are present at the meeting, and will be conclusive and binding upon all future
Bondholders.
The Trust Deed provides that a written resolution signed by or on behalf of the holders of not
less than 90 percent of the aggregate principal amount of Bonds outstanding shall be as valid
and effective as a duly passed Extraordinary Resolution.
The Trust Deed defines "Extraordinary Resolution" as a resolution passed at a meeting of
Bondholders duly convened and held in accordance with these provisions by a majority
consisting of not less than three-quarters of the votes cast.
(B) Modification of Conversion Right
Notwithstanding Conditions 13(A)(iv) and (v) above, the Trustee may (but shall not be in any
way obligated to) agree, in writing, without the consent of the Bondholders, to any
modification to or variation of the Conversion Right (including modification of and additions
to the declarations and statements to be made by Bondholders in a Conversion Notice) which
is in its opinion necessary or desirable to effect or facilitate conversion as contemplated in
these Conditions and which is not materially prejudicial to the interests of the Bondholders.
The Trustee's agreement may be subject to it being indemnified to and/or secured to its
satisfaction and to any other condition, which the Trustee requires, including but not limited to
obtaining, at the sole expense of the Company, advice from or an opinion of an investment
bank or legal or other expert of international repute. The Trustee shall be entitled to but shall
not be obligated to rely on such advice. The Trustee shall not be liable for any loss or liability
occasioned by any such modification or variation as aforesaid. Any such modification shall be
binding on all Bondholders. The Company shall notify Bondholders of such modification in
accordance with Condition 15 as soon as practicable.
(C) Other Modifications and Waivers
The Trustee may (but shall not be in any way be obligated to) agree, in writing, without the
- 42 -

consent of the Bondholders, to (i) any modification (except as mentioned above) of, or the
waiver or authorization of any breach or proposed breach of, the Bonds or the Trust Deed
which is not, in the opinion of the Trustee, materially prejudicial to the interests of the
Bondholders or (ii) any modification of the Bonds or the Trust Deed which, in the Trustee's
opinion, is of a formal, minor or technical nature or to correct a manifest error or to comply
with mandatory provisions of law. The Trustee's agreement may be subject to it being
indemnified and/or secured to its satisfaction and to any other condition which the Trustee
requires, including but not limited to obtaining, at the sole expense of the Company, an
opinion of an investment bank or legal or other expert. The Trustee shall be entitled to but
shall not be obligated to rely on such advice. The Trustee shall not be liable for any loss or
liability occasioned by any such modification or variation as aforesaid. Any such
modification, waiver or authorization will be binding on the Bondholders and any such
modification will be notified by the Company to the Bondholders in accordance with
Condition 15 as soon as practicable thereafter.
(D) Exercise of Trustee's Functions
In connection with the exercise of its functions (including but not limited to those in relation
to any proposed modification, authorization or waiver) the Trustee shall have regard to the
interests of the Bondholders as a class and shall not have regard to, or in any way liable to, the
consequences of such exercise for individual Bondholders, and no Bondholder shall be
entitled to claim, from the Company or the Trustee, any indemnification or payment in respect
of any tax consequences of any such exercise upon individual Bondholders.
14. Replacement of Certificates
If any Certificate is mutilated, defaced or is alleged to be destroyed, stolen or lost, it may be replaced
at the specified office of the Registrar upon payment by the claimant of such costs as may be incurred
in connection therewith and on such terms as to evidence and indemnity as the Company may
reasonably require (which terms will require, inter alia, that if such Certificate is subsequently
deposited for conversion into Shares there shall be paid to the Company on demand such costs (equal
to the principal, premium (if any) and interest (if any) due on the relevant Bond at the Fixed
Exchange Rate). Mutilated or defaced Certificates must be surrendered before replacements will be
issued.
15. Notices
All notices to Bondholders shall be in writing and in English and shall be validly given if mailed to
them at their respective addresses in the register of Bondholders maintained by the Registrar.
If it is impracticable to mail any notices to Bondholders as provided above, then any other form of
notification approved by the Trustee shall constitute sufficient notice to such Bondholders for every
purpose hereunder.
16. Indemnification
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including provisions relieving it from taking proceedings to enforce payment unless
indemnified or secured to its satisfaction. In addition, the Trustee is entitled to enter into business
transactions with the Company and any entity relating to the Company without accounting for any
profit.
17. Agents
The Company reserves the right, subject to the provisions of the Agency Agreement, at any time to
vary or terminate the appointment of Agents, provided that the Company will at all times maintain (i)
a Principal Agent, (ii) a Registrar, (iii) an Agent having a specified office in a major financial centre
and (iv) a Paying Agent and Conversion Agent with a specified office outside European Union or in a
European Union Member State that will not be obliged to withhold or deduct tax pursuant to any
European Union Directive on the taxation of savings implementing or comprising with, or introduced
in order to conform to, such Directive. Notice of any such termination or appointment, of any
- 43 -

changes in the specified offices of any Agent or the Registrar and of any change Trustee and the in
the identity of the Registrar or the Principal Agent will be given promptly by the Company to the
Trustee and the Bondholders in accordance with Condition 15 and in any event not less than 45 days¡¦
notice will be given.
18. Governing Law and Jurisdiction
(A) Governing Law
The Trust Deed and the Bonds are governed by and shall be construed in accordance with
English law.
(B) Jurisdiction
The courts of England are to have jurisdiction over any disputes, which may arise out of, or in
connection with the Bonds, and accordingly any legal action or proceedings arising out of or
in connection with the Bonds ("Proceedings") may be brought in such courts. The Company
has in the Trust Deed irrevocably submitted to the jurisdiction of such courts.
(C) Agent for Service of Process
The Company has irrevocably appointed Walkers at 48 Gracechurch Street, London EC3V
0EJ, England as its agent in England to receive service of process in any Proceedings in
England based on any of the Bonds.
(D) Third Party Rights
No rights are conferred on any person to enforce any term or condition of the Bonds under the
Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of
any person which exists or is available apart from that Act.
- 44 -

THE GLOBAL CERTIFICATE
The Global Certificate contains provisions, which apply to the Bonds in respect of which the Global
Certificate is issued, some of which modify the effect of the terms and conditions of the Bonds (the
"Conditions") set out in this Offering Circular. Terms defined in the Conditions have the same meaning in
the paragraphs below. The following is a summary of those provisions:
Meetings
The registered holder (as defined in the Conditions) of the Global Certificate will be treated as being two
persons for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting,
as having one vote in respect of each US$10,000 in principal amount of Bonds for which the Global
Certificate is issued. The Trustee may allow a person with an interest in Bonds in respect of which the
Global Certificate has been issued to attend and speak (but not to vote) at a meeting of Bondholders on
appropriate proof of his identity and interest.
Cancellation
Cancellation of any Bond following its redemption, conversion or repurchase by the Company will be
effected by a reduction in the principal amount of the Bonds in the register of Bondholders.
Conversion Rights
Subject to the requirements of Euroclear and Clearstream, Luxembourg (or any Alternative Clearing System
(as defined below)), the Conversion Right attaching to a Bond in respect of which the Global Certificate is
issued may be exercised by the presentation to or to the order of the Principal Agent of one or more
Conversion Notices duly completed by or on behalf of a holder of a book-entry interest in the Bond. Deposit
of the Global Certificate with the Principal Agent together with the relevant Conversion Notice shall not be
required. The exercise of the Conversion Right shall be notified by the Principal Agent to the Registrar and
the holder of the Global Certificate.
Payments
Payments of principal and any other amounts in respect of Bonds represented by the Global Certificate will
be made without presentation or, if no further payment is to be made in respect of the Bonds, against
presentation and surrender of the Global Certificate to or to the order of the Principal Agent or such other
Paying Agent as shall have been notified to the Bondholders for such purpose.
Notices
So long as the Bonds are represented by the Global Certificate and this Global Certificate is held on behalf
of Euroclear or Clearstream, Luxembourg or the Alternative Clearing System (as defined below), notices to
Bondholders may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg or
the Alternative Clearing System, for communication by it to entitled accountholders in substitution for
notification as required by the Conditions.
Company¡¦s Redemption
The call option exercisable by the Company may be exercised by the Company giving notice to the
Bondholder in accordance with Condition 15 within the time limits set out in and containing the information
required by those Conditions and Condition 8(H), except that the notice shall not be required to contain the
serial numbers of Bonds drawn for redemption in the case of a partial redemption of Bonds and accordingly
no drawing of Bonds for redemption shall be required.
Bondholder¡¦s Redemption
The Bondholders' put options may be exercised by the holder of the Global Certificate giving notice to the
Principal Agent of the principal amount of Bonds in respect of which the relevant option is exercised and
presenting the Global Certificate for endorsement or exercise within the time limits specified in the Term
and Conditions.
- 45 -

Transfers
Transfers of interests in the Bonds will be effected through the records of Euroclear and Clearstream,
Luxembourg and their respective participants in accordance with the rules and procedures of Euroclear and
Clearstream, Luxembourg and their respective direct and indirect participants.
Trustee's Powers
In considering the interests of Bondholders while the Global Certificate is registered in the name of a
nominee for a clearing system, the Trustee may, to the extent it considers it appropriate to do so in the
circumstances, (a) have regard to such information as may have been made available to it by or on behalf of
the relevant clearing system or its operator as to the identity of its accountholders (either individually or by
way of category) with entitlements in respect of the Bonds and (b) consider such interests on the basis that
such accountholders were the holders of the Bonds in respect of which this Global Certificate is issued.
Registration of Title
Certificates in definitive form for individual holdings of Bonds will not be issued in exchange for interests in
Bonds in respect of which the Global Certificate is issued, except where either Euroclear or Clearstream,
Luxembourg (or any alternative clearing system on behalf of which the Bonds evidenced by the Global
Certificate may be held (the "Alternative Clearing System") is closed for business for a continuous period
of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently
to cease business or does in fact do so.
Enforcement
For the purposes of enforcement of the provisions of the Trust Deed, the persons named in a certificate of
the holder of the Bonds in respect of which the Global Certificate is issued shall be recognized as the
beneficiaries of the trusts set out in the Trust Deed, to the extent of the principal amount of their interest in
the Bonds set out in the certificate of the holder, as if they were themselves the holders of Bonds in such
principal amounts.
Accountholders
For so long as any of the Bonds are represented by the Global Certificate and such Global Certificate is held
on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such
Bonds (each an "Accountholder") (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the principal amount of such Bonds standing to the account of any person
shall be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of
such Bonds for all purposes (including for the purposes of any quorum requirements of, or in the right to
demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and
premium and interest (if any) on such Bonds, the right to which shall be vested, as against the Company and
the Trustee, solely in the holder of the Global Certificate in accordance with and subject to its terms and the
terms of the Trust Deed. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as
the case may be, for its share of each payment made to the holder of the Global Certificate.
- 46 -

EXCHANGE RATES
Fluctuations in the exchange rate between NT dollars and US dollars will affect the US dollar equivalent of
the NT dollar price of the Shares on the TSE and, as a result, are likely to affect the market price of the
Bonds.
Set forth below are the period-end spot exchange rates in effect between the NT dollar and the US dollar
expressed in NT dollars per US dollar, for the period indicated.
Period-End NT$ per
US$1.00
1991 25.75
1992 25.40
1993 26.67
1994 26.29
1995 27.29
1997 27.49
1998 32.55
1999 32.20
1st Quarter 32.80
2nd Quarter 34.35
3rd Quarter 34.37
4th Quarter 32.20
2000
1st Quarter 33.14
2nd Quarter 32.30
3rd Quarter 31.79
4th Quarter 31.40
2001
1st Quarter 30.43
2nd Quarter 30.80
3rd Quarter 31.32
4th Quarter 33.08
2002
1st Quarter 34.71
2nd Quarter 33.56
3rd Quarter 34.92
4th Quarter 34.75
2003
January 34.70
February 34.75
March 34.72
April 34.82
May 34.72
June 34.62
July 34.41
August 34.06
September 33.73
October 33.95
November 34.38
December 33.98
2004
January 33.39
February 33.37
March 33.02
April 33.37
May 33.39
June 33.78
July 34.14
August 34.05
September 33.98
- 47 -

Period-End NT$ per
US$1.00
October 33.44
November 32.21
Source: Taipei Forex Inc.
The closing rate of exchange between the NT dollar and the US dollar on December 17, 2004 was
NT$32.359 = US$1.00.
- 48 -

FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN THE ROC
The information presented in this section has been extracted from publicly available sources such as
governmental websites (e.g. http://www.sfb.gov.tw and http://www.moea.gov.tw) which have not been
prepared or independently verified by the Company, the Lead Manager or any of their respective affiliates or
advisors in connection with the offering of the Bonds. References to the Securities and Futures Bureau (the
"ROC SFB") herein include the ROC SFB, the ROC Securities and Futures Commission and the ROC
Securities and Exchange Commission, its predecessors.
General
Historically, foreign investments in the securities market of Taiwan were restricted. However, commencing
in 1983, the ROC government has from time to time enacted legislation and adopted regulations to make
foreign investment in the Taiwan securities market possible. Initially, only overseas investment trust funds
of authorized securities investment trust enterprises established in Taiwan were permitted to invest in the
Taiwan securities market. Since January 1, 1991, qualified foreign institutional investors (¡§QFII¡¨) have
been allowed to make investments in the Taiwan listed securities market. Since March 1, 1996, overseas
Chinese, foreign institutional and foreign individual investors (other than QFII), called "general foreign
investors", have been permitted to make direct investments in the Taiwan listed securities market. Since July
9, 2003 the ROC SFB has adopted various new rules which have the effect of removing the restrictions on
investment amounts, the qualification requirements in terms of asset size and the inward and outward
remittance period limits previously applicable to QFII. On September 30, 2003, the ROC SFB further
revised the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals, and
eliminated the category of QFII and re-categorized foreign investors into four new categories: (1) "Off-
Shore General Foreign Investors", (2) "On-Shore General Foreign Investors", (3) "Off-Shore Foreign
Institutional Investors" and (4) "On-Shore Foreign Institutional Investors" in accordance with whether the
investors are institutions or natural person, and whether or not they have a presence in the ROC.
Off-Shore Foreign Institutional Investors
Each Off-Shore Foreign Institutional Investor wishing to invest directly in the Taiwan securities market is
required to register with the TSE and apply for approval from the Central Bank of China. The registration
with the TSE and the application to the Central Bank of China require, among other things:
¡E the appointment of a local agent and custodian;
¡E proof of identification;
¡E other documents required by the ROC SFB.
Off-Shore Foreign Institutional Investors having registered with the Taiwan Stock Exchange may apply to
invest without amount limit. Capital remitted into Taiwan for investments in the Taiwan securities market
may be repatriated at any time. Off-Shore Foreign Institutional Investors and Off-Shore General Foreign
Investors (see below) may engage in New Taiwan dollar denominated interest rate derivatives trading
(including interest rate forward, interest rate swaps and interest rate options), provided that the trading are
limited to spot positions of government bonds, time deposits and money market instruments held by them.
Off-Shore General Foreign Investors
Off-Shore General Foreign Investors may generally invest in TSE-listed securities or securities traded on the
GTSM up to a limit of US$5 million, after registering with the TSE.
On-Shore General Foreign Investors and On-Shore Foreign Institutional Investors
On-Shore General Foreign Investors and On-Shore Foreign Institutional Investors having registered with the
TSE may apply to invest without amount limit, and without making an application to the Central Bank of
China.
Foreign Ownership Limitations
- 49 -

Except for certain limits imposed by laws and regulations, there are no limits on the foreign ownership in a
TSE listed company or a GTSM traded company.
Foreign Investment Approval
Other than:
¡E Off-Shore Foreign Institutional Investors;
¡E Off-Shore General Foreign Investors; and
¡E investors in overseas convertible bonds and depositary receipts,
foreign investors who wish to make direct investments in the shares of ROC companies may submit a
"foreign investment approval" application to the Investment Commission of the Ministry of Economic
Affairs of Taiwan or other governmental authority. Foreign investors who obtain this approval will be
subject to the Law Governing Investments by Foreigners. The Investment Commission or other
governmental authority reviews each foreign investment approval application and approves or disapproves
the application after consultation with other governmental agencies. Any non-ROC person possessing a
foreign investment approval may repatriate annual net profits, interests and cash dividends attributable to an
approved investment. Stock dividends, investment capital and capital gains attributable to the investment
may be repatriated with approval of the Investment Commission or other governmental authority.
In addition to the general restrictions against direct investment by non-ROC persons in ROC companies,
non-ROC persons are currently prohibited from investing in prohibited industries in Taiwan, which are listed
under a Negative List, as amended by the Executive Yuan from time to time. The prohibition on direct
foreign investment in the prohibited industries in the Negative List is absolute and provides no specific
exemption from its application. Under the Negative List, some industries are restricted so that non-ROC
persons may directly invest only up to a specified level and with the specific approval of the relevant
government authority. The Company is not in a restricted industry under the Negative List.
Depositary Receipts
In April 1992, the ROC SFB began allowing ROC companies listed on the TSE to sponsor the issuance and
sale of depositary receipts evidencing depositary shares. In December 1994, the Ministry of Finance began
allowing companies whose shares are traded on the GTSM also to sponsor the issuance and sale of
depositary receipts evidencing depositary shares. Approvals for these issuances are still required. On
October 24, 2002, the ROC SFB began allowing public companies that are not listed on the TSE and the
GTSM to sponsor the issuance and sale of depositary receipts by way of private placement outside the ROC.
No deposits of shares may be made in a depositary receipt facility and no depositary receipts may be issued
against deposits without specific ROC SFB approval, unless they are:
¡E stock dividends;
¡E free distributions of shares.
¡E due to the exercise by depositary receipt holders of their preemptive rights in the event of capital
increases for cash, or
¡E due to the purchase by depositary receipt holders, directly or through the depositary, of shares on
the TSE or the GTSM for deposit in the depositary receipt facility. In this event, the total number
of depositary receipts outstanding after an issuance cannot exceed the aggregate number of:
¡E the number of issued depositary receipts previously approved by the ROC SFB; and
¡E the number of depositary shares created from stock dividends, free distributions of shares and right
offerings. These issuances of depositary receipts may only be made to the extent that previously
issued depositary receipts have been cancelled and the shares have been sold on the TSE or the
GTSM.
- 50 -

For depositary shares, immediately after the issuance of depositary receipts, a holder may request the
depositary to cause the underlying shares to be sold in Taiwan or to withdraw the shares and deliver the
shares to the holder.
A depositary receipt holder (who has not registered as an Off-Shore Foreign Institutional Investor or an Off-
Shore General Foreign Investor) wishing to withdraw shares represented by depositary receipts in order to
hold the shares is required to register as an Off-Shore Foreign Institutional Investor or an Off-Shore General
Foreign Investor (as appropriate) and then appoint a qualified local agent to, among other things, open a
securities account with a local securities brokerage firm, remit funds, exercise shareholders' rights and
perform such other actions as may be designated by such depositary receipt holder. If a depositary receipt
holder has already been registered as an Off-Shore Foreign Institutional Investor or an Off-Shore General
Foreign Investor, the shares held in the special securities trading account opened by the depository receipt
holder for withdrawing the shares represented by the GDRs can be transferred into the general securities
trading account upon filing an application with the appropriate government agency. In addition, the
withdrawing holder is also required to appoint a custodian bank to hold the securities and cash proceeds in
safekeeping, make confirmations, settle trades and report all relevant information. Without making this
appointment, opening these accounts, and obtaining prior approval of the TSE, the withdrawing holder
would be unable to subsequently hold or sell the shares withdrawn from a depositary receipt facility on the
Taiwan Stock Exchange or otherwise. The withdrawing holder is also required to appoint a tax guarantor for
filing tax returns and making tax payments. A citizen of the PRC or an entity organized under the laws of
the PRC is not permitted to withdraw or hold the shares.
A depositary may without obtaining further approvals from the Central Bank of China or any other
governmental authority or agency of Taiwan, convert New Taiwan dollars from:
¡E the proceeds of the sale of shares represented by depositary receipts or received as stock dividends
of the shares and deposited into the depositary receipt facility; or
¡E cash distributions received,
into other currencies, including US Dollars. In addition, a depositary may convert into NT dollars inward
remittances of payments for purchases of underlying shares for deposit in the depositary facility against the
creation of depositary shares. A depositary, must obtain foreign exchange approval from the Central Bank of
China on a payment-by-payment basis for conversion into foreign currencies from the proceeds from the
sale of subscription rights for new shares. It is expected that the Central Bank of China will grant this
approval as a routine matter. A depositary receipt holder may, after becoming a holder of shares, convert
New Taiwan dollars into other currencies from proceeds from the sale of any underlying shares withdrawn
from the depositary receipt facility. Proceeds from the sale of the underlying shares withdrawn from the
depositary receipt facility may be used for reinvestment in securities listed on the TSE or traded on the
GTSM. These reinvestments will need to comply with the limitations and restrictions, which apply to
Offshore Foreign Institutional Investors or Off-Shore General Foreign Investors discussed above.
Overseas Corporate Bonds
Since 1989, the ROC SFB has approved a series of overseas corporate bond issues by ROC companies listed
on the Taiwan Stock Exchange and traded on the GTSM. Under current ROC laws and regulations, these
overseas corporate bonds (if their terms so provide) may be held or converted by non-ROC persons, other
than mainland Chinese persons, into shares of ROC companies or, with ROC SFB approval, may be
converted into depositary receipts issued under the sponsorship of the same Taiwanese company or the
shares of other companies, in the case of exchangeable bonds. Public issuing companies may issue
corporate debt in offerings outside Taiwan.
A non-Taiwanese converting bondholder when exercising conversion right to convent the bonds needs to
comply with the limitations and restrictions which apply to Off-Shore Foreign Institutional Investors or Off-
Shore General Foreign Investors discussed above.
Exchange Controls
Taiwan's Foreign Exchange Control Statute and regulations provide that all foreign exchange transactions
must be executed by banks designated by the Ministry of Finance and by the Central Bank of China to
- 51 -

handle foreign exchange transactions. Current regulations favor trade-related foreign exchange transactions.
Consequently, foreign currency earned from exports of merchandise and services may now be retained and
used freely by exporters. All foreign currency needed for the importation of merchandise and services may
be purchased freely from the designated foreign exchange banks.
Aside from trade-related foreign exchange transactions, ROC companies and residents may, without foreign
exchange approval, remit to and from Taiwan foreign currencies of up to US$50 million, or its equivalent,
and US$5 million, or its equivalent, respectively, each calendar year. These limits apply to remittances
involving a conversion between New Taiwan dollars and US Dollars or other foreign currencies. In addition,
all private enterprises are required to register all medium and long-term foreign debt with the Central Bank
of China.
In addition, a foreign person may, subject to certain requirements but without foreign exchange approval,
remit to and from Taiwan foreign currencies of up to US$100,000 per remittance if the required
documentation is provided to the Taiwan authorities. This limit applies only to remittances involving a
conversion between New Taiwan dollars and US Dollars or other foreign currencies.
- 52 -

DESCRIPTION OF THE COMMON STOCK
The following is a summary of certain provisions of the Company's Articles of Incorporation (the "Articles"),
the ROC Securities and Exchange Law (the "Securities and Exchange Law") and regulations promulgated
thereunder and the Company Law of the ROC, all as currently in effect.
General
As of September 30, 2004, the Company's authorized share capital was NT$2,718,000,000, consisting of
271,800,000 Shares with a par value of NT$10 per Share. As of September 30, 2004, the Company¡¦s issued
and paid-in capital was NT$2,440,456,530, consisting of 244,045,653 common shares of the Company in
registered form which were issued and fully paid for.
The Company Law provides that any change in the issued share capital of a company requires approval of
the Board of Directors. In the event that the issuance of any new shares will result in any change in the
authorized share capital of the Company, in accordance with the Company Law, the Company must amend
the Articles and obtain shareholders' approval at a shareholders' meeting. The Company must also obtain the
approval of, or submit a registration to, the ROC SFB and Ministry of Economic Affairs for the issuance of
any new shares. The approval for the issuance of new shares for the conversion of the Bonds has been
obtained by the Company.
Dividends
Under the Company Law, except under certain limited circumstances, a ROC company is not permitted to
distribute dividends or make any other distributions to shareholders at any time other than when it is
generating net profits ("Earnings"). Before distributing a dividend or making any other distribution to
shareholders from Earnings, a company must first apply such Earnings to its losses suffered in previous
years, if any, pay all outstanding taxes and set aside the legal reserve referred to below.
Subject to compliance of the above requirements, following approval of the financial statements for the
preceding fiscal year by the shareholders in an annual shareholders' meeting, dividends are, unless otherwise
stipulated under that company's articles of incorporation, distributed in proportion to the number of shares
owned by each shareholder as listed on the register of shareholders as at the relevant record date determined
by the Board of Directors ("Annual Dividends"). Annual Dividends may be distributed either in cash or in
the form of common stock or a combination thereof. The ratio between any cash dividend and stock
dividend is proposed by the Board of Directors and is determined by the shareholders at a shareholders'
meeting. For each of the past cash dividend distributions, the Company has appointed numerous local banks
to act as its paying agents, and the Company is expected to continue to appoint multiple paying agents for its
future cash dividend distributions.
The Company Law provides that a company is required to set aside a legal reserve in an amount equal to 10
percent of its Earnings (less losses, if any, of previous years and applicable income taxes) until such time as
its legal reserve equals its paid-in capital. The Articles further provide that, after paying all taxes in
accordance with ROC law, recovering any past losses, and deducting the legal reserve, special reserve (if
any), any balance thereof will be distributed to shareholder as proposed by the Board of Directors to
shareholders and approved by the general shareholders' meeting.
Distribution of Additional Shares
In addition to dividends paid out of Earnings of a company, the Company Law also permits a company to
make distributions to shareholders in the form of additional shares from reserves (including its legal reserve
referred to above, any special reserve and capital reserve). However, the capitalized portion payable out of a
company's legal reserve is limited to 50 percent of the total accumulated legal reserve, and such
capitalization can only be effected when and to the extent that the accumulated legal reserve exceeds 50
percent of the paid-in capital of such company. (For information as to ROC taxes on cash and stock
dividends, see the section headed "Taxation - ROC Taxation of Non-Residents" below.)
Pre-emptive Rights and Issue of Additional Common Stock
The Company Law provides that between 10 percent and 15 percent of any new issue of shares of capital
- 53 -

stock sold for cash must be offered first to the issuing company's employees. In addition, the Securities and
Exchange Law and the relevant securities regulations require that, if a public company listed on the TSE or
GTSM intends to offer new shares for cash, at least 10 percent of such issue must be offered to the public
except under certain circumstances or when exempted by the ROC SFB. This percentage can be increased
by a resolution passed at a shareholders' meeting, thereby reducing the number of new shares subject to the
pre-emptive rights of existing shareholders. Unless the percentage of shares to be offered to the public is
increased by shareholders, existing shareholders who are listed on the shareholders' register as of the record
date have a pre-emptive right to acquire the remaining 75 to 80 percent of the issue in proportion to their
existing shareholdings. The shares not subscribed for by the employees and shareholders at the expiration of
the period for the exercise of their rights may be freely offered by the Company (subject to ROC law) to the
public or specified person through the arrangement of the Board of Directors. The Preemptive rights do not
apply to shares issued upon conversion of convertible bonds or exercise of warrants or stock options.
Meetings of Shareholders
The ordinary meeting of shareholders of the Company is usually held in Taipei, Taiwan, as determined by
the Board of Directors, within six months after the end of each calendar year. Extraordinary meetings of
shareholders may be convened by resolution of the Board of Directors whenever they consider it necessary,
and they must do so if requested in writing by shareholders holding not less than three percent of the paid-in
capital who have held these shares for more than a year. Extraordinary meetings of shareholders may also be
convened by a Supervisor of the Company when necessary. Notice in writing of ordinary and extraordinary
shareholders' meetings stating the place, time and purpose thereof must be dispatched to each shareholder of
the Company at least 30 days and 15 days, respectively, prior to the date set for the meeting.
Voting Rights
A holder of common stock has one vote for each share of common stock. With respect to election of
Directors and Supervisor by shareholders, it is carried out on a cumulative voting basis.
Notwithstanding the above, in order to approve certain major corporate actions, including any amendment to
the Articles (which is required for, inter alia, any increase in authorized share capital), the dissolution or
amalgamation of a company, the entering into, amendment or termination of any contract for the lease of the
Company's business in whole, or for entrusted business or for regular joint operation with third parties, the
transfer of all or an important part of its business or its properties, the taking over of the whole of the
business or properties of any other company which would have a significant impact on the acquiring
company's operations, or the distribution of any stock dividend, the Company Law provides that a resolution
has to be passed at a meeting of the shareholders with a quorum of holders of at least two-thirds of all issued
and outstanding common stock at which the majority present vote in favor thereof. Alternatively, in the case
of a public company, such as the Company, such a resolution may be approved by the holders of at least twothirds
of the common stock represented at a meeting of shareholders with a quorum of holders of at least a
majority of issued and outstanding common stock.
A shareholder may be represented at a general meeting or an extraordinary meeting by proxy. A valid proxy
form must be delivered to the Company at least five days prior to the date fixed for the ordinary or
extraordinary meeting. Voting rights attaching to the shares exercised by proxy shall be subject to ROC
proxy regulation.
Registration of Shareholders and Record Dates
The Company maintains the register of shareholders of the Company at its Share Registrar in Taipei, Taiwan
and enters transfers of common stock in the register of shareholders upon presentation of the certificates in
respect of the common stock transferred accompanied by other required documents.
As mentioned above, the record date for an Annual Dividend will be determined and announced by the
Company. For the purpose of determining the shareholders of common stock entitled to Annual Dividends
and other rights pertaining to the common stock, the Company Law provides that, for a public company, the
register of shareholders is closed for a period of 60 days, 30 days and five days immediately before each
date of ordinary shareholders' meeting, each extraordinary shareholders' meeting and the record date,
respectively.
Annual Financial Statements
- 54 -

Under the Company Law, 10 days before the ordinary shareholders' meeting, the Company's annual audited
financial statements must be available at the principal office of the Company for inspection by the
shareholders.
Transfers of Common Stock
Under the Company Law, the transfer of common stock (in registered form) is effected by endorsement and
delivery of share certificates. In order to assert shareholders' rights against the Company, the transferee must
have his name and address registered on the Company's register of shareholders. Shareholders are required
to register their respective specimen seal or chop with the Company. The settlement of trading of the
common stock is normally carried out on the book-entry system maintained by Taiwan Securities Central
Depository Co., Ltd.
Acquisition by the Company of its own Common Stock
Except as permitted under the ROC Company Law and the ROC Securities and Exchange Law, the
Company cannot acquire its own common stock and any common stock acquired by the Company must be
sold by the Company at the current market price within six months after its acquisition.
Under an amendment to the Securities and Exchange Law which took effect on 21 July 2001, a company
whose shares are listed on the TSE or GTSM may, pursuant to a board resolution adopted by a majority
consent at a meeting attended by more than two-thirds of the directors and pursuant to the procedures
prescribed by the ROC SFB, purchase its shares on the TSE or GTSM or by a tender offer for the following
purposes:
- for transfer of shares to its employees;
- for conversion into shares from bonds with warrants, preferred shares with warrants, convertible
bonds, convertible preferred shares or certificates of warrants issued by the company; and
- for maintaining its credit and its shareholders' equity; provided that the shares so purchased shall be
cancelled thereafter.
The total shares purchased by the company shall not exceed 10 percent of its total issued and outstanding
shares. In addition, the total amount for purchase of the shares shall not exceed the aggregate amount of the
retained earnings, the premium from stock issues and the realized portion of the capital reserve.
The shares purchased by the company shall not be pledged or hypothecated. In addition, the company may
not exercise any shareholders' rights attaching to such shares. The Company's affiliates (as defined in Article
369-1 of the ROC Company Law), directors, supervisors, managers and their respective spouses and minor
children and/or nominees are prohibited from selling the shares of the company held by them during the
period in which the company purchases its shares.
Effective from November 2001 under the revised Company Law, a company's subsidiary may not acquire
the shares of its parent company. This restriction does not affect any acquisition occurring prior to
November 14, 2001.
Liquidation Rights
In the event of the liquidation of the Company, the assets remaining after payment of all debts, liquidation
expenses, taxes and distributions to holders of preference shares, if any, will be distributed pro rata to the
shareholders in accordance with the Company Law.
Notification to shareholders
Information concerning shareholders is published in the local newspapers and a notice is also sent to the
shareholders according to the records maintained in the Company's share register. For shareholders holding
less than 1000 shares of a company, an individual notice for shareholders is not required provided that public
notice is published. The Company is responsible for the handling of any financial services with respect to
the Company's Shares.
- 55 -

THE SECURITIES MARKET OF THE ROC
The information presented in this section has been extracted from publicly available sources such as
governmental websites (e.g. http://www.sfb.gov.tw and http://www.moea.gov.tw), the Taiwan Stock Exchange
and the GreTai Securities Market websites (http://www.tse.com.tw and http://www.gtsm.com.tw), which have
not been prepared or independently verified by the Company, and the Company accepts responsibility only
for accurately extracting information from such sources.
In 1960, the ROC government established the Securities and Exchange Commission to supervise and control
all aspects of the securities market. The Securities and Exchange Commission of the ROC was restructured
in early 1997 and its name was changed to the Securities and Futures Commission. In July 2004, it was
further restructured as a bureau of the Financial Supervisory Commission under the Executive Yuan and its
name was changed to the Securities and Futures Bureau (the "ROC SFB", which reference herein shall
include both the ROC Securities and Exchange Commission and the ROC Securities and Futures
Commission). In the 1970s and the early 1980s, the ROC government implemented a number of steps
designed to upgrade the quality and importance of the ROC securities market, such as encouraging listing on
the TSE and establishing an over-the-counter market. In the mid-1980s, the ROC government began to
revise its laws and regulations in a manner designed to facilitate the gradual internationalization of the ROC
securities market.
The Taiwan Stock Exchange
In 1961, the ROC SFB, working together with private interests, established the TSE to provide a
marketplace for securities trading. The TSE is a corporation owned by government-controlled and private
banks and enterprises. The TSE is independent of entities transacting business through it, each of which
pays a user's fee. Subject to limited exceptions, all transactions in listed securities by brokers, traders and
integrated securities firms (firms which are permitted to combine the activities of brokerage, dealing and
underwriting) must be made through the TSE.
The TSE commenced operations in 1962 and during the remainder of the 1960s grew at a slow pace, largely
due to lack of experience amongst issuers and investors and an unwillingness on the part of ROC businesses
to offer their shares to the public. During the early 1980s, the ROC SFB more actively encouraged new
listings on the TSE and the number of listed companies grew from 119 in 1983 to 670 as at February 29,
2004. As at February 29, 2004, the total market value of shares listed on the TSE was approximately
NT$14,759.64 billion.
The instruments traded on the TSE have primarily been limited to shares and bonds. However, recent
legislative revisions and the present attitude of the ROC SFB regarding liberalization of the securities
regulations have encouraged some innovation. In 1988, the ROC SFB permitted the issue of the ROC's first
convertible bonds (such bonds being convertible at the option of the bondholders into shares of companies
owned by the Company). Since 1989, there have been offerings of domestic convertible bonds and
convertible preferred shares. In addition, beneficiary units evidencing beneficiary interests in closed-end
investment funds and Dragon Bonds issued by Asia Development Bank are also listed on the TSE.
In the absence of special regulatory approval, only ROC companies are permitted to list their securities on
the TSE. The ROC SFB has promulgated regulations that would permit foreign issuers to list their equity
securities directly on the TSE or through the use of Taiwan depositary receipts. The TSE has established
specific requirements for listing based on the duration of corporate existence, the amount of capital,
profitability and dispersion of shareholdings.
For certain technology companies and businesses for the promotion of national economic development,
special listing requirements will apply.
The GreTai Securities Market
To complement the TSE, an over-the-counter, or OTC, market was established in September 1982 on the
initiative of the ROC SFB to encourage trading of securities of companies that do not qualify for listing on
the TSE. The OTC market was limited to unlisted equity securities, bank and corporate bonds and
debentures and government bonds. As trading volume on the OTC market was minimal, the GTSM was
established in 1994 to take over the previous OTC market. Since the GTSM instituted a reformed trading
- 56 -

system in 1995, the trading volume on the GTSM has grown more rapidly. The GTSM has used the TSE's
method of trading as a model, and aims to reform the GTSM trading to the point where few differences exist
between the two markets systems. As of February 29, 2004, 436 companies had equity securities listed on
the GTSM. As of February 29, 2004, the total market capitalization of companies with equity securities
listed on the GTSM was 1,532.68 billion. In addition, the Emerging Stock Trading System of the GTSM
was established on January 1, 2002 on the initiative of the ROC SFB to encourage trading of securities of
companies that are public companies but not qualified for listing on the TSE or the GTSM.
Price Limits, Commissions, Transaction Tax and Other Matters
In order to reduce market volatility, the TSE has placed limits on block trading and on the range of daily
price movements. Transactions that involve 500 trading lots (500,000 shares) or more must be registered
and executed pursuant to certain TSE guidelines. Fluctuations in the price of stocks traded on the TSE are
subject to a limit of seven percent above and below the previous day's closing price (or reference price set by
the TSE if the previous day's closing price is not available because of lack of trading activity) in the case of
equity securities and five percent in the case of debt securities. Over the last few years, the limit on the price
movements of equity securities has fluctuated, moving from five percent to three percent following the 1987
market crash, then back to five percent and finally, in October 1989, from five percent to the current level of
seven percent. The ROC SFB has indicated that the limits on share price movements may be further relaxed
or abolished entirely.
All shares have a par value of NT$10 and are traded in board lots of 1,000 shares. Although odd-lot trading
may be conducted on the TSE, delays are occasionally experienced in respect of such trading.
Effective from July 1, 2000, the brokerage commission may be any rate not exceeding 0.1425 percent of the
transaction price. A securities transaction tax, currently levied at the rate of 0.3 percent of the transaction
price for shares is payable by the seller of securities and a tax at the rate of 0.1% of the transaction price is
payable by the seller of debt securities other than government bonds. Such securities transaction taxes are
withheld at the time of the transactions giving rise to such taxes. According to the amended Statute for
Upgrading Industries effective as of February 1, 2002, no securities transaction tax will be imposed on the
transfer of corporate bonds and financial debentures until December 31, 2009.
Regulation and Supervision
The ROC SFB was under the jurisdiction of the Ministry of Finance from 1981 to June 2004. As of July 1,
2004, it has been under the jurisdiction of the Financial Supervisory Commission, Executive Yuan. The
ROC SFB has extensive regulatory authority over companies listed on the TSE, companies whose shares are
traded in the GTSM and unlisted public companies. Such companies are generally required to obtain
approval from, or registration with, the ROC SFB for all securities offerings. The ROC SFB has
promulgated regulations requiring, unless otherwise exempted, periodic reporting of financial and operating
information by all public companies. In addition, the ROC SFB is responsible for the establishment of
standards for financial reporting and carries out licensing and supervision with respect to the other
participants in the ROC securities market. The ROC SFB has responsibility for implementation of the ROC
Securities and Exchange Law and for overall administration of governmental policies in the ROC securities
market. It has extensive regulatory authority over the offering, issuing and trading of securities. In addition,
the ROC Securities and Exchange Law specifically empowers the ROC SFB to promulgate rules under
certain circumstances.
The ROC Securities and Exchange Law prohibits market manipulation. It permits a company to recover
certain short-swing trading profits made through purchases and sales within six months by directors,
managerial personnel, supervisors and stockholders, together with their spouses, minor children and
nominees, holding 10 percent or more of the shares of the company. The ROC Securities and Exchange Law
prohibits trading by "insiders" based on non-public information that materially affects share price movement.
Pursuant to the ROC Securities and Exchange Law, the term "insiders" includes directors, supervisors,
managers and stockholders having shareholding of 10 percent or more, together with their spouses, minor
children and nominees, or any person who has learned such information due to an occupational or
controlling relationship with the issuing company and any person who has learned such information from
any of the foregoing. Sanctions include prison terms. In addition, damages may be awarded to persons
injured by the transaction.
- 57 -

The ROC Securities and Exchange Law also imposes criminal liability on certified public accountants and
lawyers who make false certifications in their examination and audit of a company's contracts, reports and
other evidentiary documents that are related to securities transactions. ROC SFB regulations require that
financial reports of public companies be audited by accounting firms consisting of at least three certified
public accountants and be signed by at least two certified public accountants.
The ROC Securities and Exchange Law also provides for, amongst other things, regulations relating to
public offerings of securities; measures to strengthen the capital structure of issuers; civil liability for
material misstatements or omissions made by issuers; more stringent regulation of the securities activities of
officers, supervisors, directors and major stockholders of issuers; regulations regarding tender offers; and a
significant expansion of the prohibitions against insider trading, including the imposition of treble civil
damages and criminal sanctions.
The ROC SFB does not have criminal or civil enforcement powers under the ROC Securities and Exchange
Law. Criminal actions may be pursued only by prosecutors. Under ROC law, civil actions may only be
brought by plaintiffs who assert that they have suffered damages. The ROC SFB is directly empowered to
curb abuses and violations by securities firms of applicable laws and regulations only through administrative
measures.
In addition to providing a market for securities trading, the TSE has primary responsibility for reviewing
applications by ROC issuers to list securities on the TSE. The ROC SFB reviews all securities offerings by
listed companies. If issuers of listed securities violate relevant laws and regulations or encounter significant
difficulties, the TSE may, with the approval of the ROC SFB, delist securities of such issuers.
- 58 -

ROC TAXATION OF NON-RESIDENTS
Prospective investors should consult their own advisers concerning the tax consequences of an investment in
Bonds or Shares:
The following is a summary under present law of the principal ROC tax consequences of the ownership and
disposition of Bonds and Shares to a Non-Resident Individual or Non-Resident Entity that holds Bonds or
Shares (each a "Non-ROC Holder"). As used in the preceding sentence, a "Non-Resident Individual" is a
foreign national individual who owns Bonds or Shares and is not physically present in the ROC for 183 days
or more during any calendar year and a "Non-Resident Entity" is a corporation or a non-corporate body that
owns Bonds or Shares and is organized under the laws of a jurisdiction other than the ROC and has no fixed
place of business or other permanent establishment in the ROC. Prospective purchasers of Bonds should
consult their own tax advisers concerning the tax consequences of owning Bonds or Shares in the ROC and
any other relevant-taxing jurisdiction to which they are subject.
Premium and Interest
Payments of premium or interest (if any) on a Bond to a Non-ROC Holder are subject to ROC withholding
tax, currently at a rate of 20% at the time of payment. The Company has agreed to pay such withholding tax
on the payments of interest. See "Terms and Conditions of the Bonds -Taxation".
Conversion
ROC law currently provides no specific provisions regarding the ROC income tax consequences of a
conversion of Bonds into Shares. Without further clarification from the ROC tax authorities, it is impossible
to conclude definitively that the conversion of Bonds into Shares will not be deemed as taxable capital gain
event, or subject to additional interest income (subject to the 20 percent withholding tax) or other ROC taxes.
Transfers of Bonds by Non-ROC Holders are regarded as transactions outside the ROC and thus any gains
derived from such transfers are not subject to ROC income tax.
There is no ROC transfer, stamp, issue or registration tax imposed on the issuance of Shares upon
conversion of the Bonds.
Dividends on the Shares
Dividends (whether in cash or shares) declared by the Company out of retained earnings and paid out to
holders of Shares are normally subject to ROC income tax collected by way of withholding at the time of
distribution. The current rate of withholding for non-residents is 30% for a Non-Resident Individual and
25% for a Non-Resident Entity of the amount of the distribution in the case of cash dividends or the par
value of the share distributed in the case of stock dividends. However, the rate of withholding is 20% if the
Non-ROC Holder obtains foreign investment approval pursuant to the Statute for Foreigner's Investment or
the Statute for Overseas Chinese's Investment. Distributions of stock dividends declared by the Company
out of capital reserves are not subject to withholding tax. Because the issue of the Bonds has been approved
by the relevant ROC competent authorities, for Non-ROC Holders, dividends on the Shares derived from the
conversion of the Bonds are subject to withholding tax of 20%.
Capital Gains
Under current ROC law, gains realized upon the sale or other disposition of securities are exempt from ROC
income tax. The losses from disposition of securities likewise may not be used to offset income. This
exemption will apply to a sale or other disposition of the Bonds or the Shares.
Securities Transaction Tax
The ROC government imposes a securities transaction tax that will apply to sales of Shares. The transaction
tax, which is payable by the seller, is generally levied on sales of shares at the rate of 0.3 percent of the sales
proceeds. However, according to the amended Statue of Upgrading Industries effective on February 1, 2002,
no transaction tax will be imposed on the transfer of corporate bonds and financial debentures until
December 31, 2009.
- 59 -

Estate Taxation and Gift Tax
ROC estate tax is payable on any property within the ROC of a deceased Non-Resident Individual, and ROC
gift tax is payable on any property within the ROC donated by a Non-Resident Individual. Estate tax is
currently imposed at rates ranging from two percent of the first NT$600,000 to 50 percent of amounts in
excess of NT$100,000,000. Gift tax is imposed at rates ranging from four percent of the first NT$600,000
donated to 50 percent of amounts donated in excess of NT$45,000,000. Under ROC estate and gift tax laws,
because the issuer is a ROC entity, the Bonds and Shares will be deemed to be located in the ROC without
regard to the location of the owner.
Tax Treaty
As of October 31, 2004, the ROC has income tax treaties with Australia, Gambia, Indonesia, Macedonia,
Malaysia, New Zealand, The Netherlands, Singapore, South Africa, Vietnam, Swaziland, the United
Kingdom and Senegal. It is unclear whether a Non-ROC Holder will be considered to own Bonds or Shares
for the purposes of such treaties. Accordingly, a holder of Bonds or Shares who is otherwise entitled to the
benefit of a treaty should consult its own tax advisers concerning eligibility for benefit under the treaty with
respect to the Bonds or the Shares.
Tax Reform
In order to increase Taiwan's competitiveness, an amendment to the ROC Income Tax law ("Amendment")
was enacted on January 1, 1998, to integrate the corporate income tax and the shareholder dividend income
with the aim of eliminating the double taxation effect for resident shareholders of ROC companies. Under
the Amendment, a 10 percent retained earnings tax will be imposed on a company for its after-tax earnings
generated after January 1, 1998, which are not distributed in the following year. The retained earnings tax so
paid will further reduce the retained earnings available for future distribution. When the Company declares
dividends out of those retained earnings, a maximum amount of up to 10 percent of the declared dividends
will be credited against the 20 percent withholding tax imposed on the Non-ROC Holders of the Shares.
- 60 -

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ROC GAAP AND U.S. GAAP
Financial statements prepared in accordance with ¡§Rules Governing Preparation of Financial Statements of
Securities Issuers¡¨ and generally accepted accounting principles in the Republic of China (collectively
referred herein as ¡§ROC GAAP¡¨) differ in certain respects from US GAAP. The following is a summary of
the principal differences between ROC GAAP and ROC SFB requirements, as applicable to the Company,
and U.S. GAAP. The summary below should not be considered to be exhaustive. Additionally, it may
exclude certain differences that may affect the disclosure, presentation or classification of transactions or
events in the Company¡¦s financial statements. Further, this summary does not take into account numerous
projects currently being undertaken by standard setting bodies in the United States and ROC which could
have an impact on the comparison between ROC GAAP and U.S. GAAP, which are applicable to the
Company. Finally, no attempt has been made to identify all future differences between ROC GAAP and U.S.
GAAP that may affect the financial statements as a result of transactions or events that may occur in the
future.
ROC GAAP US GAAP
1. Presentation of non-consolidated financial
statements
Under ROC GAAP, non-consolidated financial Under U.S. GAAP, parent-company-only non-consolidated
statements of a company are presented as the financial statements are not allowed to be presented as the
primary financial statements and consolidated primary financial statements for any period.
financial statements as supplemental financial
statements.
2. Employee stock bonus
It is a statutory requirement that bonuses paid to Under U.S. GAAP, employee bonuses and remuneration
employees and remuneration paid to directors issued to directors and supervisors are charged to income
and supervisors out of retained earnings are not as compensation expenses in the year when related services
regarded as expenses, but instead are reported as are provided, irrespective of whether the bonuses are paid
a distribution from retained earnings in the year in the form of cash or stock. For bonuses paid in stock, the
the shareholders approve the distribution of shares are valued using the fair value or the intrinsic value
earnings. Under certain circumstances, method.
employee bonuses may be paid in the form of
newly issued stocks, in which case the stock
issuance is recorded at par value and is reported
as a distribution of retained earnings.
The stock bonus to employees is given Under U.S. GAAP, stock bonus to employees is given only
retroactive effect in the computation of earnings prospective effect in the computation of earnings per share.
per share.
3. Stock dividends
Under ROC GAAP, the issuance of stock Under U.S. GAAP, when the ratio of distribution is less
dividends is recorded based on the par value of than 25% of shares of the same class outstanding, stock
the shares, multiplied by the number of shares dividends are generally recorded based on the fair value
- 61 -

ROC GAAP US GAAP
issued. method, with the par value recorded in the capital stock
accounts and the excess of fair value over the par value
being recorded as additional paid-in capital. Distribution in
excess of 25% is generally considered as stock split.
4. Employee share purchase
In connection with a number of new shares Under U.S. GAAP, such issues would be recorded as
issued to shareholders, the company also issues capital contribution for the cash amount received from the
shares to employees at the same issue price, employees. In addition, compensation expense would be
which usually represented a discount to the recorded, for the difference between the shares issue price
quoted market price. Under ROC GAAP, such and the fair market value, during the period when such
issues are recorded as capital contribution for the issues were made.
cash amount received from the employees.
5. Treasury stock/earnings per share
Under the ROC Company Law, a company¡¦s Under U.S. GAAP, the purchases and sales of a company¡¦s
subsidiaries are permitted to purchase the parent shares by its subsidiaries are treated as treasury stock
company¡¦s shares, hold the shares for trading transactions of the company. Accordingly, no gain or loss
purpose and recognize the related investment on the disposal of the treasury stock is recognized as
income or loss. investment income or loss by the company and the
proceeds from the sales are allocated between capital stock
When preparing the consolidated financial and capital reserve. Any shares of the company held by its
statements, the shares of the parent company subsidiaries at year-end are reported as treasury stock and
held by its subsidiaries are treated as treasury are deducted in the calculation of earnings per share.
stock. However, these shares are still treated as
outstanding shares when computing earnings per
share as the gain or loss generated from the
treasury stock transactions is included in the
consolidated net income.
Commencing from January 1, 2002, the
company¡¦s shares owned by its subsidiaries are
treated as treasury stock and similar accounting
treatments as U.S. GAAP are adopted to account
for such transactions.
6. Consolidation
Under ROC GAAP, a company is required to Under U.S. GAAP, the parent company¡¦s consolidated
include in its annual consolidated financial financial statements generally include the financial
statements only those subsidiaries, which are statements of majority-owned subsidiaries, unless control
directly or indirectly over 50% owned. For does not rest with the majority owner.
subsidiaries (i) with total assets and operating
revenues which are less than 10% of the
company¡¥s non-consolidated total assets and
operating revenues, respectively, or (ii) which
are in a negative equity position, the company
- 62 -

ROC GAAP
has the option of whether or not to consolidate
such subsidiaries. Irrespective of the above test,
if the combined revenues or total assets of all
such non-consolidated subsidiaries exceeds 30%
of the company¡¥s non-consolidated total assets or
operating revenues, then each individual
subsidiary with total assets or operating revenues
greater than 3% of the company¡¦s respective
non-consolidated amounts shall be consolidated.
In addition, under the Company Law in the
Republic of China, the company is required to
include in its consolidated financial statements
the financial statements of its less than majority
owned investee companies if the company has
the ability to control the human resources,
finance or operations of the investee companies.
Under ROC GAAP, a company is not required to
prepare interim financial statements on a
consolidated basis. Instead, the company is only
required to recognize investment income/loss in
majority owned subsidiaries under the equity
method. Under ROC GAAP, a company is not
required to recognize in its three months and
nine months interim financial statements
investment income/loss on investee companies in
which the company has, directly or indirectly,
20% to 50% ownership interest. Investment
income/loss in these investee companies is
required only to be recognized in the semiannual
and annual financial statements.
ROC GAAP provides that when a company¡¥s
interest in a subsidiary changes from a majority
interest to a minority interest, the investment in
the subsidiary should be accounted for under the
equity basis in the consolidated financial
statements in the current year. In addition, ROC
GAAP construes such change to be a change in
the reporting entity which requires that in order
to maintain consistency in the application of
accounting standards, the prior year(s)
comparative consolidated financial statements
should be retroactively restated.
7. Business combination
Under ROC GAAP, business combinations are
generally accounted for under purchase method,
US GAAP
U.S. GAAP requires that the accounting principles and
practices used by an enterprise in the preparation of its
interim statements be based on those used in its latest
annual financial statements unless a change of accounting
practice or policy has been adopted in the current year.
Thus, if the enterprise¡¦s latest annual financial statements
were prepared on a consolidated basis, accordingly the
interim financial statements shall also be prepared on a
consolidated basis, except as discussed above.
Under U.S. GAAP, for purposes of application of the
consistency standard, a change in the reporting entity is not
deemed to result from the creation, cessation, purchase, or
disposition of a subsidiary or other business. Accordingly,
when a company¡¥s interest in a specific subsidiary or
investee affiliate changes during the year, that change is
generally accounted for prospectively and retroactive
restatement is not required.
Under U.S. GAAP, all business combinations initiated after
June 30, 2001 are accounted for under purchase method.
- 63 -

ROC GAAP US GAAP
but pooling of interest method is still allowed if The cost to the acquirer in a purchase business combination
certain criteria are met. When business is the fair value of the consideration given or the fair value
combinations are accounted for under purchase of the assets acquired, whichever is more clearly evident
method and the consideration given up by the and more reliably measurable. When the consideration is
acquirer is in the form of shares, the cost to the the publicly traded equity securities issued by the acquirer,
acquirer is generally determined based on the fair value is generally based on the market price of the
fair value of the assets acquired and liabilities equity securities issued. The market price is determined
assumed. When business combinations are based on a reasonable period before and after the date of
accounted for under pooling of interest method, the terms of the acquisition are agreed to and announced.
the acquired company¡¦s income and loss The cost of an acquired company should be allocated to the
accounts before the merger are included in the assets (both tangible and intangible) acquired and liabilities
acquirer company¡¦s income, and then transferred assumed on the basis of their estimated fair values at the
to capital reserve pursuant to the Company Law date of acquisition.
and the related regulations in the ROC.
Under U.S. GAAP, goodwill acquired after June 30, 2001
shall not be amortized. Instead, it shall be tested for
Under ROC GAAP, goodwill is the excess of the impairment at reporting unit level at least annually.
investment cost over the fair value of acquired Goodwill acquired before June 30, 2001 should continue be
net assets. Goodwill is capitalized as an amortized through December 31, 2001 over its estimated
intangible asset and amortized to the income useful life but not exceeding 40 years. Effective January 1,
statement over five to twenty years. Negative 2002, all goodwill are subject non-amortization provision
goodwill is accounted for similarly. as described above. Negative goodwill being the excess of
fair value of acquired net assets over cost, after certain
Under ROC GAAP, the company¡¦s individual adjustments, is an extraordinary gain.
profit and loss account may include the results of
operations of the acquired company for the Under U.S. GAAP, the company¡¦s profit and loss accounts
period prior to the acquisition in the year of only include the results of operations of the acquired
acquisition, then adjusted through minority company after acquisition.
interest income/loss account for the same
amount.
8. Equity investments of at least 20%
Under ROC GAAP, equity investments where Under U.S. GAAP, the equity method of accounting is
the company has voting rights of at least 20% are generally required for investments with an ownership
generally required to be accounted for under the percentage of at least 20% but less than 50%, unless (i) the
equity method; however, when the company has investment is considered temporary or (ii) the investor does
not received the audited financial statements of not possess the ability to exercise significant influence over
the equity-method investee company in time to the investee. There are no provisions, which allow the
recognize its equity in the investee company¡¥s investor company to delay recognition of its equity in the
income (loss), the company may delay the investee company¡¥s income (loss).
recognition of its equity in the investee
company¡¦s income (loss) until the subsequent
year, unless the company meets the following
criteria, in which case no delay in recognition is
possible: (i) the beginning balance of the
company¡¥s long-term investment balance
exceeds NT$50 million and 5% of the investor
company¡¦s paid-in-capital; (ii) direct ownership
- 64 -

ROC GAAP
of the investee company exceeds 30%, or direct
ownership plus indirect ownership through
directors, supervisors, and management exceeds
50%; and (iii) the investor company is one of the
top three shareholders of the investee company
or the investee company¡¥s chairperson or general
manager was appointed by the investor company.
If the company is required to prepare interim
financial statements, such investment income
(loss), which is calculated based on the
proportionate share in the prior year¡¦s annual
income (loss) of the investee company, has to be
recognized in the semi-annual financial
statements of the company in the subsequent
year at the latest. In addition, such delay in
recognition is not possible when the company
has a direct or indirect control over the
management of the personnel, financial or
business operation of the investee company.
When the accounting treatment for a long-term
equity investment is changed from cost method
to equity method, the difference between the cost
of investment and the company¡¦s share of the
investee company¡¦s equity at the time of the
change is deferred and amortized over 5 years.
9. Equity investments of less than
20% or debt investments/short-
term investment
Long-term investments of less than 20% of a
company¡¥s shares are accounted for at the lower
of cost or market value for listed investee
companies and at cost for unlisted investee
companies and if the company has no ability to
exercise significant influence in the management
of the investee company. Valuation allowance
under this lower of cost or market value method
is shown under stockholders¡¦ equity. When it
becomes evidently clear that there has been a
permanent impairment in investments value and
the chance of recovery is minimal, loss is
recognized in current year earnings.
Under ROC GAAP, investments in foreign
investee companies, denominated in foreign
currencies, accounted for at cost method are
converted to New Taiwan dollars using the
US GAAP
Under U.S. GAAP, when the accounting treatment for a
long-term equity investment is changed from cost method
to equity method, retroactive restatement is required. If the
company is unable to relate the difference between the
carrying amount of the investment and the company¡¦s share
of the investee company¡¦s equity to specific accounts of the
investee, the difference should be considered to be
goodwill and tested for impairment at least annually.
Equity investments of less than 20% that have readily
determinable fair value and debt investments are classified
in three categories and accounted as follows:
Debt and equity securities classified as trading securities are
ked to market at the end of the accounting period with
ealized gains or losses taken to current earnings.
b) Debt securities classified as held to maturity are reported
at amortized cost, with any premium or discount amortized
over the period of the investment.
c) Debt and equity securities classified as available for sale
are marked to market at the end of the accounting period
with unrealized gains or losses taken to a separate
component of shareholders¡¦ equity, unless there is a
permanent decline in the value of such investment in which
case it is recorded against income.
- 65 -

ROC GAAP
exchange rate prevailing at balance sheet date
and the resulting exchange loss but not gain is
recorded in stockholders¡¦ equity under the
cumulative translation adjustment account.
Short-term investments are stated at the lower of
cost or market value. In the subsequent period,
recoveries of market value are recognized as
other income to the extent of the original cost of
the investments.
10. Accounting for changes in ownership
interest in investee companies
Under ROC GAAP, when an investee company
issues additional shares and the investor¡¦s
ownership interest changes as a result, any
resulting difference between the investor¡¦s
investment balance and its proportionate share of
the investee company¡¦s net equity is adjusted to
its investment account with an offsetting entry to
the investor¡¦s capital reserve or retained earnings
if the related capital reserve balance is
insufficient. Upon subsequent disposition of the
investment, amounts previously recorded to
capital reserve or retained earnings relating to the
respective investment will be reversed and
recorded as part of the gain or loss on disposal.
11. Impairment of long-lived assets or
long-lived assets to be disposed
No specific standards address impairment of
long-lived assets; normally such assets would be
carried at cost less accumulated depreciation.
However, when events or changes in
circumstance indicate that a significant
impairment occurs, an impairment loss should be
recorded in the current period.
Assets purchased for use in the business but not
subsequently used for that purpose are generally
recorded as idle assets and reclassified from
fixed assets to other assets, in which case there is
a requirement to assess the net realizable value
such that idle assets are not recorded at an
amount in excess of net realizable value.
US GAAP
Investments that have no readily determinable fair value
are accounted for at historical cost subject to impairment
test.
Under U.S. GAAP, when an investee company issues
additional shares at an amount over/under the carrying
value of the shares held by the investor and the investor¡¦s
ownership interest decreases as a result of not fully
subscribing to the issue, the resulting difference between
the investor¡¦s investment balance and its proportionate
share of investee company¡¦s net equity is adjusted to its
investment account with an offsetting entry either to (i)
gain or loss to record the deemed disposition of shares or
(ii) to paid-in-capital. If an adjustment has been made to
paid-in-capital to recognize investee capital transactions,
US GAAP would not permit the adjustment of such
amounts on the subsequent disposition of all or a part of the
investments.
U.S. GAAP requires that long-lived assets held for years
and used by an entity be reviewed for impairment
whenever events or changes in circumstance indicate that
the carrying amount of an asset may not be recoverable.
For assets held for use, if the sum of the expected
undiscounted future cash flows is less than the carrying
amount of the asset, an impairment loss is recognized for
the difference between the carrying value and the fair value
which is generally determined based on discounted cash
flow.
- 66 -

ROC GAAP
12. Prepayment of fixed assets
Under ROC GAAP, prepayment of fixed assets is
presented as part of fixed assets.
13. Depreciation of fixed assets
Depreciation is generally provided using the
guideline service lives as prescribed by the ROC
Tax Authorities plus one additional year as
salvage value.
14. Deferred charges
Costs of neon signs and steel frames for
advertising purposes can also be capitalized as
deferred charges and then amortized over useful
lives under the straight-line method.
15. Convertible preferred stock and debt
securities
When convertible bonds are issued, ROC GAAP
does not recognize or account for any beneficial
conversion feature embedded in the securities.
16. Accounting for derivative
instruments
There are no specific accounting standards under
ROC GAAP which address measurement for
derivative instruments except for foreign
currency forward contracts. Such contracts are
classified as hedge or speculative contracts.
US GAAP
Under U.S. GAAP, prepayment of fixed assets should be
presented as other assets.
Depreciation is provided over the asset's estimated
economic useful life. Salvage value, if any, is based on the
estimated net realizable value of the asset at the end of its
estimated economic useful life.
Costs of advertising should be expensed either as incurred
or the first time the advertising takes place, except for
certain direct-response advertising.
Under U.S. GAAP, such beneficial conversion feature
should be recognized and measured by allocating a portion
of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. That amount should be
calculated at the commitment date as the difference
between the conversion price and the fair value of the
common stock, multiplied by the number of shares into
which the security is convertible.
Under U.S. GAAP requires that all entities recognize
derivative instruments as assets and liabilities in the
statement of financial position and subsequently measure
them at fair value. If certain conditions are met, entities
may elect to designate a derivative instrument as one of the
following:
Fair value hedge ¡V a hedge of the exposures to changes
(that are attributable to a particular risk) in the fair value of
(1) a recognized asset or liability or (2) an unrecognized
firm commitment;
Cash-flow hedge ¡V a hedge of the exposure to variability
- 67 -

ROC GAAP
17. Compensated absences
ROC GAAP has no specific accounting practice
regarding compensated absences.
18. Cost of sales
Under ROC GAAP, provisions for normal
inventory scrap and obsolescence are recorded as
non-operating expenses.
Under ROC GAAP, the unrealized gross profit
generated from downstream intercompany
transactions is eliminated and presented as a
reconciling item of gross profit in the statement
of income. A corresponding liability is recorded
for the amount of the unrealized gross profit in
the balance sheet.
19. Concentration of risk
ROC GAAP has no specific disclosure
requirements for concentration of risk.
20. Segment information
ROC GAAP requires disclosure of segment
information in the footnotes information to the
financial statements according to industry and
geographic information, which need not
necessarily be the same as the management's
internal report to company decision-makers.
US GAAP
(that is attributable to a particular risk) in the cash flows of
a forecasted transaction; and
Foreign-currency hedge ¡V a hedge of the foreign-currency
exposure of (1) an unrecognized firm commitment, (2) an
available-for-sale security, (3) a forecasted transaction, or
(4) a net investment in a foreign operation.
Compensated absences must be accrued based on the
liability for employees¡¥ rights to receive compensation for
future absences when certain conditions are met.
Under U.S. GAAP, provisions for normal inventory scrap
and obsolescence are generally charged to cost of sales.
Under U.S. GAAP, the unrealized gross profit generated
from downstream transactions is generally charged against
cost of sales and credited the investment account.
Disclose concentration of risk on one or more parties, as
appropriate, including such parties as sole/major customer,
supplier, franchiser, distributor, general agent, borrower or
lender is required.
Under U.S. GAAP, public business enterprise is required to
present segment information based on operating segments.
Several operating segments may, provided aggregation
criteria are met, be aggregated to reportable segments for
which the required information is disclosed. Disclosure is
based on the management's approach for reporting
segments information to Company chief operating decision
makers that are used internally for evaluating segment
performance and deciding resources allocation to segments.
- 68 -

ROC GAAP US GAAP
21. Statement of cash flows
Under ROC GAAP, certificates of time deposits Under U.S. GAAP, certificates of time deposits with
with original maturities of greater than three original maturities of over three months are classified as
months are classified as cash. trading securities.
22. Pension
Under ROC GAAP, the amortization of Under U.S. GAAP, no such limitation on the amortization
unrecognized net gain/loss cannot exceed the of unrecognized net gain/loss is required.
excess of unrecognized net gain/loss and
unrecognized net transition obligation.
With respect to the pension plan disclosure, With respect to the pension plan disclosure, under U.S.
under ROC GAAP, disclosure of changes in plan GAAP, changes in plan assets and benefit obligations are
assets and benefit obligations is not required. required to be disclosed.
23. Revenue recognition
Under ROC GAAP, revenue is recognized when Under U.S. GAAP, revenue recognition is usually
realized or realizable. prescriptive and revenue is generally recognized when it is
realized or realizable and earned when all of the following
According to ROC SFAS No. 32 issued in June criteria are met: (i) persuasive evidence of an arrangement
2002 in relation to revenue recognition, similar exists, (ii) delivery has occurred or services have been
criteria for revenue recognition are adopted. rendered, (iii) the seller¡¦s price to the buyer is fixed or
This Statement is effective for financial determinable, and (iv) collectibility is reasonably assured.
statements issued for fiscal year ending after
December 31, 2003 and early adoption is
encouraged.
24. 10% additional income tax on
undistributed earnings
Under the current tax regulations, current year¡¦s Under U.S. GAAP, this 10% additional income tax is
earnings, on tax basis, not distributed in the recognized in the period during which the related income is
following year are subject to 10% additional generated and the impact of the 10% tax is measured for
income tax. This 10% additional income tax is both current and deferred tax.
recognized as a tax expense in the following year
when the amount is determined. In addition, the
effect of the 10% tax on temporary differences is
not recognized.
25. Disclosure of new accounting
pronouncements
Under ROC GAAP, disclosure of recently issued U.S. GAAP requires disclosure of the impact that recently
accounting standards but not yet effective as of issued accounting standards will have on the financial
the balance sheet date is not required. statement of the company when adopted in the future.
- 69 -

ROC GAAP US GAAP
26. Comprehensive income
Under ROC GAAP, there is no standard for U.S. GAAP requires that comprehensive income be
accounting and reporting of comprehensive displayed with the same prominence as other financial
income. statements. Comprehensive income is composed of two
subsets ¡V ¡§net income¡¨ and ¡§other comprehensive income¡¨.
Comprehensive income includes charges or credits to
equity that are not the result of transactions with owners.
(e.g. cumulative translation adjustments, minimum pension
liabilities, unrealized gains or losses on available-for-sales
securities and the effective portion of the change in the fair
value of cash flow and net investment hedges)
- 70 -

SUBSCRIPTION AND SALE
The International Commercial Bank of China (the "Lead Manager"), pursuant to a Subscription Agreement dated
December 21, 2004, agreed with the Company to subscribe and pay for the Bonds at the issue price of 100
percent of their principal amount. The Company has agreed to pay a combined underwriting commission and
management fee to the Lead Manager or its nominee. The Subscription Agreement provides that the Company
will indemnify the Lead Manager against certain liabilities. In addition, the Company has agreed to reimburse
certain expenses of the Lead Manager in connection with the issue of the Bonds. The Subscription Agreement
provides that the obligations of the Lead Manager are subject to certain conditions precedent, and entitles the
Lead Manager to terminate it in certain circumstances prior to payment being made to the Company. The Lead
Manager or its affiliates may subscribe to a portion of the Bonds.
Offers of Similar Securities
The Company has agreed in the Subscription Agreement that neither the Company, nor any person acting on its
behalf, will issue, offer, sell, contract to sell or otherwise dispose of any Shares or securities of the same class as
the Shares (other than pursuant to (i) employee benefits plans or distributions of dividends from retained earnings
and capital reserve or employee bonuses in the form of Shares or (ii) conversion of the Bonds or of other
convertible bonds issued prior to the date of the Subscription Agreement) or any securities convertible into,
exchangeable for or which carry rights to subscribe or purchase Bonds, Shares, or securities of the same class as
the Bonds, Shares or other instruments representing interests in Bonds, Shares or securities of the same class as
the Bonds, Shares (other than the Bonds and other than as aforesaid), or announce plans or otherwise make
public an intention to do any of the foregoing (other than as aforesaid), in any such case without the prior written
consent of the Lead Manager between the date hereof and the date which is 90 days after the Closing Date (both
dates inclusive).
General
No action has been or will be taken in any jurisdiction that would permit a public offering of the Bonds or the
Shares issuable upon conversion of the Bonds, or the possession, circulation or distribution of this Offering
Circular or any other material relating to the Company, the Bonds or the Shares issuable upon conversion of the
Bonds, in any jurisdiction where action for the purpose is required. Accordingly, neither the Bonds nor any
Shares issuable upon conversion of the Bonds may be offered or sold, directly or indirectly, and neither this
Offering Circular nor any other offering material or advertisements in connection with the Bonds or Shares
issuable upon conversion of the Bonds may be distributed or published, in or from any country or jurisdiction,
except in compliance with any applicable rules and regulations of any such country or jurisdiction.
United States
The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered
under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the
registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by
Regulation S under the Securities Act ("Regulation S").
The Lead Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer or sell
the Bonds or the Shares to be issued upon conversion of the Bonds (i) as part of their distribution at any time or
(ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, within the
United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it
sells the Bonds or the Shares to be issued upon conversion of the Bonds, during the distribution compliance
period, a confirmation or other notice setting forth the restrictions on offers and sales of the Bonds or the Shares
to be issued upon conversion of the Bonds, as the case may be, within the United States or to, or for the account
or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.
The Bonds are being offered and sold outside of the United States to non-U.S. persons in reliance on Regulation
S.
In addition, until 40 days after the later of the commencement of the offering of the Bonds and the latest closing
date for an issue of Bonds, an offer or sale of the Bonds or the Shares to be issued upon conversion of the Bonds
within the United States by a dealer that is not participating in the offering may violate the registration
requirements of the Securities Act.
- 71 -

United Kingdom
The Lead Manager has represented and agreed that:
(1) it has not offered or sold and prior to the date six months after the issue of the Bonds, and will not offer or
sell any Bonds to persons in the United Kingdom except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995;
(2) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act
2000 (the "FSMA") with respect to anything done by it in relation to the Bonds or Shares in, from or
otherwise involving the United Kingdom; and
(3) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of the Bonds or Shares (or
Entitlement Certificates) in circumstances in which Section 21(1) of the FSMA does not apply to the
Company.
The ROC
The Bonds may not be offered, sold or delivered, directly or indirectly, in the ROC, as part of the distribution of
the Bonds.
Hong Kong
The Lead Manager has represented, warranted and agreed that (i) it has not offered or sold and will not offer or
sell in Hong Kong, by means of any document, any Bonds other than to ¡§professional investors¡¨ within the
meaning of Section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571) of Hong Kong
(as read together with the Securities and Futures (Professional Investors) Rules (Cap. 571D) of Hong Kong) or
in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32) of Hong Kong; and (ii) it has not issued and will not issue any advertisement, invitation or document
relating to the Bonds, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are
likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws
of Hong Kong) other than with respect to Bonds which are or are intended to be disposed of only to persons
outside Hong Kong or only to ¡§professional investors¡¨ (as referred to in (i) above).
Singapore
This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore under
the Securities and Futures Act 2001 (Act 42 of 2001) of Singapore (the "Securities and Futures Act").
Accordingly, the Bonds may not be offered or sold or made the subject of an invitation for subscription or
purchase nor may this Offering Circular or any other document or material in connection with the offer or sale, or
invitation for subscription or purchase of such Bonds be circulated or distributed, whether directly or indirectly,
to the public or any member of the public in Singapore other than (1) to an institutional investor or other person
falling within Section 274 of the Securities and Futures Act, (2) to a sophisticated investor (as defined in Section
275 of the Securities and Futures Act) and in accordance with the conditions specified in Section 275 of the
Securities and Futures Act or (3) otherwise than pursuant to, and in accordance with the conditions of, any other
applicable provisions of the Securities and Futures Act.
Japan
The Lead Manager has represented and agreed that the Bonds have not and will not be registered under the
Securities and Exchange Law of Japan (the "Securities and Exchange Law") and that the Bonds which it
subscribes will be subscribed by it as principal. The Lead Manager has also represented and agreed that, in
connection with the initial offering of the Bonds, it will not directly or indirectly offer or sell any Bonds in Japan,
or to, or for the benefit of any resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan), except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and
other applicable laws and regulations of Japan.
- 72 -

GENERAL INFORMATION
Registered Office and Principal Place of Business: The Company is registered with the Ministry of Economic
Affairs of the ROC under the ROC Company Law (uniform number of 12373243). The Company¡¦s registered
office is located at 5F, 270, Section 4, Chung Hsiao East Road, Taipei, Taiwan, ROC.
Authorizations: The Company has obtained all necessary consents, approvals and authorizations in connection
with the issue of the Bonds. The issue of the Bonds was authorized by a resolution of the Board of Directors of
the Company.
Material Change: Except as disclosed in this Offering Circular, there has been no material adverse change in the
financial position or prospects of the Company since December 31, 2003.
Litigation: Save as disclosed in the section "Business of the Company -Litigation and Legal Issues" and "Risk
Factors", the Company is not involved in any litigation or arbitration proceedings which may have had during the
12 months preceding the date of this Offering Circular, a significant effect on the financial position of the
Company.
Independent Accountants: The audited financial statements of the Company as of December 31, 2001, 2002
and 2003, and the non-audited financial statements of the Company as of September 30, 2003 and 2004 have
been audited or reviewed by New Toppest CPAs and Co., independent certified public accountants to the extent
indicated in their report thereon.
The Company does not publish consolidated intermediary financial statements.
Clearing Systems: The Bonds have been accepted for clearance through the facilities of Euroclear and
Clearstream, Luxembourg. Relevant trading information for the Bonds is set forth below:
Common Code 020260513
ISIN XS0202605134
- 73 -

RADIUM LIFE TECH CO., LTD.
CONSOLIDATED
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT ACCOUNTANTS
DECEMBER 31, 2003, 2002, AND 2001
The reader is advised that these financial statements have been prepared originally in Chinese. In the event of a conflict
between these financial statements and the original Chinese version or difference in interpretation between the two
versions, the Chinese language financial statements shall prevail.
F-1

Report of Independent Accountants
To: The Board of Directors and Stockholders of
Radium Life Tech Co., Ltd.
We have audited the consolidated balance sheets of Radium Life Tech Co., Ltd. (the ¡§Company¡¨) and its subsidiaries as
of December 31, 2003, 2002 and 2001, and the related consolidated statements of income, of changes in stockholders¡¦
equity and of cash flows for the years then ended, expressed in thousands of New Taiwan dollars. These consolidated
financial statements are the responsibility of the Company¡¦s management. Our responsibilit y is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the ¡§Rules Governing Audit of the Financial Statements by Certified
Public Accountants¡¨ and auditing standards generally accepted 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 consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Radium Life Tech Co., Ltd. and its subsidiaries as of December 31, 2003, 2002 and 2001, and the
results of its operations and its cash flows for the years then ended in conformity with "Rules Governing The
Preparation of Financial Statements by Securities Issuers" and accounting principles generally accepted in the Republic
of China.
February 20, 2004
Taipei, Taiwan
Republic of China
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 consolidated 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 the 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.
F-2

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
CONSOLIDATED BALANCE SHEETS
December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US dollars)
AS OF DECEMBER 31
2003 2002 2001
ASSETS NOTES NT$ US$ % NT$ % NT$ %
CURRENT ASSETS
Cash and cash equivalents 2 and 4.1 $ 139,810 $ 4,233 2 $ 606,899 10 $ 52,074 1
Short-term investments, net 2 and 4.2 5,983 181 -4,768 -5,101 -
Notes receivable, net 2 81,245 2,460 1 6,848 -25,154 -
Accounts receivable, net 2 and 4.2 251,343 7,610 4 1,448,045 23 1,785 -
Other receivables 2 16,585 502 -44,748 1 15,648 -
Land held for development 2, 4.4 and 6 41,456 1,255 1 532,958 9 867,054 11
Construction-in-progress 2, 4.5 and 6 1,273,326 38,551 21 1,272,230 21 5,319,568 68
Prop erties held for sale, net 2, 4.6, 5, 6 and 7 959,960 29,063 16 722,808 12 58,628 1
Prepayments 2, 4.7 and 6 538,313 16,298 9 228,692 4 263,777 4
Deferred selling charges 2 957 29 -1,822 -9,291 -
Deferred income tax assets-current 2 and 4.21 10,948 331 -10,438 -27,025 -
Restricted assets-current 6 and 7 93,028 2,816 2 ----
3,412,954 103,329 56 4,880,256 80 6,645,105 85
LONG-TERM INVESTMENTS 2 and 4.8
Long-term investments 5,100 154 -11,722 -5,100 -
PROPERTY, PLANT
EQUIPMENT, NET
AND
2, 4.9 and 6
Property, plant and equipment net 1,699,031 51,439 27 1,232,967 19 1,049,591 14
OTHER ASSETS
Refundable deposits 6 and 7 87,766 2,657 1 57,259 1 78,978 1
Deferred Expenses 2 3,387 102 -2,560 -333 -
Deferred income tax assets-noncurrent 2 and 4.21 17,305 524 -1,432 -2,915 -
Restricted assets-noncurrent 6 30,646 928 1 15,120 -10,573 -
Other assets-others 4.10 and 6 900,382 27,260 15 ----
1,039,486 31,471 17 76,371 1 92,799 1
TOTAL ASSETS $ 6,156,571 $ 186,393 100 $ 6,201,316 100 $ 7,792,595 100
(The accompanying notes are an integral part of these financial statements)
F-3

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US dollars)
AS OF DECEMBER 31
2003 2002 2001
LIABILITIES AND STOCK HOLDERS'
EQUITY
NOTES NT$ US$ % NT$ % NT$ %
CURRENT LIABILITIES
Short-term Loans 4.11, 5 and 6 $ 881,950 $ 26,702 14 $ 1,560,585 25 $ 2,441,794 31
Short-term notes and bills payable, net 4.12, 5 and 6 366,274 11,089 6 414,732 7 471,078 6
Notes payable 43,564 1,319 1 52,741 1 73,854 1
Accounts payable 143,794 4,353 2 121,203 2 65,195 1
Income tax payable 2 and 4.16 55,895 1,692 1 3,908 ---
Other payables-related parties 5 ---16,500 -7,500 -
Other payables 56,172 1,701 1 115,032 2 204,330 3
Sales revenue received in advance 2, 4.13 and 5 668,128 20,228 11 161,101 3 1,411,653 18
Current portion of long-term Liabilities 4.14, 4.16 and 6 624,221 18,899 10 405,098 7 540,051 7
Other current liabilities, others 5 509,169 15,415 8 9,843 -4,160 -
3,349,167 101,398 54 2,860,743 47 5,219,615 67
LONG-TERM LIABILITIES
Long-term loans 4.17 and 6 631,640 19,123 10 457,329 7 1,007 -
Reserve for land revaluation increment
tax
2 6,191 187 -6,919 -23,157 -
637,831 19,310 10 464,248 7 24,164 -
OTHER LIABILITIES
Accrued pension liabilities 2 and 4.22 9,257 280 -7,953 -6,378 -
Guarantee deposits received 5,008 152 -7,552 -22,209 -
Other liabilities 3,674 111 -258,000 4 --
17,939 543 -273,505 4 28,587 -
TOTAL LIABILITIES 4,004,937 121,251 64 3,598,496 58 5,272,366 68
MINORITY INTEREST 59,416 1,799 1 61,863 1 9,466 -
STOCKHOLDERS' EQUITY -
Capital stock 4.18 2,064,690 62,510 34 1,725,000 28 1,725,000 22
Stock dividend to be distributed ---179,500 3 --
Additional paid-in capital 2 -
Paid-in capital in excess of par value 17,014 515 -17,014 -17,014 -
Long-term equity investment -----516 -
Retain Earnings -
Legal reserve 2 and 4.19 157,891 4,780 3 146,045 2 113,359 2
Retained earnings- unappropriated 4.19 and 4.21 (147,377) (4,462) (2) 473,398 8 654,874 8
TOTAL STOCKHOLDERS' EQUITY 2,092,218 63,343 35 2,540,957 41 2,510,763 32
TOTAL LIABILITIES AND
$ 6,156,571 $ 186,393 100 $ 6,201,316 100 $ 7,792,595 100
STOCKHOLDERS' EQUITY
(The accompanying notes are an integral part of these financial statements)
F-4

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US Dollars, Except Earning Per Share Data)
ITEMS NOTE
Operating revenues -net 5
Operating costs
Gross profit (loss)
Operating expenses
Selling
General and administrative
Operating expenses
Operating income(loss)
Non-operating income
Interest income
Gain on disposal of investments 2
Rental income
Gain on market price recovery of
2003 2002 2001
NT$ US$ % NT$ %NT$%
$ 124,690 $ 3,775 100 $ 1,505,265 100 $ 1,393,908 100
(205,475) $ (6,221) (165) (1,066,969) (71) (828,210) (59)
(80,785) (2,446) (65) 438,296 29 565,698 41
(53,110) $ (1,608) (43) (51,439) (3) (51,383) (4)
(125,589) (3,802) (101) (128,569) (9) (89,788) (6)
(178,699) (5,410) (144) (180,008) (12) (141,171) (10)
(259,484) (7,856) (209) 258,288 17 424,527 31
1,043 32 1 1,498 -7,304 1
386 12---1,185-
20,928 634 17 4,089 ---
1,215 371 ----
short-term investments
Gain on inventory value recoveries ---6,294 ---
Other income 5 34,219 1,036 27 22,176 1 7,879 1
57,791 1,750 46 34,057 1 16,368 2
Non-operating expenses
Interest expense 4.6 and 4.9 (90,637) (2,744) (73) (108,890) (7) (93,815) (7)
Investment loss accounted for under
2 and 4.8 (6,296) (191) (5) (378) --the
equity method
Loss of other investment ---(333) ---
Loss of sale of fixed assets 2 -----(250) -
Loss on inventory value recoveries 2 -----(6,294) -
Loss on inventory valuation 2 (3,340) (101) (3) ----
Other losses (66,908) (2,026) (54) (40,408) (3) (7,387) (1)
(167,181) (5,061) (135) (150,009) (10) (107,746) (8)
(Loss) income before income tax (368,874) (11,167) (298) 142,336 8 333,149 25
Income tax expense 2 and 4.21 (40,844) (1,237) (33) (22,127) (1) (6,015) -
Net comprehensive (loss) income (409,718) (12,404) (331) 120,209 7 327,134 25
Minority interest income (26) (1) -(2,063) -(269) -
Consolidated income $ (409,744) $ (12,405) (331) $ 118,146 7 $ 326,865 25
(Loss) earnings per share (in dollars) 4.20
Comprehensive net income $ (1.98) $ (0.06) $ 0.63 $ 1.90
Minority interest income --(0.01) (0.01)
Consolidated income $ (1.98) $ (0.06) $ 0.62 $ 1.89
(The accompanying notes are an integral part of these financial statements)
F-5

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US Dollars)
Common stock Capital surplus Retain Earnings
Changes Items Shares Amount
Stock dividend
to be distributed
Paid-in Capital
in excess of par
Property
transaction
Legal reserve
Unappropriated
earnings
Net loss not
recognized as
pension cost
Total
NT$ NT$ NT$ NT$ NT$ NT$ NT$ NT$
Balance, January 1, 2001 138,000 $ 1,380,000 $ 345,000 $ 17,014 $ 516 $ 82,197 $ 536,171 (61) 2,360,837
Stock dividends to be distributed reverse to
capital
34,500 345,000 (345,000) ------
Appropriation of earnings : -
Legal reserve -----31,162 (31,162) --
Stockholders' dividends ------(172,500) -(172,500)
Employee bonus ------(3,000) -(3,000)
Remuneration to directors and supervisors ------(1,500) -(1,500)
Consolidated Net income for 2001 ------326,865 -326,865
Reverse of net loss not recognized as pension cost -------61 61
Balance, December 31, 2001 172,500 1,725,000 -17,014 516 113,359 654,874 -2,510,763
Appropriation of earnings:
Legal reserve -----32,686 (32,686) --
Cash dividends ------(86,250) -(86,250)
Stock dividends --172,500 ---(172,500) --
Employees' bonus --7,000 ---(7,000) --
Re muneration to directors and supervisors ------(1,500) -(1,500)
Consolidated Net income in 2002 ------118,146 -118,146
Capital surplus reverse to unappropriated retained
earnings and minority interest
----(516) -314 -(202)
F-6

Common stock Capital surplus Retain Earnings
Changes Items Shares Amount
Stock dividend
to be distributed
Paid-in Capital
in excess of par
Property
transaction
Legal reserve
Unappropriated
earnings
Net loss not
recognized as
pension cost
Total
NT$ NT$ NT$ NT$ NT$ NT$ NT$ NT$
Balance, December 31, 2002 172,500 1,725,000 179,500 17,014 -146,045 473,398 $-$
2,540,957
Increase in capital from stock dividend to be
distributed
17,950 179,500 (179,500) ------
Appropriation of earnings:
Legal reserve -----11,846 (11,846) --
Cash dividends ------(38,095) -(38,095)
Unappropriated retained earning reverse to capital 15,238 152,381 ----(152,381) --
Employee bonuses reverse to capital 700 7,000 ----(7,000) --
Remuneration to directors and supervisors ------(1,500) -(1,500)
Convertible bonds reverse to capital 81 809 ----(209) -600
Consolidated net income in 2003 ------(409,744) -(409,744)
Balance, December 31, 2003 206,469 $ 2,064,690 $ -$ 17,014 $ -$ 157,891 $ (147,377) $ -$ 2,092,218
(The accompanying notes are an integral part of these financial statements)
F-7

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US dollars)
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (409,744) $ (12,405) $ 118,146 $ 326,865
Adjustments:
Bad debts losses (31,549) (955) 30,910 903
Depreciation and amortization 24,622 745 14,431 7,503
Pension expenses 1,304 39 1,575 1,700
Cumulative loss (gain) recognized on construction in progress (139,630) (4,227) 1,633,625 (555,966)
Amortization of deferred expenses 3,951 120 26,880 48,975
Loss (gain) on market price decline(recovery) of short -term investments (1,215) (37) 333 (1,185)
Loss (gain)on market price decline( recovery) of inventories 3,340 101 (6,294) 6,294
Investments (gain) loss accounted for under the equity method, net 6,296 191 378 -
Amortization of consolidated credits ---(238)
Loss on sale of fixed assets ---250
(Increase)decrease in notes receivable (74,397) (2,252) 18,306 (1,436)
(Increase)decrease in accounts receivable 1,228,251 37,186 (1,477,170) 14,214
(Increase)decrease in other receivables 28,163 853 (29,100) (9,889)
(Increase)decrease in properties held for sale (268,346) (8,124) (737,274) 28,606
(Increase)decrease in land for development --334,096 101,302
(Increase)decrease in construction in progress (622,985) (18,861) 2,413,713 (887,697)
(Increase)decrease in prepayments (309,621) (9,374) 35,085 (195,928)
(Increase)decrease in deferred selling expenses (3,086) (93) (19,411) (28,914)
(Increase)decrease in deferred income tax assets - current (510) (15) 16,587 35
(Increase)decrease in deferred income tax assets - noncurrent (15,873) (481) 1,483 (276)
(Decrease)increase in notes payable (9,177) (278) (21,113) (78,108)
(Decrease)increase in accounts payab le 22,591 684 56,008 (90,097)
(Decrease)increase in income tax payable 51,987 1,574 3,908 (17,851)
(Decrease)increase in other accounts payable (10,705) (324) (3,048) (8,950)
Revenue received in advance 507,027 15,350 (1,250,552) 568,667
Other current liabilities 499,326 15,117 5,683 (462)
Net cash provided by operating activities 480,020 14,534 1,167,185 (771,683)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in restricted assets - current (93,028) (2,816) (4,547) 189,273
(Increase) decrease in long-term investments 4,000 121 (7,000) 23,000
Acquisition of property, plant and equipment (109,176) (3,305) (118,124) (9,170)
(Increase)decrease in rental assets (255) (8) -5
(Increase) decrease in refundable deposits (30,507) (924) 21,719 (13,996)
(Increase) decrease in deferred expenses (1,589) (48) (2,523) (91)
(Increase) decrease in restricted assets - noncurrent (15,526) (470) --
Increase (decrease) in guarantee deposits received (2,545) (77) (14,657) (3,138)
Net cash used in investing activities (248,626) (7,527) (125,132) 185,883
(to be continued)
F-8

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the years ended December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US dollars)
(CONTINUED)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short -term loans
Increase (decrease) in short -term notes and bills payable
Increase (decrease) in other payables -related party
Increase (decrease) in long-term loans
Increase (decrease) in reserve for land revaluation increment tax
Increase (decrease) in other current liabilities
Increase (decrease) in bonds payable
Payment of cash dividend and remuneration to directors and supervisors
Increase (decrease) in minority interest equity
Net cash used in financing activities
NET ( DECREASE ) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid (excluding capitalized interest)
Income tax paid
INVESTING ACTIVITIES WHICH HAVE NO EFFECT ON CASH FLOW
2003 2002 2001
NT$ US$ NT$ NT$
(678,635) (20,546) (881,209) 661,364
(48,458) (1,467) (56,346) (27,777)
(16,500) (500) 9,000 7,500
128,303 3,884 321,369 (30,942)
(727) (22) (16,238) -
(258,000) (7,811) 258,000 -
265,731 8,045 --
(87,750) (2,657) (174,000) (4,500)
(2,447) (74) 52,196 215
(698,483) (21,148) (487,228) 605,860
(467,089) (14,141) 554,825 20,060
606,899 18,374 52,074 32,014
$ 139,810 $ 4,233 $ 606,899 $ 52,074
-
$ 92,625 $ 2,804 $ 113,409 $ 92,925
$ 1,811 $ 55 $ 230 $ 26,712
-
Current portion of long-term loans $ 624,221 $ 18,899 $ 405,098 $ 540,051
Stock dividends to be distributed reverse to capital $ 179,500 $ 5,434 $ -$ 345,000
Convertible bonds reverse to capital $ 600 $ 18 $ -$ -
Unappropriated retained earnings reverse to capital $ 152,590 $ 4,620 $ -$ -
Unappropriated retained earnings reverse to stock dividends to be distributed $-$
-$ 172,500 $ -
Employee bonus reverse to capital $ 7,000 $ 212 $ -$ -
Employee bonus reverse to stock dividends to be distributed $-$
-$ 7,000 $ -
Additional accrued pension liabilities $-$
-$ 7,953 $ 6,378
FINANCING ACTIVITIES PARTIALLY PAID BY CASH
Declaration of cash dividends and remuneration to directors and supervisors $ 39,595 $ 1,199 $ 87,750 $ 177,000
Add: declared but unpaid at the beginning of the year (stated as other payables) 86,250 2,611 172,500
-
Less: declared but unpaid at the end of the year (stated as other payables) (38,095) (1,153) (86,250) (172,500)
Paid in Cash $ 87,750 $ 2,657 $ 174,000 $ 4,500
(The accompanying notes are an integral part of these financial statements)
F-9

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO., LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003, 2002 and 2001
(Expressed in Thousands of New Taiwan Dollars and US dollars, Except as Otherwise Indicated)
1. HISTORY AND ORGANIZATION
1) RADIUM LIFE TECH CO., LTD.(The Company)was incorporated as a company limited by shares under the
provisions of the Company Law of the Republic of China on March 26, 1980. The Company primarily engages
in the business of constructions, sales and lease of residential and commercial buildings. On December 31, 2003,
the Company¡¦s numbers of employees were 58. The company was listed on the Taiwan Stock Exchange (TSE)
on December 22, 2000.
2) CONSOLIDATED SUBSIDIARIES
(1) Tai Cheng Construction Co. Ltd. (Tai Cheng)
A. Tai Cheng Construction Co. Ltd. was incorporated as a company limited by shares under the provision of
the Company Law of the Republic of China and commenced its operations in April 1, 1991. The main
activities of Tai Cheng were constructions.
B. The Company owns 93.57% of the Tai Cheng¡¦s common stock.
(2) Far East Co., Ltd (Far East)
A. Far East Co., Ltd. was incorporated as a company li mited by shares under the provision of the Company
Law of the Republic of China and commenced its operations in March 3, 1959 The main business
activities of Far East were gymstadium club.
B. The Company owns 99.78% of the common stock of Far East.
3) The adjustments for different accounting periods between the Company and its subsidiaries: None.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements were prepared in Conformity with ¡§Guidelines Governing the Preparation of
Financial Reports by Securities Issuers¡¨ and accounting principles generally accepted in the Republic of China.
Summary of significant accounting policies is as follows :
1) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements are prepared in accordance with R.O.C Statement of Financial Accounting
Standards (SFAS No.7) and include the financial statements of the Company and its majority owned subsidiaries.
(including Tai Cheng Construction Co., Ltd. and Far East Co., Ltd.) All transactions between the Company and
its consolidated subsidiaries had been eliminated.
2) OPERATING PERIOD
The main business activities of the Company are lease and sale of public housing and commercial buildings that
were constructed by independent construction. The balance sheet accounts are classified either as current or noncurrent
based on the Company¡¦s operating cycle (more than one year).
As the operating cycle for construction contracts usually exceeds one year, Tai Cheng Consolidated uses the
operating cycle (typically 2~5 years) as its criteria for classifying current and non-current assets and liabilities
F-10

related to construction contracts. For other assets and liabilities, the criteria is one year.
The main business activities of Far East are operating the gymstadium. Assets that meet one the following
criteria are classified as current assets; otherwise are classified as non-current assets:
(1) unrestricted cash or cash equivalents;
(2) assets are held for trading purposes, or held for a short -term period and are expected to be realized within 12
months from the balance sheet date; or
(3) assets are anticipated to be realized, available for sale or used within the operating cycle.
Liabilities that meet one of the following criteria are classified as current liabil ities; otherwise are classified as
non-current liabilities:
(1) liabilities are to be paid within 12 months from the balance sheet date, or
(2) liabilities are incurred from the Company operating activities, and are expected to be paid within the
operating cycle.
3) CASH AND CASH EQUIVALENTS
Cash on hand, bank deposit, petty cash, and short-term investments that are readily convertible into known
amount of cash and with maturity dates that do not present significant risks on changes in value resulting from
changes in interest rates.
4) SHORT-TERM INVESTMENTS
Short-term investments are stated at the lower of cost or market value. Cost is determined using the moving
average method. Any excess of aggregate cost over the market value is recorded as unrealized loss and reported
as other expense. Subsequent recovery in market value is reflected in other income to the extent of the original
cost of the investment.
5) ALLOWANCE FOR BAD DEBTS
Allowance for bad debts is provided based on the evaluation of the collectibility and the aging analysis of notes
receivable, accounts receivable and other receivable at the balance sheet date.
6) COSNTRUCTION CONTRACT ACCOUNTING
The company adopts the completed-contract method and the percentage¡Vof¡Vcompletion method for its
construction method. The main accounting treatments are as follows:
(1) When the Company purchases a property under construction from another party and to continue the
construction, the profit or losses for sales of such properties are based on the completed-contract method for
which the profit or loss is recognized only when the contract is completed and the title is transferred. If the
Company contracts with other parties to construct and pre-sale properties, it may recognize the profit for sale
based on t he Percentage-of- Completion Method if all of the follow conditions are met:
A. The construction has progressed beyond the preparatory stage, i.e., the designing, planning, contracting,
grading of the construction have completed and the construction work can be started any time.
B. The total amount of pre -sale contracts has reached the total estimated construction cost.
C. Buyers¡¦ payment has reached 15% of the total contract price.
D. Collectibility of the contract amount receivable can be reasonably estimated.
E. The total contract costs and the degree of completion at the end of the period can be reasonably estimated.
F. Individual costs attributable to the different sales contracts can be reasonably identified.
(2) Payments for the purchase of land made before obtaining the ownership are recorded as land prepayments,
and are transferred to land used for constructions when the ownership is obtained.
(3) Constructions in progress, land, buildings and parking spaces to be sold (recorded as inventories) and real
estate sales costs (recorded as operating cost) Constructions in progress include the construction site and
F-11

construction engineering costs of unfinished contracts; Under the Completed¡VContract method, when the
construction contracts are completed, the costs of the contracts, in which the property is sold and the title is
transferred to a customer, are calculated based on the ratio of the respective selling price over the estimated
total selling price, and are recorded as costs in the year of completion of the constructions. The remaining
construction costs are allocated to the unsold portion and recorded as inventories on the balance sheet. While
under the percentage-of-completion method, contract profit for the current period is the difference between
the cumulative profit based on the percentage of completion at the end of the current period and the
cumulative profit recognized in prior periods. However, if the cumulative profit recognized in prior periods
is greater than the cumulative profit calculated based on the percentage of completion at the end of the
current period, the excess should be recorded as a loss in the current period.
If a contract is estimated to bear a loss prior to completion, the full amount of the loss should be recognized
immediately whether the completed-contract or percentage-of-completion method is adopted. However, if
the loss is estimated to be smaller in future years, the difference should be reversed and recognized as a gain
in that year.
(4) Deferred selling expenses are the selling expenses of pre -sale buildings that are recorded as current assets
when incur. Under the Completed-Contract Method, the selling expenses are included in current year¡¦s result
only when the contract is completed. While under the Percentage-of-Completion Method, selling expenses
are recognized based on the percentage of its completion.
(5) Building or land payments received from advance sale of constructions in progress are recorded as received
in advance; when the construction contracts are comp leted, revenues of the contracts, in which the property
is sold and the title is transferred to a customer, are recorded in the current period¡¦s operating results.
(6) The interest costs resulting from the purchase of land and the construction of buildings are capitalized, and
are recorded as land acquisition costs and construction costs, respectively.
(7) Constructions in progress and land, buildings and parking spaces to be sold are valued at the lower of cost or
market value. Market value is determined b ased on the net realizable value.
(8) Tai Cheng adopts different method for its construction contracts. If the construction period for a long-term
contracts more than one year, and when estimates of construction profits are reasonably dependable, the
percentage-of-completion method is required.
7) LONG-TERM INVESTMENTS
(1) Long-term investments in which the Company or its consolidated subsidiaries own less than 20% of the
invested company¡¦s voting shares and has no ability to exercise significant influence over the investee
company are accounted for by lower of cost or market value method if the investee company is listed or by
the cost method if the investee company is not listed.
Valuation allowance for unrealized loss under the lower of cost or market value method is recorded as a
reduction in shareholder equity.
(2) Long-term investments in which the Company owns at least 20% of the investee companies¡¦ rights or has
significant influence over the investment balance and its proportionate share in the investee company¡¦s net
assets is amortized over ten years. When the accumulated investment loss of an investee company accounted
for under the equity method exceeds the Company¡¦s original investment cost, the Company recognizes its
investment loss up to the original investment cost. However, if the Company intends to continue supporting
the investee company or considers the loss of the investee company as temporary, based on sufficient
evidence that the investee company will turn profitable in the near future, the Company continues to
recognize the investment loss in excess of its investment cost. The negative investment balance its presented
as a liability on the balance sheet.
(3) Majority owned subsidiaries are accounted for under the equity method and are consolidated at year-end.
However, pursuant to the regulations of the R.O.C. Securities and Futures Commission (SFC), if the total
F-12

assets and operating revenues of a subsidiary are less than 10% of the non-consolidated total assets and
operating revenues of the Company, respectively, the subsidiary¡¦s financial statements are not required to be
consolidated. Irrespective of the above test, when the total combined assets or operating revenues of all such
non-consolidated subsidiaries constitute more than 30% of the Company¡¦s non -consolidated total assets or
operating revenues, respectively, then each individual subsidiary with total assets or operating revenues
greater than 3% of the Company¡¦s non -consolidated total assets or operating revenues, respectively, is
required to be included in the consolidation.
(4) Unrealized gains and losses arising from transactions between the Company and its investee companies
accounted for under the equity method are deferred and amortized over the useful lives for depreciable assets
and are recognized when realized for other assets. Unrealized gain or loss arising from downstream
transactions is recorded by the Company as deferred assets or liabilities and are classified into current and
non-current assets or liabilities based on their expected realization period. Unrealized gain or loss arising
form upstream transactions or transaction between investee companies accounted for under the equity
method are eliminated by adjusting the long-term investment and investment income (loss) accounts.
8) PROPERTY, PLANT AND EQUIPMENT
(1) Property, plant and equipment are stated at cost.
(2) Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, plus one year as
residual value. Salvage values of assets, which are still in use after the end of their estimated useful lives, are
depreciated based on the newly estimated remaining useful lives. The estimated useful lives are 55 years for
building and 3 -10 years for other assets.
(3) Major renewals and imp rovements are treated as capital expenditures, and are depreciated accordingly.
Maintenance and repairs are charged to expenses as incurred. When an asset is disposed, the cost and
accumulated depreciation are removed from the respective account and the re sultant gain or loss is included
in current non-operating income or expense.
(4) Interests incurred during the construction period are capitalized.
(5) Portion of property, plant of Far East had been revaluated according to government laws and regulations.
After the benchmark date of the revaluation, the depreciation of revaluation assets are calculated based on
the adjusted basis. Reserve for land revaluation increment tax accounted for long-term liabilities.
9) DEFERRED CHARGES
Deferred charges mainly consist of utility installation, which is stated at cost and is amortized on a straight-line
basis over 5 years.
10) RETIREMENT PLAN AND PENSION RESERVE
(1) RADIUM LIFE TECH Co., Ltd. (the ¡§Company¡¨)
A. The Company has a defined benefit retirement plan (the plan) covering all regular employees, which
provided benefits based on length of service and average salaries and wages during last six months before
retirement. The Company recognizes minimum pension liabilities for the excess of accumulated benefit
obligation over the fair value of plan asset based on actuarial valuation in accordance with R.O.C. SFAS
No. 18, ¡§Accounting for Pension¡¨. The Company also complies with the disclosure requirement of R.O.C.
SFAS No. 18, ¡§Accounting for Pension¡¨.
B. Starting May 1998, and February 1999, the Company and Tai Cheng make monthly contributions to the
pension fund equal to 2% of salaries and wages paid, respectively. A pension fund committee administers
the fund and the contributions to the fund are deposited with Central Trust of China under the
Committee¡¦s Name.
C. In accordance with R.O.C. SFAS No. 18, net periodic pension cost includes service cost, interest cost,
F-13

expected returns on plan assets and amortization of unrecognized net transition obligation, pension
gains/losses and prior period service cost.
D. Contributions to the retirement fund are charged to expenses when paid or accrued. Actual payments of
employee¡¦s retirement benefits are made out of the fund and any excess of such payments over the fund
accumulated is charged to expenses when paid.
E. As of December 31, 2003, 2002 and 2001, the balances of the pension of the funds company amounted to
NT$ 4,546 thousand (US$ 138 thousand), NT$ 3,935 thousand and NT$ 3,330 thousand, respectively.
(2) Consolidated subsidiaries
Far East has yet established its own pension plans. As of December 31, 2003, 2002 and 2001 the pension
funds of Tai Cheng amounted to NT$ 2,016 thousand (US$ 61 thousand), NT$ 1,758 thousand and NT$
1,353 thousand, respectively.
11) REVENUE A ND COST
Revenue is recognized when the earning process is substantially completed and the revenue is realized or
realizable. Costs are charged against revenue as incurred. Expenses are recognized underlying accrual basis
when the expensed is realized.
12) LEGAL RESERVE AND CAPITAL RESERVE
Based on the Company Law, the Company, when allocating its net profits after all taxes and dues, shall first set
aside ten percent of the net profits as legal reserve, until such legal reserve equals to the total issued capital.
Beside the Company Law¡¦s 232 Article, such legal reserve shall not be appropriated as cash dividends. It shall
only be transferred to common stock or to replenish deficits. Similarly, the capital reserve shall only be
transferred to common stock or utilized for replenish of deficits.
13) INCOME TAX
(1) In accordance with R.O.C. SFAS No. 22, ¡§Accounting for Income Taxes¡¨, income tax expense is provided
based on accounting income after adjusting for permanent differences. The provision for income tax includes
deferred income tax resulting from items reported in different periods for tax and financial reporting
purposes, loss carry -forward and investment tax credits. Deferred tax assets or liabilities are further classified
into current and noncurrent items based on the classifications of the related assets or liabilities or on the
expected realization period. Valuation allowance for deferred tax assets is provided to the extent that it is
more likely than not that the tax benefits will not be realized.
(2) The 10% additional corporate income tax on the undistributed earnings of the Company is recorded as
income expense in the year when the shareholders approve the resolution to retain the earnings.
14) EARNINGS PER SHARES
Basic earnings per share are calculated by dividing net income by the weighted average number of shares
outstanding during the year. Diluted earnings per share are calculated, by taking into consideration the additional
common shares that would have been outstanding if the dilutive share equivalents had been converted.
15) USE OF ESTIMEATES
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingencies at the date of the financial statements, and the reported amounts of revenue, costs
and expenses during the reporting periods. Actual results could differ from those assumptions and estimates.
16) Convenience translation into US dollars
The consolidated financial statements are stated in New Taiwan dollars. Translation of the 2003 New Taiwan
F-14

dollar amounts into US dollar amounts are included solely for the convenience of the readers, using the noon
buying rate provided by the Bank of Taiwan on March 31, 2004, of NT$ 33.03 to US$ 1. The convenience
translations should not be construed as representations that the New Taiwan dollar amounts have been, could
have been, or could in the future be, converted into US dollars at this rate or any other rate of exchange.
3. REASONS AND EFFECT OF CHANGE IN ACCOUNTING PRINCIPLES
None.
4. SUMMARY OF SIGNIFICANT ACCOUNTS
1) CASH AND CASH EQUIVALENTS
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Cash on hand and petty cash 990$ $ 30 445$ 395$
Checking accounts 1,814 55 2,006 863
Saving accounts 137,006 4,148 488,875 50,816
Certificate of deposit --573 -
Short-term notes and bills --115,000 -
Total $ 139,810 $ 4,233 $ 606,899 $ 52,074
2) SHORT-TERM INVESTMENTS, NET
ITEMS 2003
NT$
Mutual Funds $ 10,500 $
Less: Allowance for (4,517)
decline in market value
Net $ 5,983 $
As of December 31,
2002 2001
US$ NT$ NT$
318 $ 10,500 $ 10,500
(137) (5,732) (5,399)
181 $ 4,768 $ 5,101
3) ACCOUNTS RECEIVABLE, NET
ITEMS
NT$
As of December 31,
2003 2002 2001
US$ NT$ NT$
Accounts receivable $ 251,343 $ 7,610 1,479,594 $ $ 2,424
Less: Allowance for bad debt --(31,549) (639)
Net $ 251,343 $ 7,610 1,448,045 $ $ 1,785
Please refer to Note 2.5) for accounting policy of allowance for bad debts.
F-15

4) LAND HELD FOR DEVELOPMENT
As of December 31,
ITEMS 2003 2002 2001
NT$
Peng Lai $ -
San Zhi -
Dan Shui -
Bei Tou -
Joint Development 41,456
$ 41,456
US$ NT$ NT$
$ -$ -$ 17,589
-276,268 276,268
-215,234 215,234
--333,507
1,255 41,456 24,456
$ 1,255 $ 532,958 $ 867,054
Please refer to Note 6 for inventories pledged as collateral.
5) CONSTRUCTION-IN-PROGRESS
As of December 31, 2003
Remarks
Estimated
Construction Cumulatives gains Accounting Year of
projects Cost of land Cost of construction (losses) recognized Total Method Completion
NT$ US$ NT$ US$ NT$ US$ NT$ US$
Percentage-of-
Completion
Hsin Yi 228,489 $ $ 6,918 177,424 $ $ 5,372 180,566 $ 5,467 $ $ 586,479 17,757 $ Method 2004
Percentage-of-
Completion
Peng Lai 67,889 2,055 36,722 1,112 40,372 1,222 144,983 4,389 Method 2004
000 0
Completed-
Yong Chun
Contract Method
(Jiao 19) --195,786 5,927 --195,786 5,927 2004
000 0
Completed-
Yong Chun
Contract Method
(Jiao 21) --345,186 10,451 --345,186 10,451 2005
000 0
Percentage-of-
Completion Not yet
San Xing --892 27 --892 27 Method estimated
US$0 US$0 US$0 US$0
TOTAL 296,378 $ $ 8,973 756,010 $ 22,889 $ 220,938 $ 6,689 $ 1,273,326 $ 38,551 $
F-16

As of December 31, 2002
Unit: NT$
Cumulative
Constructions Cost of
Cost of land
Projects ConstructionHsin Yi $ 228,489 $ 80,437 $ 81,308 $ 390,234
Ba Du 366,948Bei Tou 333,506Peng Lai 67,889
45,272 -412,220
15,793 -349,299
1,987 -69,876
San Xing -892 -892
Jin Zhou -49,709 -49,709
Total 996,832 $ $ 194,090 $ 81,308 1,272,230 $
Remarks
gains (losses) Estimated Year
recognized Total Accounting Method of Completion
Percentage-of-
completion Method
Completed-contract
Method
Completed-contract
Method
Completed-contract
Method
Percentage-of-
completion Method
Percentage-of-
completion Method
Remarks
2004
Not yet
estimated
2005
2004
Not yet
estimated
2003
2002
2002
2004
Not yet
estimated
2002
Not yet
estimated
2003
As of December 31, 2001
Unit: NT$
Cumulative
Construction Cost of
Cost of land
Projects Constructionrecognized
Tai Yuan $ 563,328 $ 899,035 $ 1,299,599 $ 2,761,962
Chong Nan 766,435 447,233 415,334 1,629,002
Estimated Year
gains (losses) Total Accounting Method of Completion
Hsin Yi 228,489 13,215 241,704
Ba Du 366,948 45,014 411,962
Ping Yang 151,410 119,288 270,698
San Xing 892
892
Jin Jhou 3,348
3,348
Percentage-of- completion
Method
Percentage-of- completion
Method
Completed-contract Method
Completed-contract Method
Completed-contract Method
Percentage-of- completion
Method
Percentage-of- completion
Method
Total 2,076,610 $ 1,528,025 $ 1,714,933 $ 5,319,568 $
A. Please refer to Note 6 for inventories ple dged as collateral.
B. For the years ended December 31, 2003, 2002 and 2001, capitalized interest were NT$ 15,625 thousand
(US$ 473 thousand), NT$ 77,996 thousand, and NT$ 123,227 thousand, respectively.
C. As of December 31, 2003, 2002 and 2001, the insurance coverage for the above-mentioned Construction-
in-Progress amounted to NT$ 455,234 thousand (US$ 13,782 thousand), NT$ 253,288 thousand, and NT$
1,329,438 thousand, respectively.
F-17

6) PROPERTIES HELD FOR SALE
ITEMS 2003
NT$
Tai Shan $ -$
Yong He 7,118
Ting Zhou 867
Tai Yuan 77,587
Ping Yang 53,604
Chong Nan 820,784
Total 959,960
Less: Allowance for loss on
decline in market value -
As of December 31,
2002 2001
US$ NT$ NT$
-$ 20,691 $ 38,777
215 8,249 10,024
26 7,210 16,121
2,349 177,211 -
1,623 113,223 -
24,850 396,224 -
29,063 722,808 64,922
--(6,294)
Net $ 959,960 $ 29,063 $ 722,808 $ 58,628
A. Please refer to Note 6 for inventories pledged as collateral.
B. As of December 31, 2003, 2002 and 2001, properties held for sale have been insured for NT$ 660,690
thousand (US$ 20,003 thousand), NT$ 385,116 thousand, and NT$ 14,100 thousand, respectively.
7) PREPAYMENTS
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Prepayments for land and buildings $ 354,016 $ 10,718 $ 143,850 $ 174,850
Prepayments for construction 32,153 973 10,735 -
Prepaid expenses 2,790 85 4,635 8,338
Overpaid VAT 53,476 1,619 28,541 54,249
Other prepayments 95,878 2,903 40,931 26,340
Total $ 538,313 $ 16,298 $ 228,692 $ 263,777
F-18

8) LONG-TERM INVESTMENTS
(1) The details are as follows:
As of December 31, 2003
Shares on Initial investment Percentage of
Investee Company hand cost Balance ownership
Equity method
Jhu Sheng Co., Ltd. 300,000 NT$3,000 US$91 NT$ -US$ -45.45%
Cost method
Lin Kou Entertainment
Co., Ltd. 1 5,100 154 5,100 154 0.10%
Total NT$5,100 US$ 154
As of December 31, 2002
Initial
Shares on
Investee Company hand investment Balance
Percentage of
Ownership
cost
Equity Method
Sin Jing Du Co., Ltd. 300,000 NT$ 3,000 NT$2,996 100.00%
Jhu Sheng Co., Ltd. 300,000 3,000 2,629 100.00%
Fong Syu Information Co., Ltd. 100,000 1,000 997 100.00%
6,622
Cost Method
Lin Kou Entertainment Co., Ltd. 1 5,100 5,100 0.10%
Total NT$11,722
As of December 31, 2001
Shares Initial Percentage
Investee Company on hand Investment Cost Balance of ownership
Cost method
Lin Kou Entertainment Co., Ltd. 1 NT$ 5,100 NT$ 5,100 0.10%
(2) The accounting treatment and valuation method are illustrated in Note 2.7
(3) Sin Jing Du Co., Ltd., Jhu Sheng Co. Ltd., Fong Syu Information Co., Ltd. are subsidiary companies of Far
East. However, for the years ended December 31, 2003, 2002 and 2001, the total assets and operating
revenues of a subsidiary are less than 10 percent of the non-consolidated total assets and operating revenue
of Far East, respectively. Irrespectively of the above test, both the total combined assets and operating
revenues of three subsidiaries are less than 30 percent of non-consolidated total assets and operating revenue
of Far East, respectively. In conformity with Rules Governing the Preparation of Financial Statements by
Securities Issuers, the subsidiary¡¦s financial statements are no t required to be consolidated.
(4) As of December 31, 2003, the negative investment balance of long-term investment, NT$ 3,674 thousand
(US$ 111 thousand), resulted from the valuation of Jhu Sheng Co. Ltd., under the equity method is stated as
other liabilities-others in the balance sheet.
(5) For the years ended December 31, 2003, 2002 and 2001, Far East recognized investment loss of NT$ 6,296
F-19

thousand (US$ 191 thousand), NT$ 377 thousand, and NT$0 thousand, respectively, based on the financial
statements of investee companies as the same periods under the equity method.
9) PROPERTY, PLANT AND EQUIPMENT, NET
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Cost and Revaluation Increment
Land $
Buildings
Transportation equipment
Office Equipment
Leased Assets
Other Equipment
Unfinished Construction
Total
Accumulated Depreciation
Buildings
Transportation equipment
Office Equipment
Rental Assets
Other Equipment
Total
Net $
676,792 $ 20,490 $ 878,814 $ 861,526
113,417 3,434 180,967 62,017
11,860 359 10,562 10,562
30,216 915 29,933 14,598
480,787 14,556 160,495 81,106
17,121 518 16,475 12,409
436,722 13,222 -37,523
1,766,915 53,494 1,277,246 1,079,741
24,253 734 13,529 5,539
9,259 280 8,040 6,758
14,727 446 10,671 8,471
8,714 264 3,099 2,332
10,931 331 8,940 7,050
67,884 2,055 44,279 30,150
1,699,031 $ 51,439 $ 1,232,967 $ 1,049,591
(1) Property, plant and equipment of Far East had been revaluated according to government laws and regulations
in 1998 and 1997.
(2) Please refer to Note 2.8) for accounting policy of depreciation.
(3) Depreciation in 2003, 2002 and 2001 amounted to NT$ 23,690 thousand (US$ 717 thousand), NT$ 14,135
thousand, and NT$ 7,373 thousand, respectively.
(4) As of December 31, 2003, 2002 and 2001, the insurance coverage for the above -mentioned property, plant
and equipment amounted to NT$ 304,953 thousand (US$ 9,233 thousand), NT$ 80,662 thousand, and NT$
81,421 thousand, respectively.
(5) Please refer to Note 6 .for property, plant and equipment pledged as collateral.
F-20

10) OTHER ASSETS- OTHERS
The details of land held for development are as follows:
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Ba Du 409,890$ 12,410$ $ -$ -
San Zhi 275,258 8,334 --
Dan Shui
Total
215,234 6,516
900,382$ 27,260$ $
-
-$
-
-
11) SHORT-TERM LOANS
ITEMS 2003
As of December 31,
2002 2001
NT$ US$ NT$ NT$
Secured loans 876,950$ 26,550$ 1,540,135$ 2,441,794$
Unsecured loans 5,000 152 20,450 -
Total 881,950$ 26,702$ 1,560,585$ 2,441,794$
Interest rate 2.9%~6.5% 3.06%~7.9% 3.20%~8.42%
Please refer to Note 6 for assets pledged as collateral to secure these short-term loans.
12) SHORT-TERM NOTES AND BILLS PAYABLE, NET
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Commercial paper 366,600$ 11,099$ 415,000$ 471,500$
Less: Unamortized discounts (326) (10) (268) (422)
Net 366,274$ 11,089$ 414,732$ 471,078$
Interest Rate 1.05%~2.87% 1.47%~2.87% 2.00%~2.10%
Please refer to Note 6 for assets pledged as collateral to secure these short -term bills payable.
F-21

13) SALES REVENUE RECEIVED IN ADVANCE
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Advance real estate receipts $ 650,978 $ 19,709 $ 106,873 1,411,558 $
Advance construction receipts 95 3 36,994
Advance club membership fee receipts
Total
95
17,055 516 17,234 $
668,128 $ 20,228 $ 161,101 1,411,653 $
14) LONG-TERM LIABILITIES - CURRENT PORTION
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Bonds Payable $ 265,131 $ 8,027 $ -$ -
Long-term Loans 359,090 10,872 405,098 540,051
Total $ 624,221 $ 18,899 $ 405,098 $ 540,051
15) OTHER CURRENT LIABILITIES, OTHERS
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Guarantee Deposits Received $ 502,264 $ 15,206 $ 1,527 $ 90
Advance Receipts 2,133 65 2,866 -
Temporary Receipts 4,017 122 4,825 -
Others 755 23 625 4,070
Total $ 509,169 $ 15,415 $ 9,843 $ 4,160
16) BONDS PAYABLE AND CURRENT PORTION
As of December 31,
ITEMS 2003 2002 2001
NT$ US$ NT$ NT$
Convertible Bonds Payable 257,400 $ $ 7,793 $ -$ -
Add: Compensation for Interest Payable 7,731 234 --
Bonds Payable 265,131 8,027 --
Less: Current Portion (265,131) (8,027) --
Bonds Payable after one year $ -$ -$ -$ -
The Company has issued the first convertible debenture bond of Republic of China for the necessary of
development of Bei Tou. The articles are as follows:
F-22

(1) Issued Amount: NT$ 258,000 thousand.
(2) Price: NT$ 100 thousand of each at par, nominated.
(3) Interest: The bonds will not bear interest.
(4) Reimbursement terms and method: None.
(5) Duration of Issuance: 5 years (from January 2, 2003 to January 1, 2008).
(6) Conversion Period: From 3 months after issuance date to 10 days before maturity.
(7) The initial conversion price is NT$ 8.34 per share, which is subject to adjustment according to an agreed
formula whenever there are (a) changes in the number of the Company¡¦s common shares, (b) issues of
securities with rights to convert into or options to subscribe to the Company¡¦s common shares at prices that
are lower than their prevailing market prices, and (c) grants of options to others to subscribe to the
Company¡¦s common hares other than in the case of a capital increase by cash contribution (the conversion
price has become NT$ 6.85 per share since December 31, 2003).
(8) After three months of issuance to the day forty days before maturity, the Company may redeem the bonds at
specified prices (computed using an effective interest rate: A. 3.0% if the redemption occurs in the period
after three months to the second anniversary. B. 4.0% if the redemption occurs in the period from the day
following the second anniversary to the third anniversary. C. 5% if the redemption occurs in the period from
the day following the third anniversary to the forth anniversary D. 0%, namely redeemed at the face value, if
the redemption occurs in the period from the day following the fourth anniversary to the day forty days
before maturity), provided that the average trading prices exceed the then conversion price by 50% for 30
consecutive trade days or the total amount of the outstanding bonds is less than NT$ 25,800 thousand. The
bondholders may require the Company to redeem the bonds within forty days before the second, the third
and the fourth anniversaries of issuance at redemption prices equal to 6.09%, 12.49% and 21.55%,
respectively, of the face value. Other than in the cases of conversion or early redemption mentioned above,
the Company shall redeem the bonds by cash on maturity.
17) LONG-TERM LOANS PAYABLE AND CURRENT PORTIONS
As of December 31,
2003 2002 2001
NT$ US$ NT$ NT$
Secured Bank loans: 990,730$ $ 29,995 862,427$ 541,058$
Less: Current portion due within
one operating cycle (359,090) (10,872) (405,098) (540,051)
631,640$ $ 19,123 457,329$ 1,007$
Interest rate 3.71%~7.85% 5.375%~7.85% 7.035%~7.85%
18) CAPITAL
As of December 31, 2003, the Company¡¦s authorized capital was NT$ 2,718,000 thousand (US$ 82,289
thousand) divided into 271,800 thousand shares, with par value of NT$ 10 (dollars) per share. The issued capital
was NT $ 2,064,690 thousand (US$ 62,510 thousand), divided into 206,469 thousand shares, with par value of
NT$ 10 (dollars) per share.
As of December 31, 2002 and 2001, the Company¡¦s authorized capital both were NT$ 1,800,000 thousand
divided into 180,000 thousand shares, with par value of NT$ 10 (dollars) per shares. The issued capital both
were NT $ 1,725,000 thousand, divided into 172,500 thousand shares, with par value of NT$ 10 (dollars) per
shares.
Based on a resolution at the Board of Stockhold ers¡¦ meeting held on June 14, 2002, earning will be distributed
as stock dividend for stockholders¡¦ dividend and employee bonuses in amount of NT$ 172,500 thousand and
F-23

NT$ 7,000 thousand, respectively, stated as stock dividend to be distributed.
19) DISTIRBUTION OF EARNINGS
(1) The Company¡¦s future dividend policy will take into consideration its needs with respect to capital
expenditure and operating turnover and stockholders¡¦ cash demands, then make distributions out of retained
earnings and capital reserve in accordance with applicable laws and regulations.
(2) In accordance with the Company¡¦s Articles of Incorporation, 10% of the Company¡¦s annual net income,
after paying all taxes and dues and deducting losses of prior years, if any, should be set aside as legal reserve.
The net income after legal reserve shall be allocated as follows:
A. At least 1% of the balance as employees¡¦ bonus;
B. At least 1% of the balances as remuneration to directors and supervisors;
C. The remaining balance may be distributed as stockholders¡¦ dividends and/or special reserve in accordance
with the resolution adopted by the board of directors and approved t the stockholders¡¦ meeting.
D. In principal, future dividends if any, will consist of 20% of more of cash dividends.
(3) According to a regulation of the Securities and Futures Commission (¡§SFC¡¨) promulgated in 1999, a
publicly listed company in the ROC should retain a special reserve, which is equal to the reduction in
stockholders¡¦ equity before distributing annual earnings, which were generated since 1999. If the
aforementioned reduction in stockholder¡¦ equity is reserved, the same amount could be removed from
special reserve and transferred to unappropriated earnings.
(4) According to the explanation issued by the SFC on January 30, 2003 information on the board of directors¡¦
recommendations and shareholders approvals with regard to the appropriation of 2002 earnings can be
obtained from the ¡§Market Observations Post System¡¨ on the website of Taiwan Stock Exchange.
(5) Based on a resolution at the Board of stockholders¡¦ meeting held on November 13, 2003, distributions of
earnings are as follows:
Unit: NT$
Items Amounts
Cash dividends
Stock dividends
Stock dividends- employee bonuses
Remuneration to directors and supervisors
$38,095
$152,381
$ 7,000 (issued 700,000 shares)
$ 1,500
(6) Based on a resolution at the Board of directors¡¦ meeting, distribution of earnings for the year ended
December 31, 2001 for employee bonuses and remuneration to directors and supervisors are as follows:
Diluted Employee bonuses
EPS Amount Shares
Remuneration to
directors and
Stated as supervisors
NT$ 1.84 NT$ 7,000 thousand 700,000 shares Stock dividends $ 1,500 thousand
per share to be distributed
(7) There is no difference between actual payment and distribution resolution at directors¡¦ meeting concerning
employee bonuses and remuneration of director and supervisors.
F-24

20) EARNINGS (LOSS) PER SHARES (EPS)
For the years ended December 31, 2003
Loss per share
Amount (molecule) Weighted average (in NT dollars)
outstanding common Loss before Loss after
Loss before income tax Loss after income tax shares (denomination) income tax income tax
NT$ US$ NT$ US$ NT$ NT$
Basic loss per share
Comprehensive loss, net $ (368,874) $ (11,167) $ (409,718) $ (12,404) 206,469,018 shares $ (1.79) $ (1.98)
Consolidated loss, net $ (409,744) $ (12,405) $ (1.98)
Unit: NT$
For the year ended December 31, 2002
Earnings per share
Amount (molecule) Weighted average (in NT dollars)
Income before Income after outstanding common Income Income after
income tax income tax shares before income tax
Basic earnings per share
Comprehensive income, net $ 142,336 $ 120,209 190,450,000 shares $ 0.75 $ 0.63
Consolidated income, net $ 118,146 $ 0.62
Unit: NT$
For the year ended December 31, 2001
Earnings per share
Amount (molecule) Weighted average (in NT dollars)
Income before Income after
income tax income tax
Income
outstanding common before Income after
shares (denomination) income tax income tax
Basic earnings per share
Comprehensive income, net $ 333,149 $ 327,134 172,500,000 shares $ 1.93 $ 1.90
Consolidated income, net $ 326,865 $ 1.89
F-25

21) INCOME TAX EXPENSES
As of December 31,
(1)Deferred income tax liabilities and assets¡G 2003 2002 2001
NT$ US$ NT$ NT$
A. Deferred income tax liabilities $ -$ -$ -$ -
B. Deferred income tax assets 45,151$ 1,367$ 22,124$ 60,070$
C. Allowance for deferred income tax assets 16,897$ 512$ 10,254$ 30,130$
D. Temporary differences:
Deferred selling expenses 1,505$ 46$ 360$ 57,644$
Stated on Percentage-of-Completion 42,289 1,280 11,227 10,820
Redution of inventory to market 3,340 101 -1,996
Pension 7,897 239 6,592 5,026
Above quota of allowance for bad debt --30,165 -
Depreciation of exchange of properties 13,385 405 5,354 -
E.Prior year loss carryforwards 28,047$ 849$ 8,699$ 41,200$
$ -
(2)Deferred income tax assets-current 11,262$ 341$ 15,773$ 34,117$
Allowance for deferred income tax assets-current (314) (10) (5,335) (7,092)
Deferred income tax assets-current 10,948 331 10,438 27,025
Deferred income tax liabilities-current ----
Net 10,948$ 331$ 10,438$ 27,025$
(3)Deferred income tax assets- non-current 33,889$ 1,026$ 6,350$ 25,953$
Allowance for deferred income tax assets- non-current (16,584) (502) (4,918) (23,038)
Deferred income tax assets- non-current, net 17,305 524 1,432 2,915
Deferred income tax liabilities- non-current ----
Net 17,305$ 524$ 1,432$ 2,915$
(4) Adjustments of income tax expenses 2003 2002 2001
Income tax payable $ -$ -$ (4,056) $ (6,180)
Recognition of employee benefits 286 9 (420) (35)
10% additional corporate income tax (57,409) (1,738) -(77)
Recognition of pension cost (292) (9) 122 277
Prior year loss carryforwards 16,165 489 (15,102) -
Recognition of deferred selling expense --(11,849) -
Recognition of percentage-completion method 7,765 235 566 -
Above quota of allowance for bad debt (7,541) (228) 7,541 -
Recognition of depreciation of properties exchange --1,071 -
Others 182 5 --
Income tax expense $ (40,844) $ (1,237) $ (22,127) $ (6,015)
(5) Information relating to the imputation credit account (ICA) is summarized as follows:
As of December 31,
Imputation credit account balance 2003 2002 2001
Radium Life $ 11,223 $ 340 $ 33,779 $ 36,504
Tai Chen 2,759 84 2,459 8,215
Far East ----
Total $ 13,982 $ 423 $ 36,238 $ 44,719
Expected creditable ratio for earnings distribution 2003 2002 2001
Radium Life 0.00% 0.00% 5.26% 4.49%
Tai Chen 0.00% 0.00% 35.04% 33.84%
Far East 0.00% 0.00% 0.00% 0.00%
(6)Unappropriated retained earnings
Before 1997 $
After 1997
¡@¡@Total $
As of December 31,
2003 2002 2001
-$ -$ 49,439 $ 49,439
(147,377) (4,462) 423,959 605,435
(147,377) $ (4,462)$ 473,398 $ 654,874
(7) The Company¡¦s income tax returns through 1999 have been assessed and approved by the Tax Authority
except 1998 return. The Company unconvinced of the determination by the National Tax Administration
already appeals the determination in accordance with the pro vision of the Law of Appeal for 1998 return.
F-26

22) PENSION
The net pension cost is computed based on an actuarial valuation in accordance with the provision of SFAS
No.18, which requires consideration of pension cost components. The funding status of the pension plan is listed
as follows:
For the years ended December 31,
2003 2002 2001
NT$ US$ NT$ NT$
(1) The funding status of the pension plan is listed as follows:
Vested benefit obligation (5,128) $ (155) $ (4,636) $ $ -
Non-vested benefit obligation (7,696) (233) (7,411) (9,719)
Accumulated benefit obligation (12,824) (388) (12,047) (9,719)
Additional benefits based on future salaries increase(1,863) (56) (1,856) (2,429)
Projected benefit obligation (14,687) (444) (13,903) (12,148)
Fair value of plan assets 6,673 202 5,693 4,683
Funds status (8,014) (242) (8,210) (7,465)
Unrealized transition 1,422 43 1,560 1,683
Unrealized pre-period service cost ----
Unrealized plan gain or loss (2,665) (81) (1,303) (596)
Additional pension liabilities ----
Accrued pension liabilities for the year ended (9,257) $ (279) $ (7,953) $ (6,378) $
(2) The components of net periodic pension cost are as follows:
Service cost 1,991 $ $ 60 2,030 $ 1,991 $
Interest cost 487 15 513 520
Expected return on plan assets (215) (7) (197) (37)
Amortization of transition obligation 123 4 123 123
Amortization of loss (gain) on pension ---35
Gain (loss) on cutailment or settlement (189) (6) --
Net pension cost 2,197 $ $ 66 2,469 $ 2,632 $
(3) Actuarial assumption 2003 2002 2001
Discount Rate 3.5% 4.5% 4.5%
Rate of salary adjustment 2.0% 3.0% 3.0%
Expected return on plan assets 3.5% 4.5% 4.5%
Note: Far East have yet established their own pension plans.
(4) Funds status
ITEMS
Beginning balance
Payable in the beginning
Recognized amount
Interest amount
Payable in the end
Ending balance
For the years ended December 31,
2003 2002 2001
NT$ US$ NT$ NT$
5,693 $ $ 172 4,683 $ 3,592 $
752 67 83
892 27 902 911
87 3116164
(74) (2) (75) (67)
6,673 $ $ 202 5,693 $ 4,683 $
F-27

23) PERSONNEL EXPENSES, DEPRECIATION, DEPLETION AND AMORTIZATION:
The Company¡¦s expenses relating to personnel, depreciation, depletion and amortization for the years ended
December 31,2003 and 2002 are as follows:
For the year ended December 31,2003
Nature Operating Cost Operating Expenses Total
NT$ US$ NT$ US$ NT$ US$
Personnel
Salaries $ 9,116 $ 276 $ 46,699 $ 1,414 $ 55,815 $ 1,690
Labor and health
insurance 1,111 34 3,691 112 4,802 146
Pension 67 2 825 25 892 27
Others 112 3 2,117 64 2,229 67Total $ 10,406 $ 315 $ 53,332 $ 1,615 $ 63,738 $ 1,931
Depreciation $ 11,501 $ 348 $ 12,359 $ 374 $ 23,860 $ 722
Amortization $ -$ -$ 762 $ 23.07 $ 762 $ 23.07
For the year ended December 31,2002
Unit: NT$
Nature Operating cost Operating expenses Total
Personnel
Salaries $ 16,613 $ 37,546 $ 54,159
Labor and health
insurance 998 2,151 3,149
Pension 294 2,223 2,517
Others 463 4,088 4,551
¡@¡@Total $ 18,368 $ 46,008 $ 64,376
Depreciation $ 4,769 $ 9,367 $ 14,136
Amortization $ -$ 296 $ 296
F-28

1. RELATED PARTY TRANSACTIONS
   The Company¡¦s significant transactions with related parties for the y ears ended December 31, 2003, 2002 and 2001
   were summarized as follows:
   1) NAMES AND RELATIONSHIPS OF RELATED PARTIES
   Name of related parties Relationship
   Rong Sian Lin The chairman of the company
   Wan Ying You The director of the Company
   Run Song Lin Ciou The second-grade relatives of the president of the Company
   Rong Huan Lin The second-grade relatives of the president of the Company
   Yu Ling Cai The chairman of the Tai Chen
   Jhu Sheng Co., LTD Equity investee of Far East
   Sin Jing Du Co., LTD Equity investee of Far East (been sold in September,2003)
   Jin Ye Co., LTD The legal entity supervisor of the Company
   Rih Jyun Investment Co. The director of the Company
   Radium Education Foundation Share the same chairman with the company
   Jhao Shih Wei Architect Firm The chairman of the firm is the second-grade
   relatives of the director of the Company
   Young Jia Jhan Co. The chairman of the Yong Jia Jhan is the second-grade
   relatives of the chairman of the Company
   2) SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES
   (1) Operating revenues
   For the years ended December 31,
   2003 2002 2001
   Name of
   related parties NT$ US$ % NT$ % NT$ %
   Yong Jia Jhan Co. 131,189$ 3,972$ 7.47% $ 12,420 0.69% $ --
   Radium Education
   Foundation -----1,905 0.14%
   Total 131,189$ 3,972$ 7.47% $ 12,420 0.69% $ 1,905 0.14%
   Note:
   A. There is no significant difference of above-mentioned related party with regular customers.
   B. The consolidated operating revenues of 2003 and 2002 is NT$ 1,756,253 thousand (US$ 53,171 thousand)
   and NT$ 1,792,283 thousand, respectively.
   F-29

(2) Purchases (Design)
Portions of constructions business of the Company are contracted by the Jhao Shih Wei Architect Firm. The design
expenses of 2003, 2002 and 2001 are NT$ 4,564 thousand (US$ 138 thousand), NT$ 4,048 thousand, and NT$ 0,
respectively.
(3) Other receivables
As of December 31,
2003 2002 2001
Name of
related parties NT$ US$ % NT$ % NT$ %
Jhu Sheng Co., Ltd. $ 825 $ 25 4.97% $ --$ --
(4) Notes payables
As of December 31,
2003 2002 2001
Name of
related parties NT$ US$ % NT$ % NT$ %
Jhao Shih Wei
Architect Firm $ 3,189 $ 97 7.32% $ --$ --
(5) Advance Construction receipts
As of December 31,
2003 2002 2001
Name of
related parties NT$ US$ % NT$ % NT$ %
Run Song Lin Ciou $ 95 $ 3 0.01% $ 95 0.06% $ 95 0.01%
(6) Other payables - financing
As of December 31,
2003 2002 2001
Ending Maximu Ending Maximu
Name of Ending amount Maximum amount amount m amount amount m amount
related parties NT$ US$ NT$ US$ NT$ NT$ NT$ NT$
Rong Sian Lin $ -$ -9,500 $ 288$ 9,500$ 17,250 $ 7,500$ 7,500$
You Wan Ying --7,000 212 7,000 12,700 --
$ -$ -16,500 $ $ 7,500
The financing to the related parties was for working capital purposes, and didn¡¦t set the period of reimbursement
and collateral, and didn¡¦t pay interest.
F-30

(7) Guarantee deposit received and rental income
2003 2002 2001
(Note A) (Note B) (Note A) (Note B) (Note A) (Note B)
Guarantee Guarantee
Name of related Guarantee Rental deposit Rental deposit
parties Purpose Rental Income deposit received Income received Income received
NT$ US$ NT$ US$ NT$ NT$ NT$ NT$
Jin Ye Co., LTD Office on 5-2f, No.270 $ 114 $ 3 $ --$ 115$ 30$ 116$ 30$
, Sec.4, Chung Hsiao
E. Rd. , Taipei
Radium Education 114 3 --115 30 116 30
Foundation "
Rih Jyun Co., LTD " 114 3 --115 30 116 30
Jhu Sheng Co., LTD 1F, 2F and 2-1F, 1,047 32 ------
No.155,Tai Yuan
Rd., Taipei
Sin Jing Du Co., LTD No.31, Pin Yon Rd., 114 3 ------
Taipei
Total 1,503 $ 44 $ $ --$ 345$ 90$ 348$ 90$
Note:
A. The interest of guarantee deposit received is included in above-mentio ned amount.
B. The amount is included in other current liabilities.
(8) Others-guarantor for loans
A. As of December 31, 2003, the related parties provided their real estate as the pledge for the company¡¦s
bank loans are as follows:
Name of related parties Name of real estate
Rong Sian Lin Properties on Sec.4, Chung Hsiao E. Rd.
Rong Sian Lin Si Ban Village, San Jhih Township, Taipei
B. As of December 31, 2002, the Company purchased portions of land held for development on Chong Cing
South Rd., Rong Sian Lin offered personal real estate as collateral.
C. As of December 31, 2003 and 2002, the Company engaged Grand Bills Financial Co. as the guarantor for
the Company¡¦s issuance of commercial notes in the amounts of NT$ 170,000 thousand and NT$ 115,000
thousand, respectively. The related parties, Rong Sian Lin and Wan Ying You offered their personal real
estate as collateral.
D. As of December 31, 2003 and 2002, Yu Ling Cai, Wan Ying You and Rong Sian Lin were the guarantors
for the Tai Chen¡¦s bank loan from Taipei Bank-Da An brand in the amount of NT$ 10,400 thousand for
both years.
F-31

1. PLEDGED ASSETS
   As of December 31, 2003, 2002 and 2001, the assets as follows were pledged as collateral for executing agreement
   and loans from financial institution
   ITEMS 2003
   NT$
   Properties held for sale $ 874,388 $
   Construction in progress 296,378
   Land held for development 900,382
   Unfinished construction 436,722
   Land 665,729
   Buildings, Net 86,521
   Transportations, Net -
   Rental Assets- Land 329,290
   Rental Assets- Buildings 142,581
   Restricted assets- Current 93,028
   Restricted assets- Noncurrent 30,646
   Guarantee deposit paid 80,072
   Total $ 3,935,737 $
   As of December 31,
   2002 2001
   US$ NT$ NT$
   26,473 $ 677,171 $ 1,519,950
   8,973 296,378 246,078
   27,260 858,450 643,216
   13,222 333,506 333,506
   20,155 867,751 850,463
   2,619 164,707 53,659
   --2,299
   9,969 63,447 63,447
   4,317 14,353 14,769
   2,816 -928
   15,120 10,573
   2,424 30,053 -
   119,156 $ 3,320,936 $ 3,737,960
2. COMMITMENTS AND CONTINGENT LIABILITIES
   1) As of December 31, 2003, 2002 and 2001 the list of co-construction with landowner was summarized as follows:
   As of December 31,2003
   Projected Construction deposit paid
   Landowner Site No. completion date until December 31, 2003 Remarks
   Jhou Lin No 868, San June, 2004 NT$ 6,000 Partial co-
   Jun yun Xing Sec., Hsin construction
   Yi District
   As of December 31,2002
   Projected Construction deposit paid
   Landowner Site No. completion date until December 31, 2002 Remarks
   Jhou Lin No 868, San June, 2004 NT$ 6,000 Partial co-
   Jun yun Xing Sec., Hsin construction
   Yi District
   F-32

As of December 31,2001
Construction Landowner Site No. completion date until December 31, 2001 Remarks
Hsin Yi Jhou Lin No 868, Sub-November, 2003 NT$ 6,000 Partial co-
Jun yun Sec1, San Xing construction
Sec., HsinYi
District
677, 681, 682, Partial co-
Chong Nan Huang and 683, October, 2002 23,100 construction
Syong Ji Gongyuan Sub-
and other 5 Sec 2,
people Jhongjheng
District, Taipei
No. 188,
Not yet estimated 1,500 Partial co-
Peng Lai Wu Shih
Yuanhuan Sub-
Yu Fen
Sec3., Datong construction
District, Taipei
$ 30,600
2) As of December 31, 2003, 2002 and 2001, the Consolidated Company¡¦s significant construction contracts with
sub-contractors totaled approximately NT$ 269,368 thousand (US$ 8,155 thousand), NT$ 258,323 thousand,
and NT$ 1,181,679 thousand, and Consolidated Company had paid NT$ 169,566 thousand (US$ 5,134
thousand), NT$ 85,606 thousand, and NT$ 798,330 thousand, respectively, which was stated as Construction-
in-Progress, in accordance to the progress of the construction.
3) As of December 31, 2003, 2002 and 2001, the Company issued guarantee notes for loans and purchase of cars in
the amount of NT$ 78,000 thousand (US$ 2,361 thousand), NT$ 425,500 thousand, and NT$ 120,900 thousand,
respectively.
4) As of December 31, 2003 and 2002, the Company had supplied certificated of deposits in the amount of NT$
30,646 thousand (US$ 928 thousand) and NT$ 15,120 thousand of CD as the mortgage for customers executing
loans agreement. As of December 31, 2001, the Company has supplied deposits in the amount of NT$ 10,000
thousand of CD as the mortgage for the owner of the lands exe cuting loans agreements.
5) The Company has singed a contract with I Din Development Co., Ltd. in 1999, stipulated that the Company will
pay NT$ 75,000 thousand to purchase all of the shares of Shuttle Development Co., Ltd., in exchange of
Shuttle¡¦s inves tment priority in Taipei MRT for Hsin-Tien Joint Development plan; in addition, the contract also
required the Company to pay I Din NT$ 25,000 thousand (including VAT) as the rewards of hiring the latter as
the consultant associated with Hsin-Tien Joint Development plan.
As with the above-mentioned joint development plan, the Company has signed the Joint Development
Investment Contract of Taipei Metropolitan MRT with Taipei City Government on December 18, 2001, which
stipulated that 130 lots of land would be offered by Taipei City Government and other landowners, with total
90,658.48 square meters, to the Company for the real estate development in residential and commercial
buildings, as well as shopping malls. As stated in the contract, the equity allocation between the Company and
the landowners, including Taipei City Government, should be agreed upon by all related parties within 8
months, and the Company should pay NT$ 439,046 thousand to Taipei City Government, as the repayment of
the plan¡¦s basic design ing fee, the expenditure associated with the detailed design and construction of MRT
facilities¡¦ joint structure; besides, the Company should pay performance bond of NT$ 474,810 thousand within
F-33

30 days upon its receipt of the contract. As of December 31, 2 003, the performance bond issued by Cooperative
Bank, on behalf on the Company, was NT$ 106,088 thousand.
6) The Company has signed a joint-venture contract with Nan-Po Chemical Co. Ltd. on April 24, 2003, to acquire
the real estate of Yong Chun (Jiao 19 and Jiao 21) and join the development, with the contract price of NT$
2,006,464 thousand. As of December 31, 2003, the Company had paid NT$721,461 thousand, which was stated
as Construction in Progress and Prepayment; also, the Company had received fulfillment deposit of NT$
500,000 thousand from Nan-Po to ensure full commitment. As of this fiscal year end, title transfer of underlying
real estate is being processed.
8. SIGNIFICANT DISASTER LOSS: None.
9. SIGNIFICANT SUBSEQUENT EVENTS: None.
10.OTHERS:
1) SIGNIFICANT EVENTS:
The Company has signed a pre-sale contract with Jhong Rih Publishing Co. on December 7, 2001, to sell unit
A1, A2 and the basement of Chung Nan Case at a selling price of NT$ 1,026,490 thousand (sales tax inclusive)
in total. The Comp any has recognized sales revenue of NT$ 1,011,826 thousand, and operating cost of NT$
631,786 thousand during 2002 and 2001. However, the above transaction had been reversed as a sales return in
2003, resulting in a reduction of combined sales revenue of NT$ 1,011,826 thousand, a reduction of operating
cost of NT$ 631,786 thousand, and thus a reduction of combined operating profit of NT$ 380,039 thousand, and
a reduction of combined profit before tax of NT$ 380,039 thousand.
2) ACCOUNTS RECLASSIFIED
Certain accounts in the financial statements of the Consolidated Company as of December 31, 2002 and 2001
have been reclassified to conform to the presentation of the current period.
F-34

3) IN ACCORDANCE TO SFAS NO. 27, ¡§DISCLOSURES OF FINANCIAL INSTRUMENT¡¨:
(1) Information on derivative financial instruments: None.
(2) Non-derivative financial instruments:
As of December 31,
2003 2002 2001
Non-derivative financial instruments Book value Fair value Book value Fair value Book value Fair value
NT$ US$ NT$ US$ NT$ NT$ NT$ NT$
Assets
¡@Cash and cash equivalants $ 139,810 $ 4,233 $ 139,810 $ 4,233 $ 606,899 $ 606,899 $ 52,074 $ 52,074
¡@Short-term investments, Net 5,983 181 5,983 181 4,768 4,768 5,101 5,101
¡@Notes and accounts receivable 332,588 10,070 332,588 10,069 1,454,893 1,454,893 26,939 26,939
¡@Restricted assets- current 93,028 2,816 93,028 2,816 ----
¡@Long-term equity investment 5,100 154 5,100 154 11,722 11,722 5,100 5,100
¡@Restricted assets-noncurrent 30,646 928 30,646 928 15,120 15,120 10,573 10,573
Liabilities
¡@Short-term loans and bills payable 1,248,224 37,791 1,248,224 37,791 1,975,317 1,975,317 2,912,872 2,912,872
Notes and accounts payable 187,358 5,672 187,358 5,672 173,944 173,944 139,049 139,049
¡@Long-term loans 631,640 19,123 631,640 19,123 457,329 457,329 1,007 1,007
Long-term loans payable
- current portion 624,221 18,899 624,221 18,899 405,098 405,098 540,051 540,051
Method and assumptions used by the Consolidated Company to estimate the fair value of financial instruments are
as follows:
A. The book value of short -term financial instruments on the balance sheet is estimated to be their fair value.
Since such financial instruments will soon be mature, the book value should be a reasonable basis to estimate
fair value. Such basis is applicable to cash and cash equivalents, notes and accounts receivable, restricted
deposits (restricted assets), notes and accounts payable, short-term loans, and short-term bills payable.
B. Market value of the short-term investments is determined by the average closing price of the last month of the
fiscal year. The market value of an open-end fund is the net asset value of the fund at the balance sheet date.
C. The fair values of long-term investments accounted for under the equity method are the underlying equity in
the net assets of the investee companies. The fair values of long-term investments accounted for under the cost
method are their book values.
D. The fair value of long-term bank loans is based on their book value because there are no significant difference
between the present value of future cash flows and the carrying value as the related interest rates approximate
the market rates.
11. DISCLOSURES REQUIRED
1) INFORMATION ON SIGNIFICANT TRANSACTIONS:
(1) Loans to others: None.
(2) Endorsements and guarantees for others: Please refer to schedule 1.
(3) Marketable securities held on December 31, 2003: Please refer to schedule 2.
(4) Cumulative buying or selling of one specific security exceeding NT$ 100,000 thousand or 20% of paid-in
capital: None.
(5) Acquisition of real estate in excess of NT$100,000 thousand or 20% of paid-in capital: Please refer to
schedule 3.
F-35

(6) Disposals of real estate in excess of NT$100,000 thousand or 20% of paid -in capital: None.
(7) Purchases from and sales to related parties in excess of NT$ 100,000 thousand or 20% of paid-in capital:
Please refer to Schedule 4.
(8) Receivables from related parties in excess of NT$100,000 thousand or 20% of paid -in capital: None.
2) INFORMATION ON INVESTMENT OF INVESTEE COMPANIES :
Please refer to schedule 5.
(1) Loans to others: None.
(2) Endorsements and guarantees for others: None.
(3) Marketable securities held on December 31, 2003: None.
(4) Cumulative buying or selling of one specific security exceeding NT$ 100,000 thousand or 20% of paid -in
capital: None.
(5) Acquisition of real estate in excess of NT$100,000 thousand or 20% of paid -in capital: None.
(6) Disposals of real estate in excess of NT$100,000 thousand or 20% of paid -in capital: None.
(7) Purchases from and sales to related parties exceeding the lower of NT$ 100,000 thousand or 20% of paid-in
capital: None.
(8) Receivables from related parties exceeding NT$100,000 thousand or 20% of paid-in capital: Please refer to
schedule 6.
3) INFORMATION ON INVESTMENT IN MAIN LAND CHINA: None.
12. Segmental financial information:
1) Financial information by industry segment: The Company primarily engages in the business of commitment of
constructions, sales and lease of residential and commercial buildings. As for Tai Chen, the prime business
activity is construction. The main business activities of Far East were gymstadium club. The numbers of
employees were 27 on December 31, 2003.
2) Financial information by geographic area: Not applicable as the Company operations are mainly located in
Taiwan.
3) Financial information on exports sales: not applicable.
4) Information of major customers:
2003 2002 2001
Customers NT$ US$ % NT$ % NT$ %
Jhong Rih
Publishing Co. -$ -$ -407,096 $ 22.71 610,644 $ 43.79
The consolidated gross operating revenue amounted NT$ 1,756,253 thousand (US$ 53,171 thousand), NT$
1,792,283 thousand and NT$ 1,394, 591 thousand for 2003, 2002 and 2001, respectively.
F-36

Schedule 1) Endorsements and guarantees for others:
A)As of December 31, 2003
Name
Beneficiary of the
guarantee
Relationship
with the
Company
The limit of
guarantee for
an individual
enterprise
Maximum
balance
during the
period
Balance as
of
December
31, 2003
The amount of
guarantee with
collateral placed
The ratio of the
accumulated
guarantee to the net
asset value of the of
company as of
December 31,2003
The ceiling for
total guarantee
amount
NT$ US$ NT$ US$ NT$ US$ NT$ US$ NT$ US$
Radium Life Jhou Lin Jin Yun None $ 771,342 $ 23,353 $ 46,800 $ 1,417 $ 46,800 $ 1,417 $ -$ -
Syu Siou Fen and None 41,336 1,251 30,646 928 30,646 928
other 32 people
960,000 29,064
4.02%
164.88%
$ 1,285,570
-
$ 38,921Total $ 77,446
Far East Radium Life ¡X --$ 960,000

B)As of December 31, 2002
Guarantor Name
Beneficiary of the
guarantee
Relationship with
the Company
The limit of
guarantee for an
individual enterprise
Maximum balance
during the period
Balance as of
December 31, 2002
The amount of
guarantee with
collateral placed
The ratio of the
accumulated guarantee
to the net asset value of
the of company as of
December 31,2002
The ceiling for
total guarantee
amount
Radium Life Jhou Lin Jin Yun None $ 1,002,251 $ 46,800 $ 46,800 $ -
Syu Siou Fen
and other 13 people None 1,002,251 15,120 15,120 15,120
Total $ 61,920 2.47% $ 1,670,418
Far East Radium Life ¡X -$ 626,312 626,312 130.69% -
C)As of December 31, 2001: None

Schedule 2) The details of marketable securities held :
A)As of December 31, 2003
The Company Type of marketable securities The relationship with the Company General ledger accounts
As of December 31,2003
Number of shares Book Value Ownership % Market Value
NT$ US$ NT$ US$
Radium Life Mutual Funds None short -term investments 1,000,000 $ 10,000 $ 303 -$ 5,480 $ 166
Radium Life Mutual Funds None short -term investments 50,000 500 15 -503 15
-
10,500 318 5,983
Radium Life Common Stock of Lin Kou Co. None long-term investments 1 5,100 154 0.10 -
Radium Life Common Stock of Tai Cheng Subsidiary long-term investments 17,012,409 75,719 2,292 93.57 8.67 per share
Radium Life Prefered Stock of Tai Cheng Subsidiary long-term investments 5,000,000 50,000 1,514 --
Radium Life Common Stock o f Far East Subsidiary long-term investments 18,784,404 913,701 27,663 99.92 30.39 per share
Far East Common Stock of Jhu Sheng Co. Investee company long-term investments 300,000 --45.45 (12.25) per share
accounted for under the
equity method of subsidiary

B)As of December 31, 2002
The Company Type of marketable securities The relationship with the Company General ledger accounts
As of December 31,2002
Number of shares Book Value Ownership % Market Value
Radiu m Life Mutula Funds None short -term 1,000,000 $ 10,000 -$ 4,370
investments
Radium Life Mutula Funds None " 50,000 500 -398
10,500 4,768
Radium Life Common Stock of Lin Kou None long-term 1 5,100 0.10 -
investments
Radium Life Common Stock of Tai Cheng Subsidiary " 17,012,409 118,618 93.57 11.06
Radium Life Common Stock of Tai Cheng Subsidiary " 5,000,000 51,595 --
Radium Life Common Stock of Far East Subsidiary " 6,984,404 821,549 99.78 68.46
Far East Common Stock of Shin Jin Du Co. Investee company " 300,000 2,996 100.00 9.99
accounted for under the
equity method of subsidiary
Far East Common Stock of Jhu Sheng Co. " " 300,000 2,629 100.00 8.76
Far East Common Stock of Fong Syu Co. " " 100,000 997 100.00 9.97

C)As of December 31, 2001
The Company Type of marketable securities The relationship with the Company General ledger accounts
As of December 31,2002
Number of shares Book Value Ownership % Market Value
Radium Life Mutula Funds None short -term 1,000,000 $ 10,000 -$ 4,650
investments
Radium Life Mutula Funds None " 50,000 500 -451
10,500 5,101
Radium Life Common Stock of Lin Kou None long-term
investments
1 5,100 0.10 -
Note: Above-mentioned transactions between the Company and its consolidated subsidiaries had been eliminated during preparation of consolidated financial statement
F-41

Schedule 3) Acquisition of real estate in excess of NT$ 100,000 thousand or 20% of paid -in capital balance
A)For the year ended December 31, 2003
Owner
Name of
Properties
Date of
Transaction
Amount of
Transaction
Amount
been paid
Name of
Transaction
party
Relationship
with the
Company
Transaction
Price Basis
Intention
of
Purchasing
Other
Agreements
NT$ US$ NT$ US$
Nan Pao Real estate Construct To obtain the
Radium Life
59th to 60 of land
location number 94, 94-
April 24,
$ 1,469,604 $ 44,493 $ 210,166 $ 6,363 Resins None appraisal to sell privilege to
1,94-3, 94-5, 142 and 2003 Chemical statement develop and
142-1, sub-section 4 ,
section Young Ji,
District Hsin Yi, Taipei
Co., Ltd invest Yong
Chen station
of Nan Gang
line of MRT
B)For the year ended December 31, 2002
Name of Date of Amount of Amount Name of Relationship Transaction Intention Other
Owner Transaction with the of
Properties Transaction Transaction been paid party Company Price Basis Purchasing Agreements
Radium Number 683, Sec. 3
Jhong Jheng District
October 23,
2001 for
$ 112,162 $ 112,162 Cheng Hong
Cai
None None None None
Taipei order
May 2,
2003 for transfer
F-42

Schedule 4) Purchases from or sales to related parties exceeding NT$ 100,000 thousand or 20% of paid -in capital:
A)For the year ended December 31, 2003
Discription of and reasons for
Term of transactions
differences in transaction
terms compared to non-related
Accounts and notes receivable (payable )
Company
Name of
related parties
Relationship
with the
Company
party transactions
Type of
Transaction
NT$ US$
Percentage of
total (sales)
purchases
Credit
terms Price Duration
Balance
% of total accounts
and notes
receivable(payable)NT$ US$
Radium Life Tai Chen Subsidiary Subconstruction
$ 86,903 $ 2,631 15.23 depends on
Contract
--$ 107,650 $ 3,259 67.33
B)For the year ended December 31, 2002
Discription of and reasons for
Term of transactions differences in transaction
terms compared to non-related
Accounts and notes receivable (payable)
Name of Relationship
party transactions
Percentage Credit % of total accounts
with the Type of Amount of total (sales) and notes
The Company related parties Company Transaction purchases terms Price Duration Balance receivable payable)
Radium Life Tai Chen Subsidiary Sub$
506,525 71.57 depends on --$ 155,330 72.64
Tech Co., Ltd Construction construction Contract
Co., Ltd
Tai Chen Far East Sub$
119,585 18.74 depends on --$ 97,342 32.31
Construction Co., Ltd construction Contract
Co., Ltd
F-43

C)For the year ended December 31, 2001 : None
Note: Above-mentioned transactions between the Company and its consolidated subsidiaries had been eliminated during preparation of consolidated financial statement.
F-44

Schedule 5) Information of investee companies:
A)As of December 31, 2003
Investor Investee Address
Major operating
activates
Original investment amount
at December 31,
Holding status as of December 31, 2003
Net income (loss)
of the investee
Investment income
(loss)
recognized by the
Company
2003 2002
Number of
shares
% of ownership Book value
NT$ US$ NT$ NT$ US$ NT$ US$ NT$ US$
Radium Life Common Stock of
Tai Cheng
Room 2, 5F, No.
270 Sec.4, Chung
Hsiao E. Rd., Taipei
Civil engineering $ 65,500 $ 1,983 $ 65,500 17,012,409 93.57% $ 75,719 $ 2,292 $ (43,447) $ (1,315) $ (42,898) $ (1,299)
Radium Life Preferred Stock of
Tai Cheng
" Civil engineering 50,000 1,514 50,000 5,000,000 50.00% 50,000 1,514 --3,000 91
Radium Life Common Stock of
Far East
No.29, Pingyang
St., Datong District,
Taipei
Gymstadium 963,525 29,171 845,525 18,784,404 99.92% 913,701 27,663 (25,875) (783) (25,849) (783)

B)As of December 31, 2002
Original investment
Net income
Investment
Investor Investee Address
Major operating
activities
amount as of
December 31,
Holding status as of December 31, 2002
(loss)
of the investee
income
(loss)recognized
by the Company2002 2001 Number of shares % of ownership Book value
Radium Life
Tech Co., Ltd
Tai Chen Construction
Co., Ltd- Common Stock
Room 2, 5F, No. 270
Sec.4, Chung Hsiao E
Rd., Taipei
civil engineering $ 65,500 $ 65,500 17,012,409 93.57% $ 118,618 $ (4,777) $ (31,086)
" Tai Chen Construction
Co., Ltd- preferred Stock
" " 50,000 -5,000,000 50.00% 51,595 --
" Far East Co., Ltd No.29, Pingyang St.,
Datong District, Taipei
gym stadium 845,525 785,659 6,984,404 99.78% 821,549 298,364 (15,961)
Far East Co.,
Ltd.
Sin Jing Du Co., Ltd 1F, No.155, Tai Yuan
St., Datong District,
Taipei
restaurant 3,000 -300,000 100.00% 2,996 (4) (4)
Jhu Sheng Co., Ltd. 2F, No.155, Tai Yuan
St., Datong District,
Taipei
restaurant 3,000 -300,000 100.00% 2,629 (371) (371)
Fong Syu Information
Co. Ltd.
Room 2, 5F, No. 270
Sec.4, Chung Hsiao E
Rd., Taipei
restaurant 1,000 -100,000 100.00% 997 (3) (3)

C)As of December 31, 2001 : None
Note: Above-mentioned transactions between the Company and its consolidated subsidiaries had been eliminated during preparation of consolidated financial statement.
F-47

Schedule 6) Receivable from related parties exceeding NT$ 100,000 thousand or 20% of paid -in capital:
A)As of December 31, 2003
Company as the
creditor
Name of the
counter party
Relationship
with the
creditor
Balance of receivable from related
parties
Turnover Rate
Overdue Receivable
Subsequent collection
Balance of
allowance for
bad debtsAmount
Action Adopted for
overdue accounts
NT$ US$ NT$ US$
-
Tai Chen Radium Life Parent-
Subsidiary
Accounts
Receivable
$ 107,650 $ 3,259 240.32% --$ -$ -
B)As of December 31, 2002
Company as the
creditor
Name of the
counter party
Relationship
with the
creditor
Balance of receivable from
related parties
Turnover Rate
Overdue Receivable
Subsequent collection
Balance of
allowance for
bad debts
Amount
Action adopted for
overdue accounts
Tai Chen Radium Life
Parent-
Subsidiary
Accounts
Receivable
$ 155,330 254.05% --$ 7,381 -
C)As of December 31, 2001 : None
Note: Above-mentioned transactions between the Company and its consolidated subsidiaries had been eliminated during preparation of consolidated financial statement.
F-48

RADIUM LIFE TECH CO., LTD.
UNAUDITED FINANCIAL STATEMENTS
WITH REVIEW REPORT OF
INDEPENDENT ACCOUNTANTS
September 30, 2004 AND 2003
The reader is advised that these financial statements have been prepared originally in Chinese. In
the event of a conflict between these financial statements and the original Chinese version or
difference in interpretation between the two versions, the Chinese language financial statements
shall prevail.
F-49

Review Report of Independent Accountants
To: The Board of Directors and Stockholders of
Radium Life Tech Co. Ltd.,
We have reviewed the accompanying balance sheets of Radium Life Tech Co. Ltd. as of September 30, 2004 and 2003,
and the related statements of operations and cash flows for the nine months then ended, all expressed in New Taiwan
dollars. These financial statements are the responsibility of the Company¡¦s management. Our responsibility is to issue a
report on these financial statements based on our review.
Except for the matters described in the next paragraph, we conducted our reviews in accordance with Statement of
Auditing Standards No. 36 ¡§Review of Financial Statements¡¨ issued by the Auditing Committee of the Accounting
Research and Development Foundation of the Republic of China. A review consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in Republic
of China and thus provides less assurance than an audit. We have not performed an audit. Accordingly, we do not
express such an opinion.
As stated in Note 4.8 to the financial statements, we did not review the financial statements of equity-accounted
investments, the investments in which are reflected in the accompanying financial statements using the equity method
of accounting. The aggregate carrying values of the equity-accounted investments were NT$ 1,018,125 thousand (US$
29,954 thousand) and NT$ 987,835 thousand as of September 30, 2004 and 2003 and the equity in their net loss were
NT$ 35,295 thousand (US$ 1,038 thousand) and NT$ 70,332 thousand, respectively, based on the equity investees¡¦
unreviewed financial statements as the same periods.
Based on our reviews, we are not aware of any material modifications that should be made to the financial statements
referred to above for them to be in conformity with accounting principles generally accepted in the Republic of China.
As stated in Note 10 to the financial statements, the Company has signed a pre -sale contract with Jhong Rih Publishing
Co. on December 7, 2001, to sell unit A1, A2 and the basement of Chung Nan Case at a selling price of NT$ 1,026,490
thousand (sales tax inclusive) in total. The Company has recognized sales revenue of NT$ 1,011,826 thousand, and
operating cost of NT$ 631,786 thousand during 2002 and 2001. However, the above transaction had been reversed as a
sales return in 2003, resulting in a reduction of sales revenue of NT$ 1,011,826 thousand, a reduction of operating cost
of NT$ 631,786 thousand, and thus a reduction of operating profit of NT$ 380,040 thousand, and a reduction of profit
before tax of NT$ 380,040 thousand.
October 22, 2004
Taipei, Taiwan
Republic of China
The accompanying unaudited financial statements are intended only 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.
F-50

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
UNAUDITED BALANCE SHEETS
September 30, 2004 and 2003
(Expressed in Thousands of New Taiwan Dollars and US Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Short-term investments, net
Notes receivable, net
Accounts receivable, net
Other receivables
Land held for development
Construction-in-progress
Properties held for sale, net
Prepayments
Deferred selling charges
Deferred income tax assets -current
Restricted assets -current
LONG-TERM INVESTMENTS
Long-term investments
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net
OTHER ASSETS
Refundable deposits
Deferred Expenses
Deferred income tax assets -noncurrent
Restricted assets -noncurrent
Other assets
As of September 30,
2004 2003
NOTES NT$ US$ % NT$ %
2.and 4.1$ 184,966 $ 5,442 2 $ 28,101 1
2. and 4.2 6,960 205 -6,374 2
and 5 498,068 14,653 6 6,941 2.,
4.3 and 5 17,571 517 -48,476 1
5 33,194 977 -17,036 2.,
4.5 and 6. 41,456 1,220 1 532,958 10
2., 4.6, 5, 6 and 7 2,692,399 79,212 34 989,780 19
2., 4.4, and6. 765,799 22,530 10 1,070,902 21
4.7, 5 and 7 301,448 8,868 4 503,848 10
2 90,965 2,676 1 2,760 2.
and 4.2144,608 1,312 1 17,866 6
341,431 10,045 4 --
5,018,865 147,657 63 3,225,042 62
2 and 4.8 1,073,225 31,575 14 1,043,435 20
-2.,
4.9, 5, 6 and 7 810,778 23,853 10 767,328 15
6 and 7 87,169 2,565 1 86,816 2
2 984 29 -1,951 2
and 4.21 19,022 560 --6
and 7 ---41,336 1
4.10 and 6 901,243 26,515 12 --
1,008,418 29,669 13 130,103 3
TOTAL ASSETS $ 7,911,286 $ 232,754 100 $ 5,165,908 100
(The accompanying notes are an integral part of these financial statements)
F-51

(English transla tion of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
UNAUDITED BALANCE SHEETS (CONTINUED)
September 30, 2004 and 2003
(Expressed in Thousands of New Taiwan Dollars and US Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term Loans
Short-term notes and bills payable
Notes payable
Accounts payable
Income tax payable
Other accounts payable
Sales revenue received in advance
Current portion of long-term Liabilities
Other current liabilities
LONG-TERM LIABILITIES
As of September 30,
2004 2003
NOTES NT$ US$ % NT$ %
4.11, 5 and 6$ 2,186,030 $ 64,314 28 $ 1,003,220 19
4.12 and 6 400,624 11,787 5 316,378 6
5 23,147 681 -10,505 1
5 396,960 11,679 5 156,704 3
2 and 4.21 37,303 1,097 1 55,944 1
14,408 424 -45,881 1
2 and 4.13 670,440 19,725 8 427,893 8
4.14 and 6 527,870 15,530 7 491,890 10
4.15, 5 and 7 504,979 14,857 6 12,953 -
4,761,761 140,094 60 2,521,368 49
2, 4.16, 4.17
Long-term loans 410,930 12,090 5 710,210 14
and 6
410,930 12,090 5 710,210 14
OTHER LIABILITIES
Accrued pension liabilities 2 and 4.22 7,756 228 -5,975 -
TOTAL LIABILITIES 5,180,447 152,412 65 3,237,553 63
STOCKHOLDERS' EQUITY
Capital stock 4.18 2,440,457 71,799 31 1,905,174 37
Stock dividends to be distributed 4.18 ---159,381 3
Additional paid-in capital
Paid-in capital in excess of par value 17,014 501 -17,014 -
From investee under long-term equity method 4.8 201 6 -201 -
Retain Earnings
Legal reserve 2 and 4.19 10,515 309 -157,860 3
Retained earnings- unappropriated 4.19 and 4.21 262,652 7,727 4 (311,275) (6)
TOTAL STOCKHOLDERS' EQUITY 2,730,839 80,342 35 1,928,355 37
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,911,286 $ 232,754 100 $ 5,165,908 100
(The accompanying notes are an integral part of these financial statements)
F-52

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
UNAUDITED STATEMENTS OF INCOME
For the nine-month periods ended September 30, 2004 and 2003
(Expressed in Thousands of New Taiwan Dollars and US Dollars, Except Earning Per Share Data)
For the nine-month periods ended September 30,
2004 2003
ITEMS NOTES NT$ US$ % NT$ %
Operating revenues(net) 2 and 10 $ 1,930,544 $ 56,797 100 $ (615,783) (100)
Operating costs 2 and 10 (1,274,652) (37,501) (66) 316,637 51
Gross profit 655,892 19,296 34 (299,146) (49)
Operating expenses
Selling (112,829) (3,319) (6) (44,316) (7)
General and administrative (79,131) (2,328) (4) (54,829) (9)
Sum of operating expenses 2 (191,960) (5,647) (10) (99,145) (16)
Net operating revenues(loss) 10 463,932 13,649 24 (398,291) (65)
Non-operating income
Interest income 503 15 -721 -
Dividend income 2,248 66 -2,236 -
Rental income 5 9,633 283 -13,059 2
Gain on market price recovery of short -term investments 2 977 29 -606 -
Other income 601 18 -2,319 1
13,962 411 -18,941 3
Non-operating expenses
Interest expenses 4.6 and 4.9 (56,596) (1,665) (3) (72,068) (12)
Investment loss accounted for under the equity method 4.8 (35,295) (1,038) (2) (70,332) (11)
Loss on disposal of assets 2 (124) (4) ---
Other losses (2,965) (87) -(2,209) -
(94,980) (2,794) (5) (144,609) (23)
(Loss) income before income tax 10 382,914 11,266 19 (523,959) (85)
Income tax (expense) 2 and 4.21 (9,626) (284) -(49,749) (8)
Net (loss) income $ 373,288 $ 10,982 19 $ (573,708) (93)
Earnings (loss) per shares 4.20
(Loss) income before income tax $ 1.57 $ 0.04 $ (2.75)
Income tax benefit (0.04) -(0.26)
Net income (loss) $ 1.53 $ 0.04 $ (3.01)
(The accompanying notes are an integral part of these financial statements )
F-53

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
UNAUDITED STATEMENTS OF CASH FLOWS
For the nine-month periods ended September 30, 2004 and 2003
(Expressed in Thousands of New Taiwan Dollars and US Dollars)
For the nine-month periods ended September 30
ITEMS 2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES NT$ US$ NT$
Net (loss) income $ 373,288 $ 10,982 $ (573,708)
Adjustments to reconcile net income (loss) to net cash
Depreciation and amortization 6,301 186 6,182
Pension expenses 842 25 13
gain on market price recovery of marketable securities (977) (29) (606)
Cumulative (gain) loss recognized on construction in progress (354,716) (10,436) (51,751)
Amortization of deferred expenses 85,680 2,521 925
Investments (gain) loss accounted for under the equity method, net 35,295 1,038 68,096
Loss on disposal of assets 124 4 1,594
Increase in notes receivable (416,823) (12,263) (466)
Decrease in accounts receivable 123,802 3,642 1,350,627
(Increase) decrease in other receivables (14,536) (428) 12,697
(Increase) decrease in properties held for sale 724,555 21,317 (435,407)
(Increase) in construction in progress (1,697,666) (49,946) (72,958)
(Increase) decrease in prepayments 210,944 6,206 (274,465)
(Increase) in deferred selling expenses (175,688) (5,169) (1,863)
(Increase) in deferred income tax assets - current (33,850) (996) (7,428)
(Increase) in deferred income tax assets - noncurrent (8,396) (247) -
Increase (decrease) in notes payable 16,472 485 (6,221)
Increase (decrease) in accounts payable 243,740 7,171 (40,395)
Increase (decrease) in income tax payable (18,543) (546) 53,749
Increase (decrease) in other accounts payable 2,823 83 (5,665)
Increase in revenue received in advance 19,462 573 321,020
Increase (decrease) in other current liabilities (3,932) (116) 3,647
Net cash (used in) provided by operating activities (881,799) (25,943) 347,617
(to be continued)
F-54

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO.,LTD.
UNAUDITED STATEMENTS OF CASH FLOWS (CONTINUED)
For the nine-month periods ended September 30, 2004 and 2003
(Expressed in Thousands of New Taiwan Dollars and US Dollars)
(CONTINUED) NT$ US$ NT$
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in short -term investment --(1,000)
(Increase) in restricted assets - current (248,403) (7,308) -
(Increase) decrease in restricted assets - noncurrent 30,646 902 (26, 216)
(Increase) in long-term investments (64,000) (1,883) (118,500)
Acquisition of property, plant and equipment (42,332) (1,245) (50,863)
Proceeds from disposal of property, plant and equipment 49 1 -
(Increase) decrease in refundable deposits (120) (4) (50,454)
(Increase) in deferred expenses (188) (6) -
Net cash used in investing activities (324,348) (9,543) (247,033)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short -term loans 1,314,480 38,673 (546,515)
Increase (decrease) in short -term notes and bills payable 34,350 1,011 (98,354)
(Decrease) in bonds payable --(258,000)
Increase (decrease) in long-term loans (51,930) (1,528) 76,373
Increase in other current liabilities --263,800
Payment of cash dividend, employees' bonuses and remuneration of directors and
supervisors
(38,087) (1,121) (87,750)
Net cash provided by (used in) financing activities 1,258,813 37,035 (650,446)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 52,666 1,549 (549,862)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 132,300 3,892 577,963
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 184,966 $ 5,441 $ 28,101
SUPPLEMENTAL DISCLOSURES OF CASH FLOW I NFORMATION:
Interest paid (excluding capitalized interest) $ 55,998 $ 1,647 $ 74,467
Income tax paid $ 70,416 $ 2,072 $ 2,014
INVESTING ACTIVITIES WITH NO EFFECT ON CASH FLOW
Properties held for sale reverse t o rental assets $ 36,874 $ 1,085 $ 67,975
Construction in progress reverse to property, plant and equipment $ -$ -$ 349,299
FINANCING ACTIVITIES WHICH HAVE NO EFFECT ON CASH FLOW
Current portion of long-term loans $ 527,870 $ 15,530 $ 491,890
Stock dividends to be distributed reverse to capital $ -$ -$ 179,500
Unappropriated retained earnings reverse to stock dividends to be distributed $ -$ -$ 152,381
Employees' bonuses reverse to capital $ -$ -$ 7,000
Convertible bonds reverse to capital $ 375,767 $ 11,055 $ 674
FINANCING ACTIVITIES PARTIALLY PAID BY CASH
Declaration of cash dividends and remuneration to directors and supervisors $ -$ -$ 39,595
Add: declared but unpaid at the beginning of the period (stated as other payables) 38,095 1,121 86,250
Less: declared but unpaid at the end of the period (stated as other payables ) (8) -(38,095)
Paid in Cash $ 38,087 $ 1,121 $ 87,750
(The accompanying notes are an integral part of these financial statements )
F-55

(English translation of Financial Statements originally issued in Chinese)
RADIUM LIFE TECH CO., LTD.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2004 and 2003
(Expressed in Thousands of New Taiwan Dollars and US Dollars, Except as Otherwise Indicated)
1. HISTORY AND ORGANIZATION
RADIUM LIFE TECH CO., LTD.(The Company)was incorporated as a company limited by shares under the
provisions of the Company Law of the Republic of China on March 26, 1980. The Company primarily engages in
the business of constructions, sales and lease of residential and commercial buildings. On September 30, 2004, the
Company¡¦s numbers of employees were 70. The company was listed on the Taiwan Stock Exchange (TSE) on
December 22, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements were prepared in Conformity with ¡§Guidelines Governing the Preparation of Financial
Reports by Securities Issuers¡¨ and accounting principles generally accepted in the Republic of China. Summary of
significant accounting policies is as follows:
1) OPERATING PERIOD
The main business activities of the Company are lease and sale of public housing and commercial buildings that
were constructed by independent construction. The balance sheet accounts are classified either as current or non current
based on the Company¡¦s operating cycle (more than one year).
2) CASH AND CASH EQUIVALENTS
Cash on hand, bank deposit, petty cash, and short-term investments that are readily convertible into known
amount of cash and with maturity dates that do not present significant risks on changes in value resulting from
changes in interest rates.
3) SHORT-TERM INVESTMENTS
Short-term investments are stated at all acquisition costs and valued at the lower of cost or market value method
at year-end. Cost is determined using the moving average method. Any excess of aggregate cost over the market
value is recorded as unrealized loss and reported as other expense. Subsequent recovery in market value is
reflected in other income to the extent of the original cost of the investment.
4) ALLOWANCE FOR BAD DEBTS
Allowance for bad debts is provided based on the evaluation of the collectibility and the aging analysis of notes
receivable, accounts receivable and other receivable at the balance sheet date.
5) CONSTRUCTION CONTRACT ACCOUNTING
The company adopts the completed-contract method and the percentage¡Vof¡Vcompletion method for its
construction method. The main accounting treatments are as follows:
(1) When the Company purchases a property under construction from another party and to continue the
construction, the profit or losses for sales of such properties are based on the completed-contract method for
which the profit or loss is recognized only when the contract is completed and the title is transferred. If the
Company contracts with other parties to construct and pre -sale properties, it may recognize the profit for sale
based on the Percentage-of- Completion Method if all of the follow conditions are met:
A. The construction has progressed beyond the preparatory stage, i.e., the designing, planning, contracting,
grading of the construction has completed and the construction work can be started any time.
F-56

B. The total amount of pre-sale contracts has reached the total estimated construction cost.
C. Buyers¡¦ payment has reached 15% of the total contract price.
D. Collectibility of the contract amount receivable can be reasonably estimated.
E. The total contract costs and the degree of completion at the end of the period can be reasonably estimated.
F. Individual costs attributable to the different sales contracts can be reasonably identified.
(2) Payments for the purchase of land made before obtaining the ownership are recorded as land prepayments,
and are transferred to land used for constructions when the ownership is obtained.
(3) Constructions in progress, land, buildings and parking spaces to be sold (recorded as inventories) and real
estate sales costs (recorded as operating cost) Constructions in progress include the construction site and
construction engineering costs of unfinished contracts; Under the Completed¡VContract method, when the
construction contracts are completed, the costs of the contracts, in which the property is sold and the title is
transferred to a customer, are calculated based on the ratio of the respective selling price over the estimated
total selling price, and are recorded as costs in the year of completion of the constructions. The remaining
construction costs are allocated to the unsold portion and recorded as inventories on the balance sheet. While
under the percentage-of-completion method, contract profit for the current period is the difference between
the cumulative profit based on the percentage of completion at the end of the current period and the
cumulative profit recognized in prior periods. However, if the cumulative profit recognized in prior periods is
greater than the cumu lative profit calculated based on the percentage of completion at the end of the current
period, the excess should be recorded as a loss in the current period.
If a contract is estimated to bear a loss prior to completion, the full amount of the loss should be recognized
immediately whether the completed-contract or percentage-of-completion method is adopted. However, if the
loss is estimated to be smaller in future years, the difference should be reversed and recognized as a gain in
that year.
(4) Deferred selling expenses are the selling expenses of pre -sale buildings that are recorded as current assets
when incur. Under the Completed-Contract Method, the selling expenses are included in current year¡¦s result
only when the contract is completed. While under the Percentage-of-Completion Method, selling expenses
are recognized based on the percentage of its completion.
(5) Building or land payments received from advance sale of constructions in progress are recorded as received
in advance; when the construction contracts are completed, revenues of the contracts, in which the property is
sold and the title is transferred to a customer, are recorded in the current period¡¦s operating results.
(6) The interest costs resulting from the purchase of land and the construction of buildings are capitalized, and
are recorded as land acquisition costs and construction costs, respectively.
(7) Constructions in progress and land, buildings and parking spaces to be sold are valued at the lower of cost or
market value. Market value is determined based on the net realizable value.
(8) The Company adopts different method for its construction contracts. If the construction period for a longterm
contracts more than one year, and when estimates of construction profits are reasonably dependable, the
percentage-of-completion method is required.
6) LONG-TERM INVESTMENTS
(1) Long-term investments in which the Company or its consolidated subsidiaries own less than 20% of the
invested company¡¦s voting shares and has no ability to exercise significan t influence over the investee
company are accounted for by lower of cost or market value method if the investee company is listed or by
F-57

the cost method if the investee company is not listed.
Valuation allowance for unrealized loss under the lower of cost or market value method is recorded as a
reduction in shareholder equity.
(2) Long-term investments in which the Company owns at least 20% of the investee companies¡¦ rights or has
significant influence over the investment balance and its proportionate share in the investee company¡¦s net
assets is amortized over ten years. When the accumulated investment loss of an investee company accounted
for under the equity method exceeds the Company¡¦s original investment cost, the Company recognizes its
investment loss up to the original investment cost. However, if the Company intends to continue supporting
the investee company or considers the loss of the invertee company as temporary, based on sufficient
evidence that the investee company will turn profitable in the near future, the Company continues to
recognize the investment loss in excess of its investment cost. The negative investment balance its presented
as a liability on the balance sheet.
(3) Majority owned subsidiaries are accounted for under the equity method and are consolidated at year-end.
However, pursuant to the regulations of the R.O.C. Securities and Futures Commission (SFC), if the total
assets and operating revenues of a subsidiary are less than 10% of the non-consolidated total assets and
operating revenues of the Company, respectively, the subsidiary¡¦s financial statements are not required to be
consolidated. Irrespective of the above test, when the total combined assets or operating revenues of all such
non-consolidated subsidiaries constitute mo re than 30% of the Company¡¦s non -consolidated total assets or
operating revenues, respectively, then each individual subsidiary with total assets or operating revenues
greater than 3% of the Company¡¦s non -consolidated total assets or operating revenues, re spectively, is
required to be included in the consolidation.
7) PROPERTY PLANT AND EQUIPMENT
(1) Property, plant and equipment are stated at cost.
(2) Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, plus one year as
residual value. Salvage values of assets, which are still in use after the end of their estimated useful lives, are
depreciated based on the newly estimated remaining useful lives. The estimated useful lives are 55 years for
building and 3 -10 years for other assets.
(3) Major renewals and improvements are treated as capital expenditures, and are depreciated accordingly.
Maintenance and repairs are charged to expenses as incurred. When an asset is disposed, the cost and
accumulated depreciation are removed from the respective account and the resultant gain or loss is included
in current non-operating income or expense.
8) DEFERRED CHARGES
Deferred charges mainly consist of utility installation, which is stated at cost and is amortized on a stra ight-line
basis over 5 years.
9) CONVERTIBLE BONDS
The interest-premium of convertible bonds, which is the difference between the specified put price and the par
value, is amortized using the interest method and is recognized as a liability over the perio d from the issuance
date of the bonds to the expiry date of the put option. If the bondholder does not exercise the put option, the
interest-premium, which has been recognized as a liability, is amortized over the period from the expiry date to
the maturity date using the interest method. However, if at the expiry date, the market value of the common stock
under conversion exceeds the put price, the interest-premium should be credited to additional paid-in capital.
The cost of issuing convertible bonds is recorded as deferred assets and is amortized over the period from the
F-58

issuance date of the convertible bonds and the expiry date of the put option. When bondholders exercise their
conversion rights, the book value of convertible bonds is credited to common stock at an amount equal to the par
value of the common stock and the excess is credited to capital reserve; no gain or loss is recognized on bond
conversion.
10) RETIREMENT PLAN AND PENSION RESERVE
The Company has a defined benefit retirement plan (the plan) covering all regular employees, which provided
benefits based on length of service and average salaries and wages during last six months before retirement. The
Company recognizes minimum pension liabilities for the excess of accumulated benefit obligation over the fair
value of plan asset based on actuarial valuation in accordance with R.O.C. SFAS No. 18, ¡§Accounting for
Pension¡¨. The Company also complies with the disclosure requirement of R.O.C. SFAS No. 18, ¡§Accounting for
Pension¡¨.
In accordance with R.O.C. SFAS No. 18, net periodic pension cost includes service cost, interest cost, expected
returns on plan assets and amortization of unrecognized net transition obligation, pension gains/losses and prior
period service cost.
Contributions to the retirement fund are charged to expenses when paid or accrued. Actual payments of
employee¡¦s retirement benefits are made out of the fund and any excess of such payments over the fund
accumulated is charged to expenses when paid.
11) LEGAL RESERVE AND CAPITAL RESERVE
Based on the Company Law, the Company, when allocating its net profits after all taxes and dues, shall first set
aside ten percent of the said profits as legal reserve, until such legal reserve equals to the total issued capital.
Beside the Company Law¡¦s 232 Article, such legal reserve shall not be appropriated as cash dividends. It shall
only be transferred to common stock or to replenish deficits. Similarly, the capital reserve shall only be
transferred to common stock or unutilized for replenish of deficits.
12) INCOME TAX
(1) In accordance with R.O.C. SFAS No. 22, ¡§Accounting for Income Taxes¡¨, income tax expense is provided
based on accounting income after adjusting for permanent differences. The provision for income tax
includes deferred income tax resulting from items reported in different periods for tax and financial
reporting purposes, loss carry -forward and investment tax credits. Deferred tax assets or liabilities are
further classified into current and noncurrent items based on the classifications of the related assets or
liabilities or on the expected realization period. Valuation allowance for deferred tax assets is provided to
the extent that it is more likely than not that the tax benefits will not be realized.
(2) The 10% additional corporate income tax on the undistributed earnings of the Company is recorded as
income expense in the year when the shareholders approve the resolution to retain the earnings.
13) EARNINGS PER SHARE
Basic earnings per share are calculated by dividing net income by the weighted average number of shares
outstanding during the year. Diluted earnings per share are calculated, by taking into consideration the additional
common shares that would have been outstanding if the dilutive share equivalents had been converted.
14) USE OF ESTIMATE
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingencies at the date of the financial statements, and the reported amounts of revenue, costs
and expenses during the reporting periods. Actual results could differ from those assumptions and estimates.
F-59

15) Convenience translation into US dollars
The financial statements are stated in New Taiwan dollars. Translation of the nine-month periods ended
September 30, 2004 New Taiwan dollar amounts into US dollar amounts are included solely for the convenience
of the readers, using the noon buying rate provided by the Bank of Taiwan on September 30, 2004 of NT$ 33.99
to US$ 1. The convenience translations should not be construed as representations that the New Taiwan dollar
amounts have been, could have been, or could in the future be, converted into US dollars at this rate or any other
rate of exchange.
3. REASONS AND EFFECT OF CHANGE IN ACCOUNTING PRINCIPLES
None.
4. SUMMARY OF SIGNIFICANT ACCOUNTS
1) CASH AND CASH EQUIVALENTS
As of September 30
ITEMS 2004 2003
Cash on hand and petty cash
Checking accounts
Saving accounts
Total
NT$ US$ NT$
$ 3,230 $ 95 $ 180
888 26 822
180,848 5,321 27,099
$ 184,966 $ 5,442 $ 28,101
2) SHORT -TERM INVESTMENTS, NET
As of September 30
ITEMS 2004 2003
NT$ US$ NT$
Mutual Funds 10,500$ 309$ $ 11,500
Less: Allowance for decline in market value(3,540) (104) (5,126)
Net 6,960$ 205$ $ 6,374
3) ACCOUNTS RECEIVABLE, NET
As of September 30
ITEMS 2004 2003
NT$ US$ NT$
Account receivable 17,571$ 517$ 79,386$
Less: Allowance for bad debts --(30,910)
Net 17,571$ 517$ 48,476$
Please refer to Note 2.4 for accounting policy of Allowance for bad debts.
F-60

4) LAND HELD FOR DEVELOPMENT
As of September 30
ITEMS 2004 2003
NT$ US$ NT$
San Zhi $ -$ -$ 276,268
Dan Shui --215,234
Joint Development 41,456 1,220 41,456
$ 41,456 $ 1,220 $ 532,958
Please refer to Note 6 for inventories pledged as collateral.
5) CONSTRUCTION-IN-PROGRESS
As of September 30, 2004
Remarks
Construction Cost Cost of Cumulative Accounting Estimated Year
Projects of land Construction Gain (loss) recognized Total Method of Completion
NT$ US$ NT$ US$ NT$ US$ NT$ US$
Yong Chun 558,103 16,420 451,865 13,294 587,809 17,294 1,597,777 47,007 Percentage-of-2005
(Jiao 19) completion
Method
Yong Chun 648,026 19,065 446,596 13,139 --1,094,622 32,204 Completed2005
(Jiao 21) of-Contract
Method
TOTAL 1,206,129 $ 35,485 $ 898,461 $ 26,433 $ $ 587,809 17,294 $ 2,692,399 $ 79,211 $
As of September 30, 2003
Unit: NT$
Remarks
Construction Cost Cost of Cumulative Accounting Estimated Year
Projects of land Construction Gain (loss) recognized Total Method of Completion
Hsn Yi 228,489 $ $ 130,522 $ 125,813 484,824 $ Percentage-of-2004
completion
Method
Ba Du 366,948 46,133 -413,081 Completed-Not yet set
contract
Method
Peng Lai 67,889 23,986 -91,875 ditto 2004
TOTAL 663,326 $ $ 200,641 $ 125,813 989,780 $
A. Please refer to Note 6 for inventories pledged as collateral.
B. For nine months ended September 30, 2004 and 2003, capitalized interest were NT$ 26,967 thousand
(US$ 793 thousand) and NT$ 12,260 thousand, respectively.
C. As of September, 30 2004 and 2003, the insurance coverage for the above-mentioned Construction-in-
Process amounted to NT$ 830,844 thousand (US$ 24,444 thousand) and NT$ 0, respectively.
F-61

6) PROPERTIES HELD FOR SALE, NET
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Tai Shan $ --$ 10,534$
Yong He 8,609 253 7,778
Ting Zhou 926 27 2,818
Tai Yuan 23,127 681 72,095
Ping Yang 15,049 443 83,740
Chong Nan 715,086 21,038 893,937
Peng Lai 3,002 88 -
Total 765,799 22,530 1,070,902
Less: Allowance for losses on decline
in market value and obsolescence ---
Net 765,799 $ 22,530$ 1,070,902$
A. Please refer to Note 6 for inventories pledged as collateral.
B. For nine months ended September 30, 2004 and 2003, land and properties held for sale have been insured
for NT$ 82,410 thousand (US$ 2,425 thousand) and NT$ 242,700 thousand, respectively.
7) PREPAYMENTS
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Prepayments for land and buildings 93,480$ $ 2,750 143,850$
Prepaid expenses 1,643 48 3,330
Prepayments for construction --200,000
Overpaid VAT 54,417 1,601 25,682
Other prepayments 151,908 4,469 130,986
Total 301,448$ $ 8,868 503,848$
F-62

8) LONG-TERM INVESTMENTS
(1) The details are as follows :
As of September 30, 2004
Investee CompaniesShares
on hand
Initial
Investment Cost Balance
Percentage
of ownership
NT$ US$ NT$ US$
Equity method
Tai Cheng Construction
Co., Ltd.-Common Stock 17,012,409 65,500 $ 1,927$ $ 61,786 1,818 $ 93.57%
Far East Co. Ltd. 19,784,404 973,525 28,642 903,108 26,570 99.92%
Radium Life-KaGaYa
International Hot Spring
Hotel 5,400,000 54,000 1,589 53,231 1,566 100.00%
1,018,125 29,954
Cost method
Tai Cheng Construction
Co., Ltd.- Preferred
Stock 5,000,000 50,000 1,471 50,000 1,471 50.00%
Lin Kou Entertainment
Co., Ltd. 1 5,100 150 5,100 150 0.10%
55,100 1,621
Total 1,073,225 $ 31,575 $
As of September 30, 2003
Shares Initial Percentage
Investee Companies on hand Investment Cost Balance of Ownership
Equity Method
Tai Cheng Construction Co.,
Ltd.- Common Stock 17,012,409 $ 65,500 $ 64,442 93.57%
Far East Co. Ltd. 18,784,404 963,525 923,393 99.92%
987,835
Cost Method
Tai Cheng Construction Co.,
Ltd.- Preferred Stock 5,000,000 $ 50,000 50,000 50.00%
Lin Kou Entertainment Co., Ltd. 1 5,100 5,100 0.10%
55,100
Total 1,042,935
Prepayment for investment 500
Total $ 1,043,435
(2) The accounting treatment and valuation methods are illustrated in Note 2.6.
(3) The Company recognized NT$ 35,295 thousand (US$ 1,038 thousand) and NT$ 70,332 thousand of longterm
equity investment losses for the nine months ended September 30, 2004 and 2003, respectively, based
on the equity investees¡¦ unrevi ewed financial statements as the same periods.
F-63

9) PROPERTY, PLANT AND EQUIPMENT, NET
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Cost and Revaluation Increment
Land $ 120,903 $ 3,557 $ 120,903
Buildings 58,669 1,726 58,669
Transportations equipment 11,860 349 11,860
Office Equipment 15,295 450 14,426
Rental Assets 192,249 5,656 192,060
Other Equipment 12,147 357 12,147
Unfinished Construction 447,321 13,161 398,745
Total 858,444 25,256 808,810
Accumulated Depreciation
Buildings (9,147) (269) (7,643)
Transportations Equipment (9,991) (294) (8,980)
Office Equipment (11,881) (350) (11,014)
Rental Assets (5,636) (166) (3,871)
Other Equipment (11,011) (324) (9,974)
Total (47,666) (1,403) (41,482)
Net $ 810,778 $ 23,853 $ 767,328
(1) Above-mentioned fixed assets have no revaluation increments.
(2) Please refer to Note 2.7 for the accounting policy of Depreciation p rovision.
(3) For the nine months ended September 30, 2004 and 2003, the depreciation of the company are NT$ 5,281
thousand (US$ 155 thousand) and NT$ 5,762 thousand, respectively.
(4) As of September 30, 2004 and 2003, the insurance coverage for the above-mentioned property, plant and
equipment amounted to NT$ 75,294 thousand (US$ 2,215 thousand) and NT$ 76,305 thousand, respectively.
(5) For the nine months ended September 30, 2004 and 2003, interest capitalized are NT$ 13,474 thousand (US$
396 thousand) and NT$ 14,513, respectively.
(6) Please refer to Note 6 for property, plant and equipment pledged as collateral.
F-64

10) OTHER ASSETS
The details of land for development are as follows:
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Ba Du 410,751$ 12,085$ $ -
San Zhi 275,258 8,098 -
Dan Shui 215,234 6,332 -
Total 901,243$ 26,515$ $ -
Please refer to Note 6 for assets pledged as collateral.
11) SHORT -TERM LOANS
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Secured loans 2,181,450$ 64,179$ 997,970$
Unsecured loans 4,580 135 5,250
Total 2,186,030$ 64,314$ 1,003,220$
Interest rate 3.486%~5.300% 2.90%~7.70%
Please refer to Note 6 for assets pledged as collateral to secure these short -term loans.
12) SHORT -TERM BILLS PAYABLE, NET
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Commercial paper
Less: Unamortized discounts
Net
$
$
401,000 11,798$
(376) (11)
400,624 11,787$
316,600$
(222)
316,378$
Interest Rate 1.20%~2.62% 1.05%~2.87%
Please refer to Note 6 for assets pledged as collateral to secure these short -term bills payable.
13) SALES REVENUE RECEIVED IN ADVANCE
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Advance real estate receipts 670,440 $
F-65 $ 19,725 427,893 $

14) LONG-TERM LIABILITIES- CURRENT PORTION
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Bonds Payable $ -$ -263,300 $
Long-term Loans 527,870 15,530 228,590
Total 527,870 $ $ 15,530 491,890 $
15) OTHER CURRENT LIABILITIES, OTHERS
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Guarantee Deposits Received 501,046 $ $ 14,741 $ 2,081
Advance Receipts 1,071 32 2,521
Temporary Receipts 1,656 49 5,305
Others 1,206 35 3,046
Total 504,979 $ $ 14,857 $ 12,953
Please refer to Note 7.8 for guarantee deposits received.
16) BONDS PAYABLE AND CURRENT PORTION
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Convertible Bonds Payable $ --$ 257,500$
Add: Compensation for Interest Payable --5,800
Bonds Payable --263,300
Less: Current Portion --(263,300)
Bonds Payable after one year $ -$ -$ -
(1) The Company has issued the first convertible debenture bond of Republic of China for the necessary of
development of Bei Tou. The articles are as follows:
A. Issued Amount: NT$ 258,000 thousand (US$ 7,590 thousand).
B. Price: NT$ 100 thousand (US$ 2.94 thousand) of each at par, nominated.
C. Interest: The bonds will not bear interest.
D. Reimbursement terms and method: None.
E. Duration of Issuance: 5 years (from January 2, 2003 to January 1, 2008).
F. Conversion Period: From 3 months after issuance date to 10 days before maturity.
G. The initial conversion price is NT$8.34 (US$ 0.25) per share, which is subject to adjustment according to
F-66

an agreed formula whenever there are (a) changes in the number of the Company¡¦s common shares, (b)
issues of securities with rights to convert into or options to subscribe to the Company¡¦s common shares
at prices that are lower than their prevailing market prices, and (c) grants of options to others to subscribe
to the Company¡¦s common shares other than in the case of a capital increase by cash contribution (the
conversion price has become NT$ 7.42 (US$ 0.22) per share since December 31, 2003).
H. After three months of issuance to the day forty days before maturity, the Company may redeem the
bonds at specified prices (computed using an effective interest rate: (a) 3.0% if the redemption occurs in
the period after three months to the second anniversary. (b) 4.0% if the redemption occurs in the period
from the day following the second anniversary to the third anniversary. (c) 5% if the redemption occurs
in the period from the day following the third anniversary to the forth anniversary (d) 0%, namely
redeemed at the face value, if the redemption occurs in the period from the day following the fourth
annivers ary to the day forty days before maturity), provided that the average trading prices exceed the
then conversion price by 50% for 30 consecutive trade days or the total amount of the outstanding bonds
is less than NT$ 25,800 thousand (US$ 759 thousand). The bondholders may require the Company to
redeem the bonds within forty days before the second, the third and the fourth anniversaries of issuance
at redemption prices equal to 6.09%, 12.49% and 21.55%, respectively, of the face value. Other than in
the cases of conversion or early redemption mentioned above, the Company shall redeem the bonds by
cash on maturity.
(2) As of September 30, 2004, all of the bonds have been converted.
17) LONG-TERM LOANS PAYABLE AND CURRENT PORTIONS
As of September 30,
ITEMS 2004 2003
NT$ US$ NT$
Secured Bank loans 938,800$ 27,620$ 938,800$
Less: Current portion due
within one operating cycle (527,870) (15,530) (228,590)
410,930$ 12,090$ 710,210$
Interest rate 4.55%~5.00% 4.75%~5.75%
18) CAPITAL AND THE STOCK DIVIDENDS TO BE DISTRIBUTED
As of September 30, 2004, the Company¡¦s authorized capital was NT$ 2,718,000 thousand (US$ 79,965
thousand) divided into 271,800 thousand shares and issued in installment, with par value of NT$ 10 (US$ 0.294)
per share. The issued capital was NT$ 2,440,457 thousand (US$ 71,799 thousand), divided into 244,046
thousand shares, with par value of NT$ 10 (US$ 0.294) per share.
As of September 30, 2004, unsecured domestic convertible bonds (¡§CB¡¨) issued on January 2, 2003 in the
aggregate principal were totally converted into the Company¡¦s common shares, which resulted in the additional
issuance of 37,658 thousand common shares. 27 thousand common shares converted from CB in first quarter
have been registered on July 30, 2003, 41 thousand common shares converted from CB in the second quarter
have been registered on October 21, 2003, 13 thousand common shares converted from CB in third quarter have
been registered on January 21, 2004, 37,577 thousand common shares converted from CB in fourth quarter have
been registered on April 19, 2004.
As of September 30, 2004, the issued capital of the company was NT$ 1,905,174 thousand (US$ 56,051
thousand) for 190,517 thousand shares of common stock at par of NT$ 10 (US$ 0.294).
F-67

19) DISTRIBUTION OF EARNINGS AND THE DIVIDEND POLICY
(1) The Company¡¦s future dividend policy will take into consideration its needs with respect to capital
expenditure, operating turnover and stockholder¡¦s cash demands, then make distributions out of retained
earnings and capital reserve in accordance with applicable laws and regulations.
(2) In accordance with the Company¡¦s Articles of Incorporation, 10% of the Company¡¦s annual net income,
after paying all taxes and dues and deducting losses of prior years, if any, should be set aside as legal
reserve. The net income after legal reserve shall be allocated as follows:
A. At least 1% of the balance as employees¡¦ bonus;
B. At least 1% of the balances as remuneration to directors and supervisors;
C. The remaining balances may be distributed as stockholders¡¦ dividends and/or special reserve in
accordance with the resolution adopted by the board of directors and approved at the stockholders¡¦
meeting. In principle, future dividends if any, will consist of 20% -30% of cash dividends.
(3) According to a regulation of the Securities and Futures Commission (¡§SFC¡¨) promulgated in 1999, a
publicly listed company in the ROC should retain a special reserve, which is equal to the reduction in
stockholders¡¦ equity before distributin g annual earnings, which were generated since 1999. If the
aforementioned reduction in stockholder¡¦ equity is reserved, the same amount could be removed from
special reserve and transferred to unappropriated earnings.
(4) There were no appropriations of earning for the year ended December 31, 2003 based on the resolution at
shareholders¡¦ meeting.
(5) There is no difference between actual payment and distribution resolution at directors¡¦ meeting concerning
employee bonus and remuneration to directors and sup ervisors.
20) EARNINGS (LOSS) PER SHARE (EPS)
For the nine months periods ended September 30,
2004 2003
NT$ US$ NT$
Net Income (Loss) 373,288$ 10,982$ $ (573,708)
Number of common sharesoustanding
as of September 30 244,046 244,046 190,477
Number of common sharesoustanding
after retroactive adjustment 244,046 244,046 206,469 (Note)
Basic earnings (loss) per share 1.53$ 0.04$ $ (3.01)
Basic earnings (loss) per share
after retroactive adjustment 1.53$ 0.04$ $ (2.78)
Note: As of September 30, 2003, outstanding average common shares 190,477 thousand + stock dividends
15,238 thousand shares in 2002 + 700 thousand shares transferred from employees¡¦ bonuses + 54
thousand shares transferred from convertible bonds = 206,469 thousand shares.
F-68

21) INCOME TAX EXPENSES
1.Deferred income tax liabilities and assets¡G
(1)Deferred income tax assets
(2)Deferred income tax liabilities
(3)Allowance for deferred income tax assets
(4)Temporary differences:
Deferred selling expenses
Accounting for Percentage-of-Completion
Reduction of inventory to market price
Pension
Above quota of allowance for bad debts
As of September 30
2004 2003
NT$ US$ NT$
$ 65,916 $ 1,939 $ 24,306
$ -$ -$ $
2,286 $ 67 $ 6,440
$ 26,326 $ 775 $
152,018 4,472 19,535
5,803 171 4,628
--30,164
3,340 98 -
(5) Prior year loss carry forwards$ 19,022 $ 560 $ 10,567
2.Deferred income tax assets-current
Allowance for deferred income tax assets-current
Deferred income tax assets-current, net
Deferred income tax liabilities-current
Net
$ 44,608 $ 1,312 $ 23,149
--(5,283)
44,608 1,312 17,866
--$
44,608 $ 1,312 $ 17,866
3.Deferred income tax assets- non-current
Allowance for deferred income tax assets- non-current
Deferred income tax assets- non-current, net
Deferred income tax liabilities- non-current
Net
$ 21,308 $ 627 $ 1,157
(2,286) (67) (1,157)
19,022 560 --
$
19,022 $ 560 $ -
For the nine-month periods ended September 30
4. Adjustments of income tax expenses 2004 2003
Income tax payable $ -$ -$ -
Income tax (expense) benefit resulting from
distribution of imputation credit account (19,400) (571) (57,358)
Prior year loss carry forwards 8,396 247 5,283
Recognition of deferred selling expenses 6,205 183 67
Recognition of percentage-of-completion method 27,645 813 2,077
Assessment of prior year (17,902) (527) -
Others (14,570) (429) 182
Income tax benefit $ (9,626) $ (284) $ (49,749)
5. Information relating to the imputation credit account (ICA) is summarized as follows:
As of September 30
2004 2003
Imputation credit account balance $ 81,729 $ 2,405 $ 21,711
Year 2004 Year 2003
Expected creditable ratio for earnings distribution --4.67%
6.Unappropriated retained earnings As of September 30
2004 2003
Before 1997 -$ $ -$ -
After 1998 262,652 7,727 (311,275)
Total $ 262,652 $ 7,727 -$ 311,275
7.(1) The Company's income tax returns through 2001 have been assessed and approved by the Tax Collection Authority
except 2000 return. The Company unconvinced of the determination by the National Tax Administration already
appeals the determination in accordance with the provision of the Law of Appeal for 1998 return.
(2) Under the rules of Income Tax Law, operating loss can be carried forward for 5 years. As of September 30, 2004, theunutilized accumulative loss brought forward amounted to NT$ 19,022 thousand (US$ 560 thousand), which will
expire in 2009.
8. For nine months ended September 30, 2004 and 2003, the effective rate are 2.51% and 0%.
F-69

22) PENSION
The net pension cost is computed based on an actuarial valuation in accordance with the provision of SFAS
No.18, which requires consideration of pension cost components. The funding status of the pension plan is listed
as follows:
For the nine months periods ended September 30
ITEMS 2004 2003
Beginning balance $
Payable in the beginning
Recognized amount
Payable in the end
Ending balance $
NT$ US$ NT$
4,656 $ 137 $ 3,935
65 248
1,169 34 494
(667) (20) (61)
5,223 $ 153 $ 4,416
23) PERSONNEL EXPENSES, DEPRECIATION, DEPLETION, AND AMORTIZATION
The Company¡¦s expenses relatin g to personnel, depreciation, depletion and amortization for the nine months
periods ended September 30, 2004 and 2003 are as follows:
For the nine months periods ended September 30, 2004
Nature Operating Cost Operating Expenses Total
NT$ US$ NT$ US$ NT$ US$
Personnel
Salaries $ -$ -$ 31,816 $ 936 $ 31,816 $ 936
Labor and health
insurance --2,555 75 2,555 75
Pension --1,135 33 1,135 33
Others --1,081 32 1,081 32
$ -$ -$ 36,587 $ 1,076 $ 36,587 $ 1,076
Depreciation $ -$ -$ 5,281 $ 155 $ 5,281 $ 155
Depletion $ -$ -$ -$ -$ -$ -
Amortization expense $ -$ -$ 1,020 $ 30 $ 1,020 $ 30
F-70

For the nine months periods ended September 30, 2003
Operating
Nature Operating cost expenses Total
Personnel
Salaries $ -$ 24,816 $ 24,816
Labor and health insurance -1,846 1,846
Pension -494 494
Others -1,116 1,116
¡@¡@Total -$ 28,272$ 28,272$
Depreciation -$ 5,762$ 5,762$
Depletion $ -$ -$ -
Amortization -$ 420$ 420$
5. RELATED PARTIES TRANSACTIONS
The Company¡¦s significant transactions with related parties for the nine months periods ended September 30, 2004
and 2003 were summarized as follows:
1) NAMES AND RELATIONSHIPS OF RELATED PARTIES
Name of related parties Relationship
Rong Sian Lin The chairman of the company
Wan Ying You The director of the Company
Rong Huan Lin The second-grade relatives of the chairman of the Company
Run Song Lin Ciou The second-grade relatives of the chairman of the Company
Ta Cheng Construction Co. Ltd. The Subsidiary of the Company
Far East Co., Ltd. The Subsidiary of the Company
Radium Life-KaGaYa
International Hot Spring Hotel The Subsidiary of the Company
Jin Ye Co., LTD The legal entity supervisor of the Company
Rih Jyun Investment Co. The legal entitiy director of the Company
Radium Education Foundation The same chairman with the company
2) SIGNIFICANT RELATED PARTY TRANSACTIONS
(1) Purchases
The details about the constructions of the Company contracted by Tai Cheng Construction Co., Ltd. are as
follows:
F-71

A. Contracted Construction
Name of For the nine months periods ended September 30
Construction 2004 2003
NT$ US$ %NT$ %
Hsin Yi $ 87,223 $ 2,566 5.30 40,302 $ 68.12
Peng Lai 36,373 1,070 2.21 18,865 31.88
Yong Chung(Jiao 19) 239,522 7,047 14.55 --
Yong Chung
(Jiao 21) 77,139 2,269 4.68 --
Total 440,257 $ $ 12,952 26.74 59,167 $ 100.00
There is no significant difference of above-mentioned related party with regular customers.
B. Unfinished Construction
As of September 30, 2004, the payment of construction in Bei Tao contracted by the Tai Cheng amounted
to NT$ 54,250 thousand (US$ 1,596 thousand).
(2) Notes receivable
As of September 30,
2004 2003
Name of
related parties NT$ US$ % NT$ %
Far East Co., Ltd. $ 51 $ 2 0.01% $ --
(3) Accounts receivable
As of September 30,
2004 2003
Name of
related parties NT$ US$ % NT$ %
Rong Huan Lin $ 4,620 $ 136 26.29 $ --
Run Song Lin Ciou 1,510 44 8.59 --
Total $ 6,130 $ 180 34.88 $ --
The above-mentioned account receivables are resulted from the sales of Hsin Yi real estate, and the amount
of the contraction is NT$ 7,300 thousand (US$ 215 thousand).
F-72

(4) Other receivables
As of September 30,
2004 2003
Name of
related parties NT$ US$ % NT$ %
Tai Cheng Construction Co., Ltd 5,248$ 154$ 15.81 $ --
(5) Prepayments
As of September 30,
2004 2003
Name of related parties NT$ US$ % NT$ %
Tai Cheng Construction Co., Ltd. 17,143 $ 504$ 5.69 17,143 $ 3.40
(6) Notes payables
As of September 30,
2004 2003
Name of related parties NT$ US$ % NT$ %
Tai Cheng Construction Co., Ltd. 22,032$ 648$ 95.18 $ --
(7) Accounts payable
As of September 30,
2004 2003
Name of related parties NT$ US$ % NT$ %
Tai Cheng Construction Co., Ltd. 373,122 $ 10,977 $ 93.99 107,650 $ 68.70
(8) Exchange of Properties
As of September 30,
2004 2003
Amount of Gain on
Amount of Exchange Gain on disposal Exchange disposal
Name of related parties NT$ US$ NT$ US$ NT$ NT$
Far East Co., Ltd $ 49 $ 1 $ 1 $ -$ -$ -
F-73

(9) Rental Revenue
For the nine months periods ended September 30,
2004 2003
Name of related parties Purpose NT$ US$ NT$
Tai Cheng Construction
Co., Ltd.
Office on Room 2,
5F, No.270 , Sec.4,
428$ 13$ 428$
Radium Education
Foundation
Chung Hsiao E.
Rd. , Taipei 86 3 86
Rih Jyun Co., Ltd. 86 3 86
Jin Ye Co., Ltd. 86 3 86
Radium Life-KaGaYa
International Hot Spring Hotel 14 --
Total 700$ 22$ 686$
(10) Commitments and Contingent Liabilities
For the nine months periods ended September 30, 2004, the Co mpany has been the guarantor for the related
parties, Far East Co., Ltd., and endorsed for the amount of NT$ 285,600 thousand (US$ 8,402 thousand).
(11) Others- guarantor for loans
For the nine months periods ended September 30, 2004, the related parties provided their real estate as the
pledge for the Company¡¦s bank loans as follows:
Name of related parties Name of real estate
Rong Sian Lin Properties on Sec.4, Chung Hsiao E. Rd.
Rong Sian Lin Properties on Si Ban Village, San Jhih Township, Taipei
Far East Co., Ltd. Properties on Tai Yuan Rd. and Pin Yon Rd. in Taipei
F-74

1. PLEDGED ASSETS
   As of September 30, 2004 and 2003, the assets as follows were pledged as collateral for loans from financial
   institution.
   As of September 30,
   ITEMS 2004 2003
   NT$ US$ NT$
   Properties held for sale
   Construction in progress
   Land held for development
   Unfinished construction
   $ 605
   1,206
   901
   447
   $ 18
   35
   27
   13
   $ 860
   296
   858
   334
   Land 121 4 121
   Buildings, Net
   Rental Assets- Land
   50
   95
   1
   3
   51
   29
   Rental Assets- Buildings
   Restricted assets- Current
   59
   342
   2
   10
   13
   -
   Refundable deposits
   Restricted assets- noncurrent
   85
   --
   3 30
   41
   Total $ 3,911 $ 116 $ 2,633
   F-75

2. COMMITMENTS AND CONTINGENT LIABILITIES
   1) As of September 30, 2004 and 2003 the lists of co-construction with landowner were summarized as follows:
   As of September 30, 2004
   Projected Guarantee deposits paid
   Construction Landowner Site No. completion date until September 30, 2004 Remarks
   NT$ US$
   Jiao 19 Taipei City No. 140-2, March, 2005 $ -$ -Partial co-
   Government Sub-Sec. 4, construction
   and Far Sec. Young
   East Co., Ji, District
   Ltd. With Hsin Yi,
   other 3 Taipei
   people
   Jiao 20 Taipei City No. 140-2, September, 2005 --Partial co-
   Government Sub-Sec. 4, construction
   and Far Sec. Young
   East Co., Ji, District
   Ltd. With Hsin Yi,
   other 6 Taipei
   people.
   Total $ -$ -
   As of September 30, 2003
   Projected Guarantee deposits paid
   Construction Landowner Site No. completion date until September 30, 2003 Remarks
   Hsin Yi Jhou Lin No 868, San June, 2004 NT$ 6,000 Partial co-
   Jun yun Xing Sub-construction
   Sec. 1, Hsin
   Yi District
   2) As of September 30, 2004 and 2003, the Company¡¦s significant construction contracts with sub -contractors
   totaled approximately NT$ 1,494,286 thousand (US$ 43,963 thousand) and NT$ 509,287 thousand, and the
   Company had paid NT$ 882,207 thousand (US$ 25,955 thousand) and NT$ 139,141 thousand, respectively,
   which was stated as Construction-in-Progress and unfinished construction, in accordance to the progress of the
   construction.
   3) As of September 30, 2004 and 2003, the Company issued guarantee notes for loans and purchase of cars in the
   amount of NT$ 78,050 thousand (US$ 2,296 thousand) and NT$ 79,500 thousand, respectively.
   4) As of September 30, 2004 and 2003, the Company had supplied time deposits in the amount of NT$ 0 (US$ 0)
   and NT$ 41,366 thousand of CD as the mortgage for customers executing loans agreement. The above-mentioned
   mortgage has been continually canceled in 2004.
   5) As of September 30, 2004 and 2003, the Company guaranteed to loans of the two co-construction projects, Yong
   Chun and Hsin Yi. The amount of the guarantees was NT$ 285,600 thousand (US$ 8,402 thousand) and NT$
   46,800 thousand for each year.
   F-76

6) As of September 30, 2004, the Company issued notes of NT$ 74,366 thousand (US$ 2,188 thousand) for their
provision of prepayments of lands and rents.
7) The Company has singed a contract with I Din Development Co., Ltd. in 1999, stipulated that the Company will
pay NT$75,000 thousand to purchase all of the shares of Shuttle Development Co., Ltd., in exchange of Shuttle¡¦s
investment priority in Taipei MRT for Hsin -Tien Joint Development plan; in addition, the contract also required
the Company to pay I Din NT$25,000 thousand (including VAT) as the rewards of hiring the latter as the
consultant associated with Hsin -Tien Joint Development plan.
As with the above-mentioned joint development plan, the Company has signed the Joint Development Investment
Contract of Taipei Metropolitan MRT with Taipei City Government on December 18, 2001, which stipulated that
130 lots of land would be offered by Taip ei City Government and other landowners, with total 90,658.48 square
meters, to the Company for the real estate development in residential and commercial buildings, as well as
shopping malls. As stated in the contract, the equity allocation between the Company and the landowners,
including Taipei City Government, should be agreed upon by all related parties within 8 months, and the
Company should pay NT$439,046 thousand to Taipei City Government, as the repayment of the plan¡¦s basic
designing fee, the expenditure associated with the detailed design and construction of MRT facilities¡¦ joint
structure; besides, the Company should pay performance bond of NT$ 474,810 thousand within 30 days upon its
receipt of the contract. As of September 30, 2004, the performance bond issued by Cooperative Bank, on behalf
on the Company, was NT$ 106,088 thousand.
8) The Company has signed a joint-venture contract with Nan Po Resins Chemical Co. Ltd. on April 24, 2003, to
acquire the real estate of Yong Chun (Jiao 19 and Jiao 21) and join the development, with the contract price of
NT$ 2,006,464 thousand. As of September 30, 2004, the Company had paid NT$ 1,717,424 thousand, which was
stated as Construction in Progress and Prepayment; also, the Company had received fulfillment deposit of NT$
500,000 thousand from Nan Po to ensure full commitment.
8. SIGNIFICANT DISASTER LOSS: None.
9. SIGNIFICANT SUBSEQUENT EVENTS: None.
10. OTHERS:
1) SIGNIFICANT EVENTS:
The Company has signed a pre-sale contract with Jhong Rih Publishing Co . on December 7, 2001, to sell unit A1,
A2 and the basement of Chung Nan Case at a selling price of NT$ 1,026,490 thousand (sales tax inclusive) in
total. The Company has recognized sales revenue of NT$ 1,011,826 thousand, and operating cost of NT$ 631,786
thousand during 2002 and 2001. However, the above transaction had been reversed as a sales return in 2003,
resulting in a reduction of sales revenue of NT$ 1,011,826 thousand, a reduction of operating cost of NT$
631,786 thousand, and thus a reduction of operating profit of NT$ 380,040 thousand, and a reduction of profit
before tax of NT$ 380,040 thousand.
2) ACCOUNTS RECLASSIFIED
Certain accounts in the financial statements of the Company as of September 30, 2004 have been reclassified to
conform to the presentation of the current period.
3) IN ACCORDANCE TO SFAS NO.27, ¡§DISCLOSURES OF FINANCIAL INSTRUMENT¡¨ :
(1) Information on derivative financial instruments: None.
F-77

(2) Non-derivative financial instruments:
As of September 30,
2004 2003
Non-derivative financial instruments Book value Book value Fair value Fair value Book value Fair value
Assets NT$ US$ NT$ US$ NT$ NT$
Cash and cash equivalants 184,966 $ 5,442 $ 184,966 $ 5,442 $ $ 28,101 $ 28,101
Short-term investments, Net 6,960 205 6,960 205 6,374 6,374
Notes and accounts receivable 515,639 15,170 515,639 15,170 55,417 55,417
Restricted assets- current 341,431 10,045 341,431 10,045 -Long-
term investments 1,073,225 31,575 1,073,225 31,575 1,043,435 1,043,435
Restricted assets-non-current ----41,336 41,336
Liabilities
Short-term loans and bills payable 2,586,654 76,100 2,586,654 76,100 1,319,598 1,319,598
Notes and accounts payable 420,107 12,360 420,107 12,360 167,209 167,209
Long-term loans 410,930 12,090 410,930 12,090 710,210 710,210
Long-term loans payable- current portion 527,870 15,530 527,870 15,530 491,890 491,890
Method and assumptions used by the Company to estimate the fair value of financial instruments are as
follows:
A. The book value of short -term financial instruments on the balance sheet is estimated to be their fair value.
Since such financial instruments will soon be mature, the book value should be a reasonable basis to
estimate fair value. Such basis is applicable to cash and cash equivalents, notes and accounts receivable
restricted deposits (restricted assets), notes and accounts payable, short-term loans, and short -term bills
payable.
B. Market value of the short-term investments is determined by the average closing price of the last month of
the fiscal year. The market value of an open-end fund is the net asset value of the fund at the balance sheet
date.
C. The fair values of long-term investments accounted for under the equity method are the underlying equity
in the net assets of the investee companies. The fair values of long-term investments accounted for under
the cost method are their book values.
D. The fair value of long-term bank loans is based on their book value because there are no significant
difference between the present value of future cash flows and the carrying value as the related interest
rates approximate the market rates.
11. DISCLOSURES REQUIRED
1) INFORMATION ON SIGNIFICANT TRANSACTIONS:
(1) Loans to others: None.
(2) Endorsements and guarantees for others: Please refer to schedule 1.
F-78

(3) Marketable securities held on September 30, 2004: Please refer to schedule 2.
(4) Cumulative buying or sell ing of one specific security exceeding NT$ 100,000 thousand or 20% of paid -in
capital: None.
(5) Acquisition of real estate in excess of NT$100,000 thousand or 20% of paid -in capital: Please refer to
schedule 3.
(6) Disposals of real estate in excess of NT$100,000 thousand or 20% of paid-in capital: None.
(7) Purchases from and sales to related parties in excess of NT$ 100,000 thousand or 20% of paid-in capital:
Please refer to schedule 4.
(8) Receivables from related parties in excess of NT$100,000 thousand or 20% of paid -in capital: None.
(9) Transactions of Derivative financial instruments: None.
2) INFORMATION ON INVESTMENT OF INVESTEE COMPANIES :
Please refer to schedule 5.
(1) Loans to others: None.
(2) Endorsements and guarantees for others: Please refer to Schedule 1.
(3) Marketable securities held on September 30, 2004: Please refer to Schedule 2.
(4) Cumulative buying or selling of one specific security exceeding NT$ 100,000 thousand or 20% of paid -in
capital: None.
(5) Acquisition of real estate in excess of NT$100,000 thousand or 20% of paid -in capital: None.
(6) Disposals of real estate in excess of NT$100,000 thousand or 20% of paid -in capital: None.
(7) Purchases from and sales to related parties in excess of NT$ 100,000 thousand or 20% of paid -in capital:
None.
(8) Receivables from related parties in excess of NT$100,000 thousand or 20% of paid -in capital: Please refer to
schedule 6.
(9) Transactions of Derivative financial instruments: None.
3) INFORMATION ON INVESTMENT IN MAIN LAND CHINA: None.
12. SEGMENTAL FINANCIAL INFORMATION:
1) Financial information by industry segment: The Company primarily engages in the business of commitment of
constructions, sales and lease of residential and commercial buildings.
2) Financial information by geographic area: Not applicable as the Company operations are mainly located in
Taiwan.
3) Financial information on exports sales: not applicable.
4) Information of major customers: None.
F-79

Schedule 1) Endorsements and guarantees for others:
The ratio of the
The
Beneficiary Relationship The limit of Maximum balance Balance as of
amount of
accumulated The ceiling for
guarantee
Name guarantee for an September 30,
guarantee
with
to the net asset value
of the of company
total guarantee
of the guarantee
with the
Company
individual
enterprise
during the
period
2004
collateral
properties
as of September 30,
2004
amount
NT$ US$ NT$ US$ NT$ US$ NT$ US$ NT$ US$
Radium Life Jhou Lin Jin Yun None $ 1,092,336 $ 32,137 $ 46,800 $ 1,377 $ -$ -$ -$ -
Syu Siou Fen with None 1,092,336 32,137 35,060 1,031 ----
other 32 people
Far East Subsidiary 1,092,336 32,137 285,600 8,402 285,600 8,402 --
Total $ 285,600 $ 8,402 10.46% $ 1,820,559 $ 53,562
Far East Radium Life The Company --$ 1,053,000 30,980 93,000 2,736 187.79% --
Tech Co. Ltd

Schedule 2) The details of marketable securities held as of September 30, 2004
The Company Type of marketable securities
The relationship with
the Company
General ledger accounts
As of September 30, 2004
Number of shares Book Value Ownership % Market Value
NT$ US$ NT$ US$
Radium Life Mutual Funds None short -term 1,000,000 $ 10,000 $ 294 -$ 6,470 $ 190
investments 0
Radium Life Mutual Funds None ditto 50,000 500 15 -490 14
Radium Life Common Stock of Lin Kou Co. None long-term 1 5,100 150 0.10 --
investments -
Radium Life Common Stock of Tai Cheng Subsidiary ditto 17,012,409 61,786 1,818 93.57 7.89 -
Radium Life Preferred Stock of Tai Cheng Subsidiary ditto 5,000,000 50,000 1,471 ---
Radium Life Common Stock of Far East Subsidiary ditto 19,784,404 903,108 26,570 99.92 28.32 1
Radium Life Common Stock of
Radium Life -KaGaYa
International Hot Spring Hotel
Subsidiary ditto 5,400,000 53,231 1,566 100.00 9.86
Far East Common Stock of Jhu Sheng Investee company accounted ditto 300,000 --45.45 --
for under the equity
method of subsidiary
Three Point One Four Company None ditto -540 16 18.00 --

Schedule 3) Acquisition of real estate in excess of NT$ 100,000 thousand (US$ 3,028 thousand) or 20% of paid-in-capital.
Name of Date of Amount of Amount Name of Relationship Transaction Intention Other
Transaction with the of
Owner Properties Transaction Transaction been paid Party Company Price Basis Purchasing Agreements
NT$ US$ NT$ US$
Radium Life 1) 59th to 60 of land location April 24, $ 1,469,604 $ 43,236 $ 1,205,604 $ 35,469 Nan Pao None Real estate Construct To obtain the
No. 94-3 and 142-1 ,sub2003
Resins appraisal to sell privilege to
section 4 , Sec. Young Ji, for order Chemical statement develop and
Dis trict Hsin Yi, Taipei January 21, Co., Ltd invest Yong
2004 Chen station
Radium Life 2) Land location No.94, 94-1, for transfer of Nan Gang
94-5 and 142 sub-section 4, line of MRT
Section Young Ji, Dis trict
Hin Yi, Taipei.
Real estate Construct To obtain the
Radium Life Land location No.135, 136 May 7, 302,450 8,898 33,000 971 Li Tai Yue None appraisal to sell privilege to
138, 140, 141 and 149, 2004 Burial Co. statement develop and
sub-section 4, Sec. Wanfan, for order invest Mu Cha
Wunshan District, Taipei the date for line of MRT
trnasfer has
not set.
Far East Land location No.92, 92-1, January 9, 340,000 10,003 Payment -Jheng Siang None Real estate Construct To obtain the
141, 141-1, and 141-2 2004 in full
Construction
Co.
appraisal to sell privilege to
sub-section 4, Sec. Young Ji, for order statement develop and
Hin Yi District, Taipei. March 30, invest Yong
2004 Chen station
for transfer of Nan Gang
line of MRT
F-82

Schedule 4) Purchases from or sales to related parties exceeding NT$ 100, 000 thousand or 20% of paid-in capital:
Discription of and reasons for
differences in transaction
Term of transactions Accounts and notes receivable (payable)
terms compared to non-related
party transactions
Name of Relationship Percentage of Credit % of total accounts
with the Type of NT$ US$ total (sales) Balance and notes
Company related parties Company Transaction purchases terms Price Duration NT$ US$ receivable(payable)
Radium Life Tai Chen Subsidiary Sub$
440,257 $ 12,953 26.74 Depends on --$ 395,154 $ 11,626 94.06
construction Contract
F-83

Schedule 5) Information of investee companies:
Investor Investee Address
Major
operating
Original
investment
amount as of
September 30,
Holding
status as of
September
30, 2004
Net
income
(loss)
of the
investee
Investment income
(loss) recognized by
the Companyactivities
2004 2003
Number of
shares
% of
ownership
Book
value
NT$ US$ NT$ US$ NT$ US$ NT$ US$
Radium Life
Common Stock
of Tai Cheng
Room 2, 5F, No. 270
Sec.4, Chung Hsiao E.
Rd., Taipei
Construction $ 65,500 $ 1,927 $ 65,500 17,012 93.57% $ 61,786 $ 1,818 $ (3,686) $ (108) $ (13,933) $ (410)
Radium Life
Preferred Stock
of Tai Cheng
ditto Construction 50,000 1,471 50,000 5,000 50.00% 50,000 1,471 ----
Radium Life
Common Stock
of Far East
No.29, Pingyang St., Gymstadium 973,525 28,642 963,525 19,784 99.92% 903,108 26,570 (20,609) (606) (20,593) (606)
Datong District,
Taipei
Radium Life
Radium Life-
KaGaYa
5F, No. 270 Sec.4, Hotel 54,000 1,589 -5,400 100.00% 53,231 1,566 (769) (23) (769) (23)
International
Hot Spring
Hotel
Chung Hsiao E. Rd.,
Taipei

Schedule 6) Receivable from related parties exceeding NT$ 100,000 thousand (US$ 3,028 thousand) or 20% of paid -in capital:
Company as the Name of the Balance of receivable from Overdue Receivable Balance of
creditor counter party
Relationship
related parties
Turnover Rate
Amount
Action Adopted
for overdue
accounts
Subsequent
collection
allowance for
bad debts
Tai Chen Radium Life Parent-Subsidiary Notes Receivable NT$ 22,032 --NT$ --
Accounts Receivable 373,123 103,881
Total NT$
(US$
395,155
11,626)
313.09%
NT$ 103,881
(US$ 3,056)
F-85

HEAD OFFICE OF THE COMPANY
5F, 270, Section 4, Chung Hsiao East Road
Taipei, Taiwan ROC
TRUSTEE
The Hongkong and Shanghai Banking Corporation Limited
1 Queen¡¦s Road
Central
Hong Kong
PRINCIPAL PAYING, REPLACEMENT AGENT REGISTRAR
TRANSFER AND
CONVERSION AGENT
The Hongkong and Shanghai HSBC Institutional Trust
The Hongkong and Shanghai Banking Corporation Limited Services (Singapore) Limited
Banking Corporation Limited 1 Queen¡¦s Road 21 Collyer Quay1 Queen¡¦s Road Central #14-01 HSBC Building
Central Hong Kong Singapore 049320
Hong Kong Republic of Singapore
LEGAL ADVISERS
To the Trustee To the Lead Manager To the Companyas to English law as to English law as to ROC law
Sidley, Austin, Brown & Wood
39th Floor
Sidley, Austin, Brown & Wood
39th Floor
Taian Law Office
8th Floor,
Two International Finance Centre Two International Finance Centre No.59 Guancian Road
8 Finance Street 8 Finance Street Taipei, Taiwan
Central Central ROC
Hong Kong Hong Kong
AUDITORS
New Toppest CPAs and Co.
11F, 120, Chung Hsiao East Road
Taipei, Taiwan
ROC