T3EX — AGM Information 2016

Dec 2, 2016

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Stock Code: 2636

T3EX Global Holdings Corp. 2016 Annual Meeting of Shareholders

(Translation)

Meeting Agenda Handbook

MEETING TIME: 05 31, 2016

PLACE: Cathay Financial Conference Hall, G Room

Table of Contents

Table of Contents	Table of Contents	Table of Contents
I. Meeting Procedure…………...................................................................................		P2
II. Meeting Agenda		P3
	1. Discussion Items………………………………………….....................................	P4
	2. Report Items…………………………….…….......................................................	P4
	3. Proposed Resolutions…………….…………..………….......................................	P6
	4. Discussion and Election Items……………...…………….....................................	P7
	5. Special Motion………………………...……………………………………….....	P9
	6. Meeting Adjourned…………………………………….…………………………	P9
III. Attachments…………………………………….………………………………..		P10
	1. Articles of Incorporation Amendment Comparison Table……………………….	P10
	2. 2015 Business Reports……………………………………...……………………	P12
	3. Audit Report by Supervisors………………………………...……………………	P14
	4. Buyback of Treasury Stock……………………………………………………….	P15
	5. Financial Statement……………………………………………………………….	P16
	6. Nomination List…………………………………………………………………..	P28
IV. Appendices……………………………………………………………………….		P30
	1. Articles of Incorporation………………………………………………………...	P30
	2. Shareholdings of Directors and Supervisors……………………………………..	P37
	3. Directors’ Compensation and Employees’ Profit Sharing………………………..	P38
	4. The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate………………………………………………………….	P38

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T3EX Global Holdings Corp.

Time: 9:30 a.m., May 31, 2016

Place: Cathay Financial Conference Hall, G Room

( No.9, Songren Rd., Xinyi Dist., Taipei City 110, Taiwan)

I. Procedure for the 2016 Annual Meeting of Shareholders:

1. Call the Meeting to Order

2. Chairman’s Address

3. Discussion Items

4. Report Items

5. Proposed Resolutions

6. Discussion and Election Items

7. Special Motion

8. Meeting Adjourned

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II. Agenda of Annual Meeting of Shareholders:

1. Discussion Items

• （ 1 ） Amendment to the Company's Articles of Incorporation

2. Report Items

• （ 1 ） 2015 Business Report

• （ 2 ） Supervisor’s review report on the 2015 financial statements

• （ 3 ） 2015 distribution report of compensation of directors and supervisors and employee bonus.

• （ 4 ） Issue of 3nd Domestic Unsecured Convertible Bonds

• （ 5 ） Implementation of share buyback program

• （ 6 ） The“ Company’s 4[th] and 5[th] Share Buyback Procedures ”

• （ 7 ） Amendment to the“ Rules and Procedures of Board of Directors ”

• （ 8 ） The status of 2015 endorsement and guarantee

• （ 9 ） The status of investing T-Cube Logistics

• （ 10 ） The results of corporate governance evaluation

• （ 11 ） Other report items

3. Proposed Resolutions

• （ 1 ） Adoption of the 2015 business report and financial statements

• （ 2 ） Adoption of the proposal for distribution of 2015 profits

4. Discussion and Election Items

• （ 1 ） Proposal for a new share issue through capitalization of earnings

• （ 2 ） Amendment to the“ Operational Procedures for Endorsements and Guarantees ”

• （ 3 ） Directors and supervisors election

• （ 4 ） Proposal of release the prohibition on directors from participation in competitive business

5. Special Motion

6. Meeting Adjourned

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1. Discussion Items

• （ 1 ） Proposal: (Proposed by the Board)

Amendment to the “Company’s Articles of Incorporation”. Please proceed to discuss.

Explanation:

The Company hereby proposes to amend the “Company’s Articles of Incorporation” in order to confirm to the need of related commercial laws. Please refer to page 10-11 (Attachment 1) for details.

Resolution:

2. Report Items

 Report No.1

2015 Business Reports

Explanation:

Please refer to page 12-13 (Attachment 2) for details.

 Report No.2

Supervisor’s review report on the 2015 financial statements Explanation:

Please refer to page 14 (Attachment 3) for details.

 Report No.3

2015 distribution report of compensation of directors and supervisors and employee bonus.

Explanation:

” i.In accordance with the “Company’s Articles of Incorporation .

ii.The Company’s 2015 profit before distribution was

NT$304,268,488, which distributed 0.5% (NT$1,521,343) employee bonus and distributed 2.5895% (NT$ 7,879,231) compensation of directors and supervisors with cash.

 Report No.4

Issue of 3nd Domestic Unsecured Convertible Bonds

Explanation:

i.In order to pay back bank debts and increase operating capital, the board had proceeded the issue of 3nd Domestic Unsecured Convertible Bonds for NTS300, 000,000.

• ii.The Company has finished this project on June 08, 2015. The capital has be 100% usage in paying back bank debts to decrease the interest expenses.

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 Report No.5

Implementation of share buyback program Explanation:

Please refer to page 15 (Attachment 4) for details.

 Report No.6

The “Company’s 4[th] and 5[th] Share Buyback Procedures” Explanation:

The “Company’s 4[th] and 5[th] Share Buyback Procedures” has approved by the board meeting. According to the Article 11, the procedures should be reported to shareholders meeting.

• Report No.7

Amendment to the “Rules and Procedures of Board of Directors”

Explanation:

To build a good institute of board of directors and execute effective corporate governance, the Company amended the “Rules and Procedures of Board of Directors”.

• Report No.8

The status of 2015 endorsement and guarantee

Explanation:

i.In accordance with the “Company’s the Operational Procedures for Endorsements and Guarantees”.

ii.The Company has endorsed the bank contract for the future operating capital of Shanghai YaoHwa International Forwarder Co., Ltd. The end of year balance was NT$60,688 thousands and the actual usage amount was NT$0.

iii.Shanghai YaoHwa International Forwarder Co., Ltd. endorsed the business contract for the business need of T.H.I. Group (Shanghai) Ltd. The end of year balance is NT$3,540 thousands and the actual usage amount was NT$0.

 Report No.9

The status of investing T-Cube Logistics

Explanation:

i.According to Jinguanjhengfazidi No.1040014509, the

Company need to proposal the actual effect of the project of the Equity Purchase Framework Agreement on November 7, 2014 which has mentioned in Prospectus when issuing 3nd Domestic Unsecured Convertible Bonds and Capital Increase by Cash to

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board of directors quarterly and report to shareholders meeting.

ii.T-Cube Global Logistics Co., Ltd. has be included in

• consolidated financial statements on January 1, 2016. The Company will follow up the above rule since 2016.

 Report No.10

The results of corporate governance evaluation

Explanation:

The Corporate Governance Evaluation System was implemented by TWSE and TPEx. The Company gained the top 20 percent of companies in the corporate governance evaluation results in Year 2015 and Year 2014.

• Report No.11

Other report items

Explanation:

The status of proposal from shareholders: The Company didn’t receive any proposal during the period of proposal from March 28, 2016 to April 4, 2016.

3. Proposed Resolutions

• (1) Proposal: (Proposed by the Board) Adoption of the 2015 business report and financial statements Explanation:

• i.The Company’s 2015 financial statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Peggy Chen and HENG-SHENG LIN of KPMG Firm. Also the business report and financial statements have been approved by the board of directors on March 14, 2016 and examined by the supervisors.

• ii.The 2015 business report, independent auditors’ audit report, and the above-mentioned financial statements were attached in the Meeting Agenda, please refer to page 16-27 (Attachment 5). Resolution:

• (2) Proposal: (Proposed by the Board) Adoption of the proposal for distribution of 2015 profits Explanation:

• i.The board has adopted a proposal for distribution of 2015 profits. Please refer to the below of 2015 PROFIT

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DISTRIBUTION TABLE.

T3EX Global Holdings Corp. PROFIT DISTRIBUTION TABLE Year 2015

（ Unit: NTD ＄）

BeginningRetained Earnings		2,832,701
Less: Effect of adoption of IFRSs	(18,180,000)
Less: Remeasurement of defined benefit obligation in 2015	(6,305,422)	(24,485,422)
Adjusted BeginningRetained Earnings		(21,652,721)
Add: Netprofit after tax	293,819,798
Distributable Net Profit		272,167,077
Less: 10% legal reserve	(27,216,708)
Distributable items:
Shareholders Bonus- Stock Dividends(NT$0.2per share)	(22,926,820)
Shareholders Bonus- Cash Dividends(NT$1.8 per share)	(206,341,310)
		(256,484,838)
Unappropriated retained earnings		15,682,239

• ii.Upon the approval of the Annual Meeting of Shareholders, it is proposed that the board of directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.

• iii.In the event that, before the distribution record date, the

• proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Chairman be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

Resolution:

4. Discussion and Election Items

• (1) Proposal: (Proposed by the Board) Proposal for a new share issue through capitalization of earnings

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Explanation:

• i.For the further development of company business, the management plans to withdraw NTD$22,926,820 from distributable earnings to issue dividends stocks of NTD$2,292,682 shares. The shareholder rights and obligations of the new shares are the same as those of existing shares.

• ii.After the approval of the Annual Meeting of Shareholders and the competent authority, the new shares will be distributed on a record date determined by the board of directors.

• iii.In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Chairman be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

• iv.Please proceed to discuss.

Resolution:

• (2) Proposal: (Proposed by the Board)

Amendment to the “Operational Procedures for Endorsements and ” Guarantees .

Explanation:

• i.In order to consist with the Article 5 of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, the Company hereby proposes to amend the Article 4 and Article 15 of the “Operational Procedures for ”

• Endorsements and Guarantees .

ii.Please proceed to discuss.

Resolution:

• (3) Proposal: (Proposed by the Board)

Directors and supervisors election

Explanation:

i.The three-year term of directors and supervisors of the Board will end on June16, 2016. Accordingly, the company proposes to duly elect

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new Board members at this year's Annual Meeting of Shareholders.

• ii.The shareholders’ meeting shall elect 9 directors (including 2 independent directors) and 3 supervisors. Their three-year term will start from May 31, 2016 and conclude on May 30, 2019.

• iii.According to the “Company’s Article of Incorporation”, a total of 9 directors, 2 independent directors, and 3 supervisors shall be elected from the nomination list prepared by the Company. The qualification of the nominees has been reviewed by the Board meeting on April12, 2016. Please refer to page 28-29(Attachment 6).

Voting Results:

• (4) Proposal: (Proposed by the Board) Proposal of release the prohibition on directors from participation in competitive business

Explanation:

• i.According to the Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

• ii.Proposal for release the prohibition on the Company’s new directors from participation in competitive business.

• iii.The below sheet is the detail of the Company’s new directors who engaged in similar business. Please proceed to discuss.

Director	Participation in Competitive Business
Tony Lin	The Director of LOGI International Co.,Ltd.
Jack Lai	The Director of PT. Dexter Eurekatama.
Benison Hsu	The Director of Central Taiwan Science Park Logistics Co.,Ltd.

Resolution:

5. Special Motion

6. Meeting Adjourned

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Attachment 1: Articles of Incorporation Amendment Comparison Table

Article		**Original **		**Proposed Revision **	**Description **
Article 20		~~The annual net income of the~~ ~~Company shall be~~ ~~appropriated in accordance~~ ~~with the priorities listed as~~ ~~follows:~~ ~~1. Recovering of Losses.~~ ~~2. Appropriation of 10% for~~ ~~legal capital reserve.~~ ~~3. Appropriate or return to~~ ~~Special capital reserve~~ ~~pursuant to Securities and~~ ~~Exchange Act.~~ ~~4. Appropriate 3% from the~~ ~~annual distributable earnings~~ ~~for compensation of directors~~ ~~and supervisors.~~ ~~5. Appropriate 1% from the~~ ~~annual distributable earnings~~ ~~for employee bonus. The total~~ ~~amount set aside shall be~~ ~~fixed. If the employees'~~ ~~bonuses are new stock~~ ~~allotments, employee stocks~~ ~~shall be calculated based on~~ ~~the closing price on the day~~ ~~before the shareholders'~~ ~~meeting.~~ ~~6. The board of directors shall~~ ~~draft the proposal for~~ ~~shareholder dividend~~ ~~allocation based on the~~ ~~accumulated undistributed~~ ~~earnings of the previous years,~~ ~~and submit the draft to the~~ ~~shareholder's meeting for~~ ~~approval.~~ ~~The Company may distribute~~ ~~bonuses to employees of an~~ ~~affiliated Company meeting~~ ~~the conditions set by the board~~ ~~of directors, or other related~~ ~~guidelines the board of~~ ~~directors is authorized to~~ ~~develop. ~~		More than 0.5% of profit of the current year distributable as employees' compensation and less than 0.3% of the current year distributable as directors and supervisors’ compensation shall be definitely specified in the Articles of Incorporation. However, the company's accumulated losses shall have been covered. The profit in the preceding Paragraph shall be defined as the profit before tax which already deducted employees’compensation and directors and supervisors’compensation. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements set by the board of directors.	In accordance with the amendment of the Article 235 and 235-1 of Company Act.

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Article 20-1		New Article. The original Article20-1 was transferred to Article20-2.		The Company, when allocating its surplus profits after having paid all taxes, recovering losses shall first set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. Appropriate or return to Special capital reserve pursuant to applicable law or operation need. As to the un-appropriated earnings and earnings available for appropriation of this year, the board of directors is authorized to draft an appropriation plan in accordance with the dividend policy and submit the draft to the shareholder's meeting for approval.	In accordance with the amendment of the Article 235 and 235-1 of Company Act.
Article 20-2		The original number was Article20-1.		The Company amended the Article number to Article20-2.	Article number amendment
Article 20-3		The original number was Article20-2.		The Company amended the Article number to Article20-3.	Article number amendment
Article 22		…………. The 28th amendment was made on June 3,2015.		…………. The 29th amendment was made on May31,2016.	Updating of the date of amendment.

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Attachment 2: 2015 Business Report

Now, I hereby thanks to every shareholders on behalf of T3EX group for your cares and support. The Company still keeps the strong business foundation and sensitive market insight through the quick and clear management policies to expand the business scale and increase global operating locations including Taiwan, Hong Kong, China, Japan, Korea, Vietnam, Thailand, Cambodia, Singapore, and Indonesia. By effective group resource integration, the Company not only can provide an international logistics services but also can provide comprehensive logistics such as customs declaration, warehousing, delivering, and supply-chain management. Via deep local culture cultivation and more potential markets development, the Company anticipates that the brand will step to a level of global market leader.

2015 Review

In 2015, the unexpected low global growth, the decrease of international trade activities and the decline of oil price, caused the low freight in sea and air logistics. Under the circumstance, the Company integrated its group resources through the following subsidiaries- through T.H.I. Logistics(THI) to offer long-distance sea and air freight services to international clients, through Taiwan Express(TEC) to provide logistics management services for upstream component supply chain in Asia, through Shanghai Yaohwa (YHI)to provide import customs services, through T-Cube Logistics(T-Cube) to offer warehousing and distribution services, through Shanghai Exer Logistics(EXer) to provide delivery services, and through THI online(e-thi) to provide online customer service and cargo tracking. In order to realize the goal to provide clients the one-stop-shop logistics services so as to achieve synergistic effects.

Expressed in thousands of New Taiwan Dollars	2015	2014	YoY
Revenue	9,736,912	9,729,513	0.08%
Gross Profit	1,877,272	1,659,065	13.15%
Gross Margin	19.28%	17.05%	2.23%
Operatingincome	312,196	225,141	38.67%
Profit before tax	397,257	273,906	45.03%
Profit after tax	303,900	206,665	47.05%
EPS(Dollars)	2.70	2.14	26.17%

2015 gross margin significantly grew to 19.28% from 17.5% from 2014, with a record-high net profit and an EPS of NT$2.7. The key reasons to the profit growth are as follows:

1. Developing high-margin long-distance sea freight services: The sea shipping prices started decreasing month by month on marked growth in ship freight supply since 2Q15. Compared with the same period of 2014, the Company’s long-distance sea freight business posted a mild growth. Meanwhile, China’s 2015 total import/export trade volume was down 7% on the back of global economy’s slow growth and sluggish demand growth, according to statistics from the Customs Administration. Hence, the Company’s sea freights slightly decreased amid the unfavorable global economic conditions. Despite decreasing shipping prices and flat freight growth, the Company still saw increases in gross profit and gross margin, mainly thanks to the

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Company’s continuous efforts to develop the high-margin long-distance sea freight business for imports/exports to and from the U.S. and Canada as well as strong bargaining power to reduce costs for better earnings performance compared to the previous year.

1. Developing the CFS and LCL businesses with the collection hub model: The CFS and LCL businesses are expected to blossom following the trend of smaller, lighter, thinner, and diversified products. Therefore, the Company uses major airports and seaports as hubs for traditional cargo collection as well as emerging CFS and LCL businesses to create new cost-effective business opportunities. The hub service may help clients deal with problems caused by unexpected production delays, transportation changes, and coordination difficulties of supply chain. With a tight-knit network in the Asia-Pacific region, we provide SMEs services to send products to anywhere in the world.

2. Developing integrated logistics services: We provide integrated one-stop-shop services for international shipping, domestic trade warehousing, freight transportation, supply chain management, to e-commerce logistics. We aim to turn “logistics” from a factor for cost management to a creator for value-added services to help enterprises integrate all available internal and external resources to reduce costs, enhance efficiency, and increase market share.

2016 Outlook

Looking forward this year, the speed of global economic growth is as same as last year, the demand of international cargo market is still sluggish, and the oil price is still in the valley. The Company predicts the possibility of rebound of sea and air freight is quietly small. To face this difficult situation, the main strategy of T3EX group as follows:

1. For the area development plan, the Company aims to continue maintaining strong relations with its 400 plus oversea agencies and building new relation in Middle East and Africa Market. In Asia-Pacific region, the Company will keep on establishing comprehensive locations. And already set up location in Malaysia in 2Q 2016. In 2H, the Company will build joint venture in the Philippines and India.

2. For the product development plan, the Company aims to focus on horizontal and vertical integration in China. For horizontal integration, the Company will keep looking for targets of supply chain management to extend the deep of comprehensive logistics products, and make import, customs declaration, warehousing and transportation perfect in China. For vertical integration, the Company will target on air freight forwarding companies in China to expand air business scale, and develop more international customers which can bring more one stop solution of import business.

3. In addition, the policy, “One Belt and One Road”, is still undertaking by China government. Now is the best timing for T3EX to develop the cross-border rail freight business amid policy implementation period. Rail is a competitive new tool, saving 70% cost than airplanes and 50% time than ships. Now, the Company is setting up rail project team in China’s Zhengzhou, Suzhou, Chendu, Chongqing, Hefei, Harbin, and Shenyang to actively promote the new business channel. In the meantime, T3EX has also earned long-term business contracts with several major import/export enterprises.

Looking forward the future, we will continue tracking the goal to become the Great China biggest and best total solution logistics company by strong integration ability. Through the holding structure with multiply-market and diversified products, we can provide customers total solution services such as sea, air, land, customs declaration, warehousing, and transportation. We will continue to strengthen our expertise and create greater values for our shareholders.

Chairman & CEO: David Yen

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Attachment 3: Audit Report by Supervisors

T3EX Global Holdings Corp. Audit Report by Supervisors

Date: March 14, 2016

The Board reports the financial statement, business report, and earnings distribution proposal of 2015, and financial statement have been audited by KPMG Taiwan. The financial statements, business report and earnings distribution proposal have been audited by us as Supervisors of the Company. We deem no inappropriateness on these documents. Pursuant to Article 219 of the Company Act, we hereby present the audited report. Please review.

Submitted to:

2016 Regular Shareholders’ Meeting of the Company

Supervisor: Tien-Yuan Tsai Supervisor: Ji-Zhi Hsieh Supervisor: Shen-Li Liao

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Attachment 4: Buyback of Treasury Stock

Buyback of Treasury Stock

Treasury stocks: Batch Order	3rdBatch	4thBatch	5thBatch
Purpose of buy-back	Transfer to employee	Transfer to employee	Transfer to employee
Timeframe of buy-back	2012/11/05~2012/12/27	2015/09/09~2015/09/11	2015/12/22~2016/02/16
Price range	15.00~25.00per share	18.00~39.00per share	21.00~33.00per share
Class, quantity of shares bought back	508,000 shares	220,000 shares	1,188,000 shares
Value of shares bought-back (in NT$ thousands)	9,122,202	5,697,700	32,846,365
Shares sold/transferred	508,000 shares	0	0
Accumulated number of company shares held	0	220,000 shares	1,408,000 shares
Percentage of total company sharesheld (%)	0%	0.18%	1.21%

.

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Attachment 5: Financial Statement

Independent Auditors’ Audit Report

The Board of Directors T3EX Global Holdings Corp.

We have audited the accompanying consolidated balance sheets of T3EX Global Holdings Corp. (the “Company”) and its subsidiaries (the “Group”) as of December 31, 2015 and 2014 (restated), and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to issue an audit report on these consolidated financial statements based on our audits. We did not audit the financial statements of equity-accounted investees of the Group as of December 31, 2014, constituting 0.06% of the consolidated total assets, nor the share of profit of equity-accounted investees for the year then ended, constituting 0.36% of the consolidated net income before tax. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included above, is based solely on the report of the other auditors.

We conducted our audits in accordance with the generally accepted auditing standards and the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” in the Republic of China. Those standards and regulations require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the accompanying consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of the Group as of December 31, 2015 and 2014 (restated), and the results of its operations and its cash flows for the years then ended, in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission, R.O.C..

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As disclosed in Note 3 of the consolidated financial statements, The Company and its subsidiaries have applied the 2013 version of IFRS, IAS, IFRIC and SIC (excluded IFRS 9) endorsed by the Financial Supervisory Commission, R.O.C. and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers since January 1, 2015, and restated the financial statements as of December 31, 2014 and for the year ended retrospectively.

We have also audited the individual financial statements of the Company as of and for the years ended December 31, 2015 and 2014, and have issued a modified unqualified audit report thereon.

Taipei, Taiwan (the Republic of China)

March 14, 2016

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(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2014, December 31, 2015 (expressed in thousands of New Taiwan dollars)

Assets Current assets Cash and cash equivalents (notes 6(1), (23) & (25)) Financial assets at fair value through profit or loss－current (notes 6(2) & (23)) Available-for-sale financial assets－current (notes 6(3) & (23)) Notes receivable (notes 6(5) & (23)) Accounts receivable (notes 6(5) & (23)) Accounts receivable－related parties (notes 6(5) & (23) and 7) Other current assets (notes 6(5),(10) & (23) and 8) Current assets Non-current assets Financial assets at fair value through profit or loss－non-current (notes 6(2),(13) & (22)) Financial assets measured at cost－non-current (note 6(4) &(23)) Equity-accounted investees (note 6(6)) Property, plant and equipment (notes 6(7) & (8) and 8) Goodwill (notes 6(7) & (9)) Intangible assets (notes 6(7) & (9)) Deferred tax assets (note 6(16)) Refundable deposits (note 6(23)) Other assets (notes 6(5),(10) & (23) and 8) Non-current assets Total assets		**December 31, **	2015 % 35 - 1 1 30 - 4 71 - 1 1 7 13 2 1 3 1 29 100		December 31, 2014 (Restated) Amount % 1,071,484 27 8,609 - 67,070 2 44,085 1 1,610,056 42 17,930 - 192,078 4 3,011,312 76 15 - 38,800 1 59,641 2 276,664 7 277,895 7 48,665 1 40,191 1 114,084 3 73,007 2 928,962 24 3940274 100 Liabilities and Equity Current liabilities Short-term borrowings (notes 6(11) & (23)) Short-term notes and bills payable (notes 6(11) & (23)) Notes payable (note 6(23)) Accounts payable (note 6(23)) Accounts payable－related parties (notes 6(23) and 7) Other payable (note 6(23)) Current tax liabilities Current provision for employee benefits Current portion of long-term borrowings (notes 6(12) & (23)) Other current liabilities (notes 6(7) & (23)) Current liabilities Non-current liabilities Convertible bond payable (notes 6(13) & (23)) Long-term borrowings (notes 6(12) & (23)) Net defined benefit liability (note 6(15)) Other liabilities (notes 6(7) & (23)) Non-current liabilities Total liabilities Equity (notes 6(13), (16), (17) & (18)): Share capital Capital surplus Retained earnings Other equity Treasury stock Equity attributable to owners of the parent company Non-controlling interests Total equity (note 6(25)) Total equity and liabilities		December 31, 2	015 % 2 - - 15 - 10 1 - - 5 33 8 - 2 2 12 45 24 18 8 2 - 52 3 55 100		December 31, 2014 (Restated)	December 31, 2014 (Restated)
		Amount 1,667,479 7,086 25,326 33,682 1,435,594 1,421 215,181 3,385,769 141 38,800 61,131 337,171 607,244 113,225 42,008 132,910 40,253 1,372,890 4758659			Amount 1,071,484 8,609 67,070 44,085 1,610,056 17,930 192,078 3,011,312 15 38,800 59,641 276,664 277,895 48,665 40,191 114,084 73,007 928,962 3940274		Amount 116,000 20,000 15,185 701,139 170 450,175 55,734 2,936 1,141 201,615 1,564,095 393,988 - 84,911 79,620 558,519 2,122,614 1,160,421 867,214 390,641 98,778 (10,636) 2,506,418 129,627 2,636,045 4,758,659			Amount 245,000 5,000 13,979 859,882 193 345,231 46,849 2,936 90,000 18,387 1,627,457 194,819 8,750 79,777 - 283,346 1,910,803 983,981 629,395 284,581 115,412 (21,233) 1,992,136 37,335 2,029,471 3,940,274	%
	$ $					$ $					6 - 22 - 9 1 - 2 1 41 5 - 2 - 7 48 25 16 8 3 (1) 51 1 52 100

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(English Translation of Financial Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars, except for earnings per common share)

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(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (expressed in thousands of New Taiwan dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit and loss Depreciation Amortization Impairment loss on accounts and other receivables Change in fair value of financial assets and liabilities Interest expense Interest income Equity-settled share-based payment transactions Share of profit of equity-accounted investees Loss (gain) on disposal of property, plant and equipment Gain on disposal of investment Loss on disposal of equity-accounted investee Other Total adjustments to reconcile profit and loss Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets held for trading Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable－related parties Increase in other current assets Decrease (increase) in other operating assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable to related parties Increase in other payable Increase in other current liabilities Decrease in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash generated from operating Interest received Interest paid Income tax paid Net cash generated from operating activities Cash flows from investing activities: Acquisition of available-for-sale financial assets Proceeds from sales of available-for-sale financial assets Acquisition of equity-accounted investee Net cash flow used in acquisition of subsidiary Acquisition of property, plant and equipment Proceeds from sales of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Decrease (increase) in other current and non-current assets Dividends received Net cash used in investing activities Cash flows from financing activities: Decrease in short-term borrowings Increase in short-term notes and bills payable Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in other liabilities Payment of cash dividends Proceeds from issuance of shares Exercise of employee share options Payments to acquire treasury shares Proceeds from employee purchase of treasury shares Net cash generated from financing activities Effect of exchange rate fluctuations Net increase in cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31		2015 397,257 36,615 13,129 5,223 (65) 9,754 (5,139) 20,025 (2,330) (7,518) (23,169) 1,988 (260) 48,253 1,560 10,403 353,356 13,381 (5,204) 3,661 377,157 1,206 (246,241) (23) 12,615 9,034 (1,171) (224,580) 152,577 200,830 598,087 5,139 (3,878) (87,374) 511,974 - 50,925 (9,666) (78,236) (51,872) 9,180 (17,396) (9,164) (6,595) 1,442 (111,382) (129,000) 15,000 296,000 45,000 (144,678) - (145,164) 249,000 5,158 (11,624) 22,784 202,476 (7,073) 595,995 1,071,484 1,667,479	2014(Restated) 273,906 36,899 14,124 16,928 (26) 11,105 (3,981) 6,343 (2,548) (665) (43,349) - - 34,830 50,842 (13,835) (201,935) (13,555) (77,951) (34,667) (291,101) (5,954) 184,216 56 93,280 550 (409) 271,739 (19,362) 15,468 289,374 3,981 (4,689) (62,392) 226,274 (57,354) 20,833 - - (23,829) 2,350 (5,765) (1,745) 3,622 3,333 (58,555) (450,000) 5,000 297,500 232,000 (156,250) (2,263) (68,079) 217,500 11,222 - - 86,630 86,509 340,858 730,626 1,071,484
	$ $

21

Independent Auditors’ Audit Report

The Board of Directors T3EX Global Holdings Corp.

We have audited the accompanying individual balance sheets of T3EX Global Holdings Corp. (the “Company”) as of December 31, 2015 and 2014 (restated), and the related statements of comprehensive income, changes in equity, and cash flows for the years then ended. These individual financial statements are the responsibility of the Company’s management. Our responsibility is to issue an audit report on these individual financial statements based on our audits. We did not audit the financial statements of some equity-accounted investee of the Company as of December 31, 2014, constituting 0.09% of the total assets, nor the related share of profit of equity-accounted investees for the year then ended, constituting 0.49% of the individual net income before tax. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included above, is based solely on the report of the other auditors.

We conducted our audits in accordance with the generally accepted auditing standards and the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” in the Republic of China. Those standards and regulations require that we plan and perform the audit to obtain reasonable assurance about whether the individual financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the individual financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall individual financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the accompanying individual financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014 (restated), and the results of its operations and its cash flows for the years then ended, in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

22

As disclosed in Note 3 of the individual financial statements, the Company have applied the 2013 version of IFRS, IAS, IFRIC and SIC (excluded IFRS 9) endorsed by the Financial Supervisory Commission, R.O.C. and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers since January 1, 2015, and restated the individual financial statements as of December 31, 2014 and for the year ended retrospectively.

Taipei, Taiwan (the Republic of China)

March 14, 2016

23

(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.

INDIVIDUAL BALANCE SHEETS

December 31, 2015, December 31, 2014 (expressed in thousands of New Taiwan dollars)

Assets Current assets Cash and cash equivalents (notes 6(1), (19) & (21)) Financial assets at fair value through profit or loss－current (notes 6(2) & (19)) Available-for-sale financial assets－current (notes 6(3) & (19)) Accounts receivable－related parties (notes 6(4) & (19) and 7) Other receivables due from related parties (notes 6(4) & (19) and 7) Other current assets (notes 6(4)) Current assets Non-current assets Financial assets at fair value through profit or loss－non-current (notes 6(2),(10) & (19)) Equity-accounted investees (note 6(5)) Property, plant and equipment (notes 6(7) and 8) Intangible assets (note 6(8)) Deferred tax assets (note 6(12)) Refundable deposits (note 6(19)) Other assets Non-current assets Total assets		**December 31, **	2015 % 4 - - 2 3 - 9 - 84 6 - - 1 - 91 100		December 31, 2014 (Restated) Amount % 22,153 1 8,609 - 24,189 1 43,943 2 10,000 - 11,301 1 120,195 5 15 - 2,195,934 86 198,954 8 6,560 - 6,549 - 2,176 - 29,220 1 2,439,408 95 2,559,603 100 Liabilities and Equity Current liabilities Short-term borrowings (notes 6(9) & (19)) Notes payable (note 6(19)) Other payable (note 6(19)) Other payables to related parties (note 6(19) and 7) Current tax liabilities Current provision for employee benefits Other current liabilities (note 6(5) & (19)) Current liabilities Non-current liabilities Convertible bond payable (notes 6(10) & (19)) Net defined benefit liability (note 6(11)) Other liabilities (notes 6(5) & (19)) Non-current liabilities Total liabilities Equity (notes 6(12), (13) & (14)): Ordinary Share Capital surplus Retained earnings Other equity Treasury stock Total equity (note 6(21)) Total equity and liabilities		December 31, 2	015 % - - 1 3 - - 5 9 12 1 2 15 24 35 26 12 3 - 76 100		December 31, 2014 (Restated)	December 31, 2014 (Restated)
		Amount 130,883 7,086 14,874 49,430 94,926 11,148 308,347 148 2,783,814 198,754 11,227 6,549 2,176 - 3,002,668 3,311,015			Amount 22,153 8,609 24,189 43,943 10,000 11,301 120,195 15 2,195,934 198,954 6,560 6,549 2,176 29,220 2,439,408 2,559,603		Amount - 1,822 29,472 99,404 - 1,146 174,405 306,249 393,988 24,740 79,620 498,348 804,597 1,160,421 867,214 390,641 98,778 (10,636) 2,506,418 3,311,015			Amount 190,000 3,863 26,992 122,477 593 1,146 289 345,360 194,819 27,288 - 222,107 567,467 983,981 629,395 284,581 115,412 (21,233) 1,992,136 2,559,603	%
	$ $					$ $					7 1 5 - - - 13 8 1 - 9 22 38 24 12 5 (1) 78 100

24

(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(expressed in thousands of New Taiwan dollars, except for earnings per common share)

2015 Amount Net revenue (note 6(17) and 7) $ 415,213 Cost of revenue (notes 6(11)) 122,247 Gross profit 292,966 Net operating income 292,966 Non-operating income and expenses Other income (note 7) 5,520 Other gains and losses (note 6(18)) 4,295 Interest expense (note 6(10)) (7,913) Profit before tax 294,868 Less: tax expense (note 6(12)) 1,048 Profit for the year 293,820 Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit obligation 1,522 Share of gains of subsidiaries, associates, and joint ventures accounted for using the equity method that may be reclassified subsequently (7,827) Income tax related to items that will not be reclassified subsequently - Subtotal (6,305) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation in the financial statements of foreign operation (3,214) Unrealized gains (losses) on available-for-sale financial assets (2,470) Share of gains of subsidiaries, associates, and joint ventures accounted for using the equity method that will not be reclassified subsequently (10,950) Income tax related to items that may be reclassified subsequently - Subtotal (16,634) Other comprehensive income(loss) for the year, net of income tax (22,939) Total comprehensive income $ 270,881 Earnings per share (note 6(15)) (TWD) Basic earnings per share $ 2.70 Diluted earnings per share $ 2.41	2015	% 100 29 71 71 1 1 (2) 71 - 71 - (2) - (2) (1) (1) (2) - (4) (6) 65		2014(Restated)	2014(Restated)
				Amount 272,824 82,340 190,484 190,484 5,472 14,134 (9,499) 200,591 1,079 199,512 3,087 (6,726) - (3,639) 87,695 8,611 15,266 - 111,572 107,933 307,445 2.14 1.94	%
					100 30 70 70 2 5 (4) 73 - 73 1 (2) - (1) 32 3 6 - 41 40 113

25

(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(expressed in thousands of New Taiwan dollars)

Balance at January 1, 2014 Effect of retrospective application and restatement Equity at beginning of period after restatement Profit for the year (restated) Other comprehensive income Total comprehensive income (restated) Appropriation and distribution of 2013 retained earnings in 2014 (note1): Legal reserve Reversal of special reserve Cash dividends Stock dividends Issue of common stock Other changes in capital surplus: Share-based payment transactions Issue of common stock for convertible bonds Changes in equity factors from issuance of convertible bonds Issue new stocks for share base payment Balance at December 31, 2014 (Restated) Profit for the year Other comprehensive income Total comprehensive income Appropriation and distribution of 2014 retained earnings in 2015 (note 2): Legal reserve Cash dividends Stock dividends Other changes in capital surplus: Share-based payment transactions Issue of common stock Issue of common stock for convertible bonds Changes in equity factors from issuance of convertible bonds Issue new stocks for share base payment Purchase of treasury share Employee purchases treasury stocks Balance at December 31, 2015	Capital	Capital		Capital surplus 410,144 - 410,144 - - - - - - - 117,500 6,343 75,510 15,916 3,982 629,395 - - - - - - 5,503 149,000 51,996 14,682 1,553 - 15,085 867,214			Retained earnings	Retained earnings		Total 201,493 (15,529) 185,964 199,512 (3,639) 195,873 - - (68,079) (29,177) - - - - - 284,581 293,820 (6,305) 287,515 - (145,164) (36,291) - - - - - - - 390,641		Other equity		Total 3,840 - 3,840 - 111,572 111,572 - - - - - - - - - 115,412 - (16,634) (16,634) - - - - - - - - - - 98,778		Treasury stock (21,233) - (21,233) - - - - - - - - - - - - (21,233) - - - - - - - - - - - (11,624) 22,221 (10,636)		Total equity
	Share capital				Legal reserve 81,068 - 81,068 - - - 10,438 - - - - - - - - 91,506 - - - 19,852 - - - - - - - - - 111,358		Special reserve	Unappropriated earnings 106,290 (15,529) 90,761 199,512 (3,639) 195,873 (10,438) 7,019 (68,079) (29,177) - - - - - 185,959 293,820 (6,305) 287,515 (19,852) (145,164) (36,291) - - - - - - - 272,167			Exchange differences on translation of foreign financial statements 3,840 - 3,840 - 87,695 87,695 - - - - - - - - - 91,535 - (3,214) (3,214) - - - - - - - - - - 88,321	Unrealized gain (loss) on available-for-sale financial assets - - - - 23,877 23,877 - - - - - - - - - 23,877 - (13,420) (13,420) - - - - - - - - - - 10,457
	$ $	794,297 - 794,297 - - - - - - 29,177 100,000 - 53,267 - 7,240 983,981 - - - - - 36,291 - 100,000 36,544 - 3,605 - - 1,160,421					14,135 - 14,135 - - - - (7,019) - - - - - - - 7,116 - - - - - - - - - - - - - 7,116											1,388,541 (15,529) 1,373,012 199,512 107,933 307,445 - - (68,079) - 217,500 6,343 128,777 15,916 11,222 1,992,136 293,820 (22,939) 270,881 - (145,164) - 5,503 249,000 88,540 14,682 5,158 (11,624) 37,306 2,506,418

Note 1: 2013 directors’ emoluments of $3,242 and employee bonus of $1,081 have been deducted from comprehensive income statement

Note 2: 2014 directors’ emoluments of $5,478 and employee bonus of $1,826 have been deducted from comprehensive income statement.

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(English Translation of Financial Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

==> picture [463 x 602] intentionally omitted <==

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Attachment 6: Nomination List  Director Nomination List:	Attachment 6: Nomination List  Director Nomination List:	Attachment 6: Nomination List  Director Nomination List:
Name	Shareholding	Main Education & Experience	Present Position
David Yen	1,225,197	 Shipping & Transportation Management in NTOU  The founder of T3EX group	 Group chairman & CEO of T3EX  The director of T3EX Global Holdings, Dynamic Ocean Group, THI logistic, THI Group (H.K.), T-Cube logistics, T.H.I. & Maruzen, Hope Ocean, Taiwan Express, and EXer logistics.  The president of JIN-HUA Investment, THI group (Shanghai), and YHI International
Tony Lin	1,258,116	 EMBA in NUS  DBA in TIAS  The GM of DIMERCO	 The chairman of Air business of THI logistics.  The director of T3EX Global Holdings, T-Cube logistics, T.H.I. & Maruzen, and LOGI International.  The president of EXer Logistics.
Jack Lai	1,865,566	 DBA in National Taipei University.  MBA in National Taipei University	 The GM of Southeast Asia of THI logistics, THI VIETNAM, THI BANGKOK, and THI COMBODIA.  The director of T3EX Global Holdings, PT. Dexter Eurekatama, THI group (Shanghai), YHI International and T.H.I. Group Singapore.
DYNAMIC OCEAN GROUP LIMITED Representative: Carl Wei	5,086,865	 DBA in Fu Jen Catholic University.  Manager of JI YE Shipping  Manager of Taiming Shipping Agent  The vice president of Kuang Ming Shipping Corp.  The senior vice president of YANG MING MARINE TRANSPORT CORP.	 The ADM GM of THI Logistics.
HOPE OCEAN INTERNATIO NAL LTD. Representative: Ji-Zhi Hsieh	3,273,798	 Major in CCU Natural Resource.	 The GM of Mei-Ton Rubber.  The president of CHIEF OVERSEA Trading.  The director of Cambodia Asia Flour Mill Corp.  The supervisor of T3EX Global Holdings.  The board of director of TIAN MEI Rubber.
Benison Hsu	1,153,734	 MBA in Tulane University.  The founder of Taiwan Express	 The president of Taiwan Express.  The director of T3EX Global Holdings, Hiview Logistics, and Central Taiwan Science Park Logistics.  The supervisor of GGA Corp and Orient Air General Sales Agent.
LI YANG INTERNATIO NAL LTD Representative: PeggyLin	46,726	 LAW in National Taipei University  MBA of Tulane University.  The partner of TSAR&TSAI LAW FIRM  The partner of CHIEN YEN LAW OFFICES	 The partner-in-charge of PCL TransAsia Law Offices.  The director of T3EX Global Holdings, Super Dragon Technology Corp, Central Motion Picture, Central Motion Picture Management., and CPC Corp.  The supervisor of CMP Inc.

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 Independent Director Nomination List

Name	Shareholding	Main Education & Experience	Present Position
Li-Chiu Chang	0	 Master of insurance in NCU.  Financial Supervisory Commission  The president of Yuanta Securities.  The GM of Dahwa Securities.  The auditor, chief, and leader of Financial Supervisory Commission  The auditor of National Taxation Bureau of Taipei	 The CEO of Sun Ten Group.  The highest consultant of Yuanta Securities  The director of T3EX Global Holdings, TWSE, TA YA ELECTRIC WIRE & CABLE, ACME Electronics, Sun Ten International, and Tanvex Bio Pharma.  The supervisor of TPEX and ICHIA TECHNOLOGY Inc.  The convener of Taiwan Securities Association  The president of FOCI Fiber Optic Communications.
Ming-Hsu Tsai	0	 Master of Public Administration in NCU.  The senior vice president of YANG MING MARINE TRANSPORT CORP.  The chairman of Kuang Ming Shipping Corp.	None
	 Supervisor Nomination List
Name	Shareholding	Main Education & Experience	Present Position
Shen-Li Liao	0	 MBA in NCU.  The supervisor of Amazing Microelectronic Corp	 The partner of Candor Taiwan CPAs  The supervisor of T3EX Global Holdings and Taiwan Express.  The supervisor of SolidPro Technology.
BAO-JYUE INVESTMENT Representative: Mao-Jen Chen	514,323	 MBA in Tulane University.  Mechanical Engineering in NCKU.  The business minister of Chin Fong Machine Industrial.	 The president of CHUN-DI Corp.  The director of T3EX Global Holdings.
YI-WEI INVESTMENT Representative: Chin-Chou Hsu	1,296,889	 Master of Economics in NTU.  Master of Economic in Unites State John Hopkins University.  The director of Department of International Affairs of FSC.  The deputy chief of Insurance Bureau of FSC.  The chairman of SinoPac Venture Capital.	None

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Appendices

Appendix 1: Articles of Incorporation

T3EX Global Holdings Corp

Articles of Incorporation

Chapter I

General Provisions

• Article 1 The Company, organized under the Business Mergers And Acquisitions

• Act ,the Company Act and others relevant regulations as a Company limited by shares, and shall be named T3EX Global Holdings Corp (hereinafter, “the Company”).

Article 2 The Company’s scope of business is as follows:

1. H201010 Investment

2. ZZ99999All business items that are not prohibited or restricted by law, except those that are subject to special approval.

3. Article 2-1 The Company may provide endorsements and guarantees and act as a guarantor.

4. Article 2-2 The Company’s main business is investment. The total amount of the Company’s reinvestment is not to be subject to the restriction of not more than 40% of the Company’s paid-up capital as provided in Article 13 of the Company Act.

5. Article 3 The Company is headquartered in Taipei City, Taiwan and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.

6. Article 4 Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Companies Act.

Chapter II

Shares

• Article 5 The authorized capital of the Company is NT$2 billion, consisting of 200 million shares, all of common stock, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required, of which 10 million shares are reserved for stock options.

• Article 5-1 Resolutions by the shareholders meeting, the Company is authorized to issue share warrant to its employees, the exercise prices of such share warrants issued to the employees might be lower than net worth per share as shown in the CPA-audited and certified financial report for the most recent period.

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Article 6 Deleted

• Article 7 The share certificates of the Company shall without exception be in

• registered form, signed by, or affixed with the seals of, at least three directors, and authenticated by the competent governmental authority or a registration institution authorized thereby before issuance. Shares issued by the Company need not be in certificate form, but shall be registered with a securities depository enterprise.

• Article 8 All entries in the shareholders register due to share transfers shall be suspended for 30 days prior to an ordinary shareholders meeting, or for 15 days prior to an extraordinary shareholders meeting (Public company shall be suspended for 60 days prior to an ordinary shareholders meeting, or for 30 days prior to an extraordinary shareholders meeting), or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefit.

• Article 8-1 The Company shall propose to shareholders meetings when revoking public issuance of its shares. This regulation will continue to the Company listed trading on emerging stock or on the stock exchange or over-the-counter market.

Chapter III

Shareholders’ Meeting

• Article 9 Shareholders’ meetings of the Company are of two kinds: regular

• shareholders meetings and extraordinary shareholders meetings. The regular shareholders’ meeting is called once per year within six months of the close of the fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.

• Article 10 For any shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy.

• Article 11 Except as provided in Article 179 of the Company Act, the shareholder shall have one voting right for each share owned in the Company.

• Article 12 Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by the consent of a majority of the votes represented by those in attendance at the meeting, in person or by proxy, by shareholders who represent a majority of the total issued shares.

• Article 12-1 The Company limited by shares which is organized by a single juristic person shareholder shall be free from restrictive requirement set out in this Chapter. The functional duties and power of the shareholders' meeting of such company shall be exercised by its board of directors.

31

Chapter IV

Board of Directors and Supervisors

• Article 13 The Company shall have five to nine directors and two to three supervisors, who shall hold the office for a term of three years and be elected from people with legal capacity at the shareholders’ meeting. Directors and supervisors are eligible for reelection.

• Article 13-1 Pursuant to relevant regulations, the Company’s board of directors shall include two independent. The candidates for independent directors shall be nominated and shall be elected from the list of candidates during the shareholders’ meeting.

• Professional qualification , number of shareholdings, restrictions regarding holding other jobs, nomination and election of independent directors and others compliance matters shall be governed by relevant regulations set forth by the competent authority.

• Article 13-2 An independent director of the Company shall meet one of the following professional qualification requirements, together with at least seven years work experience:

• An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.

• A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.

• Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.

• Have work experience in management.

  • A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:

• Any of the circumstances in the subparagraphs of Article 30 of the Company Act.

• Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

• Any violation of the independent director qualification requirements set out in Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

• Article 13-3 The Company’s election for directors and supervisors are adopting single

32

registered and cumulative election. The candidates’ name can be represented as numbers on the ballot. Each share has same right to vote toward the numbers of directors and supervisors. It is allowed to give all the votes to a single candidate or separate to several candidates. If the above Article shall be advised, except as provided in Article 172 of the Company Act, it shall be itemized the amendment comparison table in the notice to convene a meeting of shareholders. Article 14 The board of directors shall consist of the directors of the Company; the chairman and the vice president of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Company in external matters. Article 15 If the chairman of the board of directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act.

• Article 15-1 Directors shall attend meetings of the board of directors in the preceding paragraph in person. If a director is unavailable to attend a meeting in person, the director may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting. In the event that a board of directors meeting is held through video conference, a director who participates in the meeting by means of video system shall be deemed to have attended in person.

• Article 15-2 Seven days prior to the convening of a meeting of the board of directors, notice shall be sent to all directors, specifying the reasons for calling the meeting, though in emergency situations, a meeting may be called whenever necessary. Notice of the convening of a meeting described in the preceding paragraph may be in writing, by fax or by e-mail notification thereof.

• Article 16 When the Company’s directors and supervisors perform Company duties, the Company may pay remuneration regardless of whether the Company operates at a profit or loss. The board of directors is authorized with powers to resolve the rates of such remuneration based on the extent of their participation in the Company’s business operations or value of their contribution, at a level consistent with general practices in the industry.

• The Company’s directors and supervisors’ allowances are authorized the board of directors regardless of whether the Company operates at a profit

33

or loss.

Chapter V Managers

Article 17 The Company may appoint managers, whose commissioning,

decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.

Chapter VI

Finance

Article 18 After the close of each fiscal year (1/1~12/31), the following reports shall

be prepared by the board of directors and submitted to the regular

shareholders’ meeting by the supervisors for reviewing and for ratification.

1. Business Report.

2. Financial Statements.

3. Proposal Concerning Appropriation of Net Profits or Recovering of Losses.

Article 19 Deleted

Article 20 The annual net income of the Company shall be appropriated in accordance with the priorities listed as follows:

1. Recovering of Losses.

2. Appropriation of 10% for legal capital reserve.

3. Appropriate or return to Special capital reserve pursuant to Securities and Exchange Act.

4. Appropriate 3% from the annual distributable earnings for compensation of directors and supervisors.

5. Appropriate 1% from the annual distributable earnings for employee bonus. The total amount set aside shall be fixed. If the employees' bonuses are new stock allotments, employee stocks shall be calculated based on the closing price on the day before the shareholders' meeting.

6. The board of directors shall draft the proposal for shareholder dividend allocation based on the accumulated undistributed earnings of the previous years, and submit the draft to the shareholder's meeting for approval.

7. The Company may distribute bonuses to employees of an affiliated Company meeting the conditions set by the board of directors, or other related guidelines the board of directors is authorized to develop.

8. Article 20-1 The distribution of the dividends of the Company will coordinate with the surplus of that year based on the principle of stabilization. The board of directors shall propose the allocation ratio and propose it at the

34

shareholders’ meeting. The appropriated earnings shall more than 50% of the current year after tax profit. If the earnings available for appropriation less than the current year after tax profit, it shall be allocated in earnings available for appropriation. Cash dividends shall not be less 10% of total shareholder dividends.

Article 20-2 The Company’s major subsidies’ shall formulate dividend policy. The board of directors shall propose it when major subsidiaries have the un-appropriated earnings, and the independent directors must attend. The Company shall disclose the decision to Market Observation Post System and apply it to Taipei Exchange.

Article 21 Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.

Article 22 These Articles of Incorporation were enacted on January 15, 1987. The 1st amendment was made on June 29, 1990. The 2nd amendment was made on May 10, 1991. The 3rd amendment was made on October 15, 1991. The 4th amendment was made on December 13, 1991. The 5th amendment was made on January 16, 1992. The 6th amendment was made on May 7, 1996. The 7th amendment was made on April 2, 2001. The 8th amendment was made on June 27, 2001. The 9th amendment was made on September 1, 2001. The 10th amendment was made on October 6, 2001. The 11th amendment was made on June 3, 2002. The 12th amendment was made on December 1, 2002. The 13th amendment was made on April 12, 2004. The 14th amendment was made on January 25, 2005. The 15th amendment was made on June 30, 2005. The 16th amendment was made on June 30, 2005. The 17th amendment was made on June 19, 2006. The 18th amendment was made on March 2, 2007. The 19th amendment was made on June 20, 2007. The 20th amendment was made on June 23, 2008. The 21st amendment was made on June 16, 2009. The 22nd amendment was made on June 9, 2010. The 23rd amendment was made on June 28, 2011. The 24th amendment was made on June 6, 2012. The 25th amendment was made on August 23, 2012.

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The 26th amendment was made on June 17, 2013. The 27th amendment was made on June 4, 2014. The 28th amendment was made on June 3, 2015.

T3EX Global Holdings Corp Chairman: David Yen

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Appendix 2: Shareholding of Directors and Supervisors

T3EX Global Holdings Corp

Shareholding of Directors and Supervisors

1. As of 04/02/2016, all directors and supervisors minimum shareholding number and actually registered holding shares.

	Title	Title	Title	Minimum number of shares to be held	Minimum number of shares to be held	Minimum number of shares to be held	Shares actually held in share register	Shares actually held in share register	Shares actually held in share register
	Directors			8,000,000			14,994,726
	Supervisors			800,000			6,119,597
	Position	Name	Date elected		Term (year)	Shareholding while elected		Current shareholding		Remarks
						Shares		Shares	Shareholding ratio
President		David Yen	2013.06. 17		3	993,486		1,225,197	1.05%
Director		Jim Chen	2013.06. 17		3	1,918,677		2,142,728	1.84%
Director		Hope Ocean International Ltd Representative: Jack Lai	2013.06. 17		3	2,849,003		3,273,798	2.81%
Director		Dynamic Ocean Group Limited Representative: Mao-Jen Chen	2013.06. 17		3	6,664,638		5,086,865	4.37%
Director		Dynamic Ocean Group Limited Representative: Tony Lin	2013.06. 17		3	6,664,638		5,086,865	4.37%
Director		Benison Hsu	2013.06. 17		3	875,642		1,153,734	0.99%
Director		Peggy Lin	2013.06. 17		3	1,588,970		2,112,404	1.81%
Independen t Director		Li-Chiu Chang	2013.06. 17		3	－		－	－
Independen t Director		Guo-Yuan Chen	2013.06. 17		3	－		－	－

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Total	Total	Total	Total	14,890,416	14,994,726	12.89%
Supervisor	YI-WEI INVESTMENT Representative: Ji-Zhi Hsieh	2013.06. 17	3	411,192	1,296,889	1.11%
Supervisor	CHANG-JIE International Representative: Tien-Yuan Tsai	2013.06. 17	3	5,981,168	4,822,708	4.14%
Supervisor	Shen-Li Liao	2014.06. 04	2	－	－	－
Total				6,392,360	6,119,597	5.26%

Appendix 3: Directors’ Compensation and Employees’ Profit Sharing

Item	Approved in Board of Directors Meeting（A）	2015 Income Statement （B）	Variation （A-B）	Resolution
Employee Bonus – in Stock	0	0	0	None
Employee Bonus – in Cash	1,521,343	1,521,343	0	None
Directors' and Supervisors' Remuneration	7,879,231	7,879,231	0

Appendix 4: The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate:

Pursuant to Regulations Governing the Publication of Financial Forecasts of Public

Companies, the Company don’t disclose financial forecast. It does not apply.

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