TPK - AGM Information 2016 | FinancialReports.eu

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2016 年股東常會

議事錄

時間：2016年5月27日(星期五)上午九點整地點：台北市信義區松仁路9號1樓 (國泰金融會議廳)

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`反對權數`754,514 `權` (`含電子投票`712,514 `權`)	0.39
`電子投票棄權權數`18,543,754 `權`	9.53
`本案照原案以特別決議表決通過。`

第二案                                董事會提

案由：修訂本公司「資金貸與他人作業辦法」部分條文案，謹提請公決。

。 說明：一、依公司運作需要，擬修訂資金貸與他人作業辦法

二、資金貸與他人作業辦法修訂條文對照表，請參閱附件六。
三、以上核請決議。
決議：本議案投票表決結果如下：

表決時出席股東表決權數： 194,510,472 權

`三、以上核請決議。` `本議案投票表決結果如下：` `表決時出席股東表決權數：`194,510,472 `權`
`表決結果`	`占出席股東表決權數`%
`贊成權數`172,904,959 `權` (`含電子投票`81,859,627 `權`)	88.89
`反對權數`55,758 `權` (`含電子投票`48,758 `權`)	0.03
`電子投票棄權權數`18,743,754 `權`	9.64

本案照原案表決通過。

`伍、選舉事項`

`案由：本公司董事改選案。董事會提`

說明：一、依本公司章程第 25.1 條規定，本公司設董事七人 ~ 十一人（含獨立董事三人），任期三年，得連選連任。
二、本公司第三屆董事任期自 2013 年 5 月 22 日起，於 2016 年 5 月 21 日屆滿。擬請股東會重新選舉董事九席 ( 含獨立董事三席 ) ，任期三年，自 2016 年 5 月 27 日起至 2019 年 5 月 26 日止。
三、本公司董事九席 ( 含獨立董事三席 ) 之選任採候選人提名制度，股東應就候選人名單中選任之，候選人提名資料請參閱議事手冊之附件七。
四、謹提請選舉。

`選舉結果：`

TPK Holding Co., Ltd. 2016 年股東常會選舉第四屆董事當選名單

`當選別`	`股東戶號或` `身分證統一編號`	`戶名或姓名`	`當選權數`
`董事`	5	`江朝瑞`	158,790,981
`董事`	2	Capable Way Investments Limited`代表人：鍾依華`	150,022,117
`董事`	1	Max Gain Management Limited `代表人：張恆耀`	149,010,184
`董事`	3	High Focus Holdings Limited `代表人：蔡宗良`	145,799,554

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`董事`	84037	Global Yield International Co., Ltd`代表人：劉世明`	144,179,970
`董事`	198210XXXX	`江明憲`	143,004,303
`獨立董事`	K10124XXXX	`張宏源`	141,487,288
`獨立董事`	12333	`翁明正`	139,090,907
`獨立董事`	Q12012XXXX	`姜豐年`	138,324,080

`陸、討論事項二`

案由：解除本公司新任董事競業禁止案。董事會提
說明：一、依本公司章程第 30.4 條規定，董事如在公司業務範圍內為自己或他人從事行為，應在從事該行為之前，於股東會上向股東揭露該等利益的主要內容，並在股東會上取得特別（重度）決議許可。擬提請股東會許可解除本公司新任董事自其就任本公司董事任期內，得為自己或他人從事與公司業務範圍相同或類似之行為。
二、競業禁止明細請參閱附件七。
三、以上核請決議。
決議：本議案投票表決結果如下：
表決時出席股東表決權數： 194,510,472 權
( 一 ) 江朝瑞董事

`二、競業禁止明細請參閱附件七。` `三、以上核請決議。` `本議案投票表決結果如下：` `表決時出席股東表決權數：`194,510,472`權` (`一`)`江朝瑞董事`
`表決結果`	`占出席股東表決權數`%
`贊成權數`172,399,451 `權` (`含電子投票`81,347,119 `權`)	88.63
`反對權數`51,007 `權` (`含電子投票`51,007 `權`)	0.03
`電子投票棄權權數`19,254,013 `權`	9.90

( `二` ) `法人代表人鍾依華董事`

(`二`)`法人代表人鍾依華董事`
`表決結果`	`占出席股東表決權數`%
`贊成權數`172,392,451 `權` (`含電子投票`81,347,119 `權`)	88.62
`反對權數`51,007 `權` (`含電子投票`51,007 `權`)	0.03
`電子投票棄權權數`19,254,013 `權`	9.90

( `三` ) `江明憲董事`

(`三`)`江明憲董事`
`表決結果`	`占出席股東表決權數`%
`贊成權數`172,399,451 `權` (`含電子投票`81,347,119 `權`)	88.63
`反對權數`51,007 `權` (`含電子投票`51,007 `權`)	0.03
`電子投票棄權權數`19,254,013 `權`	9.90

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TPK Holding Co., Ltd. (the "Company") 2016 Annual General Shareholders’ Meeting Minutes

Time: May 27, 2016 (Friday) at 9:00 a.m.

Place: Cathay Financial Conference Hall

(1 F, No.9, Songren Rd., Xinyi District, Taipei City, Taiwan)

The total number of shares present in person or by proxy in the 2016 Annual General Shareholders Meeting was 194,510,472 shares, i.e. 56.68 % of shares of TPK’s common stock issued and outstanding (excluding the shareholders who had no voting powers as provided under the Company Act).

Board Members Present: Chiang, Chao-Juei,Panshi Company Limited

(represented by Lui, Shih-Ming),Foster Chiang andChang, Horng-Yan (the Independent Director)

Chairman: Chiang, Chao-Juei, the Chairman of Board of Directors Secretary: Chang, Chia-Wei

The aggregate voting sharespresent in person or by proxy constitute a quorum. The Chairman hereby declares the 2016 Annual General Shareholders Meeting to order.

1. Chairman’s Statement (omitted)

2. Matters to Report

1. 2015 Business Report

Description: The 2015 Business Report is attached as Exhibit 1.

2. Audit Committee's Review Report on 2015 Financia1 Statements

Description: The Audit Committee’s Review Report on 2015 Financial Statements is attached as Exhibit 2.

3. Report of the Issuance of Overseas Unsecured Convertible Bonds

Descriptions:

(1) The issuance of the third Overseas Unsecured Convertible Bonds (the “Bonds”) of USD250 million was approved by the Board of Directors on November 4, 2014. The approvals for the issuance of the Bonds from the Central Bank of the Republic of China (Taiwan) and the Financial Supervisory Commission (the “FSC”) were granted on November 14, 2014 and December 31, 2014, respectively.
(2) The Company had completed the pricing of the Bonds on April 1, 2015 and issued the Bonds on April 8, 2015. The issue terms are set forth below:

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a. Total Issue Amount: USD250 million
A. Type, Denomination and Issue Price: The Bonds are unsubordinated and unsecured convertible bonds in registered form. The Bonds are issued at 100% of par value in denominations of USD250,000.
b. Issue Date: April 8, 2015
c. Tenor: April 8, 2015 to April 8, 2020 (Five years)
d. Redemption at Maturity: Unless previously redeemed, repurchased and canceled or converted, the Bonds will be redeemed at a redemption price equal to 107.76% of the principal amount on maturity date.
e. Coupon Rate: 0%
f. Conversion Price: NTD240.37
g. After also taking into account the issuance of global depositary shares on April 8, 2015, the USD250 million Bonds issuance, upon full conversion, would have a maximum dilutive effect of 13.69% on the original shareholders (of which, the maximum dilutive effect attributed to the issuance of Bonds is approximately 8.48%, and the maximum dilutive effect attributed to the issuance of global depositary shares is approximately 5.21%).
h. The fixed exchange rate applicable for the issuance of the Bonds is NTD31.29 = USD1.00

4. Report on the Implementation of uByback of the Company's Shares

Description: For information regarding TPK's shares repurchase and the implementation status, please refer to the following table:

Serial Number of Repurchase	1	2
Date of the Board of Directors to resolve shares buyback	2015/11/4	2016/1/18
Purpose of repurchase	Maintenance of theCompany’s creditability and the shareholders’ right	For the transfer to employees
Actual repurchase period	2015/11/19~ 2016/1/4	2016/1/21~ 2016/3/16
Type and actual number of repurchased shares	4,998,000 common shares	3,482,000 common shares
Number of repurchased shares as a percentage of total outstandingshares(%)	1.42%	1.00%
Total price of repurchased shares	NTD445,013,853	NTD243,594,511
Average repurchase price per share	NTD89.04	NTD69.96

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Number of shares cancelled	4,998,000 shares	0 shares
Accumulated number of shares held byTPK	0 shares	3,482,000 shares
Accumulated number of shares held by TPK as a percentage to total outstanding shares(%)	0	1.00%
Reason for the implementation yet to complete	In view of maintaining the shareholders' interests, considering the market mechanism and the subsequent use of funds, the Company did not complete the share repurchase by expiry.	In view of maintaining the shareholders' interests, considering the market mechanism and the subsequent use of funds, the Company did not complete the share repurchase by expiry.

3. Matters for Approval

Item 1: To approve 2015 Business Report and Consolidated Financial Statements (proposed by the Board of Directors) Descriptions:

(1) The 2015 consolidated balance sheet, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows of the Company along with the 2015 Business Report have been submitted to the Audit Committee for review and approval and the Audit Committee has issued its Review Report accordingly. The above consolidated financial statements have been audited by independent auditors Jeff Chen and Denny Kuo of Deloitte & Touche.
(2) Please refer to Exhibits 1~3 for 2015 Business Report, Audit Committee’s Review Report and 2015 Consolidated Financial Statements.
(3) Please resolve.

Voting Results: Shares present at the time of voting: 194,508,472

VotingResults	% of therepresented share present
Votes in favor: 172,670,685 votes (including 81,627,353 votes castedinelectronicform)	88.77
Votes against: 57,759 votes (including 57,759 votes castedinelectronicform)	0.03
Votesabstainedinelectronicform:18,967,027votes	9.75

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RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 2: To approve the Proposal for 2015 Deficit Compensation (proposed by the Board of Directors).

Descriptions:

(1) As the Company’s 2015 net loss after tax is USD618,371,900 and the amount of unappropriated retained earnings of the prior years is USD635,549,374 (including the retrospective application of new accounting standards in the amount of USD7,241 and adjustment of remeasurement of defined benefit plans to Retained Earnings in the amount of USD215,682), the total amount of retained earnings available for distribution is USD17,177,474. After taking into consideration financial and business factors, the Company proposes not to distribute dividends. Please refer to Exhibit 4 as attached.

(2) Please resolve.

Voting Results: Shares present at the time of voting: 194,508,472

VotingResults	% of therepresented share present
Votes in favor: 172,886,367 votes (including 81,843,035 votes castedin the electronicform)	88.88
Votes against: 64,350 votes (including 64,350 votes castedin the electronicform)	0.03
Votes abstained in electronic form: 18,744,754 votes	9.64

RESOLVED, that the above proposal be and hereby was approved as proposed.

D. Matters for Discussion (A)

Item 1: Discussion on private placement of common shares for cash and/or overseas convertible bonds (proposed by the Board of Directors)

Descriptions:

To fund the Company's operating capital, and/or capital expenditure, and/or repayments of bank loans, it is proposed that the shareholders resolve by a Special Resolution vote to authorize the Board of Directors to conduct the private placement of common shares for cash and/or overseas convertible bonds at appropriate times depending on the then financial market conditions and the Company's capital needs, in accordance with the Company's Amended and Restated Memorandum and Articles of Association (the "M&A"), relevant laws and regulations and the following principles. Details are as follows:

Principle of conducting the private placement of common shares for cash:

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(1) The number of shares to be privately placed shall not exceed 20,000,000 shares. Existing shareholders shall not be entitled to exercise pre-emptive rights to purchase the privately placed shares.
(2) The basis and reasonableness of pricing for the private placement:
- The pricing for the private placement of common shares is set to be not lower than 80% of the higher of the following calculation results: the simple average closing price of the common shares for either one, three or five business days before the price determination date and after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or the simple average closing price of the common shares for the thirty business days before the price determination date and after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. For the actual price determination date and actual private placement price, it is proposed to the shareholders' meeting to resolve to authorize the Board of Directors to determine in accordance with the law and not below the range approved by the shareholders' meeting and depending on the then market conditions and the Company's circumstances. As the pricing for this private placement is set in accordance with the laws and regulations of the competent authority, and considering the strict transfer restrictions on the timing, the identity of the transferee and the quantity of the privately placed securities, as well as factors such as the lower liquidity on account that the privately placed common shares are not eligible for listing application during a three-year period after their delivery, the pricing for the privately placed common shares is deemed to be reasonable.
(3) Method and objectives of selecting the placee, the necessity for that selection, and the anticipated benefits:
- The selection of placee shall be conducted in accordance with Article 43-6 of the Securities and Exchange Act and the ruling (Tai-Cai-Zheng-1 No. 0910003455) of the former Securities and Futures Commission of the Ministry of Finance. The objective for selecting the placee is to introduce strategic investors. A strategic investor refers to an individual or corporate entity that, for the purpose of increasing the Company's competitiveness and ability of obtaining profits, assists the Company to enhance the technology, expand the production lines, improve the quality, reduce the costs, increase the efficiency, and expand market share through vertical or horizontal industry integration or collaboration in product or market development by such investor's own technology, experience, knowledge, brand or networks. It is proposed to the shareholders' meeting to resolve to authorize the Board of Directors to select the placees. The objectives, necessity and expected benefits for selecting the placees are to meet the demand of the Company's operations by having placees to provide the Company with assistance in strengthening the Company's competitiveness and improving the operational efficiency and long term development.

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(4) Necessity of conducting private placement, use of funds, and expected benefits:
- a. Reasons for not using public offering:
  - For supporting the Company's future business development and the plan to introduce strategic investors, and in consideration of the time efficiency, convenience, issue costs and stability of shareholding attributed to private placement, and that the privately placed securities are restricted from free transfer under the Securities and Exchange Act so that a long term partnership between the Company and its strategic investors can be ensured, it is proposed to conduct a private placement.
- b. Maximum amount of the private placement:
  - This private placement of common shares is subject to a maximum of 20,000,000 shares. The actual amount of the shares shall be determined in accordance with the Company's need, and the then applicable laws and regulations and the financial market conditions.
- c. Use of funds and expected benefits:
  - The capital raised from this private placement of common shares is expected to be used to fund the Company's operating capital, and/or capital expenditure, and/or repayments of bank loans. It is expected that the funds will be used up within three years after the completion of private placement. The expected benefits include a strengthened position in industry, enhanced long term competitiveness, improved financial structure, and savings on interest expenses, which will result in a positive impact on shareholders' interests. The actual schedule for private placement and use of funds shall depend on the Company's capital needs, the laws and regulations, and the financial market conditions.
Principle of conducting the private placement of overseas convertible bonds:
(1) The total amount of this private placement of overseas convertible bonds is subject to a maximum amount of USD100,000,000. Please refer to the Exhibit 5 for the tentative terms and conditions of this private placement of overseas convertible bonds. It is proposed to the shareholders' meeting to resolve to authorize the Board of Directors to conduct the private placement depending on the Company's then capital needs and the financial market conditions.
(2) The basis and reasonableness of pricing for the private placement: The price for the privately placed overseas convertible bonds is set to be not lower than 80% of the theoretical price referred to in the Directions for Public Companies Conducting Private Placements of Securities. For the actual private placement price, it is proposed to the shareholders' meeting to resolve to authorize the Board of Directors to determine in accordance with the law and not below the range approved by the shareholders' meeting and depending on the then market conditions and the Company's circumstances. As the pricing for this private placement is set in

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accordance with the laws and regulations of the competent authority, and considering the strict transfer restrictions on the timing, the identity of the transferee and the quantity of the privately placed securities, as well as factors such as the lower liquidity on account that the converted shares are not eligible for listing application during a three-year period after the delivery of the convertible bonds, the pricing for the privately placed overseas convertible bonds is deemed to be reasonable.

(3) Method and objectives of selecting the placee, the necessity for that selection, and the anticipated benefits:
The selection of placee shall be conducted in accordance with Article 43-6 of the Securities and Exchange Act and the ruling (Tai-Cai-Zheng-1 No. 0910003455) of the former Securities and Futures Commission of the Ministry of Finance. The objective for selecting the placee is to introduce strategic investors. A strategic investor refers to an individual or corporate entity that, for the purpose of increasing the Company's competitiveness and ability of obtaining profits, assists the Company to enhance the technology, expand the production lines, improve the quality, reduce the costs, increase the efficiency, and expand market share through vertical or horizontal industry integration or collaboration in product or market development by such investor's own technology, experience, knowledge, brand or networks. It is proposed to the shareholders' meeting to resolve to authorize the Board of Directors to select the placees. The objectives, necessity and expected benefits for selecting the placees are to meet the demand of the Company's operations by having placees to provide the Company with assistance in strengthening the Company's competitiveness and improving the operational efficiency and long term development.
(4) Necessity of conducting private placement, use of funds, and expected benefits:
a. Reasons for not using public offering:
- For supporting the Company's future business development and the plan to introduce strategic investors, and in consideration of the time efficiency, convenience, issue costs and stability of shareholding attributed to private placement, and that the privately placed securities are restricted from free transfer under the Securities and Exchange Act so that a long term partnership between the Company and its strategic investors can be ensured, it is proposed to conduct a private placement.
b. Maximum amount of the private placement:
- The total amount of this private placement of overseas convertible bonds is subject to a maximum amount of USD100,000,000. The actual amount of the overseas convertible bonds shall be determined in accordance with the Company's needs, the then applicable laws and regulations and the financial market conditions. The number of shares to be issued upon conversion will be

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determined by dividing the principal amount of the bonds by the conversion price in effect.

c. Use of funds and expected benefits:

The capital raised from this private placement of overseas convertible bonds is expected to be used to fund the Company's operating capital, and/or capital expenditure, and/or repayments of bank loans. It is expected that the funds will be used up within three years after the completion of private placement. The expected benefits include a strengthened position in industry, enhanced long term competitiveness, improved financial structure, and savings on interest expenses, which will result in a positive impact on shareholders' interests. The actual schedule for private placement and use of funds shall depend on the Company's capital needs, the laws and regulations, and the financial market conditions.

(5) Rights and obligations associated with convertible bonds and converted shares: The rights and obligations associated with the common shares converted from the privately placed overseas convertible bonds are identical to those associated with the existing common shares of the Company; provided, however, that the listing and resale of such common shares shall be subject to the regulations under the Securities and Exchange Act. This private placement of overseas convertible bonds shall also be conducted in compliance with the ruling of former Financial Supervisory Commission of the Executive Yuan (Jin-Guan-Zheng-1 No. 09700513881) and other regulations.
(6) It is proposed that the shareholders resolve to authorize the Board of Directors to adjust and handle, based on the Company's financial needs, financial market conditions, and relevant regulations, all matters in connection with the major aspects of this private placement, including but not limited to, the issuance and conversion plan of the overseas convertible bonds, actual private placement price, terms of private placement, items of plan, amount, expected schedule and benefits. If an amendment or revision shall be made as a result of the change of law, requests by the competent authorities, or based on the change of market circumstances, business evaluations or the market conditions at that time, it is also proposed that the shareholders resolve to authorize the Board of Directors with full power and authority to handle.
In order to complete the private placement, it is proposed that the shareholders resolve by a Special Resolution vote to authorize the Chairman of the Board of Directors and his designated persons to represent the Company to sign all relevant contracts and documents and handle all matters for the Company.
For more information to be disclosed as required under Article 43-6 of the Securities and Exchange Act, please visit the Market Observation Post System (website address: http://newmopsov.twse.com.tw/).

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Please resolve by a Special Resolution.

Minutes of the Special Resolution: the summary of the Company’s response regarding the inquiry from the Securities and Futures Investors Protection Center regarding the private placement herein is as follows:

(1) With regard to the necessity and reasonableness of a private placement:

In order to maintain our competitive edge in the fiercely competitive touch panel industry, we may introduce strategic investor(s) through the private placement, so as to strengthen our competitiveness. We intend to invest the private placement funds into research and development of new touch panel technologies and manufacturing process, explore new markets, and acquire equipements for manufacturing. In addition, as our debt ratio in the first quarter of year 2016 is still 66.29 %, and our cash and cash equivalents has been declining for three consecutive quarters, there is still significant financial stress. Thus, the private placement is necessary and reasonable means to have the flexibility to introduce strategic investors and to meet the capital needs for long-term development of new technologies and new products.

(2)The purpose of this resolution is to obtain the necessary approval for the flexibility to introduce strategic investors in the future. As of this moment, there is no specific plan or particular investor for a private placement. In the event we decide to carry out a private placement, we will announce the related terms in accordance with laws and regulations
(3) With regard to whether a private placement would cause a change of management:

The purpose of private placement is to introduce friendly strategic investor(s) to establish close cooperations in business and technology development. If all of the Bonds under the private placement were purchased and converted, such converted shares would reach 17.43% of our paid-up capital; however, since the shares held by Chairman Chiang, Chao-Juei still exceeds 23.3% of our paid-up capital, a private placement is unlikely to result in a major change of management.

Resolution:

Voting Results: Shares present at the time of voting: 194,510,472


VotingResults	% of therepresented share present
Votes in favor: 172,439,203 votes (including 81,395,871votes castedinelectronicform)	88.65
Votes against: 754,514votes (including 712,514votes castedinelectronicform)	0.39
Votesabstainedinelectronicform:18,543,754votes	9.53

RESOLVED, by way of a Special Resolution, that the above proposal be and hereby was approved as proposed.

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Item 2: To amend the Regulations Governing Extending Loans to Others (proposed by the Board of Directors)

Descriptions:

(1) To accommodate the Company’s actual business needs, the Board of Directors proposes to amend the Regulations Governing Extending Loans to Others accordingly.
(2) The comparison table of the amendments to the Regulations Governing Extending Loans to Others is attached as Exhibit 6.
(3) Please resolve.

Resolution:

Voting Results: Shares present at the time of voting: 194,510,472

VotingResults	% of therepresented share present
Votes in favor: 172,904,959 votes (including 81,859,627 votes castedinelectronicform)	88.89
Votes against: 55,758 votes (including 48,758 votes castedinelectronicform)	0.03
Votes abstained in electronic form: 18,743,754 votes	9.64

RESOLVED, that the above proposal be and hereby was approved as proposed.

E. Matters for Election

Proposal for the election of Directors (proposed by the Board of Directors)

Descriptions:

(1) According to Article 25.1 of the M&A, there shall be a board of Directors consisting of no less than seven persons and no more than eleven persons, including three Independent Directors, each of whom shall be appointed to a term of office of three years. Directors may be eligible for re-election.
(2) The third term of the office of Directors started from May 22, 2013 and expired on May 21, 2016. Nine directors (including three Independent Directors) will be elected at this shareholders’ meeting, with a term of office of three years. The term of newly-elected Directors will start from May 27, 2016 and expire on May 26, 2019.

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(3) The Company adopts the candidate nomination mechanism for electing Directors. The list of candidates has been approved by the Board of Directors on February 26, 2016 and April 8, 2016. The information of the candidates is attached as Exhibit 7 of the Meeting Handbook.

(4) Please Vote.

Election Result:

Title	Shareholder’s number (or ID number)	Name	Votes received
Director	5	Chao-Juei Chiang	158,790,981
Director	2	Capable Way Investments Limited Represented by: Yi-Hua Chung	150,022,117
Director	1	Max Gain Management Limited Represented by: Heng-Yao Chang	149,010,184
Director	3	High Focus Holdings Limited Represented by: Tsung-LiangTsai	145,799,554
Director	84037	Global Yield International Co., Ltd. Represented by: Shih-MingLiu	144,179,970
Director	198210XXXX	Foster Chiang	143,004,303
Independent Director	K10124XXXX	Chang, Horng-Yan	141,487,288
Independent Director	12333	Weng, Ming-Jeng	139,090,907
Independent Director	Q12012XXXX	Chiang, Fong-Nien	138,324,080

F. Matters for Discussion (B)

Proposal to Release the Newly-Elected Directors from Non-Competition Restrictions (Proposed by the Board of Directors)

Descriptions:

(1)According to Article 30.4 of the M&A, Director who engages in conduct either for himself or on behalf of another person within the scope of the Company's business, shall disclose to the shareholders, at a general meeting prior to such conduct, a summary of the major elements of such interest and obtain the ratification of the shareholders at such general meeting by a Supermajority Resolution vote. It is proposed to release the newly-elected Directors from

-20-

any restrictions on their participation in the matters within or similar to the scope of the Company's business for himself or on behalf of others since the date of the appointment as Directors.

(2) Please see the attached Exhibit 7 for the list of companies the director may have interest in.

(3) Please resolve.

Resolution:

Voting Results:

Shares present at the time of voting: 194,510,472

(1) Director : Chao-Juei Chiang

Resolution: Voting Results: Shares present at the time of voting: 194,510,472 (1)Director: Chao-JueiChiang
VotingResults	% of therepresented share present
Votes in favor: 172,399,451 votes (including 81,347,119 votes castedinelectronicform)	88.63
Votes against: 51,007votes (including 51,007 votes castedinelectronicform)	0.03
Votesabstainedinelectronicform:19,254,013votes	9.90

(2) Director : Capable Way Investments Limited Represented by :Chung,Yi-Hua

VotingResults	% of therepresented share present
Votes in favor: 172,392,451 votes (including 81,347,119 votes castedinelectronicform)	88.63
Votes against: 51,007 votes (including 51,007votes castedinelectronicform)	0.03
Votesabstainedinelectronicform:19,254,013 votes	9.90

(3) Director : Foster Chiang

(3)Director:FosterChiang
VotingResults	% of therepresented share present
Votes in favor: 172,399,451 votes (including 81,347,119 votes castedinelectronicform)	88.63
Votes against: 51,007 votes (including 51,007votes castedinelectronicform)	0.03
Votesabstainedinelectronicform:19,254,013 votes	9.90

(4) Independent Director: Weng, Ming-Jeng

(4)Independent Director: Weng,Ming-Jeng
VotingResults	% of therepresented share present
Votes in favor: 172,392,451 votes (including 81,347,119 votes castedinelectronicform)	88.63

-21-

Votes against: 51,007 votes (including 51,007votes castedinelectronicform)	0.03
Votes abstained in electronic form: 19,254,013 votes	9.90

(5) Independent Director: Chiang, Fong-Nien

(5)Independent Director: Chiang,Fong-Nien
VotingResults	% of therepresented share present
Votes in favor: 172,392,451 votes (including 81,347,119 votes castedinelectronicform)	88.63
Votes against: 51,007 votes (including 51,007votes castedinelectronicform)	0.03
Votes abstained in electronic form: 19,254,013votes	9.90

E. Ad Hoc Motion

(Questions raised by the shareholders and management’s responses are omitted)

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

F. Adjournment

This shareholders meeting minutes is a summary of the meeting. Video records may be referenced for details of the event, the procedures, and shareholder statements.

Chairman Secretary

Chiang, Chao-Juei Chang, Chia-Wei

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�� Exhibit(s)

-23-

�� Exhibit 1

TPK Holding Co., Ltd. ��

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�� Exhibit 3.

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TPK Holding Co., Ltd. �� 104 �� 103 � 12 � 31 �

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�� 104�12�31� 103�12�31� �� �� � � � � � � � � � � �� 1100 �� $ 16,393,296 14 $ 29,539,623 19 1147 �� 16,786,560 14 16,736,884 11 1170 �� 12,269,629 11 13,809,555 9 1200 �� 5,522,002 5 6,785,621 5 1220 �� 820,674 1 376,172 - 130X �� 8,737,305 8 7,179,669 5 1470 �� 504,223 - 220,018 - 11XX �� 61,033,689 53 74,647,542 49 �� 1543 �� 150,011 - 150,000 - 1550 �� 176,384 - 1,011,978 1 1600 �� 48,030,343 42 63,611,168 42 1760 �� 423,671 - 479,020 - 1780 �� 177,116 - 1,129,662 1 1840 �� 2,015,039 2 1,620,912 1 1915 �� 1,251,503 1 7,962,283 5 1920 �� 81,399 - 113,646 - 1985 �� 1,888,284 2 1,994,552 1 1990 �� 285 - 2,007 - 15XX �� 54,194,035 47 78,075,228 51 1XXX �� $ 115,227,724 100 $ 152,722,770 100 � � � � � � � �� 2100 �� $ 39,549,609 35 $ 52,686,331 35 2120 �� 111,605 - 144,324 - 2170 �� 14,153,518 12 19,383,188 13 2180 �� 802,384 1 1,156,853 1 2213 �� 2,041,961 2 4,043,135 3 2219 �� 2,923,310 3 3,421,155 2 2230 �� 94,487 - 175,253 - 2252 �� 1,390,156 1 1,398,167 1 2255 �� 4,770 - 129,576 - 2320 �� 7,190,754 6 12,565,195 8 2399 �� 154,651 - 202,422 - 21XX �� 68,417,205 60 95,305,599 63 �� 2530 �� 7,850,150 7 - - 2540 �� 4,828,984 4 7,927,524 5 2570 �� 2,583,081 2 3,295,993 2 2640 �� 13,011 - 21,910 - 2645 �� 8,715 - 8,680 - 2655 �� - - 11,907 - 25XX �� 15,283,941 13 11,266,014 7 2XXX �� 83,701,146 73 106,571,613 70 �� 3110 �� 3,516,318 3 3,312,948 2 3200 �� 21,483,184 19 16,839,470 11 �� 3310 �� 3,952,487 3 3,952,487 3 3350 �� ( 1,161,660) ( 1) 19,003,511 12 3300 �� 2,790,827 2 22,955,998 15 �� 3410 �� 3,746,515 3 2,226,093 2 3425 �� - - ( 1,339) - 3400 �� 3,746,515 3 2,224,754 2 3500 �� ( 433,358) - - - 31XX �� 31,103,486 27 45,333,170 30 36XX �� 423,092 - 817,987 - 3XXX �� 31,526,578 27 46,151,157 30 �� $ 115,227,724 100 $ 152,722,770 100 �� �� �� ��		�� 103�12�31� �� ��
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TPK Holding Co., Ltd. �� 104 �� 103 � 1 � 1 �� 12 � 31 �

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104�� � � � � 4100 �� �� $ 121,363,612 5110 �� �� �� �� 127,924,827 5900 �� ( 6,561,215) �� �� �� 6100 �� 989,814 6200 �� 9,477,143 6300 �� 1,326,257 6000 �� 11,793,214 6900 �� ( 18,354,429) �� 7010 �� 505,506 7100 �� �� 915,992 7190 �� �� 183,573	104��		� 100 105 5) 1 8 1 10 15) - 1 -	103�� �� ��	103�� �� ��
				� � $ 129,516,919 119,035,192 10,481,727 902,374 4,451,779 4,983,003 10,337,156 144,571 1,022,574 1,310,941 148,638		�
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-30-

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104�� � � � � 7225 �� �� $ 60,451 7230 �� �� - 7190 �� �� 942,356 7050 �� �� �� ( 1,273,754 ) 7590 �� �� ( 102,017 ) 7540 �� �� ( 1,194,717 ) 7630 �� ( 321,945 ) 7635 �� �� �� ( 120,800 ) 7671 �� �� ( 1,047,847 ) 7679 �� ( 1,122,548 ) 7770 �� �� �� ( 88,863) 7000 �� �� ( 2,664,613) 7900 �� ( 21,019,042 ) 7950 �� �� 943,357 8200 �� ( 20,075,685) ��	104��	� - - 1 ( 1 ) - ( 1 ) - - ( 1 ) ( 1 ) - ( 2) ( 17 ) 1 (16)	103�� �� ��	103�� �� ��
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-31-

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-32-

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� � �� A10000 �� A20010 �� A20100 �� A20200 �� A20300 �� A20400 �� �� A20900 �� A21200 �� A21900 �� A22300 �� �� A22500 �� �� A22800 �� A23200 �� A23500 �� A23700 �� A23800 �� A24200 �� A29900 �� A29900 �� A29900 �� A30000 �� A31130 �� A31180 �� A31200 �� A31240 �� A32150 �� A32160 �� A32180 �� A32200 �� A32230 �� A32240 �� A33000 �� A33100 �� A33500 �� AAAA ��	104�� ( $ 21,019,042 ) 9,574,077 128,214 1,202,187 167,655 1,273,754 ( 915,992 ) 292,441 88,863 ( 103,224 ) ( 69 ) ( 60,451 ) 1,047,847 18,268,441 ( 327,116 ) 44,532 972,835 25,630 ( 150,158 ) 1,495,093 922,020 ( 1,469,601 ) ( 306,442 ) ( 5,257,743 ) ( 354,470 ) ( 465,065 ) ( 34,420 ) 143,846 ( 1,815) 5,181,827 1,016,262 ( 688,603) 5,509,486	103��
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B00600	��	( $	49,178 )	( $ 7,477,769 )
B01200	��		-	(	150,000 )
B01800	��	(	295,822 )		-
B01900	��		193,539		-
B02200	��	(	88,751 )		-
B02300	��		3,528		-
B02700	��	(	575,287 )	(	3,688,691 )
B02800	��		371,393		8,899
B03700	��		31,083		34,450
B04100	��	(	661,747 )	(	1,107,750 )
B04500	��	(	17,763 )	(	112,903 )
B04600	��		793		6,139
B04800	��		175	(	1,696 )
B07100	��	(	5,276,309 )	(	9,585,529 )
B07300	��	(	3,180)	(	531,646)
BBBB	��	(	6,367,526)	(	22,606,496)
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C00100	��	(	14,577,565 )		10,509,340
C01200	��		7,781,249		-
C01300	��	(	7,494,360 )	(	11,091,658 )
C01600	��		7,008,425		3,511,367
C01700	��	(	8,982,697 )	(	4,071,928 )
C03000	��		35	(	25,615 )
C03800	��		-	(	7,729 )
C04300	��		-	(	2,991 )
C04500	��	(	165,692 )	(	1,646,549 )
C04600	��		4,112,916		-
C04800	��		31,947		192,918
C04900	��	(	433,358 )		-
C05600	��	(	1,043,316 )	(	1,133,280 )
C05800	��	(	378,796)	(	424,324)
CCCC	��	(	14,141,212)	(	4,190,449)
DDDD	��		1,852,925		2,517,895
EEEE	��	(	13,146,327 )	(	8,759,770 )
E00100	��		29,539,623		38,299,393
E00200	��	$	16,393,296	$ 29,539,623
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TPK Holding Co., Ltd.
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2015 �12 �31 �
	��
��	635,340,933
��	(7,241)
��	635,333,692
��	215,682
��	635,549,374
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-37-

Exhibit 4

TPK Holding Co., LTD DEFICIT COMPENSATION STATEMENT Year 2015

Year 2015
	(Unit�$US)
Unappropriated retained earnings of prior years	635,340,933
The effective of retrospective application of new accounting standards	(7,241)
Unappropriated retained earnings of prior years after adjustments	635,333,692
The adjustment of remeasurement of defined benefit plans	215,682
Unappropriated retained earnings after adjustments	635,549,374
Y2015 net loss after tax	(618,371,900)
Distributable net profit	17,177,474
No dividends to shareholders
The ending balance of unappropriated retained earnings	17,177,474

Chairman: Chiang, Chao-Juei Executive:Chung,Yi-Hua

Accounting Manager: Liu, Hsi-Liang

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TPK Holding Co. Ltd.

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Exhibit 5

TPK Holding Co., Ltd. Plan for Private Placement and Conversion of Overseas Unsecured Convertible Bonds (tentative)

A. Total issue amount

The maximum issue amount for the convertible corporate bond ("Bonds") is USD100,000,000. The par value is USD●, and the issue price may not be lower than 80% of the theoretical price.

B. Issue terms

The issue term is ● years.

C. Coupon rate

The annual coupon rate is 0%-5%.

D. Date and repayment of principle

Unless the Bonds have been previously converted, redeemed, or repurchased and canceled, the Company will repay the Bonds, in whole, in cash on the maturity date with an amount equal to the principal amount or plus an yield.

E. Issue method

The Bonds will be privately placed outside the Republic of China in accordance with the laws and regulations of the country where the private placement takes place and the international market practice.

F. Price and method of conversion

The conversion price may not fall below 80% of the closing price of the common shares of the Company on the Taiwan Stock Exchange ("TWSE") on the price determination date, or the simple average closing price of either one, three or five business days before the price determination date and after adjustment for any distribution of stock dividends, cash dividends or capital reduction, or 80% of the simple average closing price of the common shares for thirty business days before the price determination date and after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

For the actual private placement price, it is proposed that the shareholders to resolve to authorize the Board of Directors to determine in accordance with relevant laws and regulations. After the issuance of the Bonds, the conversion price will be subject to adjustment in the event of the increase of number of the Company's issued or privately placed common shares

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(including but not limited to capital increase for cash (through public offering or private placement), surplus, capital reserve, corporate mergers or acceptance of newly-issued shares issued by other companies, stock splits and capital increase for cash to sponsor the issuance of overseas depositaries shares), the distribution of cash dividends, the issuance or private placement of securities with rights of conversion or subscription at a price below the then market price per share, or capital deduction due to cancellation of treasury shares..

Except during a period where the Company is required to close its stock transfer books under the relevant laws, a holder of Bonds may exercise the conversion rights to convert the Bonds into common shares of the Company at any time after � months from the issue date and prior to ten days before the maturity.

G. Early redemption at the option of the Company

The Company may choose not to include the terms of early redemption of the Bonds at the option of the Company, or, may choose to early redeem the outstanding Bonds in cash with an amount equal to the principal amount or plus an yield under the following circumstances:

If the outstanding amount of the Bonds falls below 10% of the total amount of the originally issued Bonds after one year from the issue date and prior to 40 days before the maturity.
If the closing price of the Company's common shares on the TWSE exceeds the conversion price then in effect by 130% (inclusive) or more for 30 consecutive business days after one year from the issue date and prior to 40 days before the maturity.

H. Redemption at the option of the holder of the Bonds

The Company may choose not to include the terms of redemption at the option of the holders of the Bonds, or, may choose to include the terms that after ● months from the issue date, a holder of the Bonds may request the Company to redeem the Bonds, in whole or in part, at a price calculated at an annual yield of ●%.

I. Public offering for shares converted from the Bonds

The shares converted from the Bonds may be filed with the Financial Supervisory Commission for a public offering after three years from the delivery date of the Bonds, and an application may be submitted to the TWSE for trading of the shares on the TWSE.

J. Applicable laws

The issuance, administration, and disposal of the Bonds shall be subject to the laws of [the State of New York]. The approval for private placement and exercise of conversion rights for the Bonds shall be conducted in accordance with the laws of the Republic of China and shall be subject to the restrictions under the laws of the Republic of China.

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K. Selling restrictions

The Bonds may not be offered, sold, or delivered in the Republic of China. The Bonds shall be privately placed according to the laws and regulations of the country outside of the Republic of China where the private placement takes place.

L. Taxes

According to the current laws of the Republic of China, a 0.3% securities transaction tax shall be levied upon the sale of common shares of the Company; if the seller is a company established in accordance with the laws and regulations of the Republic of China, or a foreign profit-seeking enterprise with a fixed business place or with a business agent in the Republic of China, such seller may be subject to the income basic tax calculated in accordance with the Income Basic Tax Act.
In case of any amendment to relevant tax regulations of the ROC and Cayman Island, all tax matters shall be construed in accordance with the then prevailing laws.

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`【附件六】`

`資金貸與他人作業辦法修訂前後條文對照表`

`修正條文`		`現行條文`	`現行條文`
`(調整項次)` 6.1 `資金貸與對象，` 6.1.1 `本公司或子公司資金貸業務往來者，貸與金額以` `不超過雙方間業務往來金額為限。所稱業務往來` `係指一年內雙方銷貨或進貨孰高者。` 6.1.2 `貸與有短期融通資金需要者。`	6.1.3 `資金貸與個別對象之限額，` (1)`本公司或子公司資金貸業務往來者，貸與` `金額以不超過雙方間業務往來金額為` `限。所稱業務往來係指一年內雙方銷貨或` `進貨孰高者。` (2)`貸與有短期融通資金需要者，以貸與公司` `淨值百分之四十為限。`

`(調整項次)` 6.1.3 `本公司因短期融通資金必要而從事資金貸與者，` `以下列情形為限：` (1)`本公司採權益法評價之被投資公司因償還銀行` `借款、購置設備或營業週轉需要者。` (2)`本公司非採權益法評價之被投資公司或本公司` `之關係企業因償還銀行借款、購置設備或營業週` `轉需要者。` (3)`本公司之從屬公司因轉投資需要，且該轉投資` `事業與本公司所營業務相關，有助本公司未來業` `務發展者。`	6.2 `同左`
`(調整項次)` 6.2 `本公司及子公司資金貸與他人額度之限制：` 6.2.1 `資金貸與他人之總額以本公司淨值百分之五十為` `限，其中貸與有短期融通資金必要者之總金額以` `本公司淨值百分之四十為限。` 6.2.2 `個別公司資金貸與他人之金額以貸與公司淨值百` `分之五十為限，其中貸與有短期融通資金必要者` `之總金額以貸與公司淨值百分之四十為限。`	6.1、6.1.1、6.1.2 `同左`

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6.3 (調整項次) 6.1.4 本公司直接及間接持有表決權股份百分之百之國同左外子公司間， 6.3.1 (1) 因業務往來者：資金貸與總額不得超過貸因業務往來者：資金貸與總額不得超過貸與公司與公司淨值百分之五十；資金貸與個別對象淨值百分之五十；資金貸與個別對象限額依 6.1.1 限額依 6.1.3 . 第一款辦理。第一款辦理。 6.3.2 (2) 因短期融通資金需求者：資金貸與總額不因短期融通資金需求者：資金貸與總額不得超過得超過本公司淨值百分之百為限，個別對象一本公司淨值百分之百五十為限，個別對象貸與貸與限額不得超過本公司淨值之五十為限。一限額不得超過本公司淨值之百分之百為限。

(調整項次)

6.5

循環動用及分次撥貸 6.5 6.5.1 本公司與子公司或各子公司間之資金貸本公司與子公司或各子公司間之資金貸與，應提與，應提董事會決議，董事會得授權董事長董事會決議，董事會得授權董事長對同一貸與對對同一貸與對象於董事會決議之一定額度象於董事會決議之一定額度及不超過一年之期限及不超過一年之期限內分次撥貸或循環動內分次撥貸或循環動用。前項額度以不超過除 6.2 用。前項額度以不超過除 6.1 之規定外，本之規定外，本公司或子公司對單一企業之資金貸公司或子公司對單一企業之資金貸與之授與之授權額度不得超過該公司最近期財務報表淨權額度不得超過該公司最近期財務報表淨值 10% 。管理單位得視借款人資金需求情形，一值 10% 。管理單位得視借款人資金需求情次或分次撥款，借款人亦得一次或分次償還，但形，一次或分次撥款，借款人亦得一次或分借款餘額不得超過董事會核定之最高金額。次償還，但借款餘額不得超過董事會核定之最高金額。

`(調整項次)`

6.6 6.3 作業程序同左 6.6.1 本公司及子公司資金貸與他人時，應就借款人之借款用途、擔保條件、資金貸與他人之必要性及合理性、貸與對象之徵信及風險評估、及對本公司營運風險、財務狀況、股東權益之影響及應否取得擔保品及擔保品之價值評估等，先作詳細之調查與評估後，擬訂貸與之最高金額、期限及計息方式，報請董事會決議後據以辦理撥款。

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`(調整項次)` 6.6.2 `本公司及子公司辦理資金貸與事項，應建立備查` `檔案，就資金貸與之對象、金額、董事會通過日` `期、資金貸放日期及依規定應審慎評估之事項詳` `予登載備查。` `本公司及子公司應評估資金貸與情形並提列適足` `之備抵壞帳，且於財務報表中適當揭露有關資` `訊，並提供相關資料予簽證會計師執行必要之查` `核程序。`	6.8 `同左`
`(調整項次)` 6.6.3 `借款到期，借款人應即還清本息，若未即時清償，` `貸與公司應依法追償進行催討。`	6.6 `同左`
`(調整項次)` 6.6.4 `如有發生逾期且經催討仍無法收回之債權時，財` `務單位應即通知法務單位對債務人採進一步追索` `行動，以確保公司權益。`	6.7 `同左`
`(調整項次)` 6.7 `公告申報` 6.7.1 `各子公司應於每月五日前將上月份資金貸與餘額` `及相關資訊提報本公司，本公司彙總前述資訊後` `與每月十日前將資金貸與資訊輸入指定之資訊申` `報網站。` 6.7.2 `各子公司應於每月五日前將上月份資金貸與餘額` `及相關資訊提報本公司，本公司彙總前述資訊後` `與每月十日前將資金貸與資訊輸入指定之資訊申` `報網站。` (1)`本公司及其子公司資金貸與他人之餘額達該公` `開發行本公司最近期財務報表淨值百分之二十以` `上。` (2)`本公司及其子公司對單一企業資金貸與餘額達` `該本公司最近期財務報表淨值百分之十以上。` (3)`本公司或其子公司新增資金貸與金額達新臺幣`	6.9`、`6.9.1`、`6.9.2 `同左`

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`一千萬元以上且達本公司最近期財務報表淨值百` `分之二以上。` 6.7.3`本公司之子公司非屬台灣公開發行公司` `者，該子公司有`6.7.2 `應公告申報之事項，應由本` `公司為之。`	6.9.3`本公司之子公司非屬台灣公開發行公` `司者，該子公司有`6.9.2 `應公告申報之事` `項，應由本公司為之。`
`(調整項次)` 6.7.4 `本準則所稱事實發生日，係指交易簽約日、付款` `日、董事會決議日或其他足資確定交易對象及交` `易金額之日等日期孰前者。`	6.10 `同左`
`(調整項次)` 6.8 `權責`: 6.8.1`本公司內部稽核人員應至少每季稽核資金` `貸與他人作業執行情形，並作成書面記錄，如發` `現違規情事，應即予糾正。違規情節重大時，應` `即以書面通知審計委員會，並依本公司人事管理` `規定，懲處相關違規人員。` 6.8.2`本公司或子公司因情事變更，致貸與對象不` `符本辦法或法令規定或餘額超限時，應訂定改善` `計劃，，並將相關改善計劃送審計委員會，並依` `計畫時程完成改善。` 6.8.3`本公司對子公司資金貸與他人之控管程序：` (1)`本作業程序適用於本公司及各子公司，各子公` `司若擬將資金貸與他人時，應依本作業辦法進行` `資金貸與。` (2)`子公司應於每月五日前編製「資金貸與備查` `簿」，送本公司核閱。` (3)`子公司內部稽核人員如發現重大違規情事，應` `即以書面通知本公司，本公司應瞭解其處理及跟` `催後續改善情形。若子公司未設立稽核單位，則` `由母公司稽核單位依法令規定執行之。`	6.11、6.11.1、6.11.2、6.11.3 `同左`
`(調整項次)` 6.9 `實施與修訂：` 6.9.1 `本處理程序經審計委員會及董事會同意，並提報` `股東會通過後實施，修訂時亦同。本處理程序訂`	6.12、6.12.1、6.12.2、6.12.3 `同左`

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定後，如遇相關法令變更，應適時配合修正。

6.9.2

本公司已設置獨立董事者，依前項規定將本處理
程序提報董事會討論時，應充分考量各獨立董事
之意見，並將其同意或反對之明確意見及反對之
理由列入董事會議記錄。

6.9.3

本公司已設置審計委員會者，訂定或修正本處理程序，應經審計委員會全體成員 ( 以實際在任者計算之 ) 二分之一以上同意，並提董事會決議。前項如未經審計委員會全體成員 ( 以實際在任者計算之 ) 二分之一以上同意者，得由全體董事 ( 以實際在任者計算之 ) 三分之二以上同意行之，並應於董事會議事錄載明審計委員會之決議。

6.9.4

6.12.4

本辦法制定並經 2010 年 1 月 8 日第二次股東會通本辦法制定並經 2010 年 1 月 8 日第二次股過後實施。東會通過後實施。

第一次修訂，並經 2010 年 4 月 13 日股東會通過。第一次修訂，並經 2010 年 4 月 13 日股東會第二次修訂，並經 2011 年 6 月 9 日股東會通過。通過。第三次修訂，並經 2012 年 3 月 6 日第一次臨時股第二次修訂，並經 2011 年 6 月 9 日股東會東會通過。通過。

第四次修訂，並經 2013 年 5 月 22 日股東會通過。第三次修訂，並經 2012 年 3 月 6 日第一次第五次修訂，並經 2015 年 6 月 12 日股東會通過。臨時股東會通過。第六次修訂，並經 2016 年 5 月 27 日股東會通過。第四次修訂，並經 2013 年 5 月 22 日股東會通過。

第五次修訂，並經 2015 年 6 月 12 日股東會通過。

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Exhibit 6

Comparison Table of Amendments to the Regulations Governing Extending Loans to Others

Proposed Amendments	Current Provisions
(Term Adjustment) 6.1 Entities to which the loans may be granted: 6.1.1 In the event where loans are granted by the Company or its Subsidiaries to other companies or firms having business transactions, the amount of such loan shall not exceed the amount of the business transactions between the parties. The term “business transactions” means the sales or purchases made by the parties within one year, whichever is higher. 6.1.2 In the event it is necessary to extend loans to meet the short-term financing needs of other companies or others.	6.1.3 The limits of the amount of theloans granted to one individual borrower: (1) In the event where loans are granted by the Company or its Subsidiaries to other companies or firms having business transactions, the amount of such loan shall not exceed the amount of the business transactions between the parties. The term “business transactions” means the sales or purchases made by the parties within one year, whichever is higher. (2)In the event it is necessary to extend loans to meet the short-term financing needs of other companies or others,the amount of such loan shall not exceed 40% of the net
	worth of the companies that extends loans.
(Term Adjustment) 6.1.3 The Company may grant loans in case of a need for short-term financing only in case of the following situations: (1)The target borrower, which is deemed as an investee of the Company when being evaluated under equity method, is in need of a loan to repay a bank loan, purchase equipment & facilities or to function as working capital for business operation. (2)The target borrower, which is deemed as an investee of the Companywhen not beingevaluated	6.2�6.2.1�6.2.2�6.2.3 (Same as shown left)

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under equity method or is an affiliated enterprise of the Company, is in need of a loan to repay a bank loan, purchase equipment & facilities or to function as working capital for business operation.

(3)An subordinate company of the Company which is in need of reinvestment and where the target of reinvestment is linked up with the Company’s business operation and such reinvestment proves conducive to the Company in future development.

(Term Adjustment)

6.2 6.1�6.1.1�6.1.2 Limits of the amount of extending loans to others by (Same as shown left) the Company and its Subsidiaries are set forth below:

6.2.1

The total amount of the loans granted to others shall not exceed 50% of the net worth of the Company, among which the total amount of the loans granted to others which are in need of short-term financing funds shall not exceed 40% of the net worth of the Company.

6.2.2

The total amount of the loans granted to others by individual company shall not exceed 50% of the net worth of the company that extends loans, among which the total amount of the loans granted to others which are in need of short-term financing funds shall not exceed 40% of the net worth of the company that extends loans.

(Term Adjustment)

6.3

6.1.4

For loans extending between overseas companies (Same as shown left) which the Company holds directly or indirectly 100% voting shares:

6.3.1 In the event where there is business transaction (1) In the event where there is business with such firms or companies, the amount of the transaction with such firms or companies, the loan shall not exceed 50% of the net worth of the amount of the loan shall not exceed 50% of companies that extends loans; the limits of the loan the net worth of the companies that extends

-50-

amount granted to individual borrower shall be loans; the limits of the loan amount granted to subject to Article 6.1.1 . individual borrower shall be subject to Article 6.1.3 .

(2) In the event of meeting the short-term financing (2) In the event of meeting the short-term needs of other companies or others, the total amount financing needs of other companies or others, of the loan shall not exceed 150% of the Company’s the total amount of the loan shall not exceed net worth, and the amount of the loan granted to 100% of the Company’s net worth, and the individual borrower shall not exceed 100% of the amount of the loan granted to individual net worth of the Company. borrower shall not exceed 50% of the net worth of the Company.

(Term Adjustment)

6.5 Lending on a revolving basis or in installments 6.5.1

6.5

The loans extending by the Company to any of its The loans extending by the Company to any Subsidiaries or between the Subsidiaries shall be of its Subsidiaries or between the Subsidiaries submitted to the Board of Directors for approval and shall be submitted to the Board of Directors the Board of Directors may authorize the Chairman for approval and the Board of Directors may to make the lending to the same party within the authorize the Chairman to make the lending to range resolved by the Board of Directors and in the same party within the range resolved by installments or on a revolving basis within one year. the Board of Directors and in installments or Other than meeting the limit as set forth in Article on a revolving basis within one year. Other 6.2 , the amount of loans extending to one enterprise than meeting the limit as set forth in Article by the Company or any of its Subsidiaries shall not 6.1 , the amount of loans extending to one exceed 10% of the net worth shown on the most enterprise by the Company or any of its recent financial statements of such enterprise. Subsidiaries shall not exceed 10% of the net Where the board of directors officially resolves a worth shown on the most recent financial proposal of a loan case, the Financial Department statements of such enterprise. Where the may appropriate the loan either in one package or in board of directors officially resolves a installments and the borrower may repay the loan proposal of a loan case, the Financial either in one package or in installments as the actual Department may appropriate the loan either in requirements may justify. In any and all one package or in installments and the circumstances, nevertheless, the balance of the loan borrower may repay the loan either in one shall not exceed the maximum approved by the package or in installments as the actual board of directors. requirements may justify. In any and all circumstances, nevertheless, the balance of the loan shall not exceed the maximum approved by the board of directors.

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(Term Adjustment)

6.6 Operating procedures

6.6.1

6.3

Where extending loans to others, the Company and its Subsidiaries shall conduct credit investigation and assess risks by looking into how the borrowers will use the subject loans, terms of collateralization, the indispensability and rationality of the loans to be granted to the target borrowers, the impact upon the Company’s risk in business operation, financial standing, shareholders’ equity, and by conducting appraisal about security and collateral should be obtained, the values of the collateral. After the detailed survey and appraisal are completed, the proposed maximum limit of the loans to be granted, duration and terms for interest shall be submitted to the board of directors. The loans may be granted after the board of directors resolves the final decision.

(Same as shown left)

(Term Adjustment)

6.6.2

6.8

For all cases of loans granted the Company and its (Same as shown left) Subsidiaries, the Company and its Subsidiaries shall establish backup archives which should cover the names of borrowers, amounts of loans, dates on which the board of directors approved the loans, dates on which the loans are appropriated and matters of required appraisal, in detail ready for checking and verification.

FThe Company and its Subsidiaries shall evaluate the loans extending to others and reserve sufficient allowance for bad debts and adequately disclose relevant information in the financial statements and provide external auditors with necessary information for conducting audit.

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(Term Adjustment)

6.6.3

6.6.3 6.6 Once the loan is due, the borrower shall pay the (Same as shown left) principal and interest immediately. If the balance is not paid when it is due, the lender shall collect the claim.

(Term Adjustment)

6.6.4

6.7

Where a granted loan is overdue and where the (Same as shown left) effort to claim for indemnification proves to no avail to recall the creditor’s right (obligatory right), the Financial Department shall immediately inform the Legal Department to take further actions to claim for indemnification to safeguard the interests of the company.

(Term Adjustment)

6.7 Public Disclosure and Filing

6.9 �6.9.1�6.9.2 (Same as shown left)

6.7.1

Each Subsidiary shall, on or before the 5th day of every month, submit the balance of the loan and relevant information of the previous month to the Company. On or before the 10th day of every month, the Company shall upload the balances of loans granted by the Company and its Subsidiaries in the preceding month to the website designated for public disclosure.

6.7.2

In the event that the loans extended to others meet one of the following levels, the Company shall enter the data to the information reporting website designated by the Financial Supervisory Commission (FSC) within two days immediately from the Date of Occurrence:

(1)The aggregate balance of loans to others by the Company and its Subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statement.

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(2)The balance of loans by the Company and its Subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statement. (3)The amount of new loans by the Company or its Subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement. 6.7.3 6.9.3 The Company shall announce and report on behalf The Company shall announce and report on of any Subsidiary thereof that is not a public behalf of any Subsidiary thereof that is not a company of the Republic of China any matters that public company of the Republic of China any such Subsidiary is required to announce and report matters that such Subsidiary is required to pursuant to Article 6.7.2 . announce and report pursuant to Article 6.9.2 .

(Term Adjustment) 6.7.4 6.10 The term “Date of Occurrence” referred in these (Same as shown left) Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date on which the counterparty and monetary amount of the transaction can be confirmed, whichever date is earlier.

(Term Adjustment)

6.8 6.11�6.11.1�6.11.2�6.11.3 Powers and responsibilities: (Same as shown left) 6.8.1

The Company’s internal auditors shall audit the performance of the loans granted to others at least on a quarterly basis and shall work out written records of the audit findings. The internal auditors shall demand rectification if any unlawful practices are found. In case a critical offense is found, the internal auditors shall inform the Audit Committee and impose penalties upon the offenders concerned in accordance with the Company’s regulations governing personnel management. 6.8.2 In case of a change in circumstances which cause

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the balance of outstanding loans to exceed the maximum limit or where the borrower does not satisfy the criteria set forth in these Regulations or relevant regulations, the Company and its Subsidiaries shall work out a corrective action plan and submit such plan to the board of directors for approval through the resolution process. Such corrective action plan shall be served to the Audit Committee. The Company and its Subsidiaries shall complete the corrective action as scheduled in the corrective action plan.

6.8.3

The procedures of the Company to control Subsidiaries in granting loans to others:

(1)These Regulations Governing Extending Loans

to Others applies to the Company and its Subsidiaries. Where a Subsidiary is to grant a loan to another, such Subsidiary shall duly comply with these Regulations Governing Extending Loans to Others as required.

(2)A Subsidiary shall work out the itemized statement of loans granted to others and submit it to the Company for review on or before the 5[th] day of every month.

(3)In case a critical violation is found, the subsidiary’s internal auditor(s) shall report to the Company in writing forthwith. The Company shall, in response, look into the fact and trace the performance of subsequent corrective actions. In the event that the Subsidiary does not set up an audit department, the audit department of the Company may step in pursuant to applicable laws and regulations.

(Term Adjustment)

6.9 Enforcement and amendments 6.12�6.12.1�6.12.2�6.12.3 6.9.1 These Regulations and any amendment hereto (Same as shown left) shall be put into enforcement after being submitted to the Audit Committee and the Board of Directors,

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reported to and approved by the shareholders’ meeting. If there is any change to the applicable laws and regulations after the enactment of these Regulations, these Regulations shall be amended accordingly.

6.9.2 If the Company has independent director(s), when submitting these Regulations to the Board of Directors for discussion as set forth in the preceding paragraph, the opinions of independent director(s) shall be taken into consideration, and their opinions and reasons of agreement and objection shall be recorded in the meeting minutes of Board of Directors.

6.9.3 If the Company has established the Audit Committee, any enactment or amendment to these Regulations shall be approved by a majority of all incumbent members of the Audit Committee and submitted to the Board of Directors for approval. If the enactment or amendment in the preceding paragraph has not been approved by a majority of all incumbent members of the Audit Committee, such enactment or amendment may be approved by no less than two-thirds of all incumbent members of the Board of Directors and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors.

(Term Adjustment)

6.9.4

These regulations were enacted and approved by the 2nd shareholders' meeting held on January 8, 2010.

The first amendment was approved by the shareholders' meeting held on April 13, 2010. The second amendment was approved by the shareholders' meeting held on June 9, 2011. The third amendment was approved by the

extraordinary shareholders’ meeting held on March 6, 2012.

The fourth amendment was approved by the shareholders’ meeting held on May 22, 2013

6.12.4

These regulations were enacted and approved by the 2nd shareholders' meeting held on January 8, 2010.

The fourth amendment was approved by the shareholders’meeting held on May 22, 2013

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The fifth amendment was approved by the The fifth amendment was approved by the shareholders' meeting held on June 12, 2015. shareholders' meeting held on June 12, 2015. The sixth amendment was approved by the shareholders' meeting held on May 27, 2016.

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Exhibit 6.

Regulations Governing Extending Loans to Others

1. Objectives:

These Regulations are duly enacted to govern all operating procedures when the Company or any of its Subsidiaries extends loans to others. Any matters not provided for herein shall be subject to the applicable laws and regulations.

2. Scope:

Except in the situations enumerated below, under no circumstances shall the Company or any of its Subsidiaries extend loans to a shareholder or others:

2.1. Where extending loans to other companies or firms having business relationship.
2.2. Where it is necessary to extend loans to meet the short-term financing needs of other companies or others.
- The term “short-term” as set forth herein denotes one year or one business term in case of a company whose business term is longer than one year.
2.3. Overseas companies which the Company holds directly or indirectly 100% voting shares may extend loans to each other.

3. Definition:

3.1. The term “Company” refers to TPK Holding Co., Ltd. (TPKH).
3.2. The term “Subsidiary and Parent” refer to the definitions under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
3.3. The term “Net Worth” refers to, in the event that the financial statements of a public company are prepared in accordance with the International Financial Reporting Standards (IFRS), the equity attributable to owners of the Parent to be disclosed in the balance sheet in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

4. Scope of Application:

The Company and its Subsidiaries

5. Management Department:

Financial Department of the Company

6. Operating procedures:

6.1. Entities to which the loans may be granted:
6.1.1. In the event where loans are granted by the Company or its Subsidiaries to other companies or firms having business transactions, the amount of such loan shall not exceed the amount of the business transactions between the parties. The term “business transactions” means the sales or purchases made by the parties within one year, whichever is higher.

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  - 6.1.2. In the event it is necessary to extend loans to meet the short-term financing needs of other companies or others, the amount of such loan shall not exceed 40% of the net worth of the companies that extends loans.

6.1.3 The Company may grant loans in case of a need for short-term financing only in case of the following situations:

 - (1)The target borrower, which is deemed as an investee of the Company when being evaluated under equity method, is in need of a loan to repay a bank loan, purchase equipment & facilities or to function as working capital for business operation.

 - (2) The target borrower, which is deemed as an investee of the Company when not being evaluated under equity method or is an affiliated enterprise of the Company, is in need of a loan to repay a bank loan, purchase equipment & facilities or to function as working capital for business operation.

 - (3) An subordinate company of the Company which is in need of reinvestment and where the target of reinvestment is linked up with the Company’s business operation and such reinvestment proves conducive to the Company in future development.

6.2. Limits of the amount of extending loans to others by the Company and its Subsidiaries are set forth below:
- 6.2.1. The total amount of the loans granted to others shall not exceed 50% of the net worth of the Company, among which the total amount of the loans granted to others which are in need of short-term financing funds shall not exceed 40% of the net worth of the Company.
- 6.2.2. The total amount of the loans granted to others by individual company shall not exceed 50% of the net worth of the company that extends loans, among which the total amount of the loans granted to others which are in need of short-term financing funds shall not exceed 40% of the net worth of the company that extends loans. 6.3. Where extending loans to others, the Company and its Subsidiaries shall conduct credit investigation and assess risks by looking into how the borrowers will use the subject loans, terms of collateralization, the indispensability and rationality of the loans to be granted to the target borrowers, the impact upon the Company’s risk in business operation, financial standing, shareholders’ equity, and by conducting appraisal about security and collateral should be obtained, the values of the collateral. After the detailed survey and appraisal are completed, the proposed maximum limit of the loans to be granted, duration and terms for interest shall be submitted to the board of directors. The loans may be granted after the board of directors resolves the final decision.

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6.3. For loans extending between overseas companies which the Company holds directly or indirectly 100% voting shares:
6.3.1. In the event where there is business transaction with such firms or companies,
- the amount of the loan shall not exceed 50% of the net worth of the companies that extends loans; the limits of the loan amount granted to individual borrower shall be subject to Article 6.1.1.
6.3.2. In the event of meeting the short-term financing needs of other companies or others, the total amount of the loan shall not exceed 150% of the Company’s net worth, and the amount of the loan granted to individual borrower shall not exceed 100% of the net worth of the Company.
6.4. Duration of loans and calculation of interest:
6.4.1. A loan granted by the Company and its Subsidiaries for the reason of business transactions shall be in duration not longer than three years. In case of loan granted for the reason that there is a need of short-term financing, it shall be in duration not longer than one year, provided that the duration of loans may be longer in case that the actual business term is longer than one year.
6.4.2. In the event where the loans are granted between the 100% owned overseas companies of the Company, whether directly or indirectly, the duration of loans shall not be longer than three years and shall be exempt from the limits set of in the above Article 6.4.1.
6.4.3. The interest rate of a loan granted shall not be lower than the lowest interest rate for loans prevalent in general financial institutions.
6.5. Lending on a revolving basis or in installments
6.5.1. The loans extending by the Company to any of its Subsidiaries or between the Subsidiaries shall be submitted to the Board of Directors for approval and the Board of Directors may authorize the Chairman to make the lending to the same party within the range resolved by the Board of Directors and in installments or on a revolving basis within one year. Other than meeting the limit as set forth in Article 6.2 , the amount of loans extending to one enterprise by the Company or any of its Subsidiaries shall not exceed 10% of the net worth shown on the most recent financial statements of such enterprise. Where the board of directors officially resolves a proposal of a loan case, the Financial Department may appropriate the loan either in one package or in installments and the borrower may repay the loan either in one package or in installments as the actual requirements may justify. In any and all circumstances, nevertheless, the balance of the loan shall not exceed the maximum approved by the board of directors.

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6.6. Operating procedures
- 6.6.1. Where extending loans to others, the Company and its Subsidiaries shall conduct credit investigation and assess risks by looking into how the borrowers will use the subject loans, terms of collateralization, the indispensability and rationality of the loans to be granted to the target borrowers, the impact upon the Company’s risk in business operation, financial standing, shareholders’ equity, and by conducting appraisal about security and collateral should be obtained, the values of the collateral. After the detailed survey and appraisal are completed, the proposed maximum limit of the loans to be granted, duration and terms for interest shall be submitted to the board of directors. The loans may be granted after the board of directors resolves the final decision. 6.7. Where a granted loan is overdue and where the effort to claim for indemnification proves to no avail to recall the creditor’s right (obligatory right), the Financial Department shall immediately inform the Legal Department to take further actions to claim for indemnification to safeguard the interests of the company.
6.6.2. For all cases of loans granted the Company and its Subsidiaries, the Company and its Subsidiaries shall establish backup archives which should cover the names of borrowers, amounts of loans, dates on which the board of directors approved the loans, dates on which the loans are appropriated and matters of required appraisal, in detail ready for checking and verification.
```
 - The Company and its Subsidiaries shall evaluate the loans extending to others and reserve sufficient allowance for bad debts and adequately disclose relevant information in the financial statements and provide external auditors with necessary information for conducting audit.
```
6.6.3. Once the loan is due, the borrower shall pay the principal and interest immediately. If the balance is not paid when it is due, the lender shall collect the claim.
6.6.4. Where a granted loan is overdue and where the effort to claim for indemnification proves to no avail to recall the creditor’s right (obligatory right), the Financial Department shall immediately inform the Legal Department to take further actions to claim for indemnification to safeguard the interests of the company.
6.7. Public Disclosure and Filing
6.7.1. Each Subsidiary shall, on or before the 5th day of every month, submit the balance of the loan and relevant information of the previous month to the Company. On or before the 10th day of every month, the Company shall

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upload the balances of loans granted by the Company and its Subsidiaries in the preceding month to the website designated for public disclosure.

6.7.2. In the event that the loans extended to others meet one of the following levels, the Company shall enter the data to the information reporting website designated by the Financial Supervisory Commission (FSC) within two days immediately from the Date of Occurrence:
- (1)The aggregate balance of loans to others by the Company and its Subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statement.
- (2)The balance of loans by the Company and its Subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statement.
- (3)The amount of new loans by the Company or its Subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement.
6.7.3. The Company shall announce and report on behalf of any Subsidiary thereof that is not a public company of the Republic of China any matters that such Subsidiary is required to announce and report pursuant to Article 6.7.2
6.7.4. The term “Date of Occurrence” referred in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date on which the counterparty and monetary amount of the transaction can be confirmed, whichever date is earlier.
6.8. Powers and responsibilities:
6.8.1. The Company’s internal auditors shall audit the performance of the loans granted to others at least on a quarterly basis and shall work out written records of the audit findings. The internal auditors shall demand rectification if any unlawful practices are found. In case a critical offense is found, the internal auditors shall inform the Audit Committee and impose penalties upon the offenders concerned in accordance with the Company’s regulations governing personnel management.
6.8.2. In case of a change in circumstances which cause the balance of outstanding loans to exceed the maximum limit or where the borrower does not satisfy the criteria set forth in these Regulations or relevant regulations, the Company and its Subsidiaries shall work out a corrective action plan and submit such plan to the board of directors for approval through the resolution process. Such corrective action plan shall be served to the Audit Committee. The Company and its Subsidiaries shall complete the corrective action as scheduled in the corrective action plan.

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6.8.3. The procedures of the Company to control Subsidiaries in granting loans to others:
- (1) These Regulations Governing Extending Loans to Others applies to the Company and its Subsidiaries. Where a Subsidiary is to grant a loan to another, such Subsidiary shall duly comply with these Regulations Governing Extending Loans to Others as required.
- (2) A Subsidiary shall work out the itemized statement of loans granted to others and submit it to the Company for review on or before the 5[th] day of every month.
6.9. Enforcement and amendments
6.9.1. These Regulations and any amendment hereto shall be put into enforcement After being submitted to the Audit Committee and the Board of Directors, reported to and approved by the shareholders’ meeting. If there is any change to the applicable laws and regulations after the enactment of these Regulations, these Regulations shall be amended accordingly.
6.9.2. If the Company has independent director(s), when submitting these Regulations to the Board of Directors for discussion as set forth in the preceding paragraph, the opinions of independent director(s) shall be taken into consideration, and their opinions and reasons of agreement and objection shall be recorded in the meeting minutes of Board of Directors.
6.9.3. If the Company has established the Audit Committee, any enactment or amendment to these Regulations shall be approved by a majority of all incumbent members of the Audit Committee and submitted to the Board of Directors for approval. If the enactment or amendment in the preceding paragraph has not been approved by a majority of all incumbent members of the Audit Committee, such enactment or amendment may be approved by no less than two-thirds of all incumbent members of the Board of Directors and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors.
6.9.4. These regulations were enacted and approved by the 2nd shareholders' meeting held on January 8, 2010.
- The first amendment was approved by the shareholders' meeting held on April 13, 2010.
- The second amendment was approved by the shareholders' meeting held on June 9, 2011.

The third amendment was approved by the extraordinary shareholders’ meeting held on March 6, 2012.

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The fourth amendment was approved by the shareholders’ meeting held on May 22, 2013

The fifth amendment was approved by the shareholders' meeting held on June 12, 2015.

The sixth amendment was approved by the shareholders' meeting held on May 27, 2016.

7. Highlights of management:

7.1. Whether the loan of the fund has been approved by the Board of Directors.
7.2. Whether the Regulations Extending Loans to Others have been approved by the Board of Directors.
7.3. Whether the record books have been duly worked out to cover the granted loans.
7.4. Whether the Company has urged its Subsidiaries to work out “Regulations Governing Extending Loans to Others” as required.

8. Regulations for reference:

8.1. Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

9. Forms used:

9.1. Record Book of Loans Granted.

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��	��	TES Touch Embedded Solutions (Xiamen) Inc.�� ��POS/POI/ATM��
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�� ��	��	�� ��

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Exhibit 7

List of companies the Director

Title	Name	List of companies the director may have interest in
Director	Chao-Juei Chiang	TES Technology (Hong Kong) Limited - Director TES Touch Embedded Solutions (Xiamen) Inc.–Director The two companies are engaged in: OEM related to POS/POI/ATM
	Capable Way Investments Limited Represented by :Chung,Yi-Hua	CIPHERLAB Co., Ltd.–Director The company is engaged in: manufacturing and sale of automatic identification scanners and data collectors, and importing and manufacturing of controlled telecommunications radio frequencydevices
	Foster Chiang	TES Touch Embedded Solutions (Xiamen) Inc.–Director The company is engaged in: OEM related to POS/POI/ATM
Independent Director	Weng, Ming-Jeng	Egis Technology Inc. - Independent Director The company is engaged in: providing in electronic information software services
	Chiang, Fong-Nien	Neweb Technologies Co., Ltd.–Chairman The company is engaged in: information network related industries

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AI assistant

TPK — AGM Information 2016

52363_rns_2016-07-18_6e58b71b-e697-49c2-9137-f99f70d8fcab.pdf

2016 年股東常會

議事錄

TPK Holding Co., Ltd. 2016 ��������

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伍、選舉事項

案 由：本公司董事改選案。 董事會提

選舉結果：

陸、討論事項二

( 二 ) 法人代表人鍾依華董事

( 三 ) 江明憲董事

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TPK Holding Co., Ltd. (the "Company") 2016 Annual General Shareholders’ Meeting Minutes

1. Chairman’s Statement (omitted)

2. Matters to Report

1. 2015 Business Report

2. Audit Committee's Review Report on 2015 Financia1 Statements

3. Report of the Issuance of Overseas Unsecured Convertible Bonds

4. Report on the Implementation of uByback of the Company's Shares

3. Matters for Approval

Item 1: To approve 2015 Business Report and Consolidated Financial Statements (proposed by the Board of Directors) Descriptions:

Item 2: To approve the Proposal for 2015 Deficit Compensation (proposed by the Board of Directors).

(2) Please resolve.

D. Matters for Discussion (A)

Item 1: Discussion on private placement of common shares for cash and/or overseas convertible bonds (proposed by the Board of Directors)

Minutes of the Special Resolution: the summary of the Company’s response regarding the inquiry from the Securities and Futures Investors Protection Center regarding the private placement herein is as follows:

Item 2: To amend the Regulations Governing Extending Loans to Others (proposed by the Board of Directors)

E. Matters for Election

Proposal for the election of Directors (proposed by the Board of Directors)

(4) Please Vote.

Election Result:

F. Matters for Discussion (B)

Proposal to Release the Newly-Elected Directors from Non-Competition Restrictions (Proposed by the Board of Directors)

Voting Results:

(1) Director : Chao-Juei Chiang

(2) Director : Capable Way Investments Limited Represented by :Chung,Yi-Hua

(3) Director : Foster Chiang

(4) Independent Director: Weng, Ming-Jeng

(5) Independent Director: Chiang, Fong-Nien

E. Ad Hoc Motion

F. Adjournment

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TPK Holding Co., LTD DEFICIT COMPENSATION STATEMENT Year 2015

TPK Holding Co. Ltd.

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TPK Holding Co., Ltd. Plan for Private Placement and Conversion of Overseas Unsecured Convertible Bonds (tentative)

A. Total issue amount

B. Issue terms

C. Coupon rate

D. Date and repayment of principle

E. Issue method

F. Price and method of conversion

G. Early redemption at the option of the Company

H. Redemption at the option of the holder of the Bonds

I. Public offering for shares converted from the Bonds

J. Applicable laws

K. Selling restrictions

L. Taxes

TPK AGM Information 2016

TPK Holding Co., Ltd. 2016 ��

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`伍、選舉事項`

`案由：本公司董事改選案。董事會提`

`選舉結果：`

`陸、討論事項二`

( `二` ) `法人代表人鍾依華董事`

( `三` ) `江明憲董事`

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TPK Holding Co., Ltd. ��

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`【附件六】`

`資金貸與他人作業辦法修訂前後條文對照表`

`(調整項次)`

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