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SPC AGM Information 2019

Jul 12, 2019

52126_rns_2019-07-12_d1027850-fa9d-49f9-b2c8-628f7898fde5.pdf

AGM Information

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Stock symbol: 2496

Success Prime Corporation

2019 Annual Shareholders’ Meeting

Handbook

(Translation)

May 2, 2019

2F No. 11, Kezhong Road, Zhunan Town, Miaoli County, Science Park, Hsinchu, Taiwan

Success Prime Corporation 2019 Annual Shareholders Meeting Procedure

  1. Call the Meeting to Order

  2. Message from the Chairman

  3. Report Items

  4. Proposals Items

  5. Discussion Items

  6. Elections

  7. Other Agendas

  8. Questions and Motions

9. Adjournment

2

Success Prime Corporation 2019 Annual Shareholders Meeting Agenda

Time: 2019. 05. 02 (Thursday) Morning 9am

Place: 2F, No. 11, Kezhong Road, Zhunan Town, Miaoli County (The Company's meeting room)

  • I. Chairman Call Meeting to Order

  • II. Message from the Chairman

III. Report Items

  1. The Company’s 2018 Annual Business Report

  2. Independent Auditors’ Report on the 2018 Consolidated Financial Statements

  3. Report on the 2018 Compensation Distribution of Employees and Directors

  4. Report of Second Share Buyback Implementation

  5. IV. Proposals Items

  6. Proposal for the 2018 Business Report and Financial Statements

  7. Proposal for Distribution of 2018 Profits

  8. V. Discussion Items

  9. Amendment to the Operational Procedures for Acquisition and Disposal of Assets

  10. Amendment to the Operational Procedures for Loaning of Company Funds

  11. Amendment to the Operational Procedures for Endorsements and Guarantees

VI. Elections

  1. The 12[th] Election of Directors and Independent Directors

VII. Other Agendas

  1. Proposal of Release the Prohibition on New Directors from Participation in Competitive Business

VIII. Questions and Motions

  • IX. Adjournment

1

Report Items

  1. The Company’s 2018 Annual Business Report

Explanation: The 2018 Business Report is attached as pp. [7~8], Attachment 1.

  1. Independent Auditors’ Report on the 2018 Consolidated Financial Statements

  2. Explanation: Independent Auditors’ Review Report is attached as pp. [9], Attachment 2.

  3. Report on the 2018 Compensation Distribution of Employees and Directors

  4. Explanation:

  5. a. According to Article 12 of the Company’s Articles of Incorporation:

    • Employees compensation should be no less than 3%, Directors’ compensation should not exceed 5%.

  6. b. In accordance with the Company’s 2018 Net Income of NT$ 124,999,777, the compensation is distributed in cash with NT$ 3,749,928 as employee compensation and NT$ 3,124,982 as Directors compensation.

  7. Report of Second Share Buyback Implementation

Explanation: Status of the Company’s Share Buyback Implementation is attached as pp. [10], Attachment 3.

3

Proposals Items

1. (Proposed by the Board)

Proposal: Adoption of the 2018 Business Report and Financial Statements

Explanation:

  • a. The Company’s 2018 Business Report and Financial Statements have been approved by the Board and examined by the supervisors, the Financial Statements were audited by independent auditors, Chin-Chuan Shih and Shu-Lin Liu auditors of Deloitte, review reports were formulated.

  • b. 2018 Business Report, Independent Auditors’ Report and Financial Statements are attached as follow pp. [7-8] Attachment 1, pp. [11-21] Attachment 4, and pp. [22-31] Attachment 5.

Resolution:

2. (Proposed by the Board)

Proposal: Adoption of the Proposal for Distribution of 2018 Profits

Explanation:

  • a. The 2018 Profit Distribution Table is attached as pp. [32], Attachment 6.

  • b. Within 2018 net profit after tax, NT$ 69,041,600 is set aside as cash dividends to shareholders, according to Shareholders and their number of shares held in the shareholder list on the ex-dividend date, a cash dividend of NT$ 4 per share is proposed. (The distributable cash dividend is calculated in NT$, and figures are rounded up.) The total fractional amount of distribution under NT$1 is listed in Shareholders’ Equity.

  • c. In the event that, after the distribution record date and issue date, the proposed profit distribution is affected by the change in number of outstanding shares, the Board of Directors is authorized to attend to and amend such related matters.

Resolution:

4

Discussion Items

1. (Proposed by the Board)

Proposal: Amendment to the Operational Procedures for Acquisition and Disposal of Assets. Please proceed to discuss.

Explanation:

  • a. In order to conform to the needs of commercial practice (or amendments to related commercial laws), the company hereby proposes to amend the Operational Procedures of Acquisition and Disposal of Assets.

  • b. Operational Procedures Amendment for Acquisition and Disposal of Assets, please refer to pp. [33-41], Attachment 7.

  • Resolution:

2. (Proposed by the Board)

Proposal: Amendment to the Operational Procedures for Loaning of Company Funds. Please proceed to discuss.

Explanation:

  • a. In order to conform to the needs of commercial practice (or amendments to related commercial laws), the company hereby proposes to amend the Operational Procedures of Loaning of Company Funds.

  • b. Operational Procedures Amendment for Loaning of Company Funds, please refer to pp. [42-44], Appendix 8.

Resolution:

3. (Proposed by the Board)

Proposal: Amendment to the Operational Procedures for Endorsements and Guarantees. Please proceed to discuss.

Explanation:

  • a. In order to conform to the needs of commercial practice (or amendments to related commercial laws), the company hereby proposes to amend the Operational Procedures of Endorsements and Guarantees.

  • b. Operational Procedures Amendment for Endorsements and Guarantees, please refer to pp. [45-46], Appendix 9.

Resolution:

5

Elections

1. (Proposed by the Board)

Proposal: The 12[th] Board Election of Directors and Independent Directors. Please proceed to elect.

Explanation:

  • a. The term of Board Directors (including Independent Directors) will end on 05/08/2019. The Company proposes to duly elect new Board Directors (including Independent Directors) at 2019 Annual Shareholders Meeting; the former Directors (including Independent Directors) will be discharged after reelection.

  • b. According to Article of Incorporation, the Company should elect 5 to 9 Directors from the nomination list, in which Independent Directors should be no less than 3 people. The Annual Shareholders Meeting shall elect 6 Directors and 3 Independent Directors.

  • c. The term for new Board of Directors is three years, will start immediately after Shareholders Meeting election, from 05/02/2019 and conclude on 05/01/2022.

  • d. The Directors and Independent Directors Nomination List is attached as pp. [47-48], Appendix 10.

Resolution:

Other Agendas

1. (Proposed by the Board)

Proposal: Proposal of Release the Prohibition on New Directors from Participation in Competitive Business. Please proceed to discuss.

Explanation:

  • a. According to Article 209 of Corporate Law, important information regarding Directors’ actions associated with the Company’s business operations for either personal or others use should be explained and approved during the Shareholders Meeting.

  • b. To meet actual business needs and under no conflict of interest, the Company’s new elected Directors and Representatives, that have investment or business operations in other similar industry Companies, shall propose the agreement of releasing the prohibition of new Directors from Participation in Competitive Business to Shareholders Meeting in accordance with the law.

  • c. The Directors Candidate List and Positions Details, please refer to pp. [49], Appendix 11.

Resolution:

Questions and Motions

Adjournment

6

Attachment 1

Success Prime Corporation 2018 Annual Business Report

The Company continuously invest in the development of optical fiber network and optical communications in various fields, beyond that, it has acquired 100% equity of Chen Li Educational Group Co., Ltd in 2017. In 2018, through Chen Li Education’s comprehensive understanding of the education industry and planning of digital development, the Corporation can achieve innovative transformations and cross-industry planning, generating greater profits.

2018 Business Operations Results

The Company’s 2018 consolidated operating income is NT$ 917,579, achieving 11.57% growth compared to 2017 operating income NT$ 822,409; 2018 Consolidated Comprehensive Income is NT$124,866, which reduced 19.43% in comparison with 2017 Comprehensive Income NT$154,981.

The main reason for the increase in consolidated operating income, other than from the growth of optical fiber business, is from the M&A benefits of acquiring 100% equity of Chen Li Education in 2017. The reduction in consolidated comprehensive income is due to the addition of Chen Li Education’s marketing-related cost. In the future, management team shall focus on implementing diverse business strategies, and through the dual business engines Optical Fiber Production and Education Business, continue to increase the scale and efficiency of operations.

2019 Business Prospects

The Company 2019 Business Plan Strategy is as follows:

Optical Fiber Enterprise

  1. Promote optimization of production capacity and reduce costs

In order to enhance the product competitiveness, production facilities will be gradually updated, with a view to improving production efficiency, reduce production costs, improve product quality management, and increase business gross profits thereby create higher operations efficiency.

  1. Develop new markets and actively drive sales growth Continue to actively expand revenue and profit growth, by expanding to niche customer of different application areas and participate in the domestic Chunghwa Telecom case and other optical fiber/cable bidding projects.

Education Enterprise

  1. Establish the K12 Integrated Education platform in accordance to 2019 Education Curriculum and STEM trend, to expand Business Projects.

  2. Not only to continuously promote "Chen Li Education’s" high school curriculum tutorials, but also fully drive the educational sales for Middle school and Elementary STEM education. The Elementary curriculum is designed based on academic disciplines, integrated with STEMath thinking, programming design, hands-on practice

7

and other literacy learning. Through working with Children English Academy and regional tutorial schools, gradually expand operating locations, driving overall business growth.

  • Explore the possibilities of vertical integration with same-industry firms and cross-industry collaborations, so that the product and service can drive more revenues and profits.

  • Marketing of Digital Products and Courses for China and Taiwan

Beyond Xiamen’s 5 teaching centers, the new digital elementary Math products, test system and teacher training programs are planning to be implemented in China through many other education channels. By leveraging Chen Li Education’s core competencies of solid mathematical content, the Management plans to expand rapidly by replicating the business model in different regions, generating higher revenue for the Corporation.

  1. Deepening the Operation Management of Enterprise

The introduction and development of outstanding talents who identify with Chen Li Education’s objectives, through their participation in process of decision-making and leading the future direction, they can help with the management and operations of the enterprise, manage post-investment procedures after the M&A process, for enterprise to create another growth momentum.

Future Remarks

In the future, we will continue to optimize the production capacity of optical fiber enterprise and the explore new markets; in addition to enhancing the brand share in education industry, increase cooperation with the same-industry and cross-industry firms, and strive to create more profits for shareholders, generating better operating results to return the years of support from all shareholders.

8

Attachment 2

Success Prime Corporation Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2018 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of Deloitte & Touche was retained to audit SPC's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Success Prime Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

The Audit Committee of Success Prime Corporation

March 20, 2019

9

Attachment 3

Success Prime Corporation Execution Situation of Shares Buyback

Time of Shares Buyback Second
Purpose of Shares Buyback Transfer of shares to
employees
Buyback Period 2018/8/20~2018/9/11
Buyback Interval Prices NT$85 ~ NT$160
Type and Quantity of shares bought back (Note) Common:
199,000 shares
Amount of Shares bought back NT$ 21,956,346
Quantity of Shares that have been sold and transferred 0 shares
Cumulative number of shares held by the company 199,000 shares
Cumulative holdings of shares in the company as a
proportion of the total number of shares issued(%)		 1.14％
Note: Based on the effective use of funds and the maintenance of shareholders'
rights and balance market mechanism, depending on the stock price changes and
volume status, the Company adopted buyback shares in separate batches strategy,
therefore,the buyback is not completed.

10

Attachment 4

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Success Prime Corporation

Opinion

We have audited the accompanying financial statements of Success Prime Corporation and its subsidiaries (SPC), which comprise the balance sheets as of December 31, 2018 and 2017, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of 2018 Success Prime Corporation consolidated financial statements are described as follow:

Revenue Recognition of Education Services

Success Prime Corporation’s main source of business revenue is from education service, note on its revenue recognition policy please refer to the Consolidated Financial Report Attachment 4(15). The revenue recognition of the Success Prime Corp. Education Service, collect student prepaid full tuition payment, then calculated and recognized as revenue according to the actual teaching timeline of the course. Due to the wide range of education service revenue from various courses offered, and the large volume of transactions, the auditors believe that the correctness of the revenue calculation from education services may possess potential risks and therefore list it as a key audit matter.

11

The audit procedure by the Auditors is as follows:

  1. Understand and test the effectiveness of the design and implementation of the main internal control system for the calculation process of education service revenue.

  2. Verify the authenticity of the information related to the Education Service Revenue statement used by the Success Prime Corp., including random spot check on the collection of student tuition matches the prepaid account amount, and check on the consistency between the teaching time periods used for revenue amortization and actual class syllabus schedule.

  3. Test the validity of the calculation formulas of the tuition distribution calculation and re-verify the correctness of the calculation spreadsheet.

Assessment of Goodwill and Trademark Impairment

The Goodwill and Trademark rights of the Success Prime Corp. are considered as significant assets, displaying high value amount in the consolidated balance sheet. In accordance with the IFRS Article 36 regulation on "impairment of assets", Success Prime Corp. shall conduct annual impairment testing of Goodwill and Trademark rights, as well as measure the recoverable amount of Goodwill and Trademark rights. When the Management is deciding future operating cash flows, the consideration will base on future business outlook of the projected sales growth rate and profit margin, and calculate the weighted average capital cost rate as the discount rate. As these estimations and judgments of assumptions and management subjective views might be affected by high uncertainty of future markets or economic conditions, they are classified as key audit matters. The disclosure of relevant accounting policies and information of Goodwill and Trademark rights, please refer to the Consolidated Financial Statements Attachment 4, 5, 13 and 14.

The main verification procedures by the accountant for Management impairment assessment of Goodwill and Trademark rights as follows:

  1. Assess the professional qualifications, suitability and independence of external independent evaluation experts entrusted by Management to assist the impairment tests implementation, identifying items that imposes no effect on their objectivity and no limit on the scope of their work, and that the methods used by the evaluators use are in compliance with regulations.

  2. Understand the process and basis of revenue growth rate and profit margin projected by Management to estimate future operational outlook, and whether it takes into account the recent operation results, historical trends and industry profile.

  3. Evaluate the recoverable amount calculated by the management base on the value of use model, the weighted average cost rate used, including the assumptions of risk-free compensation interest rate, volatility and overpayment risk, and whether it is consistent with Company’s current status and its industry conditions, then re-execute and verify the calculations.

Other Matters

Success Prime Corp. has prepared 2018 and 2017 parent company only financial statements and an Audit Report has been issued by the Auditors, for reference.

Responsibility of Management and Governance Units over the Consolidated Financial Statements

The responsibility of the Management is to formulate the Consolidated Financial Statements in accordance to the financial reports preparation guidelines by securities issuer and be approved by the Financial Supervisory Commission; to release Consolidated Financial Statements that is prepared through effective international Financial Reporting Standards, International accounting standards, and permissible interpretation notices; to maintain the

12

necessary internal controls relating to the preparation of Consolidated Financial Statements, ensuring that the Consolidated Financial Statements do not contain significant false representations of fraud or error.

In preparing the Consolidated Financial Statements, the responsibilities of the management also include assessing the ability of the Success Prime Corp. to sustain its operations, the disclosure of related matters, and the adoption of the accounting basis for sustainable operations, unless the Management intends to liquidate Success Prime Corp. or terminate business, or other options that are not practical besides than liquidation or closure. The governance unit of the Success Prime Corp. (the Audit Committee included) has the responsibility to supervise financial reporting procedures.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the

13

consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chin-Chuan Shih and Shu-Lin Liu.

Deloitte & Touche Taipei, Taiwan Republic of China March 20, 2019

Notice to Readers

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

14

Success Prime Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)


ASSETS

Current assets
Cash and cash equivalents (Note 6)

Financial assets at amortized cost (Note7)

Investments in debt instrument without active market (Note 8)

Notes and accounts receivable, net (Note 9)

Other receivables (Note 9)

Current tax assets

Inventories (Note 10)

Other current assets (Note 16)

Total current assets

Non-current assets
Financial assets at amortized cost (Notes 7, 32)

Investments in debt instrument without active market (Notes 8, 32)

Property, plant and equipment (Notes 12,32)

Trademarks (Note 14)

Goodwill (Note 13)

Other intangible assets, net (Note 14)

Deferred income tax assets (Note 2, 3)

Cash surrender value of life insurance (Note 15)

Net defined benefit assets (Note 20)

Other non-current assets (Notes 16, 31)

Total non-current assets

Total assets

LIABILITIES AND EQUITY

Current liabilities
Short-term borrowings (Notes 17, 32)

Notes and accounts payable (Note 18)

Current income tax liabilities

Other payables (Note 19)

Advance tuition receipts

Other current liabilities (Note 19)

Total current liabilities

Non-current liabilities
Deferred income tax liabilities (Notes 23)

Non-current provisions

Total non-current liabilities

Total liabilities

Equity attributable to shareholders of the company (Note 21)
Ordinary shares

Capital surplus

Retained earnings
Legal Reserve

Special Reserve

Unappropriated retained earnings

Total retained earnings

Other equity interest

Treasury shares

Total equity attributable to owners of the Company

Non-controlling interests (Note 21)

Total Equity

Total liabilities and equity
 December 31, 2018
Amount
％
$210,011
16
4,561
-
-
-
73,032
6
193
-
6,435
1
58,039
4
10,990
1
363,261
28
4,420
-
-
-
304,248
23
404,144
31
81,419
6
2,988
-
38,015
3
83,555
6
7,561
1
23,716
2
950,066
72
$1,313,327
100

$135,000
10
30,345
2
13,087
1
77,137
6
258,889
20
6,313
1
520,771
40
4,044
-
1,700
-
5,744
-
526,515
40
174,594
13
367,081
28
13,868
1
772
-
247,576
19
262,216
20
(1,611)
-
(21,956)
(2)
780,324
59
6,488
1
786,812
60
$1,313,327
100		 December 31, 2017
Amount
％
$268,983
21st
-
-
4,662
-
30,509
3
1,596
-
35
-
28,606
2
32,934
3
367,325
29
-
-
4,420
-
271,495
22
404,144
32
81,419
6
420
-
19,314
2
78,726
6
7,492
1
25,318
2
892,748
71
$1,260,073
100
$65,000
5
32,494
3
5,347
-
59,800
5
285,380
23
25,086
2
473,107
38
3,506
-
1,700
-
5,206
-
478,313
38
165,480
13
479,549
38
130
-
-
-
137,373
11
137,503
11
(772)
-
-
-
781,760
62
-
-
781,760
62
$1,260,073
100

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

15

Success Prime Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars)

Operating revenue
Sales Revenue
Service Revenue
Total operating revenue
Operating costs (Notes 10, 22)
Cost of sales
Cost of services
Total operating costs
Gross profit
Operating expenses (Notes 20, 22, 31)
Marketing
General and administrative
Research and development
Total operating expenses
Income from operations
Non-operating income and expenses
Other income (Note 22)
Other gains and losses (Note 22)
Finance costs (Note 22)
Total non-operating income and expenses
Income before income tax
Income tax expense (Note 23)
Net income		 2018
Amount
％
$218,361
24
699,218
76
917,579
100
140,467
15
346,537
38
487,004
53
430,575
47
79,673
9
224,393
24
14,699
2
318,765
35
111,810
12
8,697
1
2,122
-
(1,550)
-
9,269
1
121,079
13
5,375
1
126,454
14		 2017
Amount
％
$200,253
24
622,156
76

822,409
100
129,982
16
285,938
35
415,920
51
406,489
49
49,280
6
199,077
24
9,434
1
257,791
31
148,698
18
4,275
-
4,414
1
(999)
-
7,690
1
156,388
19
2,369
-
158,757
19

(continued)

16



Total other comprehensive income (loss)
(Notes 20, 22)
Items that will not be reclassified to profit or loss:
Remeasurements of the defined benefit
pension-plans
Income tax relating to items that will not be
reclassified to profit or loss

Items that may be reclassified subsequently to
profit or loss:
Exchange differences arising from the translation
of the foreign operations
Income tax benefit relating to items that may be
reclassified subsequently to profit or loss

Total other comprehensive income (loss) after tax

Total comprehensive income


Net income (loss) attributable to:

Shareholders of the company

Non-controlling interests



Total comprehensive income (loss) attributable to:
Shareholders of the company

Non-controlling interests



Earnings per share (Note 23)

Basic earnings per share

Diluted earnings per share
 2018
Amount


(25)

(128)

(153)

(650)

(189)

(839)

(992)


$125,622



$124,866

1,588

$126,454



$123,874

1,588

$125,462



$7.18
$7.16		 %
-
-
-
-
-
-
-
14
14
-
14
14
-
14		 2017
Amount
％
(564)
-
96
-
(468)
-
(1,112)
-
189
-
(923)
-
(1,391)
-
$157,366
19
$154,981
19
3,776
-
$158,757
19
$153,741
19
3,625
-
$157,366
19
$8.92
$8.86

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

17

Success Prime Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

Balance, January 1, 2017

Appropriation of 2016 earnings
Legal Reserve

Cash dividends distributed by the Company-
NT$ 0.07 per share

Capital surplus transferred to common stock
Capital surplus distributed as cash- NT$ 2.43
per share

Acquisition of partial equity interests in
subsidiaries

Changes of ownership interests in
subsidiaries

Net income (loss) of 2017

Other comprehensive income (loss) after tax
of 2017

Total comprehensive income (loss) of 2017
Balance, December 31, 2017

Appropriation of 2017 earnings
Legal Reserve

Special Reserve

Capital surplus transferred to common stock
Capital surplus distributed as cash- NT$ 6.50
per share

Issuance of ordinary shares under employee
share options

Increase in non-controlling interests

Net income (loss) of 2018

Other comprehensive income (loss) after tax
of 2018

Total comprehensive income (loss) of 2018
Buy-back of treasury shares

Balance, December 31, 2018
 EquityAttributableto Stockholders of the Company EquityAttributableto Stockholders of the Company EquityAttributableto Stockholders of the Company Treasury Shares
$-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(21,956)

($21,956)
 Non-Controlling
Interests

$-

-

-

-

-

69,954

(73,579)

3,776

(151)

3,625

-

-

-

-

-

-

4,900

1,588

-

1,588

-

$6,488
 Total Equity
Capital Stock-Common Equity
Shares
(In Thousands)
Amount
15,760
$157,600

-
-

-
-

788
7,880

-
-

-
-

-
-

-
-

-
-

-
-

16,548
165,480

-
-

-
-

831
8,314

-
-

80
800

-
-

-
-

-
-

-
-

-
-

17,459
$174,594
 Capital Surplus
$525,655

-

-

(7,880)

(38,226)

-

-

-

-

-

479,549

-

-

(8,314)

(108,082)

3,928

-

-

-

-

-

$367,081
 Retained surplus Total

$1,304

-

(1,174)

-

-

-

(17,140)

154,981

(468)

154,513

137,503

-

-

-

-

-

-

124,866

(153)

124,713

-

$262,216
 Other
Foreign
Currency
Translation Reserve
$-

-

-

-

-

-

-

-

(772)

(772)

(772)

-

-

-

-

-

-

-

(839)

(839)

-

($1,611)
Shares
(In Thousands)
15,760

-

-

788

-

-

-

-

-

-

16,548

-

-

831

-

80

-

-

-

-

-

17,459
 Legal Reserve
$-

130

-

-

-

-

-

-

-

-

130

13,738

-

-

-

-

-

-

-

-

-

$13,868
 Special Reserve
$-

-

-

-

-

-

-

-

-

-

-

-

772

-

-

-

-

-

-

-

-

$772
 Unappropriated
Earnings
$1,304

(130)

(1,174)

-

-

-

(17,140)

154,981

(468)

154,513

137,373

(13,738)

(772)

-

-

-

-

124,866

(153)

124,713

-

$247,576
$684,559
-
(1,174)
-
(38,226)
69,954
(90,719)
158,757
(1,391)
157,366
781,760
-
-
-
(108,082)
4,728
4,900
126,454
(992)
125,462
(21,956)
$786,812

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

18

Success Prime Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


Cash flows from operating activities
Income before income tax

Depreciation expense:
Amortization expense

Reversal of expected credit losses on
investments in debt instruments
Provision for doubtful accounts

Finance costs

Interest income

Loss on disposal of property, plant and
equipment
Remeasurements of gain of originally
acquired interest
Provision for inventory

Loss (gain) on foreign exchange, net
Increase in cash surrender value of life
insurance
Changes in operating assets and liabilities:
Notes and accounts receivables

Other receivables

Inventories

Other current assets

Net defined benefit assets

Notes and accounts payable

Other payables

Advance tuition receipts

Other current liabilities

Cash generated from operations

Interest received

Interest paid

Income tax paid

Net cash generated by operating activities
Cash flows from investing activities
Acquisition of Financial assets at amortized
cost
Proceeds from disposal of Financial assets
at amortized cost
Acquisition of of Investment in debt
instruments without active market		 107Annual

$121,079

18,207

1,109

-

1,550

(992)

1

-

2,934

(760)

(4,829)

(42,586)

1,436

(32,367)

22,985

(94)

(2,142)

18,479

(26,491)

(18,789)

58,730

959

(1,550)

(11,765)

46,374

(9,211)

9,211

-
 106Annual
$156,388
16,707
601
11
999
(378)
2
(8,994)
(4,694)
1,702
(1,223)
3,682
39,197
2,294
51,573
(109)
5,140
23,913
33,017
(38,410)
281,418
1,012
(1,062)
(14,060)
267,308
-
-
(5,542)

19

Proceeds from disposal of Investment in
debt instruments without active market
Acquisition of net cash outflow from
subsidiaries (note 26)
Purchase of intangible assets

Proceeds from disposal of property, plant
and equipment
Purchase of property, plant and equipment
Net decrease (increase) in refundable
deposit
Payment of life insurance costs

Cash inflow on the disposal of cash
surrender of life insurance
Net cash used in investing activities

Cash flows from financing activities
Increase in short-term loans

Decrease in short-term loans

Issuance of cash dividends

Employee execution on stock options

Payments for buy-back of treasury shares

Changes in non-controlling interests

Net cash used in financing activities

Effect of exchange rate changes on cash and
cash equivalents
NET increase (decrease) in cash and cash
equivalents
Cash and cash equivalents, beginning of
year
Cash and cash equivalents, end of year
 2018
$-

-

(2,677)

36

(49,675)

(3,318)

(4,092)

4,092

(55,634)

629,500

(559,500)

(108,082)

4,728

(21,956)

4,900

(50,410)

698

(58,972)

268,983

$210,011
 2017
$678,183
(427,207)
-
-
(23,550)
718
(7,161)
-
215,441
149,000
(283,600)
(39,400)
-
-
(90,719)
(264,719)
(2,798)
215,232
53,751
$268,983

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

20

Attachment 5

Independent Auditors’ Report

The Board of Directors and Shareholders Success Prime Corporation

Opinion

We have audited the accompanying parent company only financial statements of Success Prime Corporation (the “Company”), which comprise the parent company only balance sheets as of December 31, 2018 and 2017, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2018 and 2017, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2018 are stated as follows:

Evaluation of investment impairment using equity law

The management shall, on each balance sheet date, assess whether there are any signs of derogation from the investment when using the equity law. Since the assessment takes into account SPC Management’s subjective estimation the discount rate for its future cash flow forecast, and it has been identified as a key audit matter. For disclosure of relevant accounting policies and information, please refer to Notes 4, 5, 9 of parent company only financial statements.

21

Our key audit procedures performed in respect of the above area included the following:

  1. Obtain an assessment form of asset impairment by the management;

  2. Evaluate the validity of the management identification of the signs of impairment and the assumptions and sensitivities used, including the basis and the appropriateness of the evaluation model, revenue growth rate, profit margin and discount rate.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

22

required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chin-Chuan Shih and Shu-Lin Liu.

Deloitte & Touche Taipei, Taiwan Republic of China March 20, 2019

Notice to Readers

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

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

23

interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

24

Success Prime Corporation

PARENT COMPANY ONLY BALANCE SHEETS (In Thousands of New Taiwan Dollars)












































ASSETS
Current assets
Cash and cash equivalents (Note 6)
Notes and accounts receivable, net (Note 7)
Accounts receivables-related parties (Note 25)
Current income tax assets
Inventories (Note 8)
Other current assets (Note 12)
Total current assets
Non-current assets
Investments accounted for using equity method (Notes 5, 9)
Property, plant and equipment (Note 10)
Net investment property (Note 11)
Computer software
Deferred income tax assets (Note 19)
Net defined benefit assets (Note 16)
Other non-current assets (Note 12)
Total non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings (Notes 13, 26)
Notes and accounts payable (Note 14)
Other payables (Note 15)
Current income tax liabilities
Other current liabilities (Note 15)
Total current liabilities
Non-current liabilities
Deferred income tax liabilities (Note 19)
Guarantee deposits received (Note 25)
Total non-current liabilities
Total liabilities
Equity (Note 17)
Ordinary Shares
Capital surplus
Retained earnings
Legal Reserve
Special Reserve
Unappropriated retained earnings
Total retained earnings
Other equity interest
Treasury shares
Total equity
Total liabilities and equity		 December 31, 2018 ％
6
6
6
-
6
1
25
66
-
3
-
4
1
1
75
100
14
3
4
1
-
22
-
-
-
22
17
37
1
-
25
26
-
(2)
78
100		 December 31, 2017
Amount

$60,324

61,808

61,437

12

58,039

3,853

245,473

660,420

6,051

32,631

694

36,364

7,561

9,464

753,185

$998,658

$135,000

26,563

37,787

12,277

4,695

216,322

1,812

200

2,012

218,334

174,594

367,081

13,868

772

247,576

262,216

(1,611)

(21,956)

780,324

$998,658
 Amount

$80,009

29,487

-

35

28,606

29,108

167,245

717,634

3,546

-

30

16,916

7,492

1,257

746,875

$914,120

$65,000

8,106

34,836

-

23,144

131,086

1,274

-

1,274

132,360

165,480

479,549

130

-

137,373

137,503

(772)

-

781,760

$914,120
 ％
9
3
-
-
3
3
18
79
-
-
-
2
1
-
82
100
7
1
4
-
2
14
-
-
-
14
18
53
-
-
15
15
-
-
86
100

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

25

Success Prime Corporation

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)


Operating revenue
Sales revenue

Service revenue (Note 25)

Total operating revenue

Operating costs (Notes 8, 18)
Cost of sales

Cost of services

Total operating costs

Gross profit

Operating expenses (Notes 16, 18)
Marketing

General and administrative

Research and development

Total operating expenses

Income from operations

Non-operating income and expenses
Other income (Note 18)

Other gains and losses (Note 18)

Finance costs (Note 18)

Net investment income or loss
accounted for using equity method
for subsidiaries
Total non-operating income and
expenses		 2018
Amount
％

$218,361
47

246,079
53

464,440
100

142,653
31

139,433
30

282,086
61

182,354
39

17,441
4

35,265
8

14,867
3

67,573
15

114,781
24


6,143
1

2,167
1

(1,610)
-

(3,357)
(1)

3,343
1
 2017
Amount

$200,253

85,448

285,701

129,982

13,291

143,273

142,428

20,761

42,397

9,434

72,592

69,836

2,982

6,726

(701)

60,592

69,599
 ％
70
30
100
45
5
50
50
7
15
3
25
25
1
2
-
21st
24

(Continued)

26


Income before income tax

Income tax expense (Note 19)

Net income

Total other comprehensive income
(Notes 16, 19)
Items that will not be reclassified to
profit or loss:
Remeasurements of the defined
benefit pension-plans
Income tax relating to items that will
not be reclassified to profit or loss

Items that may be reclassified
subsequently to profit or loss:
Share of other comprehensive
income of subsidiaries, accounted for
using equity method
Total other comprehensive income
(loss) after tax
Total comprehensive income

Earnings per share (Note 20)
Basic earnings per share

Diluted earnings per share
 2018
Amount
％

$118,124
25

6,742
2

124,866
27

(25)
-

(128)
-

(153)
-

(839)
-

(992)
-

$123,874
27

$7.18

$7.16
 2017
Amount
％
$139,435
49
15,546
5
154,981
54
(564)
-
96
-
(468)
-
(772)
-
(1,240)
-
$153,741
54
$8.92
$8.86

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

27

Success Prime Corporation

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Balance, January 1, 2017

Appropriation of 2016 earnings
Legal Reserve

Cash dividends distributed by the Company-
NT$ 0.07 per share
Capital surplus transferred to common stock

Capital surplus distributed as cash- NT$ 2.43 per
share
Changes of ownership interests in subsidiaries

Net income (loss) of 2017

Other comprehensive income (loss) after tax of
2017
Total comprehensive income (loss) of 2017

Balance, December 31, 2017

Appropriation of 2017 earnings
Legal Reserve

Special Reserve

Capital surplus transferred to common stock

Capital surplus distributed as cash- NT$ 6.50 per
share
Issuance of ordinary shares under employee share
options
Net income (loss) of 2018

Other comprehensive income (loss) after tax of
2018
Total comprehensive income (loss) of 2018

Buy-back of treasury shares

Balance, December 31, 2018
 Capital Stock-Common Equity
Shares
(In Thousands)
Amount
15,760
$157,600

-
-

-
-

788
7,880

-
-

-
-

-
-

-
-

-
-

16,548
165,480

-
-

-
-

831
8,314

-
-

80
800

-
-

-
-

-
-

-
-

17,459
$174,594
 Capital Surplus

$525,655

-

-

(7,880)

(38,226)

-

-

-

-

479,549

-

-

(8,314)

(108,082)

3,928

-

-

-

-

$367,081
 Retained surplus Total
$1,304

-

(1,174)

-

-

(17,140)

154,981

(468)

154,513

137,503

-

-

-

-

-

124,866

(153)

124,713

-

$262,216
 Other
Foreign
Currency
The Exchange
difference
$-

-

-

-

-

-

-

(772)

(772)

(772)

-

-

-

-

-

-

(839)

(839)

-

($1,611)
 Treasury Shares
$-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(21,956)

($21,956)
 Total Equity
Shares
(In Thousands)
15,760

-

-

788

-

-

-

-

-

16,548

-

-

831

-

80

-

-

-

-

17,459
 Translation Reserve
$-

130

-

-

-

-

-

-

-

130

13,738

-

-

-

-

-

-

-

-

$13,868
 Special Reserve
$-

-

-

-

-

-

-

-

-

-

-

772

-

-

-

-

-

-

-

$772
 Unappropriated
Earnings
$1,304

(130)

(1,174)

-

-

(17,140)

154,981

(468)

154,513

137,373

(13,738)

(772)

-

-

-

124,866

(153)

124,713

-

$247,576
$684,559
-
(1,174)
-
(38,226)
(17,140)
154,981
(1,240)
153,741
781,760
-
-
-
(108,082)
4,728
124,866
(992)
123,874
(21,956)
$780,324

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

28

Success Prime Corporation PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Cash flows from operating activities
Income before income tax

Depreciation expense:
Amortization expense

Reversal of expected credit losses on
investments in debt instruments
Finance costs

Interest income

Share of subsidiaries comprehensive
income, accounted for using equity method
Remeasurements of gain of originally
acquired interest
Loss (gain) on foreign exchange, net
Inventory valuation losses (gains)

Changes in operating assets and liabilities:
Notes and accounts receivables

Accounts receivable-related parties

Inventories

Other current assets

Net defined benefit assets

Notes and accounts payable

Other payables

Other payables-related parties

Other current liabilities

Cash generated from operations

Interest received

Interest paid

Income tax paid

Net cash generated by operating activities
Cash flows from investing activities
Proceeds from disposal of Investment in
debt instruments without active market
Access to investments using the Equity Act
Purchase of property, plant and equipment
Purchase of intangible assets

Net decrease (increase) in refundable
deposit		 2018
$118,124

2,122

336

1,610

(147)

3,357

-

(723)

2,934

(32,384)

(61,437)

(32,367)

26,296

(94)

18,464

3,575

-

(18,465)

31,201

147

(1,610)

4

29,742

-

(5,100)

(10,690)

(1,000)

(5,469)
 2017
$139,435
2,019
40
701
(117)
(60,592)
(8,994)
2,624
(4,694)
4,143
-
2,294
38,166
(109)
2,244
12,236
(650)
(38,160)
90,586
117
(701)
1
90,003
532,483
(626,869)
(236)
-
(514)

29

Decrease in guarantee deposits paid

Acquisition of investment property

Collect dividends from subsidiaries

Net cash used in investing activities

Cash flows from financing activities
Increase in short-term loans

Decrease in short-term loans

Increase in guarantee deposits received

Issuance of cash dividends

Employee execution on stock options

Payments for buy-back of treasury shares

Net cash used in financing activities

Effect of exchange rate changes on cash and
cash equivalents
NET increase (decrease) in cash and cash
equivalents
Cash and cash equivalents, beginning of
year
Cash and cash equivalents, end of year
 2018
$1,708

(32,710)

58,118

4,857

629,500

(559,500)

200

(108,082)

4,728

(21,956)

(55,110)

826

(19,685)

80,009

$60,324
 2017
$3,381
-
55,409
(36,346)
155,000
(140,600)
-
(39,400)
-
-
(25,000)
(2,399)
26,258
53,751
$80,009

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

30

Attachment 6

Success Prime Corporation Earnings Distribution Proposal December 31, 2018

Unit: NT$

Unit: NT$
Items Amount
Unappropriated retained earnings- beginning of
year		 122,863,316
Remeasurement of defined benefit obligation (152,770)
Adjustment of unappropriated retained earnings-
end ofyear		 122,710,546
Add: 2018 Netprofit after tax 124,866,154
Less: 10% Legal Reserve (12,486,615)
Less: Special Reserve (839,159)
Retained Earnings Available for Distribution 234,250,926
Distribution Item:
Cash Dividends(NT$ 4) (69,041,600)
Unappropriated Retained Earnings 165,209,326
Share Capital
December 31, 2018
Treasury shares
2018 Available Share Capital for Distribution

17,459,400
(199,000)
17,260,400

31

Attachment 7

Success Prime Corp.

PROCEDURES FOR ACQUISITION AND DISPOSAL OF ASSETS

Comparison of amended provisions

Articl
e
times		 Amended Version Amended Version Current Version Explanation
Article
3		 The term “assets” as used in these
Regulations includes the following:
1. Investments in stocks, government
bonds, corporate bonds, financial
bonds, securities representing
interest in a fund, depositary
receipts, call (put) warrants,
beneficial interest securities, and
asset-backed securities.
2. Real property (including land, houses
and buildings, investment property,
and construction enterprise
inventory) and equipment.
3. Memberships.
4. Patents, copyrights, trademarks,
franchise rights, and other intangible
assets
5.Right-of-use assets.
6. Claims of financial institutions
(including receivables, bills
purchased and discounted, loans, and
overdue receivables).
7. Derivatives.
8. Assets acquired or disposed of in
connection with mergers, demergers,
acquisitions, or transfer of shares in
accordance with law.
9. Other majorassets.		 (Competent Authority)
Accounting Unit: Responsible for the
submission of documents and executing
them in accordance with the approval of
the General Manager/Board of directors.
Spokesman/Finance Unit: Responsible
for announcement/Declaration and
tracking Management matters.
Accounting Unit: Responsible for the
handling of related accounts and tracking
management matters.
General Manager/Board of Directors:
responsible for the determination of
matters relating to the acquisition or
disposal of assets.		 Deleted the original
third article. The
competent authority
has been regulated
under the
approved authority
level.
Article
4		 1.
2.		 Derivatives: Forward contracts,
options contracts, futures contracts,
leverage contracts, or swap
contracts, whose value is derived
froma specified interest rate,
financial instrument price,
commodity price, foreign exchange
rate, index of prices or rates, credit
rating or credit index, or other
variable; or hybrid contracts
combining the above contracts; or
hybrid contracts or structured
products containing embedded
derivatives. The term "forward
contracts" does not include
insurance contracts, performance
contracts, after-sales service
contracts, long-term leasing
contracts, or long-term purchase
(sales) contracts.
Assets acquired or disposed through
mergers, demergers, acquisitions, or
transferofsharesinaccordance with		 The term "assets" as used in these
Regulations includes the following:
1. Investments in stocks, government
bonds, corporate bonds, financial
bonds, securities representing interest
in a fund, depositary receipts, call
(put) warrants, beneficial interest
securities, and asset-backed
securities.
2. Real property (including land, houses
and buildings, investment property,
and construction enterprise
inventory) and equipment.
3. Memberships.
4. Patents, copyrights, trademarks,
franchise rights, and other intangible
assets.
5. Claims of financial institutions
(including receivables, bills
purchased and discounted, loans, and
overdue receivables).
6. Derivatives.
7.Assets acquired ordisposed of in		 Article Amendment
First, in conjunction
with the definition
of Financial
Instruments No.
nineth of the
International
Financial Reporting
Standards, amend
the scope of the
derivative
commodities of the
present guidelines,
with the discretion
of drafting
amendments.
Second, the
amendment
provisions issued by
the company law of
August 1, 107 were
implemented on

32

law: Refers to assets acquired or
disposed through mergers,
demergers, or acquisitions
conducted under the Business
Mergers and Acquisitions Act,
Financial Holding Company Act,
Financial Institution Merger Act and
other acts, or to transfer of shares
from another company through
issuance of new shares of its own as
the consideration therefor
(hereinafter "transfer of shares")
underArticle 156-3of the Company
Act.
(SKIP…)
7.Investment professional: Refers to
financial holding companies, banks,
insurance companies, bill finance
companies, trust enterprises,
securities firms operating
proprietary trading or underwriting
business, futures commission
merchants operating proprietary
trading business, securities
investment trust enterprises,
securities investment consulting
enterprises, and fund management
companies, that are lawfully
incorporated and are regulated by the
competent financial authorities of
the jurisdiction where they are
located.
8.Securities exchange:"Domestic
securities exchange"refers to the
Taiwan Stock Exchange
Corporation;"foreign securities
exchange"refers to any organized
securities exchange market that is
regulated by the competent securities
authorities of the jurisdiction where
it is located.
9.Over-the-counter venue ("OTC
venue","OTC"):"Domestic OTC
venue"refers to a venue for OTC
trading provided by a securities firm
in accordance with the Regulations
Governing Securities Trading on the
Taipei Exchange;"foreign OTC
venue"refers to a venue at a
financial institution that is regulated
by the foreign competent authority
and that is permitted to conduct
securities business.		 connection with mergers, demergers,
acquisitions, or transfer of shares in
accordance with law.
8. Other major assets.		 November 1, 107,
and invoking, in
conjunction with its
amendment,
amended the "156th
article eighth" cited
in the second
paragraph to "156th
Ter". Third, the
Futures merchants,
securities
investment trusts
and securities
investment advisers
who consider
operating their own
business have a
major in investing in
securities, which
may be based on the
need for risk
aversion or the use
of their own funds,
often buying and
selling securities,
invoking it into the
scope of investment
as professionals,
and simplifying
regulations to
integrate the former
Treasury Securities
and Futures
Management
Committee on
March 21, 92, the
No. 920001151
order of the Taiwan
Financial Certificate
Supplementary
provisions 5th into
the present
guidelines, and
taking into view the
scope of the
overseas structured
commodity
management rules
of the relevant
professional
institutions
investors, a new
paragraph seventh,
specified to invest
as a professional
scope, and repeal
the pre-order. Four,
in order to clearly
define the domestic
and foreign stock
exchanges and
securities dealers
business premises,
tofacilitate the

33

company to follow,
taking into view the
securities merchants
entrusted with the
sale of foreign
securities rules fifth
and securities
commercial
premises trading
securities
management
measures second,
the new eighth and
nineth, the scope of
the stock exchange
at home and abroad
and securities
dealers business
premises.
Article
5		 Professional appraisers and their officers,
certified public accounts, attorneys, and
securities underwriters that provide this
company with appraisal reports, certified
public accountant's opinions, attorney's
opinions, or underwriter's opinions shall
meet the following requirements:
1. May not have previously received a
final and unappealable sentence to
imprisonment for 1 year or longer for
a violation of the Act, the Company
Act, the Banking Act of The
Republic of China, the Insurance
Act, the Financial Holding Company
Act, or the Business Entity
Accounting Act, or for fraud, breach
of trust, embezzlement, forgery of
documents, or occupational crime.
However, this provision does not
apply if 3 years have already passed
since completion of service of the
sentence, since expiration of the
period of a suspended sentence, or
since a pardon was received.
2.May not be a related party or de facto
related party of any party to the
transaction.
3.If the company is required to obtain
appraisal reports from two or more
professional appraisers, the different
professional appraisers or appraisal
officers may not be related parties or
de facto related parties of each other.
When issuing an appraisal report or
opinion, the personnel referred to in the
preceding paragraph shall comply with
the following:
4.Prior to accepting a case, they shall
prudently assess their own
professional capabilities, practical
experience, and independence.
5.When examining a case, they shall
appropriately plan and execute
adequate working procedures, in		 1. Derivatives: Forward contracts,
options contracts, futures contracts,
leverage contracts, or swap contracts,
whose value is derived from a
specified interest rate, financial
instrument price, commodity price,
foreign exchange rate, index of prices
or rates, credit rating or credit index,
or other variable; or hybrid contracts
combining the above contracts; or
hybrid contracts or structured
products containing embedded
derivatives. The term "forward
contracts" does not include insurance
contracts, performance contracts,
after-sales service contracts,
long-term leasing contracts, or
long-term purchase (sales) contracts.
2. Assets acquired or disposed through
mergers, demergers, acquisitions, or
transfer of shares in accordance with
law: Refers to assets acquired or
disposed through mergers,
demergers, or acquisitions conducted
under the Business Mergers and
Acquisitions Act, Financial Holding
Company Act, Financial Institution
Merger Act and other acts, or to
transfer of shares from another
company through issuance of new
shares of its own as the consideration
therefor (hereinafter "transfer of
shares") under Article 156-8 of the
Company Act.
3. Related party or subsidiary: As
defined in the Regulations Governing
the Preparation of Financial Reports
by Securities Issuers.
4. Professional appraiser: Refers to a
real property appraiser or other
person duly authorized by law to
engage in the value appraisal of real
property or equipment.
5. Date of occurrence: Refers to the date
ofcontract signing, date ofpayment,		 Changes in article
times
First, in order to
simplify the
legislation, the
former Ministry of
Finance Securities
and Futures
Management
Committee March
21, 92, the letter of
the No. 920001151
order, the 4th issue
of the public
offering company to
consult professional
valuers and their
valuers,
accountants,
lawyers or securities
underwriters and
other experts should
be noted into the
guidelines, And
taking into the
provisions of article
53rd, paragraph
fourth, of the
Securities Trading
Act, the first
paragraph to the
third paragraph,
which sets out the
negative
qualifications of the
relevant experts,
and repeals the
pre-order, by the
principle of the
integrity of
directors,
supervisors and
managers ' negative
qualifications and
the principlesforthe

34

6.
7.		 order to produce a conclusion and
use the conclusion as the basis for
issuing the report or opinion. The
related working procedures, data
collected, and conclusion shall be
fully and accurately specified in the
case working papers.
They shall undertake an item-by-item
evaluation of the
comprehensiveness, accuracy, and
reasonableness of the sources of data
used, the parameters, and the
information, as the basis for issuance
of the appraisal report or the opinion.
They shall issue a statement attesting
to the professional competence and
independence of the personnel who
prepared the report or opinion, and
that they have evaluated and found
that the information used is
reasonable and accurate, and that
they have complied with applicable
laws and regulations.		 date of consignment trade, date of
transfer, dates of boards of directors
resolutions, or other date that can
confirm the counterpart and
monetary amount of the transaction,
whichever date is earlier; provided,
for investment for which approval of
the competent authority is required,
the earlier of the above date or the
date of receipt of approval by the
competent authority shall apply.
6. Mainland China area investment:
Refers to investments in the mainland
China area approved by the Ministry
of Economic Affairs Investment
Commission or conducted in
accordance with the provisions of the
Regulations Governing Permission
for Investment or Technical
Cooperation in the Mainland Area.
7. Most recent financial statements
refers to the obtain financial
statements of the issuing company
for the most recent period, certified
or reviewed by a certified public
accountant prior to the acquisition or
disposal of assets.
8. For the calculation of 10 percent of
total assets under these Regulations,
the total assets stated in the most
recent parent company only financial
report or individual financial report
prepared under the Regulations
Governing the Preparation of
Financial Reports by Securities
Issuers shall be used.		 handling of
securities by issuers
and the issuance and
distribution Second,
to clarify the
responsibility of
external experts, in
view of the
securities Issuer
Financial reporting
guidelines nineth,
investment real
estate related
accountants on the
valuation report of
the relevant
assessment,
verification and
declaration matters,
and so on, a new
second, the relevant
experts in the
guidelines issued
valuation reports or
submissions of the
assessment,
verification and
declaration matters
Article
6		 This company shall establish its
procedures for the acquisition or disposal
of assets in accordance with the
provisions of these Regulations. After the
procedures have been approved by the
board of directors, they shall be
submitted to each supervisor, and then to
a shareholders'meeting for approval; the
same applies when the procedures are
amended. If any director expresses
dissent and it is contained in the minutes
or a written statement, this company shall
submit the director's dissenting opinion
to each supervisor.
Where the position of independent
director has been created in accordance
with the provisions of the Act, when the
procedures for the acquisition and
disposal of assets are submitted for
discussion by the board of directors
pursuant to the preceding paragraph, the
board of directors shall take into full
consideration each independent director's
opinions. If an independent director
objects to or expresses reservations about		 The company acquires or disposes of
assets, the Contractor shall be the reasons
for the proposed acquisition or
disposition, the subject matter, the
counterparty to the transaction, the
transfer price, the terms of payment, the
price reference basis and other matters, in
accordance with these measures and the
hierarchy of management measures of the
Nuclear Determination Authority, petition
the Authority supervisor after the
approval, by the financial unit.		 Article Amendment

35

any matter, it shall be recorded in the
minutes of the board of directors
meeting.
Where an audit committee has been
established in accordance with the
provisions of the Act, when the
procedures for the acquisition and
disposal of assets are adopted or amended
they shall be approved by more than half
of all audit committee members and
submitted to the board of directors for a
resolution.
Article
7		 In acquiring or disposing of real property,
equipment,or right-of-use assets thereof
where the transaction amount reaches 20
percent of the company's paid-in capital
or NT$300 million or more, this
company, unless transacting with a
domesticgovernment agency, engaging
others to build on its own land, engaging
others to build on rented land, or
acquiring or disposing of equipment or
right-of-use assetsthereof held for
business use, shall obtain an appraisal
report prior to the date of occurrence of
the event from a professional appraiser
and shall further comply with the
following provisions:
1. Where due to special circumstances it
is necessary to give a limited price,
specified price, or special price as a
reference basis for the transaction
price, the transaction shall be
submitted for approval in advance by
the board of directors;the same
procedure shall also be followed
whenever there is any subsequent
change to the terms and conditions of
the transaction.		 In acquiring or disposing of real property,
equipment where the transaction amount
reaches 20 percent of the company's
paid-in capital or NT$300 million or
more, the company, unless transacting
with a domestic government agency,
engaging others to build on its own land,
engaging others to build on rented land, or
acquiring or disposing of equipment or
right-of-use assets thereof held for
business use, shall obtain an appraisal
report prior to the date of occurrence of
the event from a professional appraiser
and shall further comply with the
following provisions:
1. Where due to special circumstances
it is necessary to give a limited
price, specified price, or special
price as a reference basis for the
transaction price, the transaction
shall be submitted for approval in
advance by the board of directors;
the same procedure shall also be
followed whenever there is any
subsequent change to the terms and
conditions of the transaction.
2. Where the transaction amount is
NT$1 billion or more, appraisals
from two or more professional
appraisers shall be obtained.
3. Where any one of the following
circumstances applies with respect
to the professional appraiser's
appraisal results, unless all the
appraisal results for the assets to be
acquired are higher than the
transaction amount, or all the
appraisal results for the assets to be
disposed of are lower than the
transaction amount, a certified
public accountant shall be engaged
to perform the appraisal in
accordance with the provisions of
Statement of Auditing Standards
No. 20 published by the ROC
Accounting Research and
Development Foundation (ARDF)
and render a specific opinion
regarding the reason for the
discrepancy and the appropriateness
ofthe transactionprice:		 One, the first
government organ,
refers to the central
and local
government organs
of our country, the
main department
considers the
transaction with the
central and local
government organs
of our country, shall
handle the sale or
bidding according
to the relevant
provisions, the price
is less likely to be
manipulated, the
invoking may be
exempted from the
expert opinion, and
the transaction with
the foreign
government organ is
less clear. Is not yet
covered by this
article, invoking
amendment the first
is to be limited to
domestic
government
agencies.
Second, in
conjunction with the
application of the
international
Financial Reporting
Standards Lease
Bulletin No. 16th,
invoking amended
the first item to
incorporate the right
to use assets into
this regulation.
Third, the first
paragraph under the
discretion of the text
amendment, to the
rule of law
operations.

36

a. The discrepancy between the
appraisal result and the
transaction amount is 20
percent or more of the
transaction amount.
b. The discrepancy between the
appraisal results of two or more
professional appraisers is 10
percent or more of the
transaction amount.
4. No more than 3 months may elapse
between the date of the appraisal
report issued by a professional
appraiser and the contract execution
date; provided, where the publicly
announced current value for the
same period is used and not more
than 6 months have elapsed, an
opinion may still be issued by the
originalprofessionalappraiser.
Article
8		 (Previous slightly ...)
Where the company acquires or disposes
of intangible assets orright-of-use assets
thereof or membershipsand the
transaction amount reaches 20 percent or
more of paid-in capital or NT$300
million or more, except in transactions
with adomestic government agency, the
company shall engage a certified public
accountant prior to the date of occurrence
of the event to render an opinion on the
reasonableness of the transaction price;
the CPA shall comply with the provisions
of Statement of Auditing Standards No.
20 published by the ARDF.
When acquiring and disposing real
property, equipment, or right-of-use
assets thereof,securities, intangible
assetsor right-of-use assets thereof or
membership, the calculation of the
transaction amounts shall be done in
accordance with Article 12 , and "within
the preceding year" as used herein refers
to the year preceding the date of
occurrence of the current transaction.
Items for which an appraisal report from
a professional appraiser or a CPA's
opinion has been obtained need not be
counted toward the transaction amount.		 In events of acquiring or disposing of
securities, this company shall, prior to the
date of occurrence of the event, obtain
financial statements of the issuing
company for the most recent period,
certified or reviewed by a certified public
accountant, for reference in appraising the
transaction price, and if the dollar amount
of the transaction is 20 percent of the
company's paid-in capital or NT$300
million or more, the company shall
additionally engage a certified public
accountant prior to the date of occurrence
of the event to provide an opinion
regarding the reasonableness of the
transaction price. If the CPA needs to use
the report of an expert as evidence, the
CPA shall do so in accordance with the
provisions of Statement of Auditing
Standards No. 20 published by the ARDF.
This requirement does not apply,
however, to publicly quoted prices of
securities that have an active market, or
where otherwise provided by regulations
of the Financial Supervisory Commission
(FSC).
Where this company acquires or disposes
of intangible assets or right-of-use assets
thereof or memberships and the
transaction amount reaches 20 percent or
more of paid-in capital or NT$300 million
or more, except in transactions with a
domestic government agency, the
company shall engage a certified public
accountant prior to the date of occurrence
of the event to render an opinion on the
reasonableness of the transaction price;
the CPA shall comply with the provisions
of Statement of Auditing Standards No.
20 published by the ARDF.
When acquiring and disposing real
property, equipment, securities ,
membershipand intangible assets,the		 一、The first
government body to
be established,
Refers to China's
central and local
government
agencies, the main
department to
consider with me
The central and
local government
organs of the State
shall handle the sale
or bidding
according to the
relevant provisions,
and the price shall
be less likely to be
manipulated,
Invoking is exempt
from expert advice
to deal with foreign
government
agencies, because
its relevant
provisions and
bargaining
mechanism is less
clear, but still Is not
covered by this
article, invoking
amendment the first
is to be limited to
domestic
government
agencies.
二、In conjunction
with the application
of the international
Financial Reporting
Standards Lease
Bulletin No. 16th,
invoking amended
thefirstitem,

37

calculation of the transaction amounts
shall be done in accordance with Article
12 , and "within the preceding year" as
used herein refers to the year preceding
the date of occurrence of the current
transaction. Items for which an appraisal
report from a professional appraiser or a
CPA's opinion has been obtained need not
be counted toward the transaction
amount.		 Incorporation of the
right to use assets
into this regulation.
三、The first
paragraph, the first
of which is written
Correction, legal
operation。
Article
9		 (Previous slightly ...)
3. When the company intends to acquire
or dispose of real property or right-of-use
assets thereof from or to a related party,
or when it intends to acquire or dispose of
assets other than real property or
right-of-use assets thereoffrom or to a
related party and the transaction amount
reaches 20 percent or more of paid-in
capital, 10 percent or more of the
company's total assets, or NT$300
million or more, except in trading of
domestic government bonds or bonds
under repurchase and resale agreements,
or subscription or redemption of money
market funds issued by domestic
securities investment trust enterprises,
the company may not proceed to enter
into a transaction contract or make a
payment until the following matters have
beenapproved and submitted by both the
audit committee and the board of
directors:
I. The purpose, necessity and
anticipated benefit ofthe acquisition		 (Previous slightly ...)
When the company intends to acquire or
dispose of real property from or to a
related party, or when it intends to acquire
or dispose of assets other than real
property or right-of-use assets thereof
from or to a related party and the
transaction amount reaches 20 percent or
more of paid-in capital, 10 percent or
more of the company's total assets, or
NT$300 million or more, except in
trading of domestic government bonds or
bonds under repurchase and resale
agreements, or subscription or redemption
of money market funds issued by
domestic securities investment trust
enterprises, the company may not proceed
to enter into a transaction contract or
make a payment until the following
matters have been approved by the board
of directors and recognized by the
supervisors:
i. The purpose, necessity and
anticipated benefit of the
acquisition or disposal of assets.
ii.Thereason forchoosing therelated		 First, the change of
the article, and
adjust the Paragraph
III and II of the item
invoking Bar.
Second, the first set
of public debt,
means Domestic
public debt, the
main consideration
China's central and
local government
debt Letter is clear
and easy to query,
invoking To be
exempted from
submission to the
board. And the
procedures for the
recognition of the
Ombudsman, To
foreign
governments, the
debt of credit is
different, Is not yet
covered by this

38

or disposal of assets.
II. The reason for choosing the related
party as a transaction counterparty.
III. With respect to the acquisition of
real property orright-of-use assets
thereof from a related party,
information regarding appraisal of
the reasonableness of the
preliminary transaction term.
4. The calculation of the transaction
amounts shall be done in accordance with
Article 12 , and "within the preceding
year" as used herein refers to the year
preceding the date of occurrence of the
current transaction. Items regulated in
accordance with the measures of this
procedure that have been approved by the
audit committee and submitted to the
board of directors need not be counted
toward the transaction amount.
With respect tothe types of transactions
listed below,when to be conducted
between this company and its parent or
subsidiaries, or betweenits subsidiaries
in which it directly or indirectly holds
100 percent of the issued shares or
authorized capital, the company's board
of directors may delegate the board
chairman to decide such matters when the
transaction is within a certain amount and
have the decisions subsequently
submitted to and ratified by the next
board of directors meeting:
i.Acquisition or disposal of equipment
or right-of-use assets thereof held
for business use.
ii.Acquisition or disposal of real
property right-of-use assets held for
business use.
6. Evaluation of the reasonableness of the
transaction costs
I. This company, when acquiring real
property orright-of-use assets
thereof from a related party, shall
evaluate the reasonableness of the
transaction costs by the following
means:
II. Where land and structures
thereupon are combined as a single
property purchased or leased in one
transaction, the transaction costs
for the land and the structures may
be separately appraised in
accordance with either means listed
under Article 7, paragraph 1, of this
procedure.
III. This company, when acquiring real
property orright-of-use assets
thereof from a related party and
appraising the cost of the real
property orright-of-use assets
thereof in accordance with Article
7, paragraph 1 and 2, shall also
engage a CPA to check the		 party as a transaction counterparty.
iii. With respect to the acquisition of
real property from a related party,
information regarding appraisal of
the reasonableness of the
preliminary transaction terms in
accordance with this procedure.
4. The calculation of the transaction
amounts shall be done in accordance with
Article 12 , and "within the preceding
year" as used herein refers to the year
preceding the date of occurrence of the
current transaction. Items regulated in
accordance with the measures of this
procedure that have been approved by the
audit committee and submitted to the
board of directors need not be counted
toward the transaction amount.
With respect to the types of transactions
listed below, when to be conducted
between this company and its parent or
subsidiaries, the company's board of
directors may delegate the board
chairman to decide such matters when the
transaction is within a certain amount and
have the decisions subsequently
submitted to and ratified by the next board
of directors meeting:
5.Total amount of real property or
securities acquired by the company
and each subsidiary for business
use, and limits on individual
securities must run in accordance
with the following rules:
I. The limits of the company’s
investment
6.Where the position of independent
director has been created in
accordance with the provisions of
the Act, when the procedures for the
acquisition and disposal of assets
are submitted for discussion by the
board of directors pursuant to
Article 3, the board of directors
shall take into full consideration
each independent director's
opinions. If an independent director
objects to or expresses reservations
about any matter, it shall be
recorded in the minutes of the board
of directors meeting. Where an
audit committee has been
established in accordance with the
provisions of the Act, when the
procedures for the acquisition and
disposal of assets are adopted or
amended they shall be approved by
more than half of all audit
committee members and submitted
to the board of directors for a
resolution as enforced under Article
18 paragraphs 2 and 5.		 article, Only
domestic bonds are
prescribed; another
Lease Bulletin No.
16th in conjunction
with the application
of international
Financial Reporting
standards Provide
that the right to use
the assets Into this
regulation, invoking
amended the One,
and thought it clear.
Iii. consideration of
public offering
companies and their
Parent company,
subsidiary, or its
Direct or indirect
per cent holdings
There are
subsidiaries among
themselves, because
The overall
planning of the
business, there are
Co-ordination of
collective
procurement or
leasing for The
equipment used for
business is then
moved To transfer
(including sale or
sublease). Necessity
and demand, or
lease not Movable
property, and then
the possibility of
subletting, And the
risk of such
transactions is low,
Invoking amended
the third item to
relax the To obtain
or dispose of for
inter-firm use. The
equipment used for
business, the
Right-to-use assets
or for business use
Assets for the right
to use real estate,
The Chairman must
be authorized to
handle the , With
written
amendments.

39

appraisal and render a specific
opinion.
IV. Where the company acquires real
property or right-of-use assets
thereof from a related party and one
of the following circumstances
exists, the acquisition shall be
conducted in accordance with
article 3, 4 and 6. Paragraph 1 to 3
of Article 7 do not apply:
1.The related party acquired the real
property orright-of-use assets
thereof through inheritance or as a
gift.
2.More than 5 years will have elapsed
from the time the related party
signed the contract to obtain the
real property orright-of-use assets
thereof to the signing date for the
current transaction.
3.The real property is acquired
through signing of a joint
development contract with the
related party, or through engaging a
related party to build real property,
either on the company's own land
or on rented land.
4. The real property right-of-use assets
for business use are acquired by the
public company with its parent or
subsidiaries, or by its subsidiaries
in which it directly or indirectly
holds 100 percent of the issued
shares or authorized capital.
7. When the results of this company's
appraisal conducted in accordance with
paragraph 1 and paragraph 2 of Article 7
are uniformly lower than the transaction
price, the matter shall be handled in
compliance with Article 10, 11, 12.
However, where the following
circumstances exist, objective evidence
has been submitted and specific opinions
on reasonableness have been obtained
from a professional real property
appraiser and a CPA have been obtained,
this restriction shall not apply:
i. Where the related party acquired
undeveloped land or leased land for
development, it may submit proof
of compliance with one of the
following conditions:
a. Where undeveloped land is
appraised in accordance with
the means in Article 7
paragraph 1, and structures
according to the related party's
construction cost plus
reasonable construction profit
are valued in excess of the
actual transaction price. The
"Reasonable construction
profit"shallbe deemed the		 7.Evaluation of the reasonableness of
the transaction costs
I. When this company acquires real
property from a related party, it
shall evaluate the reasonableness of
the transaction costs by the
following means:
A. Based upon the related party's
transaction price plus necessary
interest on funding and the costs to be
duly borne by the buyer. "Necessary
interest on funding" is imputed as the
weighted average interest rate on
borrowing in the year the company
purchases the property; provided, it
may not be higher than the maximum
non-financial industry lending rate
announced by the Ministry of
Finance.
B. Total loan value appraisal from a
financial institution where the related
party has previously created a
mortgage on the property as security
for a loan; provided, the actual
cumulative amount loaned by the
financial institution shall have been
70 percent or more of the financial
institution's appraised loan value of
the property and the period of the
loan shall have been 1 year or more.
However, this shall not apply where
the financial institution is a related
party of one of the transaction
counterparties.
II. Where land and structures thereupon
are combined as a single property
purchased or leased in one
transaction, the transaction costs for
the land and the structures may be
separately appraised in accordance
with either of the means listed in
Article 7 paragraph 1.
III. When this company acquires real
property from a related party and
appraises the cost of the real
property in accordance with
paragraphs 1 and 2 of Article 7, it
shall also engage a CPA to check
the appraisal and render a specific
opinion.
IV. Where this company acquires real
property from a related party and
one of the following circumstances
exists, the acquisition shall be
conducted in accordance with the
Article 3, 4, and 6, and the three
paragraphs from Article 7 do not
apply:
A. The related party acquired the
real property through
inheritance or as a gift.
B. The related party acquired the
realpropertythrough

40

average gross operating profit
margin of the related party's
construction division over the
most recent 3 years or the
gross profit margin for the
construction industry for the
most recent period as
announced by the Ministry of
Finance, whichever is lower.
b. Completed transactions by
unrelated parties within the
preceding year involving other
floors of the same property or
neighboring or closely valued
parcels of land, where the land
area and transaction terms are
similar after calculation of
reasonable price discrepancies
in floor or area land prices in
accordance with standard
property market sale or leasing
practices.
c. Where this company is in the
process of acquiring real
property, or obtaining real
property right-of-use assets
through leasing, from a related
party provides evidence that
the terms of the transaction are
similar to the terms of
completed transactions
involving neighboring or
closely valued parcels of land
of a similar size by unrelated
parties within the preceding
year.
8.Completed transactionsinvolving
neighboring or closely valued parcels of
land in the preceding paragraph in
principle refers to parcels on the same or
an adjacent block and within a distance of
no more than 500 meters or parcels close
in publicly announced current value;
transactions involving similarly sized
parcels in principle refers to transactions
completed by unrelated parties for
parcels with a land area of no less than 50
percent of the property in the planned
transaction; within the preceding year
refers to the year preceding the date of
occurrence of the acquisition of the real
property or obtainment of the right-of-use
assets thereof.
9. Where the company acquires real
property or right-of-use assets thereof
from a related party and the results of
appraisals conducted in accordance with
Articles 7 and 8 are uniformly lower than
the transaction price, the following steps
shall be taken:
i. A special reserve shall be set aside
inaccordance with Article41,		 inheritance or as a gift.
C. The real property is acquired
through signing of a joint
development contract with
the related party, or through
engaging a related party to
build real property, either on
the company’s own land or
rented land.
8.When the results of this company’s
appraisal conducted in accordance with
paragraph 1 and paragraph 2 of Article 7
are uniformly lower than the transaction
price, the matter shall be handled in
compliance with Article 10 to Article 12.
However, where the following
circumstances exist, objective evidence
has been submitted and specific opinions
on reasonableness have been obtained
from a professional property appraiser
and a CPA have been obtained, this
restriction shall not apply:
I. Where the related party acquired
undeveloped land or leased land for
development, it may submit proof
of compliance with one of the
following conditions:
A. Where undeveloped land is
appraised in accordance with
the means in the preceding
Article, and structures
according to the related
party's construction cost plus
reasonable construction profit
are valued in excess of the
actual transaction price. The
"Reasonable construction
profit" shall be deemed the
average gross operating profit
margin of the related party's
construction division over the
most recent 3 years or the
gross profit margin for the
construction industry for the
most recent period as
announced by the Ministry of
Finance, whichever is lower.
B. Completed transactions by
unrelated parties within the
preceding year involving
other floors of the same
property or neighboring or
closely valued parcels of land,
where the land area and
transaction terms are similar
after calculation of reasonable
price discrepancies in floor or
area land prices in accordance
with standard property market
sale or leasing practices.
C. Where this company when
acquiring real property
through leasing,froma

41

10.
11.		 paragraph 1 of the Act against the
difference between the real
property orright-of-use assets
thereof transaction price and the
appraised cost, and may not be
distributed or used for capital
increase or issuance of bonus
shares. Where this company uses
the equity method to account for its
investment in another company,
then the special reserve called for
under Article 41, paragraph of the
Act shall be set aside pro rata in a
proportion consistent with the
share of public company's equity
stake in the other company.
This company when set aside a
special reserve under Article 10 may
not utilize the special reserve until it
has recognized a loss on decline in
market value of the assets it
purchased orleased at a premium, or
they have been disposed of, orthe
leasing contract has been terminated,
or adequate compensation has been
made, or the status quo ante has been
restored, or there is other evidence
confirming that there was nothing
unreasonable about the transaction,
and the FSC has given its consent.
This company obtains real property
orright-of-use assets thereof from a
related party, it shall also comply
with Article 10 and Article 11 if
there is other evidence indicating
that the acquisition was not an arms
length transaction.		 related party provides
evidence that the terms of the
transaction are similar to the
terms of the completed
transactions involving
neighboring or closely valued
parcels of land of a similar
size by unrelated parties
within the preceding year.
9.Completed transactions involving
neighboring or closely valued
parcels of land in the preceding
paragraph in principle refers to
parcels on the same or an adjacent
block and within a distance of no
more than 500 meters or parcels
close in publicly announced current
value; transactions involving
similarly sized parcels in principle
refers to transactions completed by
unrelated parties for parcels with a
land area of no less than 50 percent
of the property in the planned
transaction; within the preceding
year refers to the year preceding the
date of occurrence of the acquisition
of the real property.
10.Where this company acquires real
property from a related party and
the results of appraisals conducted
in accordance with Articles 7 and 8
are uniformly lower than the
transaction price, the following
steps shall be taken:
I.. A special reserve shall be set aside in
accordance with Article 41,
paragraph 1 of the Act against the
difference between the real property
transaction price and the appraised
cost, and may not be distributed or
used for capital increase or issuance
of bonus shares. Where a public
company uses the equity method to
account for its investment in
another company, then the special
reserve called for under Article 41,
paragraph of the Act shall be set
aside pro rata in a proportion
consistent with the share of public
company's equity stake in the other
company.
II. Superiors shall comply with the
Article 218 of the Company Act.
Where an audit committee has been
established in accordance with the
provisions of the preceding part of
this subparagraph shall apply
mutatis mutandis to the independent
director members of the audit
committee.
III. Actions taken pursuant to the
preceding two subparagraphs shall
be reported to a shareholders
meeting, and the details ofthe

42

transaction shall be disclosed in the
annual report and any investment
prospectus.
11.This company when setting aside a
special reserve under Article 10
may not utilize the special reserve
until it has recognized a loss on
decline in market value of the assets
it purchased or leased at a premium,
or they have been disposed of, or
the leasing contract has been
terminated, or adequate
compensation has been made, or the
status quo ante has been restored ,
or there is other evidence
confirming that there was nothing
unreasonable about the transaction,
and the FSC has given its consent.
12.When this company obtains real
property from a related party, it
shall also comply with Article 10
and 11 if there is other evidence
indicating that the acquisition was
not anarmslengthtransaction.
Article
11		 Under any of the following
circumstances, this company when
acquiring or disposing of assets shall
publicly announce and report the relevant
information on the FSC's designated
website in the appropriate format as
prescribed by regulations within 2 days
counting inclusively from the date of
occurrence of the event:
i. Acquisition or disposal of real
property or right-of-use assets
thereof from or to a related party, or
acquisition or disposal of assets
other than real property or
right-of-use assets thereof from or
to a related party where the
transaction amount reaches 20
percent or more of paid-in capital,
10 percent or more of the
company's total assets, or NT$300
million or more; provided, this
shall not apply to trading of
domestic government bonds or
bonds under repurchase and resale
agreements, or subscription or
redemption of money market funds
issued by domestic securities
investment trust enterprises.
ii. Merger, demerger, acquisition, or
transfer of shares.
iii. Losses from derivatives trading
reaching the limits on aggregate
losses or losses on individual
contracts set outin the procedures
adopted by the company.
iv. Where an asset transaction other
than any of those referred to in the
preceding three subparagraphs, a
disposal of receivables by a
financial institution,or any		 Under any of the following
circumstances, this company when
acquiring or disposing of assets shall
publicly announce and report the relevant
information on the FSC's designated
website in the appropriate format as
prescribed by regulations within 2 days
counting inclusively from the date of
occurrence of the event:
i. Acquisition or disposal of real
property from or to a related party,
or acquisition or disposal of assets
other than real property from or to a
related party where the transaction
amount reaches 20 percent or more
of paid-in capital, 10 percent or
more of the company's total assets,
or NT$300 million or more;
provided, this shall not apply to
trading of government bonds or
bonds under repurchase and resale
agreements, or subscription or
redemption of money market funds
issued by domestic securities
investment trust enterprises.
ii. Merger, demerger, acquisition, or
transfer of shares.
iii. Losses from derivatives trading
reaching the limits on aggregate
losses or losses on individual
contracts set out in the procedures
adopted by the company.
iv. Where equipment for business use
are acquired or disposed of, and
furthermore the transaction
counterparty is not a related party,
and the transaction amount meets
any of the following criteria:
a. For a public company whose
paid-in capital is less than		 一、Change of
article.
Second, to amend
the first paragraph
and the first item of
the seventh
paragraph of the
public debt, the
main consideration
of China's central
and local
government debt
letter is clear and
easy to inquire,
invoking to exempt
from the notice, to
foreign government
debt is inconsistent,
not yet in the scope
of this article
exemption,
invoking
amendment is
limited to domestic
public debt. Third,
in conjunction with
the application of
the international
Financial Reporting
Standards Lease
Bulletin No. 16th,
invoking amended
the first paragraph,
fourth, fifth, and the
second paragraph
III to incorporate the
right to use assets
into this regulation.
Four, in view of the
construction

43

investment in the mainland China
area reaches 20 percent or more of
paid-in capital or NT$300 million;
provided, this shall not apply to the
following circumstances:
a. Where equipment or
right-of-use assets thereof for
business use are acquired or
disposed of, and furthermore
the transaction counterparty is
not a related party, and the
transaction amount meets any
of the following criteria:
v. Acquisition or disposal by a public
company in the construction
business of real property or
right-of-use assets thereof for
construction use, and furthermore
the transaction counterparty is not a
related party, and the transaction
amount reaches NT$500 million;
among such cases, if the public
companyhas paid-in capital of
NT$10 billion or more, and it is
disposing of real property from a
completed construction project that
it constructed itself, and
furthermore the transaction
counterparty is not a related party,
then the threshold shall be a
transaction amount reaching NT$1
billion or more.
vi. Where land is acquired under an
arrangement on engaging others to
build on the company's own land,
engaging others to build on rented
land, joint construction and
allocation of housing units, joint
construction and allocation of
ownership percentages, or joint
construction and separate sale, and
furthermorethe transaction
counterparty is not a related party,
and the amount the company
expects to invest in the transaction
reaches NT$500 million.
vii. Where an asset transaction other
than any of those referred to in the
preceding six subparagraphs, a
disposal of receivables by a
financial institution, or an
investment in the mainland China
area reaches 20 percent or more of
paid-in capital or NT$300 million;
provided, this shall not apply to the
following circumstances:
A. Trading ofdomestic
government bonds.
B. Where done byprofessional
investors—securities trading
on securities exchanges or
OTC markets, or subscription
of ordinary corporate bonds or
generalbankdebentures		 NT$10 billion, the transaction
amount reaches NT$500
million or more.
b. For a public company whose
paid-in capital is NT$10 billion
or more, the transaction
amount reaches NT$1 billion
or more.
V. Acquisition or disposal by a public
company in the construction
business of real property for
construction use, and furthermore
the transaction counterparty is not a
related party, and the transaction
amount reaches NT$500 million.
VI. Where land is acquired under an
arrangement on engaging others to
build on the company's own land,
engaging others to build on rented
land, joint construction and
allocation of housing units, joint
construction and allocation of
ownership percentages, or joint
construction and separate sale,, and
the amount the company expects to
invest in the transaction reaches
NT$500 million.
VII. Where an asset transaction other
than any of those referred to in the
preceding six subparagraphs, a
disposal of receivables by a
financial institution, or an
investment in the mainland China
area reaches 20 percent or more of
paid-in capital or NT$300 million;
provided, this shall not apply to the
following circumstances:
A. Trading of government bonds.
B. Where done by professional
investors—securities trading
on securities exchanges or
OTC markets, or subscription
of ordinary corporate bonds or
general bank debentures
without equity characteristics
(excluding subordinated debt)
that are offered and issued in
the primary market or
subscription by a securities
firm of securities as
necessitated by its undertaking
business or as an advisory
recommending securities firm
for an emerging stock
company, in accordance with
the rules of the Taipei
Exchange.		 industry to sell their
own construction of
the completion of
the real estate, is the
company's daily
business sales of the
necessary behavior,
the larger
construction
industry
construction of the
case because of the
higher amount and
easy to meet the
announcement
standard, easy to
lead to frequent
announcements of
the situation, based
on the significance
of information
disclosure, invoking
take the company
To obtain or dispose
of equipment
specifications for
business use, in the
first paragraph fifth
new paragraph, to
relax its
pre-disciplinary
transactions, and the
object of the
transaction is not the
relevant person's
announcement
declaration criteria.
V. Consider the first
paragraph of the
first section of the
notice of the
relationship
between the
relevant person
transactions, the
same sixth section is
the regulation of
non-related
transactions, in
order to facilitate
the company to
follow, invoking
amended the first
paragraph sixth, to
think that it is clear.
Vi. amendment of
the first item
seventh: (a) to
consider the sale of
securities as a
professional on a
stock exchange or
securities firm at
home and abroad as

44

without equity characteristics
(excluding subordinated debt)
that are offered and issued in
the primary market, or
subscription or redemption of
securities investment trust
funds or futures trust funds,or
subscription by a securities
firm of securities as
necessitated by its undertaking
business or as an advisory
recommending securities firm
for an emerging stock
company, in accordance with
the rules of the Taipei
Exchange.		 a regular business
act, easy to lead to
frequent
announcements,
based on the
significance of
information
disclosure, invoking
exemption from its
announcement, and
in order to
harmonize the terms
of this guideline, the
Standards or
institutions, such as
the principle of
consistent inclusion
at home and abroad,
invoking delete the
language at home
and abroad
(B) To consider the
act of investing as a
professional in the
foreign primary
market to subscribe
for ordinary
corporate debt,
which is a recurring
act and whose
commodity nature is
simple; another
domestic securities
investment trust and
Futures Trust is
supervised by the
HKMA, and the
purchase or
purchase of funds
raised by it
(excluding offshore
funds) is also a
recurring act of
investing as a
professional,
invoking
amendment To
relax the notice of
exemption from the
sale of securities
before trading for
professionals, and to
consider the higher
risk of secondary
bonds, as well as the
general financial
bonds referred to as
ordinary corporate
bonds and not
involving equity,
which do not
include sub-CIS
bonds.

45

Article
12		 (Previous slightly ...)
The cumulative transaction amount of
acquisitions and disposals (cumulative
acquisitions and disposals, respectively)
of real propertyor right-of-use assets
thereof within the same development
project within the preceding year.		 3. The cumulative transaction amount
of acquisitions and disposals
(cumulative acquisitions and
disposals, respectively) of real
property within the same
development project within the
preceding year.
4. The cumulative transaction amount
of acquisitions and disposals
(cumulative acquisitions and
disposals, respectively) of the same
security withinthe preceding year.		 With the
amendment of the
Act
Article
16		 Where this company acquires or disposes
of assets through court auction
procedures, the evidentiary
documentation issued by the court may
be substituted for the appraisal report or
CPA opinion.
For the calculation of 10 percent of total
assets under these Regulations, the total
assets stated in the most recent parent
company only financial report or
individual financial report prepared
under the Regulations Governing the
Preparation of Financial Reports by
Securities Issuers shall be used.
In the case of a company whose shares
have no par value or a par value other
than NT$10—for the calculation of
transaction amounts of 20 percent of
paid-in capital under these Regulations,
10 percent of equity attributable to
owners of the parent shall be substituted;
for calculations under the provisions of
these Regulations regarding transaction
amounts relative to paid-in capital of
NT$10 billion, NT$20 billion of equity
attributable to owners of the parent shall
be substituted.		 New Originally provided
in Article 5,
"definition of
nouns"

46

Attachment 8

Success Prime Corp.

Regulations Governing Loaning of Fund

Comparison of amended provisions

Articl
e
times		 Amended Version Existing Version Explanation
Article
7		 (The aggregate amount of loans and the
maximum amount permitted to a single
borrower)
Where funds are lent to a company or
business with business relationships, the
accumulated amount of such loan shall
not exceed 20% of the net worth of this
company. The amount of an individual
loan granted by the Company to a
company or business with business
relationship with the Company
shall not exceed the business transaction
amount in the past year
between the parties and 10% of the net
worth of the Company. “Business
transaction amount” refers to the
amount of purchase or sale between the
parties, whichever is higher.
Where funds are lent to a company or
business with short-term financial need,
each individual loan shall not exceed
10% of the net worth of the Company.
The aggregate amount of the loan shall
not exceed 30% of the net worth of the
company.
The aforementioned two aggregate
amount of loan shall not exceed a total of
40% of the net worth of the company.
Each inter-company loan of funds
between foreign companies in which
the Company holds, directly or indirectly,
100% of the voting shares shall not
exceed 40% of the net worth of the
Company. The total amount of loan
among all subsidiary companies the
parent company 100% holds shall not
exceed the parent company’s total net
worth. Matters regarding the loans
among the parent and its subsidiary
companies are not subjected to the
regulations of Article 6 paragraph 2 and
paragraph3 and4ofthisArticle,		 (Capital loan and total amount and
individual target limit)
If the funds are loaned to a company or
line number, the total amount shall be
limited to not more than 20% of the net
value of the company, and the individual
loans and amounts shall be limited to 10%
of the amount of business transactions
between the two parties in the most recent
year and the net value of the company
(limited to the lower). The amount of
business transaction referred to is the
higher the amount of goods purchased or
sold between the two parties.
If the funds are credited with a company
or line number necessary for short-term
financing, the individual loan and amount
shall be limited to not more than 10% of
the company's net worth. The total
amount is limited to 30% of the
company's net worth.
The total amount of two loans and total
amounts mentioned above shall not
exceed 40% of the net value of the
company.
The company directly or indirectly holds
100% of the voting shares between
foreign subsidiaries, engaged in capital
loans, in which the amount of a single
company loan and other companies shall
not exceed 40% of the company's net
worth, and the total loan and amount of all
foreign subsidiaries of all per cent of the
shareholding shall not exceed 100% of the
net value of the company, Is not subject to
the second item of article sixth and the
third and fourth items of this article.		 To o make
appropriate risk
management, to
avoid public
distribution
companies engaged
in large funds loans
and losses and
shareholders ' rights
and interests,
Article
9		 (Operating Procedures)
Any lending of the Company's funds
shall be evaluated with and subject
to the "Guidelines for Fund-Lending and
Providing Endorsements and
Guarantees by Public Companies"
announced by the Taiwan securities
regulatory authority and the Procedures,
and then submitted, together with the
result of the evaluation made as described
inthefollowingParagraphs1and2, to		 (Operating Procedures)
Any lending of the Company's funds shall
be evaluated with and subject
to the "Guidelines for Fund-Lending and
Providing Endorsements and
Guarantees by Public Companies"
announced by the Taiwan securities
regulatory authority and the Procedures,
and then submitted, together with the
result of the evaluation made as described
inthefollowingParagraphs1and2, to the		 Further
clarifications on the
procedures for
fund-lending.

47

the Board of Directors for its approval
and comply with theRegulations
established, and no delegation shall be
made to any personin this regard.
First, the application is made:
(A) Matters pertaining to fund-lending
will be handled by the company’s
internal loan unit. In events of applying
loans, this unit will fill out
‘fund-lending/loan application’ with
relevant financial/guarnetee documents
attached.
(B) Where fund-lending is made due to
needs arising from business dealings,
evaluation standards shall be specified
for determining whether the amount of an
fund is commensurate the total amount of
trading between the two
companies.Further detailed review
procedures should be conducted such as
the necessity of and reasonableness of
fund-lending, credit status and risk
assessment of the entity for which the
fund is made, the impact on the
company’s business operations, financial
conditions, and shareholder’s equity,
whether collateral must be obtained and
appraisal of the value thereof. Relevant
information pertaining to this matter,
loan conditions and the aforementioned
reviews should be first reported to the
general manager and then submitted to
the Board Meeting for discussion.
(C) The loan of funds between the
company and the parent company or
subsidiary, or between subsidiaries, shall
be submitted to the Board of directors in
accordance with the provisions of the
preceding subparagraph and may
authorize the Chairman to make a
sub-allocation or recycling of the same
loan and object to a certain amount of the
resolution of the Board of directors and
for a period not exceeding one year. The
said amount shall conform to the
provisions of the seventh sum of funds
and the total amount and individual
object limits.
(D) When the company submits its
Operational Procedures for Loaning
Funds to Others for discussion by the
board of directors under the preceding
paragraph, the board of directors shall
take into full consideration each
independent director's opinion;
independent directors'opinions
specifically expressing assent or dissent
and their reasons for dissent shall be
included in the minutes of the board of
directors'meeting.		 Board of Directors for its approval and
comply with the Regulations established,
and no delegation shall be made to any
person in this regard.
First, the application is made:
(A) Matters pertaining to fund-lending
will be handled by the company’s internal
loan unit. In events of applying loans, this
unit will fill out ‘fund-lending/loan
application’ with relevant
financial/guarnetee documents attached.
(B) Where fund-lending is made due to
needs arising from business dealings,
evaluation standards shall be specified for
determining whether the amount of an
fund is commensurate the total amount of
trading between the two companies.
Further detailed review procedures should
be conducted such as the necessity of and
reasonableness of fund-lending, credit
status and risk assessment of the entity for
which the fund is made, the impact on the
company’s business operations, financial
conditions, and shareholder’s equity,
whether collateral must be obtained and
appraisal of the value thereof. Relevant
information pertaining to this matter, loan
conditions and the aforementioned
reviews should be first reported to the
general manager and then submitted to the
Board Meeting for discussion.
(C) The loan of funds between the
company and the parent company or
subsidiary, or between subsidiaries, shall
be submitted to the Board of directors in
accordance with the provisions of the
preceding subparagraph and may
authorize the Chairman to make a
sub-allocation or recycling of the same
loan and object to a certain amount of the
resolution of the Board of directors and
for a period not exceeding one year. The
said amount shall conform to the
provisions of the seventh sum of funds
and the total amount and individual object
limits.
(D) When the company submits its
Operational Procedures for Loaning
Funds to Others for discussion by the
board of directors under the preceding
paragraph, the board of directors shall
take into full consideration each
independent director's opinion.
Article
12th		 (Announcements and declarations)
This company shall announce the
amount of loan funds of this company
andits subsidiaries ontheMarket		 (Announcements and declarations)
This company shall announce the
amount of loan funds of this company and
its subsidiaries ontheMarket Observatory		 Fund-lending
differs from
transaction.
Clarifications

48

Observatory Post System precisely the
10th of every month.
When the balance of loan reaches one of
the following levels, this company shall
announce on the Market Observatory
Post System and report such event within
two days commencing immediately from
the date of occurrence.The“Date of
occurrence” in these Regulations means
the date of contract signing, date of
payment, dates of boards of directors
resolutions, or other date that can confirm
the counterparty (receipient of the loan)
and monetary amount of the transaction,
whichever date is earlier:
1.The aggregate balance of loan by this
company and its subsidiaries
reaches 20 percent or more of the
public company's net worth as
stated in its latest financial
statement.
2.The balance of loan lended by the this
company and its subsidiaries for a
single enterprise reaches 10 percent
or more of the public company's
net worth as stated in its latest
financial statement.
3.The amount of new loans made by this
company or its subsidiaries reaches
NT$10 million or more, and
reaches 2 percent or more of the
public company's net worth as
stated in its latest financial
statement.
This company shall announce and report
on behalf of any subsidiary thereof that is
not a public company of the Republic of
China any matters that such subsidiary is
required to announce and report pursuant
to any subparagraph of the preceding
paragraph.
The percentage of loan balance over a
company's net worth for a subsidiary
under the preceding paragraph shall be
calculated by the ratio of the subsidiary's
loan balance to the public company's net
worth.
In the case of a subsidiary with shares
having no par value or a par value other
than NT$10, for the calculation of the
paid-in capital,the sum of the share
capital plus paid-in capital in excess of
par shall be substituted.
This company shall evaluate the status of
its loans of funds and reserve sufficient
allowance for bad debts in compliance
with generally accepted accounting
principles, and shall adequately disclose
relevantinformation in itsfinancial		 Post System precisely the 10th of every
month.
When the balance of loan reaches one of
the following levels, this company shall
announce on the Market Observatory Post
System and report such event within two
days commencing immediately from the
date of occurrence.The“Date of
occurrence” in these Regulations means
the date of contract signing, date of
payment, dates of boards of directors
resolutions, or other date that can confirm
the counterparty and monetary amount of
the transaction, whichever date is earlier:
4.The aggregate balance of loan by this
company and its subsidiaries
reaches 20 percent or more of the
public company's net worth as
stated in its latest financial
statement.
5.The balance of loan lended by the this
company and its subsidiaries for a
single enterprise reaches 10 percent
or more of the public company's net
worth as stated in its latest financial
statement.
6.The amount of new loans made by this
company or its subsidiaries reaches
NT$10 million or more, and reaches
2 percent or more of the public
company's net worth as stated in its
latest financial statement.
This company shall announce and report
on behalf of any subsidiary thereof that is
not a public company of the Republic of
China any matters that such subsidiary is
required to announce and report pursuant
to any subparagraph of the preceding
paragraph.
The percentage of loan balance over a
company's net worth for a subsidiary
under the preceding paragraph shall be
calculated by the ratio of the subsidiary's
loan balance to the public company's net
worth.
In the case of a subsidiary with shares
having no par value or a par value other
than NT$10, for the calculation of the
paid-in capital,the sum of the share capital
plus paid-in capital in excess of par shall
be substituted.
This company shall evaluate the status of
its loans of funds and reserve sufficient
allowance for bad debts in compliance
with generally accepted accounting
principles, and shall adequately disclose
relevant information in its financial
reports and provide certified public
accountants with relevantinformation for		 ‘counterparty’ is
noted in which the
counterparty is the
receipeint of a loan
not a counterparty
of a certain
transaction.

49

reports and provide certified public
accountants with relevant information for
implementation of necessary auditing
procedures.		 implementation of necessary auditing
procedures.
Article
14th		 (Fixed Amendment)
These measures shall be implemented by
the Board of Auditors and the Board of
Directors with the consent of the
shareholders ' meeting, and if the
directors object and have a record or
written statement, the company should
discuss their objections to the
shareholders ' meeting and amend them
in the same way. In accordance with the
preceding provisions, these measures
shall be referred to the Board for
discussion, taking fully into account the
views of the directors,If the independent
director has objections or reservations, he
shall set out in the proceedings of the
Board。
The company has set up an audit
committee to set or amend the measures
for the administration of funds and other
persons, with the consent of all members
of the audit committee more than
one-second, and to refer to the Board of
Directors resolution, do not apply the
foregoing provisions.
If the preceding paragraph does not agree
with more than one-second per cent of all
members of the Board of Auditors, it
shall be agreed by more than two-thirds
per cent of all directors, and the Board's
resolution should be included in the
proceedings of the Board.
All members of the Board of Auditors
and all directors referred to in the
preceding paragraph are calculated in the
actual incumbent.		 (Fixed Amendment)
These measures shall be implemented by
the Board of Auditors and the Board of
Directors with the consent of the
shareholders ' meeting, and if the directors
object and have a record or written
statement, the company should discuss
their objections to the shareholders '
meeting and amend them in the same way.
In accordance with the preceding
provisions, these measures shall be
referred to the Board for discussion,
taking fully into account the views of the
directors,And to include in the records of
the board a clear opinion and objection to
its consent or objection.。		 Under regulation
14th of the
Securities Trading
Act, the competence
of the Board of
Auditors includes
the processing of
procedures for
amending the
significant financial
business practices
of funds and other
persons, invoking
the provisions of
article sixth of the
Guidelines for the
disposal of assets by
the public issuing
company.

50

51

Attachment 9

Success Prime Corp.

PROCEDURES OF ENDORSEMENTS AND GUARANTEES

Comparison of amended provisions

Articl
e
times		 Amended Version Existing Version Explanation
Article
8		 (Hierarchy of endorsement/guarantee
decision-making authority and delegation
thereof)
Before making a loan of funds to others,
this company shall carefully evaluate
whether the loan is in compliance with
these Regulations and the company's
Operational Procedures for Loaning
Funds to Others. The company may loan
funds to others only after the evaluation
results under this paragraph and Article
9, paragraph 2 have been submitted to
and resolved upon by the board of
directors,and the results are in
accordance withthe regulations,or
approved by the chairman of the board,
where empowered by the
board of directors under Article 9,
paragraph 3 to grant
endorsements/guarantees within a
specific limit, for subsequent submission
to and ratification by the next board of
directors' meeting.		 (Hierarchy of endorsement/guarantee
decision-making authority and delegation
thereof)
Before making a loan of funds to others,
this company shall carefully evaluate
whether the loan is in compliance with
these Regulations and the company's
Operational Procedures for Loaning
Funds to Others. The company may loan
funds to others only after the evaluation
results under this paragraph and Article 9,
paragraph 2 have been submitted to and
resolved upon by the board of directors, or
approved by the chairman of the board,
where empowered by the
board of directors under Article 9,
paragraph 3 to grant
endorsements/guarantees within a
specific limit, for subsequent submission
to and ratification by the next board of
directors' meeting.		 The explicit
guarantee of
endorsement shall
be in accordance
with the
administrative
measures
established, and
invoking amend the
preface to the
existing provisions.
Article
9		 (Procedures for making
Endorsement/Guarantee and scrutinizing
Endorsement/Guarantee )
1. the endorsement to ensure that the
company requires endorsement
guarantee, should be filled with
"endorsement guarantee
Application" description of the use
and the total amount of this
endorsement guarantee, such as the
attachment of promissory note to the
company to request endorsement
guarantee.
Second, the above "Application for
endorsement guarantee" and promissory
notes should be sent by the competent
departments to send and evaluate the risk
of endorsement guarantee, and then by
the Financial Supervisor Audit, the main
points of the audit are as follows:
Detailed review procedures, including:
a. The necessity of and reasonableness
of extending loans to others.
b. Borrower credit status and risk
assessment.
c. Impact on the company's business
operations, financial condition, and
shareholders' equity.
d. Whether collateral must be obtained
and appraisalofthe value thereof.		 (Endorsement guarantee processing
procedure and detailed examination
procedure)
First, the endorsement to ensure that the
company requires endorsement guarantee,
should be filled with "endorsement
guarantee Application" description of the
use and the total amount of this
endorsement guarantee, such as the
attachment of promissory note to the
company to request endorsement
guarantee.
Second, the above "Application for
endorsement guarantee" and promissory
notes should be sent by the competent
departments to send and evaluate the risk
of endorsement guarantee, and then by the
Financial Supervisor Audit, the main
points of the audit are as follows:
(A) the necessity and reasonableness of
requiring endorsement guarantees.
(B) The credit and risk assessment of the
object of endorsement guarantee.
(C) The impact on the company's
operational risks, financial position and
shareholders ' equity.
(Iv) The value of the assessment of the
acquisition of collateral and collateral.
(E) Whether the amount of the
endorsement guaranteeis withinthelimit.		 Referred to
Securities and
Exchange Act 14-3
for amendments.

52

e. Whether or not the endorsement or
guarantee amount exceed the limit.		 (F) If there are any other possibilities
which are sufficient to endanger the
interests of the company.
(Vii) In the event of an endorsement
guarantee arising from a business
transaction, the amount of the
endorsement guarantee shall be assessed
against the equivalent of the transaction
amount in accordance with clear criteria.
Iii. decision-making and delegation of
authority levels
(A) The financial supervisor shall,
together with the "Application for
endorsement guarantee" and the
promissory note, endorse the audit
opinion with the approval of the
Chairman and with the consent of the
Board of Directors. Only in the total
amount of endorsement guarantee in NT
$ of million yuan, or the amount of
endorsement guarantee for a single
enterprise within the NT $ Million, in
order to improve the statute of limitations,
we must first be approved by the
Chairman Trail, and then report the next
board confirmation, and the processing
situation and related matters to the
shareholders ' meeting for reference.
(B) When a board resolution is a
guarantee of endorsement by another
person, full consideration shall be given to
the opinions of the independent
directors,And include in the Minutes of
the board of Directors a clear opinion and
objection to his consent or objection.。
Article
12		 (Announcements and declarations)
The company shall, by 10th of each
month, enter the monthly endorsement
guarantee balance of the company and its
subsidiaries into the Public Information
Observatory.
The company's endorsement guarantee
balance of one of the following criteria
shall be entered into the Public
Information Observatory within 2nd
from the date of the fact. The date of the
alleged fact shall mean the date of the
transaction signing date, the date of
payment, the resolution date of the Board
of directors or other sufficient funds to
determine the object of the transaction
and the amount of the transaction, such as
the former:
First, the company and subsidiary
endorsement guarantee balance up to the
company's most recent financial
statements net value of more than 50%.
Second, the company and its subsidiaries
to the single enterprise endorsement
guarantee balance up to the company's
most recent financial statements net value
of more than 20%.
Third, the company and its subsidiaries to
the single enterprise endorsement		 (Announcements and declarations)
The company shall, by 10th of each
month, enter the monthly endorsement
guarantee balance of the company and its
subsidiaries into the Public Information
Observatory.
The company's endorsement guarantee
balance of one of the following criteria
shall be entered into the Public
Information Observatory within 2nd from
the date of the fact. The date of the alleged
fact shall mean the date of the transaction
signing date, the date of payment, the
resolution date of the Board of directors or
other sufficient funds to determine the
object of the transaction and the amount
of the transaction, such as the former:
First, the company and subsidiary
endorsement guarantee balance up to the
company's most recent financial
statements net value of more than 50%.
Second, the company and its subsidiaries
to the single enterprise endorsement
guarantee balance up to the company's
most recent financial statements net value
of more than 20%.
Third, the company and its subsidiaries to
the single enterprise endorsement
guarantee balance ofNT$10millionor		 In order to clarify
the definition of
investments of a
long-term nature,
invoking the
provisions of article
nineth, paragraph
fourth, of the
guidelines for the
preparation of
financial reports by
issuers of securities.

53

guarantee balance of NT $10 million or
more and its endorsement
guarantee,Adoption of the Equity ActOf
investmentCarrying AmountAnd the
total capital loan and balance amounted
to more than 30% of the company's most
recent financial statements.
Four, the company or subsidiaries of the
new endorsement guarantee amount of
NT $30 million and more than 5% of the
company's most recent financial
statements.
The company's son company is not a
domestic public offering company, the
subsidiary has the preceding paragraphs
should be entered into the Public
Information observatory matters, should
be owned by the company. The previous
subsidiary's endorsement guarantee
balance as a proportion of the net value of
the calculation, with the subsidiary
endorsement guarantee Balance as the
proportionofthe company'snet worth.		 more and its endorsement
guarantee,Long-term natureThe total
investment and fund loans and balances
amounted to more than 30% of the
company's most recent financial
statements.
Four, the company or subsidiaries of the
new endorsement guarantee amount of
NT $30 million and more than 5% of the
company's most recent financial
statements.
The company's son company is not a
domestic public offering company, the
subsidiary has the preceding paragraphs
should be entered into the Public
Information observatory matters, should
be owned by the company. The previous
subsidiary's endorsement guarantee
balance as a proportion of the net value of
the calculation, with the subsidiary
endorsement guarantee Balance as the
proportion of the company's net worth.
Article
15		 (Amendment)
This company when intending to loan
funds to others shall formulate its
Operational Procedures for Loaning
Funds to Others in compliance with these
Regulations, and, after passage by the
board of directors, submit the Procedures
to each supervisor and submit them for
approval by the shareholders' meeting;
where any independent director
expresses dissent and it is contained in
the minutes or a written statement, the
company shall submit the dissenting
opinion to each supervisor and for
discussion by the
shareholders'meeting.The same shall
apply to any amendments to the
Procedures.
This company has established the
position of the audit committee, when it
sipulates or amends its Operational
Procedures for Loaning Funds,it shall be
approved by more than half of all
members of the audit committee and
reported to the board meeting discussion,
and is not subjected to the regulations of
the preceding paragraphs.
If the aforementeiond Operational
procedure fails to obtain more than half
of all members of the audit committee’s
approval then it shall be approved by
more than two-thirds of all the Board
members, and subsequently included in
minutes of the Board of directors’
Meeting.
“All audit committee members”and“all
board directors”shall mean the actual
number of persons currently holding
those positions.		 (Amendment)
These measures shall be implemented by
the Board of Auditors and the Board of
Directors with the consent of the
shareholders ' meeting, and if the directors
object and have a record or written
statement, the company should discuss
their objections to the shareholders '
meeting and amend them in the same way.
In accordance with the preceding
provisions, these measures shall be
referred to the Board for discussion,
taking fully into account the views of the
directors,And to include in the records of
the board a clear opinion and objection to
its consent or objection.。		 .According to
Article 14-5 of the
Securities and
Exchange Act, the
authority of the
audit committee
includes
formulating and
amending the
funds/loans for
others and handling
procedures for
financial or
operational actions
of material
significance,
pursuant to Article 6
of the Regulations
Governing the
Acquisition and
Disposal Assets by
Public Companies.

54

55

Attachment 10
Success Prime Corporation
List of Candidates for Directors and Independent Directors		 Attachment 10
Success Prime Corporation
List of Candidates for Directors and Independent Directors		 Attachment 10
Success Prime Corporation
List of Candidates for Directors and Independent Directors		 Attachment 10
Success Prime Corporation
List of Candidates for Directors and Independent Directors		 Attachment 10
Success Prime Corporation
List of Candidates for Directors and Independent Directors
Candidates
Category		 Name Sex Main Education Qualification, Experience Number of
shareholding
(shares)
Director Min-Chun Chen M Education:
EMBA, National Tsinghua University
Bachelor in Industrial Engineering,
National Tsinghua University
Current Position:
Chairman, Success Prime Corporation
Chairman, Cheng Li Education Technology Co.,
Ltd.
Director, Chen Li Education Foundation
Past Experience:
Director, Chen Li Educational Group Co., Ltd.
Founder, Jing Zhan Tutorial Academy		 1,716,592
Director Shu-Ling Tseng F Education:
EMBA, National Taiwan University
Bachelor in Foreign Languages,
National Taiwan University
Current Position:
Chairman, Chen Li Educational Group Co., Ltd.
Director, Success Prime Corporation
Director, Cheng Li Education Technology Co., Ltd.
Chairman, Prime Education Consulting Co., Ltd.
Chairman, Chen Li Education Foundation
Chairman,CHEN LI Education Group Limited
Chairman, Chen Li Education Group (HK) Limited
Legal Representative, Chen Li (Xiamen) Education
Consulting Co., Ltd.
Past Experience:
Founder, Chen Li Tutorial Academy		 1,716,592
Director Endow Capital
Management Inc.
Representative:
Xiang-Qi Fang		 M Education:
Bachelor in Accounting, Fengjia University
Current Position:
Chairman/General Manager,
SULDE International Consulting Corp. Ltd.
Director, SULDE Strategic Corp. Ltd.
Director, Keystones IP Management Co., Ltd.
Director, Entery Industrial Co., Ltd.
Supervisor, Chen Li Educational Group Co., Ltd.
Supervisor, Success Prime Education Consulting
Co., Ltd.
Past Experience:
Founder,
SULDE InternationalConsulting Corp.Ltd.		 1,716,592
Director Endow Capital
Management Inc.
Representative:		 M Education:
EMBA, National Central University
Current Position:		 1,716,592

56

Rui-Xian Lin Chairman, Prime Optical Fiber Corporation
Chairman, Chinlin Chem Corporation
Past Experience:
Chairman, SuccessPrime Corporation
Director Bash Consultant
Incorporated
Representative:
Yen-Shuen Chen		 F Education:
Bachelor in Graphic Design,
University of Washington, USA
Current Position:
Product Manager, Chuang-Si Digital Technology
Co., Ltd.
Past Experience:
Operation Assistant, Success Prime Corp.
Graphic Designer, Chen Li Educational Group Co.,
Ltd..		 1,716,592
Director Bash Consultant
Incorporated
Representative:
Yun Chen		 F Education:
Bachelor in Finance, McGill University, CA
Current Position:
Operation Director, Chuang-Si Digital Technology
Co., Ltd.
Past Experience:
Founder Assistant, Chen Li Educational Group Co.,
Ltd.		 1,716,592
Independent
Director		 Zhuang-Mei
Chen		 M Degree:
Ph.D. in Chemistry, Stanford University, USA
MBA, New York University, USA
Bachelor in Chemistry, National Taiwan University
Current Position:
Partner, Kechuang Marketing Management
Consulting Co., Ltd.
Compensation committee member,
ATE Energy Co., Ltd.
Past Experience:
GM, Lite-On Green Technology, Inc.
Deputy GM, Lite-On Technology, Inc.		 0
Independent
Director		 Pei-Jun Hong F Education:
LL.B., National Taipei University
Current Position:
Firm Director, Tengri International Law Firm
Past Experience:
Lawyer, LCC Partners Law Firm
Lawyer, CHIH and WU Attorneys Law Firm		 0
Independent
Director		 Bing-Quan Shi M Education:
Master in Accounting, Tamkang University
Current Position:
Partner, JYH Her CPAs Accounting Firm
Supervisor, Entery Industrial Co., Ltd.
Past Experience:
Audit Manager, Deloitte Touche Tohmatsu Ltd.		 0

57

Attachment 11

Success Prime Corporation
List of Director Candidates and Current Positions		 Success Prime Corporation
List of Director Candidates and Current Positions		 Success Prime Corporation
List of Director Candidates and Current Positions
Title Name Current Positions in Other Companies
Director Min-Chun Chen Chairman, Success Prime Corporation
Chairman, Cheng Li Education Technology Co.,
Ltd.
Director, Chen Li Education Foundation
Director Shu-Ling Tseng Chairman, Chen Li Educational Group Co., Ltd.
Director, Success Prime Corporation
Director, Cheng Li Education Technology Co., Ltd.
Chairman, Prime Education Consulting Co., Ltd.
Chairman, Chen Li Education Foundation
Chairman,CHEN LI Education Group Limited
Chairman, Chen Li Education Group (HK) Limited
Legal Representative, Chen Li (Xiamen) Education
Consulting Co., Ltd.
Director Endow Capital
Management Inc.
Representative:
Xiang-Qi Fang		 Chairman/General Manager, SULDE International
Consulting Corp. Ltd.
Director, SULDE Strategic Corp. Ltd.
Director, Keystones IP Management Co., Ltd.
Director, Entery Industrial Co., Ltd.
Supervisor, Chen Li Educational Group Co., Ltd.
Supervisor, Success Prime Education Consulting
Co., Ltd.
Director Endow Capital
Management Inc.
Representative:
Rui-Xian Lin		 Chairman, Prime Optical Fiber Corporation
Chairman, Chinlin Chem Corporation
Director Bash Consultant
Incorporated
Representative:
Yen-Shuen Chen		 Product Manager,
Chuang-Si Digital Technology Co., Ltd
Director Bash Consultant
Incorporated
Representative:
Yun Chen		 Operation Director,
Chuang-Si Digital Technology Co., Ltd.
Independent
director		 Zhuang-Mei
Chen		 Partner, Kechuang Marketing Management
Consulting Co., Ltd.
Compensation committee member,
ATE Energy Co., Ltd.
Independent
director		 Pei-Jun Hong Firm Director, Tengri International Law Firm

58

Independent
director		 Bing-Quan Shi Partner, JYH Her CPAs Accounting Firm
Supervisor, Entery Industrial Co., Ltd.

59

Appendix 1

ARTICLES OF INCORPORATION OF SUCCESS PRIME COROPORATIONS

Section I – General Provisions

Article 1

The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 卓越成功股份有限公司 in the Chinese language, and Success Prime Corporation in the English language (referred to as SPC).

Article 2

The scope of Corporation Business shall be as follows:

CB01010 Machinery and Equipment Manufacturing

CC01020 Electric Wires and Cables Manufacturing

E701040 Basic Telecommunications Equipment Construction

I301010 Software Design Services

I301030 Digital Information Supply Services

CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

CC01040 Lighting Facilities Manufacturing

CC01060 Wired Communication Equipment and Apparatus Manufacturing

CC01070 Telecommunication Equipment and Apparatus Manufacturing

CC01080 Electronic Parts and Components Manufacturing

CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing

CC01110 Computers and Computing Peripheral Equipment Manufacturing

CD01020 Tramway Cars Manufacturing

CD01990 Other Transport Equipment and Parts Manufacturing

CE01010 Precision Instruments Manufacturing

E599010 Pipe Lines Construction

E601010 Electric Appliance Construction

E601020 Electric Appliance Installation

E603010 Cables Construction

E603050 Cybernation Equipment Construction

E603080 Traffic Signals Construction

E603090 Illumination Equipment Construction

E605010 Computing Equipment Installation Construction

E701010 Telecommunications Construction

E701020 Channel KU and C of Satellite TV Equipment and Materials Construction

E701030 Restrained Telecom Radio Frequency Equipment and Materials Construction

EZ06010 Traffic Labels Construction

EZ99990 Other Construction

F113020 Wholesale of Household Appliance

F113070 Wholesale of Telecom Instruments

F113090 Wholesale of Traffic Signal Equipment and Materials

F114080 Wholesale of Tramway Cars and Parts

F114990 Wholesale of Other Transport Equipment and Parts

F116010 Wholesale of Photographic Equipment

F119010 Wholesale of Electronic Materials

F401021 Restrained Telecom Radio Frequency Equipment and Materials Import

60

ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval (limited to operation outside the area)

Research, development, production, manufacturing, sales, system planning and construction of optical communications for various types of optical fiber and model, optical cable, optical fiber communication prototype, optical communication systems, optical sensor systems.

Research, development, production, manufacture and sale of various optical fiber and pre-model equipment and production sales management system.

Inspection consultant for the previous stated products. Design, production, sales of inspection facilities that is based on examining optical fiber’s optical properties, mechanical properties, durability, geometric characteristics.

Import and export trade of the aforementioned products.

I103060 Management Consulting Services (limited to operation outside the area)

I301020 Data Processing Services (limited to operation outside the area)

I301030 Digital Information Supply Services (limited to operation outside the area) JZ99050 Agency Services (limited to operation outside the area)

H703100 Real Estate Rental and Leasing (limited to operation outside the area)

JE01010 Rental and Leasing Business (limited to operation outside the area)

Article 3

The Corporation shall have its head office in Hsinchu Science Park, Taiwan, Republic of China, and shall be free, upon approval of government authorities in charge, to set up representative and branch offices at various locations within and without the territory of the Republic of China, wherever and whenever the Corporation deems it necessary or advisable to carry out any or all of its activities.

Article 3-1

The Corporation may provide endorsement and guarantee and act as a guarantor.

Article 3-2

The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital as provided in Article 13 of the Company Law.

Article 3-3

Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of the Republic of China.

Section II – Shares

Article 4

The total capital stock of the Corporation shall be in the amount of 2,000,000,000 New Taiwan Dollars, divided into 200,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments.

The amount of retained capital in the total capital of the preceding paragraph is NT$100 million for the issuance of stock option certificates, special stocks with warrants or company warrants with a total of 10,000 shares. Each share is subject to the approval of the board of directors.

The Company may transfer the treasury shares to the employees at an average price lower than the actual purchase price, or lower than the average number of shareholders who have attended the shareholders' meeting, and the consent of more than two-thirds of the shareholders' voting rights. The employee stock option certificate is issued at the subscription price of the daily closing price.

Article 4-1

(Delete)

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Article 4-2

(Delete)

Article 5

The share certificates hereof, the registered ones, shall be duly signed by or affixed with seals of the 3 or more managing directors, duly authenticated by the competent authorities of the government or the certification organization authorized thereby before issuance. The Company is exempted from printing the registered share certificates for the shares issued

Article 5-1

All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies” unless specified otherwise by law and securities regulations.

Article 6

Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

Section III – Shareholders' Meeting

Article 7

Shareholders’ meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings. Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.

Article 7-1

(Deleted)

Article 8

If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend it, and to exercise, on his/her behalf, all rights at the meeting, in accordance with Article 177 of the Company Law. A representative does not need to be a shareholder of the Corporation.

Article 9

Except as provided in the Company Law of the Republic of China, shareholders’ meetings may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.

Article 10

Each share of stock shall be entitled to one vote, unless law regulations stated otherwise.

Article 10-1

The shareholders’ meeting shall be presided over by the Chairman of the Board of Directors of the Corporation. In his absence, either the Vice Chairman of the Board of Directors, or one of the Directors shall preside in accordance with Article 208 of the Company Law.

Article 10-2

The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. Such minutes, together with the attendance list and proxies, shall be filed in accordance to relevant law regulations.

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Directors, Audit Committee, General Manager

Article 11

The Corporation shall have five to nine directors, of which the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. The term of office shall be three years, and may be re-elected. The shareholders' meeting shall adopt the candidate nomination system, select Directors from the candidate list provided.

The Company may, by resolution of the Board of Directors, purchase liability insurance for the directors to be liable for damages in accordance with the law in the scope of their business.

Article 11-1

(Deleted)

Article 11-2

(Deleted)

Article 11-3

(Deleted)

Article 12

The Directors shall elect from among themselves a Chairman of the Board of Directors, and may elect a Vice Chairman of the Board of Directors, by a majority in a meeting attended by over two-thirds of the Directors. The Chairman shall not have a second or casting vote at any meeting of the Board of Directors. The Chairman of the Board of Directors shall have the authority to represent the Corporation.

Where the Chairman fails to perform his functions, the Vice Chairman may act on his behalf. Where the Chairman and Vice Chairman both fail to perform their functions, a director shall be appointed by the Chairman to act on their behalf. If no such designee is appointed, the chairperson shall be elected among the directors. If Board meeting is set as a video conference, the Any Director attending the meeting via video conference shall be deemed attending the meeting in person.

Article 12-1

Except as otherwise provided in the Company Law of the Republic of China, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting. The Directors shall exercise their functions by resolutions adopted at meetings of Shareholders and the Board of Directors.

Article 13

Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, upon written notice mailed to all the other Directors, at least seven days, unless in case of urgent circumstances, prior to the date of the meeting, specifying the date and place of the meeting and its agenda. The meeting of the Board of Directors shall be held at least once every quarter.

In case of absence, a Director may, by written authorization, appoint another Director to attend on his behalf any meeting of the Board of Directors, and to vote for him on all matters presented at such meeting, but no Director may act as proxy for more than one other Director.

Article 13-1

In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors, then the Board of Directors shall convene a shareholders’ meeting to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. Except for the election of new Directors across the board, the new Directors shall serve the remaining term of the predecessors.

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Article 14

The Corporation shall establish an Audit Committee, which shall consist of all independent directors, no less than three, in which one will be the main convener, at least one will have accounting or finance credentials. The Audit Committee shall be responsible for those responsibilities of Supervisors specified under the Company Law, the Securities and Exchange Law and other relevant regulations.

Article 15

The Board of Directors is authorized to determine the salary for the Chairman, Vice Chairman and Directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas. For independent directors, a reasonable salary compensation is set different from that of the general directors.

Article 16

The Company elects one general manager and several deputies general managers, and is appointed or removed in accordance with Article 29 of the Company Law. The general manager is appointed by the chairman of the Board to handle all business of the company in accordance with the meeting resolutions.

Article 17

(Deleted)

Section IV – Accounting

Article 18

The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. The final account closing shall be conducted at end of every fiscal year.

Article 19

The Company takes the calendar year as its fiscal year. Upon closing of each fiscal year, the board of directors shall work out the following documents and proposed to the shareholders’ meeting in accordance with the legal procedures for adoption: (1) Business report; (2) Financial statements and (3) Proposals of profit allocation or loss coverage.

Article 20

The Company shall allocate no less than 3% of the profits earned during the current year for the purpose of employees’ compensation and no more than 5% of the same for directors’ compensation; provided, however, that the Company shall first reserve a sufficient amount to compensate its accumulated deficits. An employee of the Company’s affiliate who meets certain criteria shall be entitled to the employees’ compensation.

Article 20-1

This Corporation shall not pay dividends or bonuses to shareholders when there are no earnings. When allocating the earnings for each fiscal year, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the earnings left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation; then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge.

After this Corporation has set aside the capital reserves pursuant to the first Paragraph of this Article, the balance left over shall be allocated according to the following principles per resolution of the shareholders’ meeting: Earnings may be distributed in total after taking into consideration financial, business and operational factors. Earnings of this Corporation may be distributed by way of cash dividend and/or stock dividend. Since this Corporation is in a capital-intensive industry at the steady growth stage of its business, distribution of earnings shall be made preferably by way of cash dividend. Distribution of earnings may also be made by way of stock dividend, provided however, the ratio for stock dividend shall not be lower than 10% of total distribution.

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Section V - Supplementary Provisions

Article 21

(Deleted)

Article 22

In regard to all matters not provided for in these Articles of Incorporation, the Company Law of the Republic of China shall govern.

Article 23

These Articles of Incorporation are agreed to and signed on May 28, 1991 by all the promoters of the Corporation, and duly amended on:

(01) July 9, 1993; (02) October 14, 1994; (03) April 10, 1996; (04) December 5, 1996; (05) May 23, 1997; (06) May 31, 2000; (07) May 2, 2001; (08) June 26, 2002;

(09) June 27, 2003; (10) May 27, 2004; (11) June 27, 2005; (12) April 12, 2006;

(13) June 8, 2007; (14) June 27, 2008; (15) October 31, 2008; (16) June 25, 2010;

(17) May 25, 2011; (18) May 25, 2012; (19) July 31, 2012; (20) June 24, 2014;

(21) May 12, 2015; (22) May 9, 2016; (23) January 18, 2017; (24) June 14, 2018.

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Appendix II

Success Prime Corporation

Rules and Procedures of Shareholders' Meeting

  1. Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.

  2. Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.

  3. In a shareholders’ meeting, the participation and vote shall be counted on the grounds of the number of shares. The total number of shares present at the meeting will be calculated based on the attendance cards submitted as a substitute for sign-in, plus the number of shares exercising the voting power in writing or through means of electronic transmission.

  4. The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.

  5. Unless otherwise provided in laws, the shareholders’ meeting shall be called by the Board of Directors and chaired by the Chairman of the Board. Where the Chairman of the Board fails to exercise his authority with justified reasons, the Vice Chairman of the Board may be his proxy. Where no Vice Chairman has been appointed or the Vice Chairman fails to exercise his authority with justified reasons too, the Chairman shall designate one director to be his proxy. Where no such designee is designated, the chairperson shall be elected out of the directors. Where the shareholders’ meeting is called by any person entitled to hold the meeting other than the Board of Directors, the chairperson of the meeting shall be assumed by the person. If there are more than two conveners, the chairperson shall be elected from the conveners.

  6. The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.

  7. The process of the Meeting shall be tape recorded or videotaped and these tapes shall be preserved for at least one year. If a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation

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  1. Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders -53present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of China. The aforesaid tentative resolutions shall be executed in accordance with relevant provisions of the Company Law of the Republic of China. If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law of the Republic of China.

  2. The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

  1. When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

For a same issue, each shareholder shall not speak more than twice and shall not speak more than five minutes in each floor unless approved by the chairman. The chairman

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may ban such shareholder from speaking if he/she breaches the provision set forth in the preceding paragraph or speaks beyond the specified range.

  1. Where a judicial (corporate) person is consigned to participate in a shareholders’ meeting, such judicial (corporate) person may appoint only one representative to participate in the meeting. Where a judicial (corporate) person shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one representative may speak up for the same issue.

  2. After a present shareholder speaks, the chairman may reply in person or through an appointee.

  3. The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.

  4. A speaker is deemed not to have spoken if he has made only one statement and has not issued a speech. The content of the statement is inconsistent with that of the statement, subject to the content of the statement. When attending a shareholder's speech, other shareholders shall not interfere with the speech except with the consent of the Chairman and the speaking shareholders. The President of the violators shall be stopped.

  5. The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.

  6. During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement.

  7. Except otherwise specified in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.

  8. If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

  9. The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose.

  10. Any matters insufficiently provided for herein shall be subject to the Company Law, Articles of Incorporation and other laws and regulations concerned.

  11. These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

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Last Amendment Date: June 16, 2017

Appendix 3

Success Prime Corporation Procedures for Election of Directors

  1. For the fair and open election of directors and independent directors, the procedures are set out in accordance with Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies .

  2. Unless otherwise provided in the Company Law or the Articles of Incorporation of this Company, the directors of this Company shall be elected in accordance with the rules specified herein.

  3. The election of this Company's directors shall take into consideration the overall composition of the board of directors. Board members shall possess the knowledge, skills, and qualifications required to perform their duties. The board as a whole shall possess the following abilities:

  4. Ability to judge business operations;

  5. Accounting and financial analysis capability;

  6. Administrative and management ability;

  7. Crisis management ability;

  8. Industry knowledge;

  9. International market outlook;

  10. Leadership skills; and

  11. Decision-making ability.

  12. The independent directors of the company have the following qualities:

  13. Honesty and practicality.

  14. A fair judgment.

  15. Professional knowledge.

  16. Rich experience.

  17. Ability to read financial statements.

In addition to the requirements of the preceding statements, at least one of the independent directors of the Company shall be an accounting or financial professional.

  1. （Qualification of Independent Directors）

The qualifications and selection of the Company’s independent directors shall comply with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and shall be implemented in accordance with Article 24 of the Company's "Code of Corporate Governance."

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  1. （Nomination System）

Directors shall be elected employing the candidate nomination system and procedures prescribed in Article 192-1 of the Company Law.

  1. （Election Method）

The election of directors shall adopt a disclosed cumulative voting method. Each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates.

  1. The ballots for on-site voting in the shareholders’ meeting shall be prepared by the Board, identical to the number of directors and independent directors to be elected, and the elector’s attendance card number and the weighted number of voting rights shall be stated on the ballots bearing the Company's seal.

  2. Independent directors and non-independent directors of the Company shall be elected at the same time and the votes shall be calculated separately. Directors shall be elected in accordance with the Articles of Incorporation of the Company and the resolution of the Board on the number of directors. Candidates who get more votes representing corresponding voting rights shall be elected directors in the order of number of ballots received. If two or more persons have received the same number of voting rights, and the number of persons would exceed the prescribed number of available seats, the persons with the same number of voting rights shall draw lots to decide election; the chairman shall draw lots on behalf of any selected persons who are not present.

  3. Before the election begins, the Chairman shall designate a number of shareholders as ballot inspectors to carry out all relevant duties. The ballot box is prepared by the Board of Directors and is opened in public by the ticket inspector before the vote.

  4. If the candidate is a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name and shareholder's number, and the number of votes cast for such candidate. If the candidate is not a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name, the candidate's ID number, and the number of votes cast for such candidate. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name(s) of their representative(s) should be filled in the column.

  5. Ballots shall be deemed void under the following conditions:

  6. (1) Ballots not prepared by this Company;

  7. (2) Blank ballots not completed by the voter;

  8. (3) Illegible writing;

  9. (4) If the candidate is a shareholder of this Company, the name or shareholder's number of the candidate filled in the ballot inconsistent with the shareholders' register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect;

  10. (5) Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number) and the number of votes cast for the candidate; (6) The name of the candidates filled in the ballots being the same as another candidate's name and the respective shareholder's numbers (ID numbers) not being indicated to

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distinguish them.

  1. The ballots should be calculated during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.

  2. This Company shall issue notifications to the directors elected. 15. These procedures and any revision thereof shall become effective after approval at the shareholders' meeting

Last Amendment Date: May 25, 2012

Appendix 4

Success Prime Corporation

Rules for the management of the acquisition or disposition of assets

(Before Amendment)

Article I (Purpose)

In order for the company to acquire or dispose of the assets in accordance with the laws and regulations laid down by the competent authorities, the final method is formulated for the implementation of the guidelines.

Article II Scope

This method shall be applicable to the risk assessment and announcement of the operation of the company in obtaining or disposing of assets/Declaration and tracking Management and other operational matters.

Article III (Level of Authority)

General Accounting and Finance Department: Responsible for documentation and

implementation of the resolutions authorized by the General Manager/Board of Directors. Financial Department: Responsible for the announcement/declaration of relevant documents and supervision of management policies.

  • Accounting Department: Responsible for the handling of related accounts and supervision of these accounts.

General Manager/Board of Directors: responsible for the authorization of acquisition and disposal of assets.

Article Iv. (Scope of assets)

The term "assets" as used in these Regulations includes the following:

1.Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

  • 2.Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.

  • 3.Memberships.

  • 4.Patents, copyrights, trademarks, franchise rights, and other intangible assets.

  • 5.Right-of-use assets.

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6.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

  • 7.Derivatives.

  • 8.Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.

9.Other major assets.

  • Article (Definition of nouns)

  • First, Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-8 of the Company Act.

  • Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers..

Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.

Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

Most recent financial statements refers to the obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant prior to the acquisition or disposal of assets.

For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

Article (Assessment and operating Procedures) sixth

The company acquires or disposes of assets, the Contractor shall be the reasons for the proposed acquisition or disposition, the subject matter, the counterparty to the transaction, the transfer price, the terms of payment, the price reference basis and other matters, in accordance with these measures and the hierarchy of management measures of the Nuclear Determination Authority, petition the Authority supervisor after the approval, by the financial unit.

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(Valuation report should be obtained before obtaining or disposing of immovable property or other equipment)

  • 1.In acquiring or disposing of real property, equipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

Article

seventh

  • 2.Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

  • 3.Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

  • Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

  • First, for special reasons must be limited to the price, a specific price or special price as a reference for the transaction price, the transaction should be referred to by the Board of Auditors, the report of the Board of Directors of the approval, future trading conditions change, should also be dealt with in accordance with the procedures.

  • Second, the transaction amount of NT $1 billion or more, should be invited to more than two professional valuers valuation.

  • Third, the valuation results of professional valuers have one of the following

  • circumstances, except that the valuation results of the assets are higher than the transaction amount, or the valuation results of the disposition of assets are lower than the transaction amount, Ching the accountant in accordance with the Accounting Research and Development Foundation issued by the Audit Standards Bulletin No. 20th, It also expresses specific opinions on the reasons for the difference and the permissible of the transaction price:

  • (一) The difference between the valuation result and the transaction amount is more

  • than 20% of the turnover.

  • (B) The valuation results of more than two professional valuers have a gap of more

  • than 10% of the transaction amount.

  • Iv. the date of issue of the report of the professional valuer and the date of establishment of the contract shall not exceed three months. However, if it applies the present value of the same notice and does not exceed six months, a submission must be issued by the original professional valuer.

Article (Obtaining or disposing of securities, membership cards or intangible assets shall be eighth subject to the advice of an accountant)

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If the company obtains or disposes of securities, it shall, before the fact occurs, take the latest period of the company to check the visa or the approved financial statements by the accountant as a reference for the evaluation of the transaction price, and the transaction amount of 20% or NT $300 million for the company's paid-up capital, The accountant should be asked to express his opinion on the reasonableness of the transaction price before the fact of the occurrence, and if the accountant needs to adopt the expert report, it should be handled in accordance with regulation 20th of the Auditing Standards Bulletin issued by the Accounting Research and Development Foundation. Provided that the securities are publicly quoted in the market or otherwise provided by the Financial Supervisory Commission of the Executive Yuan.

If the company obtains or disposes of the transaction amount of a membership card or intangible assets up to 20% or NT $300 million of the company's paid capital, in addition to transactions with government agencies, it shall, before the date of the fact, agree to the accountant to express his views on the reasonableness of the transaction price, Accountants shall also proceed in accordance with regulation 20th of the Audit Standards Bulletin issued by the Accounting Research and Development Foundation.

The acquisition or disposition of immovable property, equipment, securities, membership cards or intangible assets shall be calculated in accordance with regulation 12th and, within one year, by the date on which the facts of the transaction occurred as the basis for a retrospective calculation of one year, the valuation report or the opinion of the accountant issued by the professional valuer has been obtained in accordance with the provisions of these measures.

Article nineth

(Relationship person Trading)

  • First, the company and the related person to acquire or dispose of assets, in addition to the assessment according to the provisions of these measures, the transaction amount of more than 10% of the company's total assets, should also obtain a professional valuer issued by the valuation report or the opinion of the accountant. The calculation of the amount of the transaction shall be governed by the third provision of article eighth.

  • Second, to judge whether the subject of the transaction is a relationship, in addition to paying attention to its legal form, and should consider the substantive relationship.

  • Third, if the company acquires or disposes of real estate from the relevant person, or acquires or disposes of other assets other than real estate with the relevant person, and the transaction amount is 20% of the total capital paid by the company, 10% or more than NT $300 million, in addition to buying and selling public debt, the bonds to buy back and sell back the conditions, In the purchase or purchase of a money market fund for the issuance of domestic securities investment trusts, the following data shall be submitted to the Board of Auditors for its consent, and after the approval of the Board's resolution, a transaction deed and payment may be entered into:

  • (一) The purpose, necessity and expected benefits of acquiring or disposing of assets.

  • (Ii) The reasons for the choice of the person to whom the relationship is traded.

  • (C) obtain real estate from the person concerned and, in accordance with these measures, the relevant data for assessing the reasonableness of the transaction conditions of the reservation.

  • (D) Matters such as the date and price of the person's original acquisition, the object of the transaction and its relationship with the company and the related person.

  • (V) A projected cash income and expenditure forecast for each month of the year in which the contract month begins, and an assessment of the necessity of the transaction and the reasonableness of the use of the funds.

(Vi) A valuation report, or an accountant's opinion, issued by a professional valuer obtained in accordance with the provisions of these measures.

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  • (Vii) The limitations of the transaction and other important contractual matters.

  • Iv. the calculation of the transaction amount shall be handled in accordance with the provisions of regulation 12th and, within the said year, the date on which the facts of the transaction occurred as the basis for a retrospective calculation of one year, which has been submitted to the Board of Auditors in accordance with the provisions of these measures, and the report of the Board of Trustees shall be exempted from re If the company and the parent company or subsidiary, acquire or dispose of equipment for business use, the Board of Directors may authorize the Chairman to make a firm decision within a certain amount, and then report the most recent confirmation of the board of Directors.

  • V. The total amount of real property or securities obtained by the company and its subsidiaries for non-business use and the limits of individual securities are dealt with in accordance with the following provisions:

(一) The company's investment limit:

  1. Investments in immovable property that are not for business use are limited

to no more than 50% of the company's net worth. 

  2. The total amount of portfolio investment is limited to no more than 150% of the net value of the company and the total amount invested in individual securities is limited to not exceeding the net value of the company.

  • (Ii) Investment limits for subsidiaries:

  • Investments in immovable property that are not for business use are limited

to no more than 50% of the net value of the parent company. 

  2. Total portfolio investment is limited to no more than 150% per cent of the net value of the parent company and the total amount invested in individual securities is limited to no more than the net value of the parent company.

  • (C) The calculation of the total amount of portfolio investment is based on the original investment cost, and if there is any unfinished matter, the management method shall be managed according to the stratificationThe authority to approve the decision.

  • The Company shall give full consideration to the opinions of the independent directors when making a presentation to the Board for discussion in accordance with the third provision, and the Independent director shall include in the proceedings of the board if he has objections or reservations. Also in accordance with the third provision shall be subject to independent directors/The Board acknowledges that matters should be agreed upon by more than one-second per cent of all members of the Board of Auditors and referred to a board resolution,The second and fifth provisions of article 18th shall be used.

Vii. evaluation of the rationality of transaction cost

(一) The company obtains real estate from the relevant person and shall assess the reasonableness of the transaction cost according to the following methods:

  1. Increase interest on the necessary funds at the transaction price of the person and the cost to be borne by the buyer in accordance with the law. The stated interest cost of the necessary funds is based on the weighted average interest rate of the amount borrowed by the company for the year in which the assets are purchasedShall not be higher than the maximum borrowing rate of the non-financial industry as announced by the Ministry of Finance.

  2. If a person has set up a mortgage borrower to a financial institution with the subject matter, the financial institution evaluates the total value of the subject matter, provided that the financial institution'sThe cumulative value of the actual loan should be more than 70% of the total worth of the loan release and more than one year during the loan period. But it is not appropriate for financial institutions to be related to each other in a relationship with one of

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the parties to the transaction.

  • (B) A merger of the purchase of land and housing of the same subject shall be in respect of the land and the House in accordance with the first paragraph of item seventh of this section, respectivelyOne way to assess transaction costs.

  • (C) The company obtains real estate from the relevant person, evaluates the cost of real estate in accordance with the provisions of the first and second paragraphs of item seventh, and shall consult the accountant for review and express specific opinions.

  • (D) The company obtains immovable property from a related person in the following circumstancesMultiplexer shall be governed by the provisions of items III, fourth and sixth, and the provisions of paragraphs I to III of the seventh are not applicable:

    1. A person acquires immovable property as a result of succession or gift.

  • It has been more than five years since the contracting date of the transaction

to contract the acquisition of real property by the person. 

  3. Enter into a joint construction contract with the relevant person, or from district committee to build and rent a district committeeThe Commission invited the relevant persons to build real estate and obtain real estate.
  • The company shall, in accordance with the provisions of items tenth to 12th, handle the results of the evaluation which is lower than the transaction price under the first and second sections of the seventh. However, in the following cases, and to present objective evidence and to obtain the specific rationality of the real estate professional valuer and accountant, this limit:

(一 A person who obtains the building of a vegetarian or leased land is to be provided with proof that the following conditions are metMultiplexer 

  1. In accordance with the methodology set out in article seventh, the method assesses that a house is reasonably built at the cost of the construction of the person, and the total number of persons exceeds the actual price of the transaction. The alleged reasonable construction of profits should be based on the most recentThe average gross operating margin of the third-year relationship construction department or the lower gross margin of the Ministry of Finance announced the most recent construction industry.

  2. Other floors or adjacent areas of the same standard premisesThe transaction cases of other non-related persons within one year are similar in size, and the conditions of trading are comparable after the reasonable floor or area spreads should be assessed according to the practice of real estate trading.

  3. Other floors of the same standard premisesOther non-related person tenancy cases within one year are estimated to be equivalent by the reasonable floor price difference due to the real estate leasing practice.

  • (B) The company's evidence of the purchase of immovable property from a related person, its trading conditions and adjacent areasOther non-related people in a year transaction cases are quite and the area is similar.

  • Ix. the terms of the adjacent area mentioned in the preceding paragraph are based on the principle that the same or adjacent street profile is not more than 500 meters from the subject matter of the transaction or the present value of its announcement is similar, and the said area is similar, the principle that the area of the transaction case of other non-related persons is not less than 50% of the subject matter ; It is alleged that within one year it is based on the date on which the fact of real estate was obtained, with a retrospective projection of one year.

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  • Ten, the company to obtain real estate from the relevant persons, if the results of the assessment in accordance with the seventh and eighth provisions are lower than the transaction price, the following matters should be handled:

  • (一) Shall, in respect of the difference between the price of real estate transactions and the assessment of costs, make a special surplus reserve in accordance with the first provision of article 41st of the Securities Trading Act and shall not assign or transfer a rights issue. Investment in the companyIf the investor in the evaluation of the equity law is a public offering company, it shall also make a special surplus reserve in respect of the proposed amount in accordance with the first provision of regulation 41st of the Securities Trading Act.

  • (B) Independent director members of the Board of Auditors shall proceed in

  • accordance with regulation No. 218 of the company law.

  • (C) The tenth of the first and second paragraphs of the deal shall be reported to the shareholders ' meeting and the details of the transaction will be disclosed in the annual report and the public statement.

  • Xi. in accordance with the tenth provision, the Company shall make use of the special surplus reserve as soon as the assets purchased at high prices have been recognized as losing or disposed of in the price, or for appropriate compensation or restitution, or if there is other evidence to establish that they are not reasonable, and with the consent of the HKMA.

  • The company obtains real estate from the relevant person and, if there is other evidence that the transaction is inconsistent with the business routine, it shall also proceed in accordance with the provisions of items tenth and 11th.

Article tenth

(Merger, Division, acquisition and share assignee)

  • First, the company for the merger, Division, acquisition or share of the assignee, should be convened before the resolution of the Board of Directors, the Committee invited accountants, lawyers or securities underwriters on the proportion of shares, purchase prices or the reasonableness of the distribution of shareholders ' cash or other property to express their views, reported to the Board of Directors for discussion and adoption. However, the company consolidates the merger of subsidiaries that directly or indirectly hold 100% of the issued shares or total capital, or between subsidiaries in which the company directly or indirectly holds 100% of the issued shares or total capital, without obtaining the reasonableness of the prior experts.

  • Second, the company's participation in the merger, division or acquisition shall be the merger, division or acquisition of important terms of agreement and related matters, before the shareholders ' meeting to produce public documents to shareholders, and the previous expert opinion and the meeting notice of the shareholders will be delivered to shareholders, as a reference to whether or not to agree to the merger, division or acquisition. However, in accordance with other laws, it is exempt from the convening of shareholders ' meetings to consolidate, divide or acquire matters.

  • Third, the company participating in the merger, division or acquisition, any party of the shareholders ' meeting, due to attendance, insufficient voting rights or other legal restrictions, can not be convened, resolution, or the motion by the shareholders will be rejected, participating in the merger, division or acquisition of the company should immediately publicly explain the cause of occurrence, follow

  • Iv. a company participating in a merger, division or acquisition shall, on the same day, convene a board of directors and a meeting of shareholders to consolidate, divide or acquire matters, unless otherwise provided by other laws or with special factors to report in advance to the consent of the HKMA. The company participating in the shares shall convene a board of directors on the same day, unless otherwise provided by other laws or with special factors to report in advance to the consent of the HKMA.

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  • V. A company participating in the listing of a merger, division, acquisition or purchase of shares or the trading of shares in a securities business premises shall make the following data into a complete written record and keep them for verification for a period of five years:

  • (一) Basic data of personnel: including all persons involved in the merger, Division, acquisition or implementation of the share plan or plan prior to the disclosure of the message, their title, name, identity card size (if the foreigner is the passport number).

  • (Ii) Date of important matters: including the date of signing a letter of intent or memorandum, commissioning of a financial or legal adviser, signing of a contract and a board of directors.

  • (C) Important books and proceedings: including the merger, Division, acquisition or share acceptance scheme, letters of intent or memoranda, important deeds and proceedings of the Board of Directors.

  • Six. A company participating in the listing of a merger, division, acquisition or purchase of shares or the trading of shares in a securities commercial premises shall, within 2nd from the date of the adoption of the resolution of the Board of Directors, declare the first and second paragraphs of item fifth in accordance with the prescribed format with the Internet Information System for reference.

  • Vii. a company participating in the merger, Division, acquisition or purchase of shares shall enter into an agreement with a company which is not a listed or shares trading in a securities dealer's premises, and the company to which the listing or stock is bought and sold at the place of sale of the securities firm, and in accordance with the provisions of items fifth and sixth.

  • Viii. All persons who participate in or are aware of the company's merger, division, acquisition or share transferee scheme shall issue a written confidential undertaking that the contents of the plan shall not be disclosed to the outside world before the information is made public, nor shall they be bought, sold or merged, divided or used in the name of others, Shares of all companies and other securities of an equity nature in connection with the acquisition or share of the assignee.

  • Ix. the company participates in the merger, Division, acquisition or acquisition of shares, the proportion of shares or the purchase price shall not be arbitrarily altered except in the following cases, and shall be subject to change in the contract of Merger, Division, acquisition or share assignment:

  • (一) To handle cash capital increase, issue conversion company debt, unpaid rights issue, issue attached equity company debt, special shares with recognized equity, warrants of equity and other securities of an equity nature.

(Ii) The conduct of major assets of branch offices affecting the financial business of the company.

(C) The occurrence of major disasters, major technological changes, etc., affecting the shareholders ' rights or securities prices of the company.

(D) The adjustment of any Party participating in the merger, Division, acquisition or share assignee to buy back the Treasury shares in accordance with the law.

(V) changes in the number of subjects or homes participating in mergers, splits, acquisitions or the assignee of shares.

(F) Other conditions which have been set for change in the contract and have been disclosed to the public.

  • X. The company participates in the merger, Division, acquisition or shareholding of shares, which shall set out the rights and obligations of the company participating in the merger, Division, acquisition or shareholding of the shares, and shall contain the following matters:

(一) The treatment of default.

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  • (B) The principle of dealing with equity securities or Treasury shares that have been bought back before a company that has been eliminated or divided as a result of the merger.

  • (C) The number of Treasury shares and the principles of their treatment to be bought back by participating companies in accordance with the benchmark after the calculation of the proportion of stock exchange.

  • (D) The treatment of changes in the number of participants or homes.

  • (V) Expected progress in the implementation of the plan and expected completion of

  • the schedule.

  • (F) When the plan is overdue, the relevant procedures for the scheduled date of the shareholders ' meeting shall be held in accordance with the law.

  • Xi. if any of the companies participating in the merger, Division, acquisition or shares of the company are to be merged, split, acquired or granted shares with other companies, in addition to the number of participating families, and the shareholders ' meeting has resolved and authorized the Board to change its authority, the participating companies shall be exempt from the resolution of the shareholders ' meeting and the original merger, Division In the case of acquisition or share assignee, the procedure or legal act that has been completed shall be carried out by all participating companies. If the company participating in the merger, Division, acquisition or share of the shares is a non-public issuing company, the public issuing company shall sign an agreement with it and handle it in accordance with the relevant provisions of these measures.

Article 11th

(Announcements and declarations)

  • 一、If the company acquires or disposes of assets, it shall, in accordance with the nature of the following circumstances, report the relevant information to the HKMA designated website within 2nd days from the date of the occurrence of the notice:

  • (一) To acquire or dispose of immovable property from the relevant person, or to acquire or dispose of other assets other than immovable property with the relationship, and the transaction amount up to 20% of the company's paid-up capital, 10% of the total assets or NT $300 million. But buying and selling Treasuries, The bonds to buy back and sell back the conditions, the money market funds that are purchased or returned to the domestic Securities investment trust for issuance, except in this limit.

  • (Ii) Merger, Division, acquisition or share assignee.

  • (C) The maximum amount of all or individual contract losses specified in the administrative measures imposed by the loss of derivative commodity transactions.

  • FourThe type of asset acquired or disposed of is a device for business use and the subject of the transaction is not a person, and the transaction amount is one of the following:

    • 1.A publicly issued company with a capital amount of not up to NT $10 billion has a transaction amounting to NT $500 million or more.

    • 2.A public offering company with a capital amount of more than NT $10 billion and a transaction amounting to NT $1 billion or more.

  • FiveThe public issuing company that carries on the construction business obtains or disposes of the real estate used by the construction and its transaction Like non-related people, the transaction amount does not reach NT $500 million or more.

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SixTo obtain real estate from district committee construction, Rent District 

  - Committee construction, joint construction of housing, joint construction, joint construction and sales, the company expects to invest in the amount of transactions not up to NT $500 million or more.

  • (Vii) In addition to the first six paragraphs of asset transactions, financial institutions to dispose of claims or engage in investment in the mainland region, the amount of transactions up to the company's capital receipts of 20% or NT $300 million or more. However, the following conditions are not the case:

  • 1.Buying and selling public debt.

  • 2.To invest as a professional, to buy and sell securities on a stock exchange or a certificate broker's business premises at home and abroad, or to subscribe to a general corporate debt and not involving equity in the domestic primary market, or to securities brokers for underwriting business needs, Served as the securities dealer of Hing Cabinet company in accordance with the provisions of the Securities Counter Trading center of the Republic of China on the basis of the consortium.

  • 3.Buying and selling bonds, purchasing or buying back domestic securities investment trusts for the purchase and return of conditions Money market Fund of the Bank.

  • This company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

  • When this company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

  • Where any of the following circumstances occurs with respect to a transaction that this company has already publicly announced and reported in accordance with the preceding Article 1 to 3, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

Change, termination, or rescission of a contract signed in regard to the original transaction.

The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

Change to the originally publicly announced and reported information.

Article 12th

(Calculation of transaction amount)

The amount of transactions above shall be calculated as follows:

  • 1.The amount of any individual transaction.

  • 2.The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

  • 3.The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

  • 4.The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

Article

(Trading in derivative commodities)

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13th

When this company engages in derivatives trading, it must adopt procedures governing derivatives trading

Article

14th

  • (Duration of preservation)

When this company is acquiring or disposing assets, it shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

Article

15th

(Control procedures for subsidiaries)

  • 1.The subsidiary of the company to acquire or dispose of assets, should be in accordance with the "public issuing company acquisition or disposition of asset handling guidelines" provisions, and taking into view the views of the company, the "acquisition or disposition of asset management measures", after the adoption of the subsidiary board of Directors, the company's board of directors, subsidiary shareholders ' meeting, amendments are.

  • 2.Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by this company's subsidiary that is not itself a public company in Taiwan shall be reported by this company.

  • 3.The paid-in capital or total assets of the public company shall be the standard applicable to a subsidiary in determining whether it reaches a threshold (paid-in capital of 20% and 10% of the total assets) requiring public announcement.

  • 4.This company shall see to it that its subsidiaries adopt and implement the procedures for the acquisition or disposal of assets in compliance with these Regulations.

  • Article 16th

(Other matters)

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide this company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions may not be related parties or de facto related parties of any party to the transaction.

If the company obtains or disposes of assets through the Court auction procedure, the supporting documents issued by the court may replace the valuation report or the opinion of the accountant.

Where this company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article

17th

(Penalties)

Penalty for violation of these Regulations by managers or personnel in charge. The level of sanction is dependent upon the seriousness of mistake or omission committed.

Article

(Revision and implementation) 18th

  1. Where an audit committee has been established in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution. The board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

  2. If approval of more than half of all audit committee members as required in the

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preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

  1. This company shall establish its procedures for the acquisition or disposal of assets in accordance with the provisions of these Regulations. After the procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the audit committee. Same applies to independent directors. When procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

  2. Where an audit committee has been established in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution.

  3. All audit committee members and all board members shall mean the actual number of persons currently holding those positions.

Last revision Date: June 16[th] 2017

Appendix 5

Success Prime Corp.

Measures for the administration of funds and others

(Before Amendment)

Article I (Purpose)

The Procedures set forth below are the guidelines for the Company to provide funds to outside parties. Any other matters not set forth in the Procedures shall be dealt with in accordance with the applicable laws, rules, and regulations.

Article II Scope

This Procedure applies to the risk assessment, announcement/Declaration and supervision of management policies of fund-lending.

Article III (authorization level)

Financial Department: Responsible for credit checks, collateral reviews, announcement/Declaration and supervision of such matters.

Accounting Department: Responsible for the handling of related accounts and supervision of these accounts.

Approved Authority: responsible for the company's fund-lending audit and approval.

Article Iv. Definition

The alleged subsidiaries and parent companies shall be determined in accordance with the provisions of the guidelines for the preparation of financial reports of issuers of securities.

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If the financial report of the Company is prepared in international Financial reporting standards, the net value referred to in this management method means that the balance sheet stipulated in the guidelines for the preparation of financial reports of securities issuers belongs to the interests of the owners of the company.

Article fifth

(Loan & amp; object & amp; amount limit)

In accordance with company law, the funds of the Company shall not be lent to shareholders or any other person except in the following cases:

First, a company or line number that has business dealings with the company; the aforementioned "business dealings" means those who have an purchase or sales act with the company.

Second, with the company has a short-term financing necessary company or line number. Hereinafter referred to as "short-term" means a period of one year or one business cycle (whichever is older). The amount of financing refers to the accumulated balance of the company's short-term financing funds.

Article sixth

(Evaluation criteria)

The company has a direct or indirect stake of more than 20% of the company due to financial needs and has a short-term financing of the necessary person.

The main customers and suppliers who do business with the company are necessary for short-term financing due to purchase or operational turnover needs. Other funds that are necessary for short-term integration for strategic purposes and which are agreed to by the Board of Directors of the company.

Article seventh

(Capital loan and total amount and individual target limit)

If the funds are loaned to a company or line number, the total amount shall be limited to not more than 20% of the net value of the company, and the individual loans and amounts shall be limited to 10% of the amount of business transactions between the two parties in the most recent year and the net value of the company (limited to the lower). The amount of business transaction referred to is the higher the amount of goods purchased or sold between the two parties.

If the funds are credited with a company or line number necessary for short-term financing, the individual loan and amount shall be limited to not more than 10% of the company's net worth. The total amount is limited to 30% of the company's net worth.

The total amount of two loans and total amounts mentioned above shall not exceed 40% of the net value of the company.

The company directly or indirectly holds 100% of the voting shares between foreign subsidiaries, engaged in capital loans, in which the amount of a single company loan and other companies shall not exceed 40% of the company's net worth, and the total loan and amount of all foreign subsidiaries of all per cent of the shareholding shall not exceed 100% of the net value of the company, Is not subject to the second item of article sixth and the third and fourth items of this article.

Article

eighth

(Loan & amp; duration and interest-bearing method)

The term for financing by the Company shall be determined by the Board of Directors in accordance with the respective financing object and the amount of financing, provided that the maximum period may not exceed one year. The company directly and indirectly holds 100% of the voting shares between foreign companies, engaged in the loan and duration of funds may not exceed one year.

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Interest on the floating interest rate of loans and funds shall not be lower than the average interest rate of short-term loans in the financial industry, and the adjustment of interest by the financial unit may be carried out after the approval of the general manager. Interest receivable on the previous item is settled on a monthly basis.

Article

nineth

(Operating Procedures)

Any lending of the Company's funds shall be evaluated with and subject to the "Guidelines for Fund-Lending and Providing Endorsements and Guarantees by Public Companies" announced by the Taiwan securities regulatory authority and the Procedures, and then submitted, together with the result of the evaluation made as described in the following Paragraphs 1 and 2, to the Board of Directors for its approval and no delegation shall be made to any person in this regard. Any lending of the Company's funds shall be evaluated with and subject to the "Guidelines for Fund-Lending and Providing Endorsements and Guarantees by Public Companies" announced by the Taiwan securities regulatory authority and the Procedures, and then submitted, together with the result of the evaluation made as described in the following Paragraphs 1 and 2, to the Board of Directors for its approval and no delegation shall be made to any person in this regard.

  • (A) Matters pertaining to fund-lending/loan will be handled by the company’s internal loan unit. In events of applying loans, this unit will fill out ‘fund-lending application’ with relevant financial/guarantee documents attached.

  • (B) Where fund-lending is made due to needs arising from business dealings, evaluation standards shall be specified for determining whether the amount of an fund is commensurate the total amount of trading between the two companies. Further detailed review procedures should be conducted such as the necessity of and reasonableness of fund-lending, credit status and risk assessment of the entity for which the fund is made, the impact on the company’s business operations, financial conditions, and shareholder’s equity, whether collateral must be obtained and appraisal of the value thereof. Relevant information pertaining to this matter, loan conditions and the reviews should be first reported to the general manager and then submitted to the Board Meeting for discussion.

  • (C) The loan of funds between the company and the parent company or subsidiary, or between subsidiaries, shall be submitted to the Board of directors in accordance with the provisions of the preceding subparagraph and may authorize the Chairman to make a sub-allocation or recycling of the same loan and object to a certain amount of the resolution of the Board of directors and for a period not exceeding one year. The said amount shall conform to the provisions of the seventh sum of funds and the total amount and individual object limits.

  • (D) The Board shall take fully into account the opinions of the independent directors when it lends funds to others, and include in the records of the board the express opinions and objections of consent or objection.

  • Second, the credit operation: the financial unit should carry on the credit operation to the loan unit, and review the financial and guarantee data attached by the loan unit, and should also assess the impact of the loan and on the operating risk, financial situation and shareholders ' equity of the company.

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Third, the approved amount: The financial unit will be credit data, the financial and guarantee data attached by the loan unit, submitted to the general manager for approval by the Board of Directors. The company shall also assess the value of the collateral if it deems it necessary for the financing object to provide a guarantee of a considerable amount of financing and to guarantee the integrity of its rights. If the debtor provides a person or company with considerable exceeds and credit as a guarantee to replace the person providing the collateral, the board of Directors shall take the case for processing.

  • IV. Application for dynamic support: The loan unit shall, after the approval of the quota, apply to the company for a moving branch.

  • V. Borrowing operations: financial units to audit the "funds and applications" provided by the credit units, collateral and other relevant documents after the correct, sent to the Authority supervisor for approval, the party has to handle the appropriation operation.

  • Vi. Recording: The financial unit will be the relevant data of the amount of the loan unit to be transferred to the accounting unit as the basis for recording.

Article (Subsequent control measures for loans and amounts, overdue claims processing tenth procedures)

  • First, This company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated under this procedure.

  • Second, the loan and release case operators on their own cases, after the allocation of loans, should be about the basis, promissory notes and other claims, as well as collateral documents, insurance policies, transaction documents, in sequence, loaded into the custody bag, and on the bag to indicate the contents of the safekeeping and customer name, the head of the Financial unit inspection, The two sides shall be kept by the company after signing or stamping.

  • This company's internal auditors shall audit the Operational Procedures for fund-lending for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the independent directors in writing of any material violation found.

  • Where its loan balance exceeds the limit as a result of changes of condition, this company shall adopt rectification plans and submit the rectification plans to all the independent directors.

  • The Contractor shall, by 5th of each month, prepare a schedule of funds and other companies for the previous month and make a petition for review.

Article 11th

(Procedures for controlling and managing loans of funds to others by subsidiaries)

If the subsidiary of the Company intends to lend funds to others, it shall also, in accordance with this management method, establish a method for the administration of funds and other persons in accordance with the operating procedures established; However, net worth is calculated on the basis of the net value of the subsidiary.

The subsidiary shall, on 5th of each month (excluding), prepare a schedule of funds and other companies for the previous month and review the company.

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The internal auditor of the subsidiary shall also, at least quarterly, audit the administration of funds and the management of others and the circumstances of their implementation, and make a written record, and shall immediately notify the audit unit of the company in writing if significant irregularities are found, and the audit unit of the Company shall send the written information to the independent directors.

The Company's auditors shall check the Company and its subsidiaries at least quarterly to understand the implementation of the management practices of the company's funds and subsidiaries and affiliated parties, and to keep track of their improvements if they are found to be missing, and to report them to the board of directors.

Article (Announcements/Declarations) 12th

This company shall announce the amount of loan funds of this company and its subsidiaries on the Market Observatory Post System precisely the 10[th] of every month.

When the balance of loan reaches one of the following levels, this company shall announce on the Market Observatory Post System and report such event within two days commencing immediately from the date of occurrence. The “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier:

  • (A) The aggregate balance of loan by this company and its subsidiaries reaches 20 percent or more of the public company's net worth as stated in its latest financial statement.

  • (B) The company and its subsidiaries have more than 10% of the net value of the company's most recent financial statements for the loan and balance of the funds of a single enterprise.

  • (C) The amount of new loans made by this company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the public company's net worth as stated in its latest financial statement.

  • This company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to any subparagraph of the preceding paragraph.

The percentage of loan balance over a company's net worth for a subsidiary under the preceding paragraph shall be calculated by the ratio of the subsidiary's loan balance to the public company's net worth.

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

  • This company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts in compliance with generally accepted accounting principles, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.

Article 13th

(Penalties)

Penalty for violation of these Regulations or of the company's Operational Procedures for Loaning Funds to Others by managers or personnel in charge. The level of sanction is dependent upon the seriousness of mistake or omission committed.

Article

14th

(Amendment)

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These measures shall be implemented by the Board of Auditors and the Board of Directors with the consent of the shareholders ' meeting, and if the directors object and have a record or written statement, the company should discuss their objections to the shareholders ' meeting and amend them in the same way. In accordance with the preceding provisions, these measures shall be referred to the Board for discussion, taking fully into account the views of the directors and including in the minutes of the Board of Directors meetings with both consent and dissening opinions.

Last revision Date: June 14, 2018

Appendix 6

Success Prime Corp.

Measures for the administration of endorsement guarantees

(Before Amendment)

Article I (Purpose)

The Procedures set forth below are the guidelines for the Company to provide endorsement and/or guarantee to outside parties. Any other matters not set forth in the Procedures shall be dealt with in accordance with the applicable laws, rules, and regulations.

  • Article II Scope

This Procedure applies to the risk assessment, announcement/Declaration and supervision of management policies of the endorsement/guarantee.

Article III (Level of Authority)

Operation Department: Responsible for the submission of the documents and evaluation of the risks involved in the endorsement/guarantee.

Financial Department: Responsible for the announcement and the declaration of relevant documents and supervision of management policies.

Accounting Department: Responsible for the handling of related accounts and supervision of these accounts.

Board of Directors/Head of the Board: Responsible for the authorization of the endorsement/Guarantee for the company.

  • Article Iv. Definition

“Subsidiary” as referred to in the Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers of Taiwan.

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“Net worth” as referred to in the Procedures shall be equity attributable to this company, the parent company, in the balance sheet.

Article fifth

(The matter referred to in the endorsement guarantee)

First, the financing endorsement guarantee, refers to the ticket discount financing, for the purpose of his company's financing for the endorsement or guarantee, and for the purpose of financing the company and the other open notes to non-financial undertakings as guarantors.

Ii. a guarantee of a tariff endorsement means an endorsement or guarantee by the company or his company in respect of customs matters.

Third, other endorsement guarantees, refers to can not be classified in the first two endorsement or guarantee matters.

Four, the company provides movable or immovable property for his company to borrow security to create a pledge of quality, mortgage, should also be handled in accordance with the provisions of these measures.

Article sixth

Entities for which the Company may make endorsement or guarantees

The company is guaranteed to endorse the following companies:

First, with companies that have business relations with the company.

Second, a company directly and indirectly hold voting sjares of more than 50% of the company.

Third, a company that directly and indirectly for the company to hold voting rights of more than 50% of the Company.

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

The interbank or co-starter, based on the requirements of the contract, shall be guaranteed an endorsement by mutual insurance in accordance with the terms of the agreement, or by all the contributing shareholders ' endorsement of the invested company according to their shareholding ratio in accordance with the joint investment relationship.

Article seventh

The ceilings on amount of endorsement/guarantee

The aggregate amount of endorsements/guarantees provided by the Company shall not exceed 50% or more of the net worth of the Company and the amount of

endorsements/guarantees provided by the Company for any single entity shall not exceed 20% of or more of the net worth of the Company. The aggregate amount of endorsements or guarantees provided by the Company and its subsidiaries for any single entity shall not exceed 20% or more of the net worth of the Company. If the aggregate amount of endorsements/guarantees that is set as the ceiling for the company and its subsidiaries as a whole reaches 50% or more of the net worth of the Company, an explanation of the necessity and reaonslbenss thereof shall be given at the shareholder’s meeting.

Article eighth

(Endorsement guarantees decision-making and authorization levels)

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Before endorsing or providing assurance to others, the company shall carefully assess whether it meets the requirements of the Securities Authority The guidelines for the handling of funds and endorsement guarantees for the public offering of companies "and the provisions of these administrative measures, and the results of the audit of the second item of article nineth shall be submitted to the Board of directors after the resolution, or the Board of Directors, in accordance with the third of the nineth, shall authorize the Chairman to decide within a certain amount

Article nineth

(Procedures for handling and scrutinizing endorsement/guarantee)

  • First, the endorsement to ensure that the company requires endorsement guarantee, should be filled with "endorsement guarantee Application" description of the use and the total amount of this endorsement guarantee, such as the attachment of promissory note to the company to request endorsement guarantee.

  • Second, the above "Application for endorsement guarantee" and promissory notes should be sent by the competent departments to send and evaluate the risk of endorsement guarantee, and then by the auditing of the financial manager the main points of the audit are as follows:

  • (A) To analyze and evaluate the necessity and rationality of endorsement.

  • (B) To analyze and evaluate the credit and risks of endorsed parties.

  • (C) To analyze and evaluate the impact on the Compan’ys operation risks, financial

  • condition and shareholders’ equity.

  • (Iv) To evaluate the necessity to acquire collateral and appraisal of collateral

  • (E) Whether the amount of the endorsement guarantee is within the limit.

  • (F) If there are any other possibilities which are sufficient to endanger the interests of

  • the company.

  • (Vii) In the event of an endorsement guarantee arising from a business transaction, the amount of the endorsement guarantee shall be assessed against the equivalent of the transaction amount in accordance with clear criteria.

  • Iii. Hierarchy of endorsement/guarantee decision-making authority and delegation thereof

  • (A) When the Company makes any endorsement/guarantee, the finance manager shall submit the evaluation results along with “application for endorsement/guarantee” and promissory note to the Chairman of the board for approval and then the authorization of the remaining board members. Only in the total amount of endorsement/guarantee of NT $50 million, or the amount of endorsement guarantee for a single entity is within NT $50 million, apre-determined limit may be delegated to the Chairman to facilitate execution and efficiency. Such endorsement/guarantee shall be reported to the most recent board meeting for ratification and such matters shall be reported to the shareholder’s meeting for further ratification.

  • (B) When a board resolution is a guarantee of endorsement by another person, it shall take fully into account the opinions of the independent directors and include in the minutes of board meeting. .

  • The company in accordance with the actual needs of the request to be endorsed to ensure that the company provides movable or immovable property to create a mortgage.

  • Promissory notes guaranteed by endorsement by the Board of Directors shall complete the following procedures:

  • (A) stamped with the seal of the company.

  • (B) A photocopy of the front and back of the promissory note that will be retained for

  • reference.

  • (C) Registration of the "Endorsement guarantee log book" to keep a record of the

  • amount of endorsement guarantee.

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  • Vi. The Board of Directors does not agree that the promissory note of the endorsement guarantee will be returned by the financial unit with the reasons for not endorsing the guarantee, together with the promissory note sent back to the endorsed guarantee company.

  • VII. endorsement to ensure the use of seals and custody procedures

The company's external endorsement to ensure the seal, in order to the Ministry of Economy registration of the company Seal, the company's seal custodian shall, with the consent of the Board of directors, when the change is also the same, in accordance with the company's prescribed procedures should be seal printing or issuing notes, if the company to foreign companies for the guarantee of behavior, The letter of guarantee issued by the Company shall be signed by the person authorized by the Board.

  • Viii. The financial unit shall establish an endorsement to ensure the reference book. The endorsement book established by the financial unit shall be detailed for reference in respect of the object of endorsement guarantee, the amount, the date of the Board's adoption or the Chairman's decision, the date of endorsement, the matters that should be carefully assessed in accordance with this management method, the content of the collateral and its evaluation value, and the conditions and dates for the termination of the endorsement guarantee

Article

(Cancellation of Promissory note) tenth

If the promissory note is to be discharged due to the liquidation or renewal of the debt, the endorsement guarantor Company shall prepare the original promissory note and send it back to the financial unit of the company and return it after the "cancellation" seal, and leave the records for reference.

The financial unit shall at any time record the cancellation of the promissory note indeed in the log book".

If the promissory note rollovers, financial institutions will require the first endorsement of the new promissory note, and then return the old one, then the financial unit should keep a record of the collection, as soon as possible to retrieve the old promissory note.

Article 11th

(Precautions to be taken to obtain endorsement guarantee)

First, the company's internal auditors should at least quarterly audit endorsement to ensure the management of the measures and the implementation of the situation, and make a written record, if a major breach is found, should be notified in writing to the independent Directors/audit committee.

Two If the company changes due to circumstances, in which the subject party of the endorsement/guarantee no longer fits this regulation due to exceeding limits, the Audit unit shall urge the Financial unit to agree that the amount or excess portion of the guarantee endorsed by the object shall be terminated or scheduled to be expired, and send the improvement proposal to the independent directors/The audit committee and report to the board.

Third, the company to obtain endorsement to ensure that due to business needs, and in excess of the amount stipulated in these measures and in accordance with the conditions set out in these measures, should be agreed by the Board of directors and by more than half of the directors of the company's excess may incur losses named, and amend these measures, reported to the shareholders will be confirmed; Plans should be set for a certain period of domestic sales in addition to the exceeding limit part. In the discussion of the Board of directors, full consideration shall be given to the opinions of the independent directors and to the records of the Board of Directors for the express opinions and objections to their consent or objections.

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  • The company shall, in accordance with the provisions of the generally accepted financial accounting standards, evaluate or recognize the loss of endorsement guarantee or disclose the relevant information in the financial report, and provide relevant data to CPA to carry out the further verification procedures.

Article 12th

(Announcement of Declaration)

The company shall, by 10th of each month, enter the monthly endorsement guarantee balance of the company and its subsidiaries into the Market Observation Post System.

The company's endorsement guarantee balance of one of the following criteria shall be entered into the Market Observation Post System within 2 days from the date of occurrence. Date of occurrence refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

First, the company and subsidiary endorsement guarantee balance up to the company's most recent financial statements net value of more than 50%.

  • Second, the company and its subsidiaries to the single entity endorsement guarantee balance up to the company's most recent financial statements’ net value of more than 20%.

  • Third, the company and its subsidiaries to the single entity endorsement guarantee balance of more than NT $10 million and its endorsement guarantee, long-term nature of the investment and fund loan and balance of the total number of the company's most recent financial statements more than 30%.

  • Four, the company or subsidiaries of the new endorsement guarantee amount of NT $30 million and more than 5% of the company's most recent financial statements.

This company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to any subparagraph of the preceding paragraph. The percentage of loan balance over a company's net worth for a subsidiary under the preceding paragraph shall be calculated by the ratio of the subsidiary's loan balance to the public company's net worth.

Article 13th

(Procedures for managing endorsement guarantees by subsidiaries)

  • First, if the subsidiary of the Company intends to endorse the guarantor for others, it shall also establish an endorsement guarantee operating procedure in accordance with these administrative measures and handle it in accordance with the operating procedures established; However, net worth is based on the net value of the subsidiary.

  • Second, the subsidiary should conduct a detailed review on its endorsement to other affiliated parties prior month on the 5th of each month (excluding).

  • Third, the internal auditor of the subsidiary shall at least quarterly audit endorsement to ensure the management of the measures and the implementation of the situation, and make a written record, if found a major breach, should immediately notify the Company's audit unit in writing, the company's audit unit should send the written data to the independent directors/audit committee.

  • Iv. the Company's auditors shall check the Company and its subsidiaries at least quarterly to understand the execution of the company's endorsement guarantee or the subsidiary's endorsement guarantee for others, and to keep track of its improvement if any missing matters are found, and to report to the Board of directors.

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  • V. The company or the company's subsidiaries shall, in addition to a detailed review of the necessity, reasonableness and risk assessment of the endorsement guarantee in accordance with Article 9, provide for the financial, business and credit status of the subsidiary in respect of a subsidiary's endorsement guarantee whose net value is less than one half of the amount of paid-in capita. And this endorsement guarantees should assess whether the money generated by the loan is overdue in the event of debt.

Another company auditor in accordance with the annual audit plan for the company to check, should be aware of the subsidiary endorsement guarantee or endorsement to ensure the implementation of the operation, if found abnormal circumstances, it should be reported. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the calculation of the paid-in capital, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

Article 14th

(Penalties)

Penalty for violation of these Regulations by managers or personnel in charge. The level of sanction is dependent upon the seriousness of mistake or omission committed.

Article 15th

(Amendment)

After the adoption of these measures by the Board of Auditors and the Board of directors, and with the consent of the shareholders ' meeting, if a director objects and has a record or written statement, the Company shall discuss and amend its objections to the shareholders ' meeting. The other method shall, when reporting to the Board for discussion, take full account of the views of the directors and include in the records of the board the express opinions and objections to their consent or objections.

Last revision Date:Republic of China June 16, 106

Appendix 7

Success Prime Corporation Shareholdings of All Directors

Title Name Representative Current Shareholding Current Shareholding
Number of
Shares		 Proportion
(%)
Chairman Far Eastern
International Bank
entrusted with the
custody of Endow
Capital Management
Inc. Investment
Account		 Min-Chun
Chen		 1,716,592 9.83
Director Shu-Ling
Tseng

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Director Yu Ying Investment
Co., Ltd.		 Shi-Feng Chen 1,010,547 5.79
Director Zu-Li Weng
Director Hao-Yu Lin
Independent
Director		 Rui-Xing Chen 0 0.00
Independent
Director		 Hong-Ji Chen 0 0.00
Independent
Director		 Yi-Chuan Li 0 0.00

Note:

Total shares issued as of March 4, 2019: 17,459,400 shares.

Under the relevant regulations of the ROC, SPC’s Directors are required to hold in the aggregate not less than 2,095,128 shares.

As of March 4, 2019, SPC’s Directors (not including Independent Directors) together held 2,727,139 shares. As SPC has established the audit committee, the minimum shareholding requirements for supervisors do not apply.

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