Stock code: 3044

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TRIPOD TECHNOLOGY CORPORATION

2019 Annual Shareholders' Meeting Meeting Handbook

Date: June 21, 2019 Venue: No. 261, Nan Fung Road, Pingzhen District, Taoyuan City Meeting Room of the Industrial Park Management Center, Pingzhen District

		Table of Contents	Table of Contents
Chapter	1	Meeting Procedure..............................................................................................................1
Chapter	2	Meeting Agenda..................................................................................................................2
Chapter	3	Report	Items
		I.	2018 Business Report ............................................................................................3
		II.	Audit Committee's Review Report on the 2018 Final Statement ...........................3
		III.	External Endorsement/Guarantee and Loan of Funds ............................................3
		IV.	The 2018 Employee Remuneration and Remuneration to Directors Report .........4
		V.	Amendments to Rules and Procedures for Board of Directors Meetings ..............4
Chapter	4	Ratification Items
		I.	2018 Final Statement ..............................................................................................5
		II.	Proposal for the Appropriation of 2018 Net Income ..............................................5
Chapter	5	Discussion Items:
		I.	Amendments to Some Provisions of the Company's Operating Procedures for
			Acquisition or Disposal of Assets .........................................................................6
		II.	Amendments to Some Provisions of the Company's Operating Procedures for
			Financial Derivatives Transactions .......................................................................6
		III.	Amendments to Some Provisions of the Company's Regulations Governing the
			Management of Endorsement and Guarantee ........................................................6
		IV.	Amendments to Some Provisions of the Operating Procedures for Lending Funds
			to Other Parties .......................................................................................................6
Chapter	6	Extempore Motions............................................................................................................6
Chapter	7	Attachments
		I.	2018 Business Report .............................................................................................7
		II.	Audit Report by Audit Committee .......................................................................12
		III.	Rules and Procedures for Board of Directors' Meetings ......................................13
		IV.	2018 Final Statement ...........................................................................................17
		V.	Proposal for the Appropriation of 2018 Net Income ...........................................39
		VI.	Comparison Table for the Operating Procedures for the Acquisition and Disposal
			of Assets Before and After Revision ....................................................................40
		VII.	Comparison Table for the Operating Procedures for Financial Derivatives
			Transactions Before and After Revision .............................................................59
		VIII.	Comparison Table for the Regulations Governing the Management of
			Endorsement and Guarantee Before and After Revision ....................................62
		IX.	Comparison Table for the Procedures for Lending Funds to Other Parties Before
			and After Revision ................................................................................................66
Chapter	8	Appendices
		I.	Articles of Association .........................................................................................70
		II.	The Operating Procedures for Acquisition or Disposal of Assets (Before
			Revision) ..............................................................................................................75
		III.	The Operating Procedures for Derivative Products (Before Revision) ................85
		IV.	The Regulations Governing the Management of Endorsement and Guarantee
			(Before Revision) .................................................................................................88
		V.	The Operating Procedures for Lending Funds to Other Parties (Before Revision)
			..............................................................................................................................92
		VI.	The Rules and Procedure for Shareholders' Meetings ..........................................96
		VII.	Information on Employee Remuneration and Remuneration to Directors ..........98
		VIII.	The Impact of Stock dividend Issuance on Business Performance, EPS, and
			Shareholder Rate of Return ..................................................................................98
		IX.	Current Shareholding of Individual and All Directors and Supervisors Registered
			on Shareholders' Meeting Agenda Handbooks ....................................................99

TRIPOD TECHNOLOGY CORPORATION Procedure for the 2019 Annual Meeting of Shareholders

I. Announcement of Meeting
II. Chairman's Address
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extempore Motions
VII. Adjournment

TRIPOD TECHNOLOGY CORPORATION

2019 Annual Shareholders' Meeting Agenda

I. Announcement of Meeting (Attendance in Shares)

II. Chairman's Address

III. Report Items:

2018 Business Report
Audit Committee's Review Report on the 2018 Final Statement
External Endorsement/Guarantee and Loan of Funds
The 2018 Employee Remuneration and Remuneration to Directors Report
Amendments to Rules and Procedures for Board of Directors Meetings

IV. Ratification Items

2018 Final Statement
Proposal for the Appropriation of 2018 Net Income

V. Discussion Items:

Amendments to Some Provisions of the Company's Operating Procedures for Acquisition or Disposal of Assets
Amendments to Some Provisions of the Company's Operating Procedures for Derivative Product Transactions
Amendments to the Company's Regulations Governing the Management of Endorsement and Guarantee
Amendments to Some Provisions of the Operating Procedures for Lending Funds to Other Parties

VI. Extempore Motions

VII. Adjournment

Report Items

I. 2018 Business Report

Please refer to Attachment 1 (page 7-11) for details.

II. Audit Committee's Review Report on the 2018 Final Statement

The Company's financial statements for 2018 were audited by Mr. Chen, Chung Chen, and Mr. Chang, Keng Hsi, of Deloitte & Touche. The final reports, including Financial Statements, Business Reports and proposal for allocation of earnings, have been reviewed by the Audit Committee and hereby submitted the Review Report.
Please refer to Attachment 4 (page 17-21) for the Independent Audits’ Report.
Please refer to Attachment 2 (page 12) for the Audit Committee's Review Report.

III. Report of the Company's External Endorsements/Guarantees Provided and Financing Provided

Endorsements/Guarantees Provided Items:

(Units: In thousands of NT$)

Endorser/ Guarantor	Endorsee/Guarantee	Endorsee/Guarantee	Outstanding Endorsement/ Guarantee at the End of 2018	Ratio of Accumulated Endorsement/Guarantee to Net Equity in the Financial Statements of the Period
	Name	Relationship
Tripod (Wuxi) Electronic Co.,Ltd.	Tripod (Wuxi) Electronic Co.,Ltd.	Self	(Note 1)	-
Tripod (Hubei) Electronic Co.,Ltd.	Tripod (Hubei) Electronic Co.,Ltd.	Self	(Note 2)	-

Note 1: The amounts that Tripod (Wuxi) Electronic Co., Ltd. guaranteed to itself for tariffs is RMB$23,500 thousand. Note 2: The amounts that Tripod (Hubei) Electronic Co., Ltd. guaranteed to itself for tariffs is RMB$30,000 thousand.

2. Financing Provided Items:

Unit: thousand NT$

Lender	Borrower	Balance of Financing Provided at the End of 2018 (Note)	Reasons of Short-term Financing	Relationship with the Borrower
J&J Holding Co., Ltd.	Tripod Overseas Co., Ltd.	492,054	The need for financing operatingcapital	Subsidiary 100% share held by J & J Holding Co., Ltd, subsidiaryof the Company
Tripod Overseas Co., Ltd.	Trison Technology (HK) Limited	30,715	The need for financing operatingcapital	Subsidiary 100% share held by the Company
Tripod Overseas Co., Ltd.	Tripod (Wuxi) Electronic Co., Ltd.	2,610,775	The need for financing operating capital	Subsidiary 100% share held by Tripod International Holding Pte. Ltd, subsidiary of the Company
Tripod Overseas Co., Ltd.	Tripod (Hubei) Electronic Co., Ltd.	5,344,410	The need for financing operatingcapital	Subsidiary 100% share held by Worldwide Holding Pte. Ltd, subsidiaryof the Company
Tripod (Wuxi) Electronic Co., Ltd.	Tripod (Hubei) Electronic Co., Ltd.	759,426	The need for financing operatingcapital	Subsidiary 100% share held by Worldwide Holding Pte. Ltd, subsidiaryof the Company

Note: The highest balance for the period and ending balance represented above are listed in New Taiwan dollars. The highest balance denominated in foreign currencies is translated using the highest prevailing exchange rate; and the ending balance is translated into NTD using the exchange rate as of December 31, 2018: USD/NTD=30.715 and RMB/NTD=4.46721.

IV. 2018 Employees’ Compensation and Remuneration of Directors Report

In accordance with the Company’s Articles of Incorporation No.32, the Company allocated $42,000,000 remuneration of directors and $590,341,864 employees’ compensation. The aforementioned amount was approved by the Company’s board of directors on February 26, 2019, and should all be distributed in cash.

V. Amendments to Rules and Procedures for Board of Directors Meetings

In line with the establishment of the Audit Committee, the Company's “Rules and Procedures for Board of Directors Meetings” are amended.
Please refer to Attachment 3 (page 13-16).

Ratification Items

Proposal 1

Proposed by the Board

Proposal: To accept 2018 Final Statements

Explanation:

I. The Company's 2018 Standalone Financial Statements and the Consolidated Financial Statements have been approved by the Board of Directors and audited by Mr. Chen, Chung Chen CPA and Mr. Chang, Keng Hsi, CPA from Deloitte & Touche.
II. The above financial statements and business reports have been reviewed by the Audit Committee.
III. The above statements refer to Attachment 4 (page 17-38).
IV. Please proceed to be hereby ratified.

Resolution:

Proposal 2

Proposed by the Board

Proposal: To approve the proposal for distribution of 2018 earnings Explanation:

I. The Company's unappropriated retained earnings as of 2018 was NT$17,730,432,193. After the effect of retrospective application and retrospective restatement NT$30,166,003 and the remeasurement of defined benefit plans recognized in retained earnings, the Company had the adjusted retained earnings of NT$2,651,321, and the restatement of NT$17,763,249,517 at the beginning of 2018.
II. The Company's net profit after tax for 2018 was NT$4,938,397,367. After setting aside NT$493,839,737 as legal reserve and NT$488,628,685 as special reserve in accordance with the laws, the balance is NT$3,955,928,945. Adding the undistributed retained earnings at the beginning of the reporting period of NT$17,763,249,517, the distributable earnings in the current period is NT$21,719,178,462. NT$3,101,074,798, should be distributed as bonuses to shareholders (shareholders' share dividends are cash dividends at NT$5.90 per share, rounded down to the nearest dollar, and the sum of the fractional balance is recognized as the Company's other income). For the proposal of distribution of earnings for 2018, refer to attachment 5 (Page 39).
III. After this resolution has been approved by the Shareholder's Meeting, the Board -
of Directors proposed to authorize the Chairman to stipulate the ex dividend date, issuance date and other related matters, which shall be announced according to the law.

Resolution:

Discussion Items

Proposal 1 Proposed by the of Directors

Proposal: Amendments to Some Provisions of the Company's Operating Procedures for Acquisition or Disposal of Assets Explanation: According to the Letter of Financial Supervisory Commission dated November 26, 2018 issued by the Financial Supervisory Commission (No.1070341072), the Company's operating procedures for acquisition or disposal of assets are amended. Please refer to Attachment 6 (Page 40-58) for the comparison table of the amended provisions.

Resolution:

Proposal 2 Proposed by the Board Proposal: Amendments to Some Provisions of the Company's Operating Procedures for Financial Derivatives Disposal. Explanation: According to the Letter of Financial Supervisory Commission dated November 26, 2018 issued by the Financial Supervisory Commission (Letter No. 1070341072), the Company intends to amend the Company's operating procedures for derivative product transactions. Please refer to Attachment 7 (Page 59-61) for the comparison table of the amended provisions.

Resolution:

Proposal 3 Proposed by the Board

Proposal: Amendment to Some Provisions of the Company's Regulations Governing the Endorsements and Guarantees. Explanation: According to the letter of the Financial Supervisory Commission (Letter No. 1080304826) dated March 7, 2019, the Company proposed to amend some provisions of the Company's Regulations Governing the Management of Endorsements and Guarantees. Please refer to Attachment 8 (Page 62-65) for the comparison table of the amended provisions.

Resolution:

Proposal 4 Proposed by the Board Proposal: Amendments to Some Provisions of the Operating Procedures for Financing Provided. Explanation: According to the Letter of Credit-Supervisory-Securities-Financial Supervisory Commission (No. 1080304826) issued by the Financial Supervisory Commission on March 7, 2019, the Company intends to amend some provisions of the Company's Operating Procedures for Financing Provided .Please refer to Attachment 9 (Page 66-69) for the comparison table of the amended provisions.

Resolution:

Extempore Motions

Adjournment

Attachment 1

TRIPOD TECHNOLOGY CORPORATION

Business Report

(I) 2018 Business Report

Implementation results of business plan

18 Business Report Implementation results	Business Report of business plan
Item (thousand NT$)	2018 Year	2017 Year	Change in percentage
Consolidated operating revenue	52,105,683	45,818,601	13.72%
Consolidated operating profit	9,764,495	8,354,941	16.87%
Consolidated net profit before tax	6,525,273	5,542,748	17.73%
Consolidated net profit	4,938,525	4,365,599	13.12%

2. Budget implementation

The major product of the Company are printed circuit boards, and with the main production bases located at Pingzhen Taoyuan Plant, Wuxi Plant, Jiangsu and Xiantao Plant, Hubei. The estimated sales volume of the Company for 2018 was 102,000 thousand sq. ft., while total actual sales volume in 2018 was 96,262,000 sq. ft.

Consolidated financial income and expenditure and profitability analysis

	Analysis Item	2018	2017
Financial Structure	Debt-asset Ratio (%)	54.65	56.25
	The ratio of long-term capital to real estateplant and equipment`（`%`）`	197.56	207.82
Debt-paying ability	Current ratio (%)	140.99	139.37
	Quick ratio (%)	116.81	119.90
	Interest coverage ratio	20.66	26.16
Profitability	Return on assets (%)	7.34	6.81
	Shareholders' return on equity (%)	15.64	14.48
	Income before tax to paid-up capital ratio (%)	124.14	105.45
	Net profit margin (%)	9.47	9.52
	Earnings per share (NT$) - tracking	9.40	8.31

Research and development status

Looking forward to 2019, IDC has provided 10 key trends:

In AI:

(1). The dialogue platform will be integrated with robotics program automation (RPA), with the application in the process of personalized recommendations, automatic file inspection, work automation, labor enhancement and entertainment application services.
(2). The Company will establish an application platform for smart terminals, AI peripheral computing, machine learning, laying a foundation for the “smart”

ecosystem in the future.

(3). Artificial intelligence, quantum computers, final-end small-micro chemical and energy sources represent the important development trends and opportunities for the “environmental intelligence”.

An emphasis of product speed and virtual integration:

(1). With the development of micro service framework, the Service Mesh appears to improve the Company's agility in software development, testing, deployment and updating.
(2). The cloud-based information technology has been fully transformed. It is -
expected that by year 2023, 33% of super large enterprises in Taiwan will assess open virtual framework and 28% of large enterprises adopt the cloud-based collaborative development environment, and 40% of enterprises have its own - -
computer centers or deploy original cloud end technology on cutting edge system.
(3). The digital twin creates the core value for the enterprise. It's expected that the manufacturing industry will gradually enter the digital twin era to solve inconsistency between mass production and customization, while the service industry is the next application industry to optimize customer experience and improve service efficiency.
(4). We deploy 5G market and seek the application demands from the vertical market on a basis of 3D, VR/AR, 4K/8K or holographic projection services. It is expected that the telecom industry will start to employ standalone (SA) network in 2020, with the introduction of 5G base station with high, medium and low frequencies, network slicing and other technology. The fully-automatic smart-powered plant, remote smart medical treatment, driving and transportation system will appear successively.

Changes in corporate thinking:

(1). The security protection mindset is being initiated. The "Threat Life Cycle Management" services are provided, including information security tests before and after the threat, threat intelligence, event response exercises and online security training.
(2). The innovative work model is designed to transform the Company's talent and production process by using mobile devices, smart assistants, augmented reality (AR) and virtual reality (VR), artificial intelligence, and more human resources and production processes.
(3). The value-added services have been demonstrated, and the printer hardware manufacturers will replace the channel and become the provider of corporate services. The “Print-as-a-service (print value-added services”) is expected to become a trend in the future printing industry. This is a shift of the content of the printing contract and changes in the standard of payment. Information security and smart learning become new sales points.

From the overall industry development, the PCB is expected to focus on the following development trends:

(1). In addition to light weight and shorter/smaller trend, the smart portable products -
will also be highly refined in terms of the design of lines and highly interconnected connectivity. In response to the 5G trends, the products will also pose higher requirements for alignment, flatness of plate surface and coplanarity of welding pad, and low Dk, low Df, low CTE and other features in materials.

(2). The high frequency antennas and high frequency transmission lines have been designed to raise the requirements for PCB SI (Signal integrity) and RF (Radio frequency), including selection of Dk, Df materials, antenna graphics and signal line formation capabilities, characteristic impedance control, RF, signal loss and other consideration.
(3). We face several major challenges, including the high density multi layered - -
laminate, the design of the high density multi layered plates, along with SI consideration, selection of materials, and requirements for the accuracy and the ability to deploy the circuit under thick copper.
(4). Micro, multi functional and high density integration is the development trend of electronic products, while PCB is required of being high density, integrated, packaging, fine-tuned and multi-layer. PCB products, such as HDI boards, - -
Flexible board, Rigid Flex board, Semi Flex board, Cavity board, IC packaging boards (BGA, CSP), have become a main trend.
(5). The top 5G products, new energy vehicles and DCDC Converter products mainly requires heat dissipation and high current load, and the application and -
development of the copper and heat dissipating materials, while PI (Power Integrity) Converter is also one of important considerations.
(6). For the 5G antenna, automotive Radar and various sensing products, their management and control capability in material and antenna pattern will be challenging and critical to the product success.

In response to this trend, the Company is committed to full development in the following aspects: A. product development, B. process yield improvement and stability, C. new process technology and equipment material evaluation, and D. industry and academia cooperation development.

(II) Summary of Business Plan for the Current Year

1. Operating policies

(1). Despite the industry recovery, with the launched new application products and growing demand, the global economy is constantly changing. We should cautiously catch up with the industry economic development and strictly control the risks brought by product development and the volatility of the raw materials and exchange rates.
(2). Specialized in PCB, the Company will continuously diversify the application development of terminal products, mitigate the capacity risk, assist customers in risk transfer and establish the core competitiveness based on long-term customer trust.
(3). The Company will continue to expand its market development and technical capabilities in the field of product and process, and cooperate with the customers to expand the fields of raw materials and products in order to build value differentiation among competitors.
(4). We will continue to strengthen recruitment and training programs, implement talent cultivation and improve professional organization and management capabilities, effectively manage the turnover of direct personnel, enhance production efficiency and strengthen production efficiency and reliability.
(5). In response to the continuous increase in labor costs and labor shortage, we will properly arrange for various production facilities and human resources, and seek the optimal model of resources to increase production efficiency by increasing

new automated equipment and add new production capacities in line with the market demand.

(6). We will also stabilize staff turnover, build the technology talent pool, and develop the technology in niche product market.
(7). In consideration of trade tensions and uncertain policies, we prudently assess operating risks and evaluate the branch operation.
Estimated sales volume and supporting info

The main products of the Company are printed circuit boards, and the production capacity is estimated to be approximately 102,000,000 square feet in the current year.

Important production and sales policies
(1). With great changes in customer demands at the final-end and product application in the industry, we prudently plan the capacity expansion and achieve most effective long-term stable business model through improving company-wide capacity utilization ratio, to reduce the risk of customers and product dependence and maintain product diversification for customers.
(2). In response to the diversified customer product line, it is effective to adopt information system management and strictly strengthen the production discipline to promptly control the production progress and changes in customer delivery, reduce inventory and maximize the production and sales revenues.
(3). We will continuously improve process capability and yield, keep leading advantages in production capacity and cost, and enhance production flexibility to maintain delivery accuracy.
(4). We will collect and analyze the potential market growth and the pattern of future product technologies, and provide continuous investment in new production capacity and equipment.
(5). The Company will enhance production process capabilities to maximize the advantages of economies of scale to compete with peers with large-scale production of single products and flexible delivery.
(6). By capitalizing on self-built capacity and adjacent plants, we will share resources across plants and improve capacity utilization in response to extreme changes in the single product industry.
(7). Facing the slow growth of market demand for some terminal products, in addition to reasonably improving market share of existing customers, we will continuously develop new product customers, so as to maintain turnover and profitability.

(III) Future development strategies

The Company has always been committed to the environmental protection, occupational safety and health management, social ethics responsibility and corporate governance, and actively reduced environmental pollution, product hazards and energy consumption problems, and devoted to becoming a sustainable green enterprise.
PCB increasingly faces operating threats, including the increase of raw material prices, fluctuations in exchange rates, strengthened environmental protection regulations, increase in wages costs, labor shortage and the rapid rise of the peer competition and continuous expansion in production capacity. Facing the unstable economic conditions, the operating strategy is focused on broaden sources of income and reduce expenditure

effectively.

As the market size remains large, we will expand capacity, stabilize and expand revenues to increase the market share by strengthening the management competitiveness. We will carefully evaluate and execute the capital expenditure plans.
We will continuously implement operating strategies formulated by the management of the Company:
Committed to the mutual win between customer and the Company.
Committed to the mutual win between employees and the Company.
Committed to the mutual win between manufacturers and the Company.
Committed to the mutual win between shareholders and the Company.
Committed to the mutual win between the society and corporate social responsibility.

(IV) Impact from the external competition, the laws and regulations, and the overall business environment:

1. External Competitive Environment:

The Company faces the competition from a large number of competitors, and the bargaining power is relatively weak with customers. The Company will effectively diversify the product customers, production and inventory costs, which is a condition for the Company to continuously respond to pressure from unfavorable conditions such as price reduction and shortened order visibility. Affected by uncertain factors of global economic development, product demand variability increases, and raw material price changes greatly, making it difficult to control manufacturing costs.

2. Regulatory Environment:

Driven by the environmental protection laws, tax adjustment and wage raise policies, in order to meet the increasingly stringent regulatory requirements, in addition to actively reducing environmental pollution from industrial processes, following proper tax planning and improving automation production capacity, we make efforts on solving the problem of energy and capital consumption, so as to reduce the operating pressure of the industry.

3. Overall Operating Environment:

The IMF (2019/04) estimates that the global economy is expected to maintain a growth rate of 3.3% in 2019. Due to the uncertainty of global political and economic - conditions, the demand for industrial final end consumption is uncertain. We need to prudently respond to the changes in the global manufacturing demand and industry demand. To adapt to such changes, maintain the Company's sustained growth, continuously improve operating efficiency and flexibility, as well as respond to the rapidly changing economic situation by developing niche products and enhance the proportion of new electronic products with high added value, so as to create a new momentum for the Company's sustained growth.

Chairman: Wang, Chiang-Chuang

Attachment 2

TRIPOD TECHNOLOGY CORPORATION Audit Committee’s Review Report

The Board of Directors has submitted the Company's 2018 final report and statements, which have been audited by the CPAs of Deloitte & Touche with the Audit Report issued. The above-mentioned final report has been reviewed by the Audit Committee, with no discrepancy found, and in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please proceed to examine. Sincerely,

2019 Annual Shareholders' Meeting

TRIPOD TECHNOLOGY CORPORATION

Audit Committee: Tai, Hsing-Cheng

Wu, Hong-Cherng

Wu, Yeong-Cheng

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Attachment 3

TRIPOD TECHNOLOGY CORPORATION

Rules and Procedures for Board of Directors Meetings

Article 1: The Rules are hereby formulated pursuant to Article 26-3(8) of the Securities and Exchange Act (hereinafter referred to as the "Act").
Article 2: The Company's major agenda of the Board meeting, operating procedures, particulars to be specified in the minute book, public notice and items to be complied with, shall be handled in accordance with these Rules.
Article 3: The Board of Directors shall meet at least once quarterly in principle. The reasons for calling a Board of Directors' Meeting shall be notified to each director and supervisor (if there is any) at least 7 days in advance. In emergency circumstances, however, a meeting may be called on a shorter notice. The Board of Directors shall convene a meeting by giving a notice in writing, or by means of fax or email. All matters set out in Article 7(1) shall be specified in the notice of the reasons for calling a Board of Directors meeting; none of them may be raised by an extempore motion.
Article 4: The Board of Directors shall hold a meeting at a venue and a time suitable for the Board of Directors' Meeting.
Article 5: The Board of Directors shall be convened on a regular basis. The Board will designate a unit to handle the administrative matters relating to the Company's Board meetings. The meeting agenda and items shall be prepared in advance. The meeting notice shall be given to all directors as per the time limit specified in the preceding provision with sufficient meeting materials provided.
If 2 or more directors find insufficient information regarding the Company's directors or supervisors as required by the preceding paragraph and if an independent director believes the agenda information is incomplete, the Board of Directors shall postpone the discussion of the matters.
When the meeting is in progress, if more than one director find the meeting materials insufficient and agreed by more than one independent director, they shall propose for postponing the discussion of such matters to the Board.
Article 6: The agenda for the Board of Directors meetings shall include at least the following:
I. Report Items: (I) Minutes of the last meeting and the implementation status. (II) Major financial reports.
(III) Internal audit reports and (IV) Other important reporting items.
II. Discussions:
- (I) Discussion items for the last meeting. (II) Items for discussion in the meeting.
III. Extempore Motions
Article 7: The Company shall discuss the following matters:
I. Business plans of the Company.
II. Annual and semi-annual financial reports. However, this provision doesn't apply to the semi-annual financial reports, which need not be examined and certified by a certified public accountant in accordance with the provisions of laws and regulations;
III. Adoption or amendment of an internal control system in accordance with Article 14-1 of the Act, and evaluation of the effectiveness of the internal control system.
IV. Adoption or amendment of the Company's procedures for handling or amendment of assets, derivative product transactions, loaning of funds to other parties, or providing guarantees for other parties in accordance with Article 36-1 of the Act.
V. Offering, issuance, or private placement of equity-type securities.
VI. Appointment and/or dismissal of financial, accounting or internal audit officers; and
VII. A donation to a related party or a major donation to a non-related party. However, a public-interest donation of disaster relief for a major natural disaster may be submitted to the following Board of Directors' Meeting for retroactive recognition.
VIII. Any matter that requires a resolution of a Shareholders’ Meeting or a Board of Directors' Meeting or any major matters as prescribed by the competent authority pursuant to Article 14-3 of the Act or the Articles of Association or other regulations.

The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "substantial donation to a non-related party" means any donation or a series of donations within a one-year period to a single recipient that, on an individual basis or cumulatively, amount to NT$100 million or more, or reach 1% of the net operating revenue or 5% of the paid-in capital as stated in the audited financial reports for the

most recent fiscal year.

The term "within a one-year period" means the period between one year prior to the date of this Board meeting. Amount of the donations already approved by the Board should be excluded.

If the foreign company shares have no par value or a par value other than NT$10, the amount of 5% of paid-in capital in the second paragraph shall be calculated as 2.5% of shareholders' equity. If the Company has independent directors, at least one of the independent directors shall attend the Board Meeting in person. For matters that shall be submitted to the Board of Directors for a resolution as specified in paragraph 1, all independent directors shall attend the meeting. If the independent director is unable to attend the meeting in person, he/she shall appoint other Independent Directors as his/her proxy to attend the meeting. If an independent director has an objection or reservation to the Board of Directors' Meeting, it shall be recorded in the minute book of the Board meeting; if an independent director is unable to attend a meeting to express his/her objection or reservation in person, he/she shall issue a written opinion in advance, and set out in the minutes of the Board of Directors' Meeting.

Apart from matters referred to in Article 1 of the preceding paragraph, which are required to be submitted for discussion by the Board, when the Board delegates any exercise of its powers pursuant to laws or regulations of the Articles of Association, matters such as the level and substance of the delegation shall be concretely and specifically set out. The implementation shall also be reported to the Board. Article 8: When a Board of Directors' Meeting is convened, a signature book shall be available to record the signatures of directors present for reference. A Director shall attend Board Meetings in person. If he or she is unable to attend the meeting in person, he or she may attend the meeting via videoconferencing or appoint another director to attend the meeting as his or her proxy in accordance with the Company’s Articles of Association. Attendance via video conference is deemed to be attendance in person. When a Director appoints another Director to attend a Board Meeting, he or she shall, each time, issue a written proxy. The proxy form shall state therein the scope of authority of such proxy with reference to the subject matters to be discussed as listed in the Board Meeting notice. A Director's proxy as described in the second paragraph may act as a proxy for only one Director. Article 9: The Board of Directors is convened and chaired by the Chairman. However, the first Board of Directors' Meeting shall be convened by the Director who has the most votes on behalf of the Board of Shareholders, and the Chairman shall be the convener. If there are two or more conveners, the Chairman shall be elected from among themselves. In the event that the Chairman of the Board is unable to exercise his or her duties during his or her absence or for cause, the Vice Chairman shall act as his or her proxy. In the absence of the Vice Chairman or if the Vice Chairman is unable to exercise his or her duties during his or her absence or for cause, the Chairman shall appoint a Managing Director to act as his or her proxy. If the Company has no Managing Directors, a Director shall be appointed as proxy. In the absence of such appointment, the proxy shall be elected from among the Managing Directors or Directors. Article 10: The Company shall hold a Board of Directors' Meeting to notify the relevant departments or subsidiaries of the Company to be present depending on the proposal. If necessary, certified public accountants, lawyers or other professionals may be invited to attend the meeting as guests and to make explanatory statements. Provided, however, that they shall leave the meeting when discussion or voting takes place. Article 11: If the majority of the Directors are not present at the schedule commencement time of the meeting, the Chairman of the meeting may announce the postponement of the meeting not more than twice. If a quorum has not been reached after the second postponement, the Chairman may convene a new meeting in accordance with the procedure under Paragraph 2, Article 3 of these Rules. For the purpose of the term "all Directors" as used in the preceding paragraph and in Article 17, Paragraph 2, Subparagraph 2, shall refer to the Directors actually in the office at the given time. Article 12: The Board shall proceed with the procedures set out in the meeting notice. However, the change of the majority of Directors who have been agreed with the consent of a majority of the Directors present at a meeting may be changed. The Chairman shall not announce the adjournment of the meeting without the consent of the majority of the Directors present. During the Board meeting, if the number of Directors present at the meeting is not more than half of the Directors attending the meeting, the Chairman shall declare a suspension of the meeting in accordance with Paragraph 1 of the preceding article. Article 13: The Chairman may declare an end to discussion of a proposal in the agenda if he deems the proposal in discussion is ready for a vote and may then have the proposal voted on. When the Directors are deliberating a resolution to be adopted in a meeting of the Board, the resolution shall be deemed approved and voted on by the Board if all Directors present at the meeting consent to the

passing of such resolution without raising any objection when the Chairman puts forward the relevant resolutions for approval. If, upon the Chairman proposing the relevant resolution for approval, a Director states his or her dissent, the resolution shall be voted on in the manner set out below.

Formal votes may be cast in one of the following manners as determined by the Chairman, provided, however, that when a person present at the meeting voices his or her objection, the decision shall be made according to a majority vote.

I. Vote by show of hands or a vote by voting machine;
II. Roll-call vote;
III. Vote by ballots;
IV. Any other voting method as determined by the Company;
V. When the Board votes for a proposal, the Chairman shall appoint counting personnel and all Directors present shall act as monitoring personnel.

All Directors present at the meeting mentioned in the preceding two paragraphs shall not be a Director who is not entitled to exercise voting rights pursuant to Paragraph 1, Article 15.

Article 14: Unless a higher approval threshold is required under the Securities and Exchange Act and the Company Act, a proposal to be resolved at the Company’s Board meeting shall be approved by consent of more than half of the Directors present at the meeting attended by a majority of all Directors. Results of the votes shall be announced on the spot and recorded.
When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If one of the proposals is passed, the other proposals shall be deemed rejected and no further voting shall be required.

For resolutions of the Board of Directors, if the Company is required to comply with laws and regulations and the major messages stipulated by the competent authority, the Company shall transfer the contents to the Market Observation Post System (MOPS) within the prescribed time.

Article 15: If a Director is in any of the following circumstances related to matters to be discussed at the meeting, he/she shall not participate in the discussion and voting on the proposal and shall abstain himself or herself from discussion and voting on the proposal and cannot exercise the voting right for and on behalf of another Director.
I. For any proposal in which a Director or the legal person he or she represents is an interested party and when his/her interest is likely to compromise the interest of the Company, the Director shall explain the important aspects of his/her interest at the Board meeting.
II. The Directors shall abstain himself or herself.
III. A resolution has been resolved by the Board of Directors.

When the matter is being discussed and resolved, all Directors present at the meeting shall still include Directors prohibited from exercising voting rights in the preceding paragraph.

Article 16: The resolutions of every Board Meeting shall be recorded in the minute book. The minute book shall accurately record the following items:
I. The term, place and time of the meeting.
II. Name of the Chairman.
III. The attendance of the Directors, including the names and numbers of those who are present, on leave, and absent.
IV. The names and titles of the other attendants.
V. The name of the recorder.
VI. Report items: The name, title, and important opinions of the directors, experts and other personnel.
VII. Discussion Items: The discussion items and the results of the proposal, the voting method and the result of each proposed resolution; the summary of opinion by the Directors, experts, and other personnel; the name of any Director that is an interested party as referred to in Paragraph 1 of the preceding Article, an explanation of the important aspects of the relationship of interest, the reasons why the Director was required or not required to enter recusal, and the status of their recusal; any dissenting opinion or abstention with a written statement; any written statement provided by the Independent Directors pursuant to Paragraph 2, Articles 7 of the Rules;
VIII. Extempore motion: the names of the persons proposing the extempore motion; the voting method and the result of each proposed resolution; the summary of opinion by the Directors, experts, and other personnel; the name of any Director that is an interested party as referred to in Paragraph 1 of the preceding Article, an explanation of the important aspects of the relationship of interest, the reasons why the Director was required or not required to enter recusal, and the status of their recusal; any dissenting opinion or abstention with a written statement; and
IX. Other matters that shall be recorded.

Any of matters in relation to a resolution passed at a meeting of the Board of Directors shall be stated in the minute book and within two days of the meeting be published on an information reporting website designated by the competent authority:

The Board of Directors is a part of the minute book and shall be properly stored in the existence of the Company.

The minute book shall be signed or stamped by the Chairman and the reporter. The meeting minutes shall be distributed to each Director within 20 days after the meeting and shall be included in the Company's important archive for permanent and proper preservation during the existence of the Company. The production and distribution of the minute book as described in Paragraph 1 may be effected by electronic means.

Article 17: The Company shall audio or video record the full process of the Board of Directors' meetings, and shall preserve in electronic for at least 5 years.

If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of a Board of Directors' Meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.

If a Board of Directors' Meeting is held via video conference, the audio and video recordings of the video and audio meetings shall be properly preserved during the existence of the Company as part of the meeting record.

Article 18: The formulation and amendments to these Rules shall be approved by the Board of Directors and reported to the Shareholders' Meeting. These Rules shall go into effect from Jan. 1, 2007.

The first amendment was made on Feb. 9, 2007.

The second amendment was made on Feb 22, 2008.

The third amendment was made on Feb 23, 2010.

The fourth amendment was made on Oct 29, 2012. The fifth amendment was made on Dec. 20, 2017

The sixth amendment was made on Feb. 26, 2019

Attachment 4

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TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 3, 4 and 6) Financial assets at fair value through profit or loss - current (Notes 3, 4, 7 and 32) Financial assets at amortized cost (Notes 3, 4, 9 and 34) Notes receivable (Notes 3, 4, 5 and 11) Trade receivables (Notes 3, 4, 5 and 11) Trade receivables from related parties (Notes 3, 4, 5 and 33) Other receivables (Notes 3, 4 and 11) Current tax assets (Note 4) Inventories (Notes 4 and 12) Prepayments (Note 18) Other financial assets - current (Notes 3, 4, 15 and 34) Other current assets Total current assets NON-CURRENT ASSETS Financial assets measured at cost - non-current (Notes 3, 4 and 10) Property, plant and equipment (Notes 4, 5, 16, 33 and 35) Intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 27) Long-term prepayments for lease (Note 18) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Financial liabilities at fair value through profit or loss - current (Notes 3, 4, 7 and 32) Contract liabilities - current (Notes 3 and 25) Notes payable Trade payables Other payables (Notes 21 and 30) Current tax liabilities (Note 4) Provisions - current (Notes 3, 4 and 22) Other current liabilities (Notes 3 and 21) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 27) Net defined benefit liabilities - non-current (Notes 4 and 23) Guarantee deposits (Note 21) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital (Note 24) Capital surplus (Notes 24 and 29) Retained earnings (Note 24) Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity (Note 24) Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2018 Amount % $ 27,150,561 38 28,068 - 7,000 - 330,750 - 14,974,957 21 31 - 430,457 - - - 6,907,917 10 1,979,700 3 - - 24,941 - 51,834,382 72 - - 16,414,443 23 43,441 - 2,283,150 3 296,755 1 648,334 1 19,686,123 28 $ 71,520,505 100 $ 16,997,441 24 42,128 - 687,874 1 - - 6,013,266 8 10,462,557 15 1,422,847 2 523,680 1 613,904 1 36,763,697 52 2,202,439 3 100,304 - 25,419 - 2,328,162 3 39,091,859 55 5,256,059 7 333,778 - 4,618,248 7 1,703,150 2 22,701,647 32 29,023,045 41 (2,191,778) (3) 32,421,104 45 7,542 - 32,428,646 45 $ 71,520,505 100		2017
				Amount % $ 29,753,243 42 66,880 - - - 241,411 - 14,210,825 20 2,012 - 457,566 1 136,382 - 5,346,205 8 1,942,625 3 7,000 - 15,843 - 52,179,992 74 122,016 - 14,774,414 21 25,453 - 1,841,818 3 292,559 1 957,759 1 18,014,019 26 $ 70,194,011 100 $ 18,748,935 27 8,822 - - - 26 - 5,923,401 8 10,621,482 15 485,929 1 466,959 - 1,182,254 2 37,437,808 53 1,922,141 3 101,073 - 27,626 - 2,050,840 3 39,488,648 56 5,256,059 8 333,778 - 4,181,680 6 1,531,129 2 21,098,452 30 26,811,261 38 (1,703,150) (2) 30,697,948 44 7,415 - 30,705,363 44 $ 70,194,011 100

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

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 25 and 33) OPERATING COSTS (Notes 12 and 26) GROSS PROFIT OPERATING EXPENSES (Notes 11, 26 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Notes 13 and 26) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 4 and 26) Other gains and losses (Notes 10 and 26) Finance costs (Notes 4 and 26) Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 27) NET PROFIT FROM CONTINUING OPERATIONS		2018 Amount % $ 52,105,683 100 42,341,188 81 9,764,495 19 2,030,538 4 2,115,316 4 183,004 - 13,752 - 4,342,610 8 - - 5,421,885 11 957,901 2 477,298 1 (331,811) (1) 1,103,388 2 6,525,273 13 (1,586,748) (3) 4,938,525 10		2017
				Amount % $ 45,818,601 100 37,463,660 82 8,354,941 18 1,705,625 4 1,748,625 4 169,424 - - - 3,623,674 8 66,616 - 4,797,883 10 658,381 1 306,702 1 (220,218) - 744,865 2 5,542,748 12 (1,177,149) (3) 4,365,599 9

(Continued)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME/(LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Notes 4 and 23) Unrealized loss on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 24) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 27) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations (Notes 4 and 24) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4 and 27) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 28) From continuing operations Basic Diluted		2018 Amount % $ 837 - (124,846) - 27,772 - (96,237) - (505,279) (1) 142,902 - (362,377) (1) (458,614) (1) $ 4,479,911 9 $ 4,938,398 10 127 - $ 4,938,525 10 $ 4,479,784 9 127 - $ 4,479,911 9 $9.40 $9.25		2017
				Amount % $ (12,895) - - - 2,192 - (10,703) - (1,201,246) (3) 204,212 1 (997,034) (2) (1,007,737) (2) $ 3,357,862 7 $ 4,365,681 9 (82) - $ 4,365,599 9 $ 3,357,944 7 (82) - $ 3,357,862 7 $8.31 $8.21

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

(Concluded)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings (Note 24) Legal reserve Cash dividends Actual partial disposal of the interests in subsidiaries (Note 29) Net profit for the year ended December 31, 2017 Other comprehensive loss for the year ended December 31, 2017 (Note 24) Total comprehensive income/(loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 Effect of retrospective application and retrospective restatement (Note 3) BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings (Note 24) Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2018 Other comprehensive income/(loss) for the year ended December 31, 2018 (Note 24) Total comprehensive income/(loss) for the year ended December 31, 2018 BALANCE AT DECEMBER 31, 2018		Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent	Non-controlling Total Interests $ 29,565,702 $ - - - (2,233,825) - 8,127 7,497 4,365,681 (82) (1,007,737) - 3,357,944 (82) 30,697,948 7,415 2,803 - 30,700,751 7,415 - - - - (2,759,431) - 4,938,398 127 (458,614) - 4,479,784 127 $ 32,421,104 $ 7,542	Total Equity $ 29,565,702 - (2,233,825) 15,624 4,365,599 (1,007,737) 3,357,862 30,705,363 2,803 30,708,166 - - (2,759,431) 4,938,525 (458,614) 4,479,911 $ 32,428,646
	Share Capital Capital Surplus $ 5,256,059 $ 325,651 - - - - - 8,127 - - - - - - 5,256,059 333,778 - - 5,256,059 333,778 - - - - - - - - - - - - $ 5,256,059 $ 333,778	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 3,824,376 $ 1,531,129 $ 19,334,603 357,304 - (357,304) - - (2,233,825) - - - - - 4,365,681 - - (10,703) - - 4,354,978 4,181,680 1,531,129 21,098,452 - - 30,166 4,181,680 1,531,129 21,128,618 436,568 - (436,568) - 172,021 (172,021) - - (2,759,431) - - 4,938,398 - - 2,651 - - 4,941,049 $ 4,618,248 $ 1,703,150 $ 22,701,647	Others Unrealized Exchange Loss on Differences on Financial Assets at Translation of Fair Value Financial Through Other Statements of Comprehensive Foreign Operations Income $ (706,116) $ - - - - - - - - - (997,034) - (997,034) - (1,703,150) - - (27,363) (1,703,150) (27,363) - - - - - - - - (362,377) (98,888) (362,377) (98,888) $ (2,065,527) $ (126,251)

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

10 -

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Amortization of prepayments for lease Expected credit loss recognized on trade receivables Gain on reversal of impairment loss recognized on trade receivables Net gain on fair value change of financial assets at fair value through profit and loss Finance costs Interest income Gain on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Impairment loss on financial assets Impairment loss on non-financial assets Gain on reversal of non-financial assets at fair value Loss due to fire Net (gain)/loss on foreign currency exchange Changes in operating assets and liabilities: Financial assets held for trading Financial assets mandatorily measured at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Notes payable Trade payables Other payables Provisions-current Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities	2018 $ 6,525,273 2,949,572 19,414 6,733 13,752 - (281,863) 331,811 (494,661) (5,222) - - 516,757 - - (266,792) - 736,416 (96,941) (477,266) 1,981 34,814 (2,136,429) (79,823) (8,866) (330,161) 31,528 (26) 162,549 741,108 68,619 42,221 68 8,004,566 477,120 (310,950) (525,532) 7,645,204	2017 $ 5,542,748 2,109,976 11,121 7,201 - (32,057) (711,780) 220,218 (467,503) (8,694) (65,665) 32,968 307,013 (66,616) 113,227 468,822 348,265 - (66,982) (2,665,323) (2,012) (101,569) (1,415,403) (1,064,283) (6,628) (136,341) - 1 888,459 1,547,142 25,999 174,568 2,156 4,989,028 450,627 (216,061) (590,375) 4,633,219

(Continued)

11 -

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets designated as at fair value through profit or loss Purchase of financial assets measured at cost Proceeds from disposal of non-current assets held for sale Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Increase in other non-current assets Increase in other prepayments Increase in prepayments for other equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from guarantee deposits received Distributed cash dividends Partial disposal of interests in subsidiaries without a loss of control Net cash (used in)/generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2018 $ - - - (5,246,165) 185,773 (6,840) - (35,862) - (18,012) (362,661) (5,483,767) - (2,023,122) 41,342 (2,759,431) - (4,741,211) (22,908) (2,602,682) 29,753,243 $ 27,150,561	2017 $ 952,232 (31,087) 298,467 (4,286,592) 59,363 - 6,525 (14,619) (29,944) - (712,940) (3,758,595) 2,631,549 - 47,660 (2,233,825) 15,624 461,008 (1,829,745) (494,113) 30,247,356 $ 29,753,243

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

(Concluded)

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TRIPOD TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 3, 4 and 6) Financial assets at amortized cost (Notes 3, 4, 8 and 30) Notes receivable (Notes 3, 4, 5 and 9) Trade receivables (Notes 3, 4, 5 and 9) Trade receivables from related parties (Notes 3, 4, 5 and 29) Other receivables (Notes 3, 4 and 9) Other receivables from related parties (Notes 3, 4 and 29) Inventories (Notes 4 and 10) Prepayments Other financial assets - current (Notes 3, 4, 11 and 30) Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using the equity method (Notes 4, 12, 26 and 29) Property, plant and equipment (Notes 4, 5, 13, 29 and 31) Intangible assets (Notes 4 and 14) Deferred tax assets (Notes 4 and 23) Other non-current assets (Note 15) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 28) Contract liabilities - current (Notes 3 and 21) Trade payables Trade payables to related parties (Note 29) Other payables (Notes 17 and 25) Other payables to related parties (Note 29) Current tax liabilities (Note 4) Provisions - current (Notes 4 and 18) Other current liabilities (Note 17) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 23) Net defined benefit liabilities - non-current (Notes 4 and 19) Guarantee deposits (Note 17) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital (Note 20) Capital surplus (Note 20) Retained earnings (Note 20) Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity (Note 20) Total equity TOTAL		2018 Amount % $ 234,159 1 7,000 - 896 - 674,636 1 949,572 2 19,648 - 2,979,619 6 276,308 1 45,735 - - - 20,881 - 5,208,454 11 40,710,945 86 1,094,102 2 12,647 - 566,438 1 44,165 - 42,428,297 89 $ 47,636,751 100 $ 5,538,218 12 141 - 9,216 - 397,904 1 226,627 - 1,859,909 4 4,006,356 8 883,332 2 11,351 - 22,983 - 12,956,037 27 2,159,156 5 100,304 - 150 - 2,259,610 5 15,215,647 32 5,256,059 11 333,778 1 4,618,248 10 1,703,150 3 22,701,647 48 29,023,045 61 (2,191,778) (5) 32,421,104 68 $ 47,636,751 100		2017
				Amount % $ 306,078 1 - - 3,262 - 405,489 1 1,007,577 2 32,171 - 5,499,876 11 332,159 1 72,110 - 7,000 - 7,932 - 7,673,654 16 38,703,878 81 764,641 2 19,190 - 346,859 1 172,538 - 40,007,106 84 $ 47,680,760 100 $ 6,166,800 13 945 - - - 394,057 1 365,510 1 1,715,574 4 6,066,435 13 231,201 - 18,812 - 32,062 - 14,991,396 32 1,890,193 4 101,073 - 150 - 1,991,416 4 16,982,812 36 5,256,059 11 333,778 1 4,181,680 9 1,531,129 3 21,098,452 44 26,811,261 56 (1,703,150) (4) 30,697,948 64 $ 47,680,760 100

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

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 21 and 29) OPERATING COSTS (Notes 10, 22 and 29) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (Note 4) REALIZED GAIN/(LOSS) ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 22 and 29) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT/(LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 4, 22 and 29) Other gains and losses (Notes 4, 22 and 29) Finance costs (Notes 4 and 22) Share of profit or loss of subsidiaries, associates and joint ventures (Note 4) Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FROM CONTINUING OPERATIONS		2018 Amount % $ 9,098,357 100 4,855,451 54 4,242,906 46 (210,875) (2) 82,899 1 4,114,930 45 214,806 2 622,455 7 122,859 1 4,182 - 964,302 10 3,150,628 35 194,665 2 12,461 - (47,325) (1) 2,715,168 30 2,874,969 31 6,025,597 66 (1,087,199) (12) 4,938,398 54		2017
				Amount % $ 4,729,172 100 4,043,770 85 685,402 15 (82,899) (2) (9,798) - 592,705 13 199,635 4 567,101 12 125,840 3 - - 892,576 19 (299,871) (6) 220,061 5 (9,382) - (68,950) (2) 5,316,366 112 5,458,095 115 5,158,224 109 (792,543) (17) 4,365,681 92

(Continued)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Notes 4 and 19) Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for using the equity method (Notes 4 and 20) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 23) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations (Notes 4 and 20) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4 and 23) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 24) From continuing operations Basic Diluted		2018 Amount % $ 837 - (124,846) (1) 27,772 - (96,237) (1) (505,279) (6) 142,902 2 (362,377) (4) (458,614) (5) $ 4,479,784 49 $ 9.40 $ 9.25		2017
				Amount % $ (12,895) - - - 2,192 - (10,703) - (1,201,246) (25) 204,212 4 (997,034) (21) (1,007,737) (21) $ 3,357,944 71 $ 8.31 $ 8.21

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

(Concluded)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings (Note 20) Legal reserve Cash dividends Other changes in capital surplus Actual partial disposal of the interests in subsidiaries Net profit for the year ended December 31, 2017 Other comprehensive loss for the year ended December 31, 2017 Total comprehensive income/(loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 Effect of retrospective application and retrospective restatement (Note 3) BALANCE AT JANUARY 1,2018 AS RESTATED Appropriation of 2017 earnings (Note 20) Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2018 Other comprehensive income/(loss) for the year ended December 31, 2018 Total comprehensive income/(loss) for the year ended December 31, 2018 BALANCE AT DECEMBER 31, 2018	Share Capital Capital Surplus $ 5,256,059 $ 325,651 - - - - - 8,127 - - - - - - 5,256,059 333,778 - - 5,256,059 333,778 - - - - - - - - - - - - $ 5,256,059 $ 333,778		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 3,824,376 $ 1,531,129 $ 19,334,603 357,304 - (357,304) - - (2,233,825) - - - - - 4,365,681 - - (10,703) - - 4,354,978 4,181,680 1,531,129 21,098,452 - - 30,166 4,181,680 1,531,129 21,128,618 436,568 - (436,568) - 172,021 (172,021) - - (2,759,431) - - 4,938,398 - - 2,651 - - 4,941,049 $ 4,618,248 $ 1,703,150 $ 22,701,647	Others Exchange Differences on Translating the Financial Unrealized Loss on Financial Assets at Fair Value Statements of Through Other Foreign Operations Comprehensive Income $ (706,116) $ - - - - - - - - - (997,034) - (997,034) - (1,703,150) - - (27,363) (1,703,150) (27,363) - - - - - - - - (362,377) (98,888) (362,377) (98,888) $ (2,065,527) $ (126,251)	Total Equity $ 29,565,702 - (2,233,825) 8,127 4,365,681 (1,007,737) 3,357,944 30,697,948 2,803 30,700,751 - - (2,759,431) 4,938,398 (458,614) 4,479,784 $ 32,421,104

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

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Gain on reversal of impairment loss recognized on trade receivables Net (gain)/loss on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Gain on disposal of property, plant and equipment Share of profit of subsidiaries, associates and joint ventures Impairment loss on non-financial assets Unrealized gain on sales with subsidiaries and associates and joint ventures Realized (gain)/loss on sales with subsidiaries and associates and joint ventures Net loss on foreign currency exchange Changes in operating assets and liabilities: Financial assets held for trading Financial assets mandatorily measured at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions - current Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities	2018 $ 6,025,597 94,221 9,519 4,182 - (2,354) 47,325 (3,067) (3,639) (2,715,168) 139,034 210,875 (82,899) 239 - 4,350 2,366 (270,728) 59,083 12,742 2,562,441 (83,183) 26,375 (12,881) (2,800) (3,001) 448 (141,856) 285,952 (2,100,708) 3,234 (8,313) 68 4,057,454 2,877 (43,204) (212,207) 3,804,920	2017 $ 5,158,224 34,201 9,129 - (70) 18,715 68,950 (4,512) (2,211) (5,316,366) 2,135 82,899 9,798 1,106 270 - (2,337) (18,133) (723,103) (15,094) (5,489,428) (40,967) (13,984) (3,853) (18,040) - 82,945 204,951 249,419 6,066,435 11,879 (3,826) 2,156 351,288 4,411 (69,956) (76,856) 208,887 (Continued)

10 -

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets Acquisition of investments accounted for using the equity method Decrease in other receivables from related parties Dividends received from subsidiaries Increase in prepayments for other equipment Net cash (used in)/generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Proceeds from guarantee deposits received Refunds of guarantee deposits received Partial disposal of interests in subsidiaries without a loss of control Dividends paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2018 $ (409,979) 12,017 - (876) (50,000) 501 - (44,254) (492,591) (629,457) 1,000 - - (2,759,431) (3,387,888) 3,640 (71,919) 306,078 $ 234,159	2017 $ (21,183) 10,536 64 (9,140) - 408 3,597,840 (122,764) 3,455,761 (1,244,678) - (3,475) 15,624 (2,233,825) (3,466,354) (3,202) 195,092 110,986 $ 306,078

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

(Concluded)

11 -

Attachment 5

TRIPOD TECHNOLOGY CORPORATION

Earning Distribution Proposal for 2018

Earning Distribution Proposal for 2018	Earning Distribution Proposal for 2018
		Units: NT$
Item	Amount	Note
Unappropriated retained earnings at the beginning of the period	17,730,432,193
Effect of retrospective application and retrospective restatement	30,166,003
Remeasurement of defined benefit plans recognized in retained earnings	2,651,321
Adjusted retained earnings	17,763,249,517
Profit after tax for the year	4,938,397,367
Less: Appropriated as legal reserve for the year	493,839,737
Appropriated as special reserve	488,628,685
Earnings in 2018 available for distribution by shareholders	21,719,178,462
Total shareholder distributable earnings	21,719,178,462
Distribution items:
Shareholders' cash dividends	3,101,074,798
Unappropriated retained earnings at the end of the period	18,618,103,664

Note: In line with the Income Tax Act, the Company will distribute earnings in 2018 on a priority basis.

Chairman: Wang, Chiang-Chuang Manager: Wang, Chiang-Chuang Accounting Manager: Li, Cheng-I

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Attachment 6

TRIPOD TECHNOLOGY CORPORATION

Comparison Table for the Amendment to the Operating Procedures for

Acquisition and Disposal of Assets

Articles before amendment	Articles after amendment	Revision reason
Atrticle 1. Formulation Basis In accordance with the provisions of Article 36-1 of the Securities and Exchange Act (hereinafter, the "Act") and Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter, the "Regulations"), the Company hereby formulates these Procedures with a view to safeguarding the interests of the Company and all shareholders and meeting the requirements of information disclosure.	Atrticle 1. Formulation Basis In accordance with the provisions of Article 36-1 of the Securities and Exchange Act (hereinafter, the "Act") and Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter, the "Regulations"), these Procedures are hereby formulated with a view to safeguarding the interests of the Company and all shareholders and meeting the requirements of information disclosure.	The appropriate provisions are amended in writing.
Atrticle 2. Scope of Assets I. The scope of "assets" as used in the Procedures is described below: (I) Investments in stocks, government bonds, corporate bonds, financial bonds, marketable securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. (II) Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment. (III) Memberships. (IV) Patents, copyrights, trademarks, franchise rights, and other intangible assets. (V) Claims of financial institutions (including accounts receivable, bills purchased and discounted and loans, and receivables). (VI) Derivative products. (VII) Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. (VIII) Other important assets. II. "Derivatives" used herein refers to forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" used herein does not include insurance contracts, performance contracts, after- sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. III. "Assets acquired ordisposed through	Atrticle 2. Scope and Definition of Assets I. The scope of "assets" as used in the Procedures is described below: (I) Investments in stocks, government bonds, corporate bonds, financial bonds, marketable securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. (II) Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. (III) Memberships. (IV) Patents, copyrights, trademarks, franchise rights, and other intangible assets. (V) Use of right-of-use asset (VI) Claims of Financial Institution (including receivables, bills purchased, discounted loans and overdue receivables.) (VII) Derivative products (VIII) Assets acquired or disposed of in connection with mergers, spin-off, acquisitions or transfer of shares in accordance with the laws. (IX) Other important assets. II. Derivatives used herein refer to forward contracts, options contracts, futures contracts, leverage margin contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" used herein does not include insurance contracts, performance contracts, after- sales service contracts,long-term leasing	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.

Articles before amendment		Articles after amendment	Revision reason
mergers, demergers, acquisitions, or transfer of shares in accordance with law" used herein refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor ("transfer of shares") under Article 156, paragraph 8 of the Company Act. IV. "Subsidiaries" and "Related Party" used herein should mean the subsidiaries and related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. V. "Professional Appraiser" used herein should mean any appraisers/appraisal institutions specialized in real estate or other lawful appraisers/appraisal institutions of real estate or equipment. VI. "Date of occurrence" used herein should mean, in principle, the contracting day, the payment day, the transaction day, the title transferring day, the day of a board resolution or other date when the transaction party and the transaction amount can be ascertained (whichever is earlier). However, for investments required to be approved by the competent authority, the Date of the Occurrence will be any of the above-mentioned dates or the date on which the approval letter of the competent authority is received, whichever is earlier. VII. Mainland China area investment: Refers to investments in the mainland China area approved by Taiwan’s Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.	III. IV. V. VI. VII. VIII. IX.	contracts, or long-term purchase (sales) agreements. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law" used herein: refer to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. "Professional Appraiser" used herein should mean any appraisers/appraisal institutions specialized in real estate or other lawful appraisers/appraisal institutions of real estate and equipment. "Date of occurrence": Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; However, for investments required to be approved by the competent authority, the Date of the Occurrence will be any of the above- mentioned dates or the date on which the approval letter of the competent authority is received, whichever is earlier. "Mainland China area investment" used herein: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. Securities exchange used herein: "Domestic securities exchange"refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange"refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. Over-the-counter venue ("OTC venue", "OTC"):"Domestic OTC venue"refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange;"foreign OTC venue"refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Articles before amendment		Articles after amendment	Revision reason
Atrticle 3. Exclusion of related parties Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom the Company has acquired appraisal reports and opinions from, shall not be a Related Party of the Company .	Atrticle 3. I. II. III.	External Experts Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom the Company has acquired appraisal reports and opinions from, shall meet the following requirements: May not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. May not be a related party or de facto related party of any party to the transaction. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.
Atrticle 5. Assessment and Operating Procedure for Acquiring or Disposing Assets I. Acquisition or disposal of marketable securities (I) Where the marketable securities acquired or disposed at the centralized market or the over-the- counter venue, the responsible unit shall handle with matters such as the acquisition or disposal of the reasons, the subject matter and the basis of reference for the acquisition and disposal, subject to the approval of the Company's internal control system. (II) For securities not acquired or disposed of by the centralized trading market or the over-the-counter venue, the responsible unit shall draft the reasons for acquisition or disposal, the object of the subject, the counterpart, the transfer price, the payment terms, and the price reference based on the approval of the internal control system of the Company. II. For acquiring or disposing other assets, the responsible unit shall handle with the matters such as reason, the object of the subject, the counterpart, the transfer price, the payment terms and the price reference, subject to the approval of the Company's internal control system. III. The relevant operating procedures for	Atrticle 5. I. II. III.	Assessment and Operating Procedure for Acquiring or Disposing Assets Acquisition or disposal of marketable securities (I) Where the marketable securities acquired or disposed at the centralized market or the over-the- counter venue, the responsible unit shall handle with matters such as the acquisition or disposal of the reasons, the subject matter and the basis of reference for the acquisition and disposal, subject to the approval of the Company's internal control system. (II) For securities not acquired or disposed of by the centralized trading market or the over-the-counter venue, the responsible unit shall draft the reasons for acquisition or disposal, the object of the subject, the counterpart, the transfer price, the payment terms, and the price reference based on the approval of the internal control system of the Company. For acquiring or disposing other assets, the responsible unit shall handle with the matters such as reason, the object of the subject, the counterpart, the transfer price, the payment terms and the price reference, subject to the approval of the Company's internal control system. The relevant operating procedures for	The amendments are subject to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

Articles before amendment	Articles after amendment	Revision reason
acquisition or disposal of assets shall be conducted in accordance with the provisions of the internal control system of the Company. IV. For acquisition or disposal of major assets, it shall be approved by the Audit Committee and submitted to the Board of Directors for resolution.	acquisition or disposal of assets shall be conducted according to the provisions of the Company's internal control system. IV. For acquisition or disposal of major assets or derivative product transactions, it shall be approved by the Audit Committee and submitted to the Board of Directors for resolution.
Atrticle 6. Decision-making procedures for the transaction: I. The price determination method and reference to the asset acquisition or disposal: (I) Acquisition or disposal of marketable securities 1. The price of securities traded on the centralized market or the over- the-counter venue shall be determined based on the market prices of the then marketable securities at the time of the transaction. 2. For securities acquired or disposed at the centralized trading market or over the counter venue, the price should be determined by considering its net value per share, profitability, the future development potential and the price agreed with reference to the current transaction price. (II) Acquisition or disposal of other assets shall be conducted in a price comparison, price negotiation, tender or other methods. II. The units shall be authorized to make the acquisition or disposal of assets within the scope of authorization authorized by the competent authority: (I) Acquisition or disposal of marketable securities: Except for the following circumstances, shall be approved by the Audit Committee and the Board of Directors. 1. The Audit Committee and the Board of Directors shall authorize the Chairman to decide the acquisition or disposal of the marketable securities for the long-term investment purpose within NT$300 million and then submit to the Audit Committee and Board of Directors for retroactive recognition. 2. Chainman is authorized to decide short-term marketable securities invested by short-term idle funds or the amount per transaction or daily amount less than NT$300 million. In case the amount exceeding NT$300 million, it shall be submitted to the Audit Committee and the Board of Directors for approval. (II) Acquisition or disposal of other assets: 1. If the Company acquires or	Atrticle 6. Decision-making procedures for the transaction: I. The price determination method and reference to the asset acquisition or disposal: (I) Acquisition or disposal of marketable securities 1. The price of securities traded on the centralized market or the over- the-counter venue shall be determined based on the market prices of the then marketable securities at the time of the transaction. 2. For securities acquired or disposed at the centralized trading market or over the counter venue, the price should be determined by considering its net value per share, profitability, the future development potential and the price agreed with reference to the current transaction price. (II) Acquisition or disposal of other assets shall be conducted in a price comparison, price negotiation, tender or other methods. II. The units shall be authorized to make the acquisition or disposal of assets within the scope of authorization authorized by the competent authority: (I) Acquisition or disposal of marketable securities: Except for the following circumstances, shall be approved by the Audit Committee and the Board of Directors. 1. The Audit Committee and the Board of Directors shall authorize the Chairman to decide the acquisition or disposal of the marketable securities for the operating purpose within NT$300 million for long-term investment purpose and then submit to the Audit Committee and Board of Directors for retroactive recognition. 2. Chainman is authorized to decide short-term marketable securities invested by short-term idle funds or the amount per transaction or daily amount less than NT$300 million. In case the amount exceeding NT$300 million, it shall be submitted to the Audit Committee and the Board of Directors for approval. (II) Acquisition or disposal of other assets:	The appropriate provisions are amended in writing.

Articles before amendment	Articles after amendment	Revision reason
disposes assets from its subsidiaries for the operating purpose, the Audit Committee and Board of Directors shall authorize the Chairman to decide within 10% of the total assets released in the latest financial statements. If the transaction count part is a related party and the transaction amount above NT$300 million, it shall be subject to the consent of the Audit Committee and Board of Directors. 2. The Audit Committee and the Board of Directors shall authorize the Chairman to decide the acquisition or disposal of other assets for non-operating use within NT$300 million and then submit to the Audit Committee and the Board of Directors for retroactive recognition, and subject to the consent of the Audit Committee and the Board of Directors. III. If the transaction of acquisition or disposal of assets is subject to the approval of the Audit Committee and Board of Directors as per the preceding paragraph and an independent director raises any objection or reservation to the matter, it shall be recorded in the minute bookoftheBoard of Directorsmeeting.	1. If the Company acquires or disposes assets from its subsidiaries for the operating purpose, the Audit Committee and Board of Directors shall authorize the Chairman to decide within 10% of the total assets released in the latest financial statements. If the transaction count part is a related party and the transaction amount above NT$300 million, it shall be subject to the consent of the Audit Committee and Board of Directors. 2. 2. For other assets acquired or disposed of by non-operating use, the Audit Committee and the Board of Directors shall authorize the Chairman to decide within NT$300 million and then submit to the Audit Committee and the Board of Directors for retroactive recognition, and subject to the consent of the Audit Committee and the Board of Directors. III. When the transaction or disposal of assets is subject to the acquisition or disposal of assets by the preceding paragraph, the independent directors shall be recorded in the minute book of the Board meeting if they are objected to or qualified opinions.
Atrticle 7. Valuation reports on acquisition or disposal of real estate or equipment In acquiring or disposing of real property or equipment where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of business machinery and equipment, shall obtain an appraisal report prior to the Date of Occurrence from an expert appraiser and shall further comply with the following provisions: I. Where due to special circumstances it is necessary to give a restrictive price or specified price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. II. If the transaction price is over NT$1 billion, the Company should retain more than 2 professional appraisers to perform the appraisal. III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal	Atrticle 7. Valuation report on acquisition or disposal of property, equipment or its right-of-use asset: Except for transactions with government institutions, contracting third parties to construct on land owned or rented by the Company, or acquisition of machinery and equipment for operation purpose, for acquisition or disposal of real estate or other fixed assets by the Company and its Subsidiaries whose amount reaches 20% of the Company's paid-in capital or NT$300 million, an appraisal report issued by Professional Appraiser shall be obtained in advance and the following provisions should be complied with: I. If for any special reason, restricted price, specific price, or special price must be used as a reference for the transaction price, the transaction should be approved by the Board of Directors in advance. The above procedures should also be followed in case the transaction terms are changed subsequently. II. II. If the transaction price is over NT$1 billion, the Company should retain more than 2 professional appraisers to perform the appraisal. III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.

Articles before amendment	Articles after amendment	Revision reason
results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation ("ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (I) The discrepancy between the appraisal results and the transaction amount is 20% or more of the transaction amount. (II) The discrepancy between the appraisal results of 2 or more professional appraisers is 10% or more of the transaction amount. IV. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.	transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation ("ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (I) The discrepancy between the appraisal results and the transaction amount is 20% or more of the transaction amount. (II) The discrepancy between the appraisal results of 2 or more professional appraisers is 10% or more of the transaction amount. IV. The date of the contract with the contract is not more than three months after the date of the contract; however, if the publicly announced current value of the same period is applicable and the current value of the same period has not elapsed, the professional appraiser may issue an opinion.
Atrticle 8. Related Party Transactions: I. In acquiring or disposing real property from a related party, the Company shall ensure that the necessary resolutions are adopted, the reasonableness of the transaction terms is appraised, and other relevant matters are carried out in compliance with the following, including but without limitation, in case where the transaction amount is 10% or more of the aggregate assets of the Company, obtaining a valuation report issued by a professional valuation agency or a CPA opinion before the date such transaction takes place (provided that the calculation of the transaction amount shall be subject to Paragraph 1 of Article 10 of the Procedure) in addition to compliance with the procedures set forth above. When judging whether a trading counterparty is a related party, in addition to legal formalities, the de facto relationship shall also be considered. II. Where the Company intends to acquire or dispose of real property from a related party, or to acquire or dispose any property other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust companies, the following matters shall be submitted for approval	Atrticle 8. Related Party Transactions: I. Where the Company acquires or disposes of assets with related parties, other matters such as the relevant resolution procedures and assessment of the reasonableness of the transaction conditions in accordance with Article 7 to Article 11, the transaction amount shall also be obtained from a professional appraiser or a CPA's opinion in accordance with the provisions of the preceding paragraph. The calculation of transaction amounts shall be conducted in accordance with Article 10-1. When judging whether a trading counterparty is a related party, in addition to legal formalities, the de facto relationship shall also be considered. II. II. Where the Company intends to acquire or dispose real property from a related party, or to acquire or dispose any property other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NT$300million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the following matters shall be submitted for approval firstly by the Audit Committee before resolution is further approved by the Board before any transaction agreement can be signed or any payment can be made: (I) The purpose, necessity and	1. The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018. 2. Adjust the supporting conditions. 3. The amendments are subject to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

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firstly by the Audit Committee before resolution is further approved by the Board before any transaction agreement can be signed or any payment can be made: (I) The purpose, necessity and anticipated benefits of acquisition or disposal of assets. (II) The reason for choosing the related party as a trading counterparty. (III) In respect of acquisition of real property, information regarding appraisal of the reasonableness of the proposed transaction terms in accordance with the Subparagraphs 3-4 of this Article. (IV) The date and price of the related party originally acquired the real property, trading counterparty, and related party relationships. The original trading counterparty and that trading counterparty's relationship to the Company and the related party. (V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction and reasonableness of the funds utilization. (VI) Appraisal report from professional appraisers or CPA's opinion obtained in accordance with regulations. (VII) Restrictive conditions and other important stipulations of the transaction. III. The calculation of transaction amounts in the preceding paragraph shall be conducted in accordance with Paragraph 2, Article 14, and the term "within the preceding year" shall be calculated as a basis of the date of occurrence of the current transaction. The same shall be submitted to the Audit Committee for approval in accordance with these Regulations and submitted to the Board of Directors for approval. For the acquisition or disposal of equipment between the Company and its subsidiaries for the operating purpose, the Audit Committee and Board of Directors shall authorize the Chairman to decide within an amount stipulated in Article 6, then submit the latest Audit Committee for approval and Board of Directors for retroactive recognition. When the transaction of acquiring or disposing of assets is submitted to the Audit Committee for approval and Board of Directors for deliberation in accordance with the provisions of the preceding paragraph, the Company shall take into full consideration each independent director's opinions and the independent director's opinions shall be taken into consideration. If an independent director objects to the Board of Directors to an objection or retain an opinion, it shall berecordedintheminute bookofthe	anticipated benefits of acquisition or disposal of assets. (II) The reason for choosing the related party as a trading counterparty. (III) The reasonableness of the reasonableness of the reasonableness of the preliminary transaction terms in accordance with the provisions of Paragraph 3 and 4, and the relevant information from the related party. (IV) The date and price of the related party originally acquired the real property, trading counterparty, and related party relationships. (V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction and reasonableness of the funds utilization. (VI) Appraisal report from professional appraisers or CPA's opinion obtained in accordance with regulations. (VII) Restrictive conditions and other important stipulations of the transaction. III. The calculation of transaction amounts in the preceding paragraph shall be conducted in accordance with Paragraph 2, Article 14, and the term "within the preceding year" shall be calculated as a basis of the date of occurrence of the current transaction. The same shall be submitted to the Audit Committee for approval in accordance with these Regulations and submitted to the Board of Directors for approval. For the following transactions between the Company and its subsidiaries or subsidiaries which issued shares or total capital are 100% held by the Company either directly or indirectly, the Audit Committee and Board of Directors shall authorize the Chairman to decide within the amount specified in Article 6, and then submit to the latest Audit Committee for approval and Board of Directors for reactive recognition. (I) Acquisition or disposal of business use or the right-of-use asset. (II) Acquisition or disposal of real property for business use. When the transaction is submitted to the Audit Committee in accordance with the preceding paragraph, the Company shall take into full consideration each independent director's opinions. If an independent director objects to the board of directors to an objection or retain an opinion, it shall be recorded in the minutes of the board of directors meeting. IV. Acquisition of real property or right-of- use assets to a related party shall be assessed in accordance with the following methods (for acquiring land and buildings underthe same bid), the

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Board of Directors' Meeting. IV. Acquisition of real property from a related party shall be assessed in accordance with the following methods, which shall be evaluated in accordance with the following methods (for acquiring land and structures in the same one-step), the transaction costs shall be evaluated separately in accordance with any of the following methods: (I) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the competent local authority. (II) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties. V. Acquisition of real property from a related party, except for the appraisal of the real property costs in accordance with the preceding paragraph, shall be engaged in the appraisal of the real property acquisition costs and the specific opinion shall be submitted to the CPAs for review and the specific opinion. VI. If the acquisition of real property from a related party is subject to the following circumstances, the Company shall not apply for the acquisition of real property from the related party, but shall still be required to comply with the provisions of Paragraph 2: (I) The related party acquired the real property from inheritance or as a gift. (II) The date of acquisition of the related party is over 5 years. (III) The real property is acquired from the related party to the signing of a joint constructioncontract orthe	reasonableness of the transaction costs shall be assessed in accordance with the following methods (for the acquisition of land and structures, the transaction costs for the land and the structures shall be separately appraised on the following means: (I) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the competent local authority. (II) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. V. Acquisition of real property or right-of- use assets to a related party shall be conducted in addition to the assessment of the cost of the property or right-of-use asset in accordance with the preceding paragraph, and an accountant shall also be engaged to re-examine the CPA's appraisal and the specific opinion. VI. If any of the following situations apply to a related party acquiring real property or its right-of-use asset, the provisions of the Paragraph 4 and 5 shall apply, but shall still be handled in accordance with the provisions of Paragraph 2 and Paragraph 3: (I) The related party acquired real property or right-of-use asset from inheritance or as a gift. (II) The time of acquisition of a related party for acquisition of real property or its right-of-use asset is over 5 years. (III) The real property is acquired from the related party to the signing of a joint construction contract or the construction of the real property by the related party of the Company or the engaging party on the land lease. (IV) The Company and its subsidiaries, or directly or indirectly hold 100% of the total issued shares or capital of the Company, and acquire the real estate right-use assets for business use. VII. Acquisition of real property or right-of- use assets from a related party, if the results of Paragraph 4areless thanthe

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construction of the real property by the related party of the Company or the engaging party on the land lease. VII. If the results of the appraisal conducted in accordance with Paragraph 4 of this Article are less than the transaction price, the Company shall comply with Paragraph 7, if the results of the appraisal are lower than the transaction price. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA have been obtained, this restriction shall not apply: (I) Where the related party acquired undeveloped land or leased land, it may submit a proof of compliance with one of the following conditions: 1. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. 2. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. 3. Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices. (II) Where the Company acquiring real estatefromarelated party provides	transaction price, it shall be handled in accordance with Paragraph 8. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA have been obtained, this restriction shall not apply: (I) Where the related party acquired undeveloped land or leased land, it may submit a proof of compliance with one of the following conditions: 1. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. 2. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. (II) Where the Company acquiring ore leasing a real estate from a related party or provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. (III) The transaction cases as mentioned in the neighboring areas (I) and (II) are the same as the same or the same block of the present value of the transaction. The area of the transaction is not less than 500 meters or the present value of the transaction. The area of the transaction is not less than 500 meters or the present value of the company's public announcements.The area ofthe"less

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evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. (III) The transaction cases in the neighboring areas as the "close" or "adjacent" in the adjacent area stated in Paragraph (I) and (II) shall be the same as the same or a nearby-view of the present value of the transaction. The area of the transaction is not less than 500 meters or the present value of the company's public announcements. The area of the "less than the area of the transaction is a similar area"; the area used for the transaction is a minimum of 50% of the area of the transaction. The term "within a year" shall be calculated as the base for the transaction. VIII. Where the Company acquires real estate from a related party and the results of appraisals conducted in accordance with the Paragraph 4 and 7 of this Article are uniformly lower than the transaction price, the following steps shall be taken: (I) The Company shall set aside special reserve in accordance with Article 41, Paragraph 1, Article 41 of the Securities and Exchange Act, and shall not distribute or increase capital allocation. And a special reserve shall be set aside for the amount of investment accounted for using equity method by the Company's investment in the equity method. The special reserve shall be set aside in proportion to the amount of shares that are listed in the securities and exchange act in proportion to the amount of shareholding. If the special reserve is set aside for special reserve, the asset acquired shall be recognized as a reduction in price or the disposition or the restoration of the original state or the original compensation or restoration of the original state of the asset, or the other evidence shall be used to determine that the special reserve can be used after obtaining the consent from the competent authority. (II) The independent director of the Audit Committee shall be conducted in accordance with Article 218 of the Company Act. (III) The status of the handling of the transaction shall be reported to the shareholders' meeting (I) and (II). The details ofthe transactionshallbe	than a year" shall be calculated as the area of transaction with the transaction subject and calculated retroactively for the year of the transaction. VIII. When acquiring real property or right-of- use assets from a related party, if the results of the appraisal conducted in accordance with the appraisal results in Paragraph 4, 5 and 7 of this Article are lower than the transaction price, the following items shall be taken: (I) The difference between the transaction price and the appraised cost of the asset shall be set aside in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act, and shall not be distributed or used for capital increase or capital increase. If the investors are publicly listed companies and employ an equity method to account for its investment in the Company, then the special reserve shall be set aside pro rata in a proportion as per Article 41-1 of the Securities and Exchange Act. If the special reserve is set aside for special reserve, the asset shall be recognized as a reduction in the price of the asset or the leased or leased, or the asset is subject to a reduced price. The Company shall also be able to make such special reserve to be used to make the appropriate compensation or restore the contract or to be a reasonable or void of the leased or restoring the lease, or to be further verified by the competent authority. (II) The independent director of the Audit Committee shall be conducted in accordance with Article 218 of the Company Act. (III) The handling of the preceding two subparagraphs shall be reported to the shareholders' meeting and the details of the transaction shall be disclosed in the parent Company's Annual Report and the Prospectus. (IV) Acquisition of real property from a related party or its right-of-use asset, if any, if there is other evidence indicating that the transaction is not a business regular, shall also be conducted in accordance with the provisions of the preceding three subparagraphs.

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disclosed in the Annual Report and the Prospectus of the parent company.
Atrticle 9. CPA's opinion on the acquisition or disposal of securities: The Company and its Subsidiaries before the acquisition or disposal of marketable securities, the latest financial statements of the object company audited or reviewed by certified public accountant should be acquired before Date of the Event for the assessment and reference of transaction price. If the transaction falls in one of the following circumstances and the transaction price reaches 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price have to be sought before Date of the Event from certified public accountant, if the certified public accountant’s opinion is under an professional report which shall be handled in accordance with the provision of Auditing Standard No.20 promulgated by Accounting Research and Development Foundation; However, this restriction does not apply to any quoted prices in an active market or as otherwise provided by the Financial Supervisory Commission, the Securities and Futures Commission. I. Acquisition or disposal of marketable securities not listed on a stock exchange or traded on the over-the-counter market. II. Acquisition or disposal of private placement securities.	Atrticle 9. CPA's opinion on the acquisition or disposal of securities: The Company, when acquiring or disposing of marketable securities shall, prior to the Date of the Occurrence, obtain the latest financial statements of the object company audited or reviewed by certified public accountant for the assessment and reference of transaction price. Should the transaction price reach 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price have to be sought from a certified public accountant prior to the Date of the Occurrence. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. However, this restriction does not apply to any quoted prices in an active market or as otherwise provided by the Financial Supervisory Commission, the Securities and Futures Commission.	The amendments are subject to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Atrticle 10. Acquisition or disposal of membership card or intangible asset: If the transaction amount of the membership or intangible asset transaction amount reaches 20% of the Company's paid-in capital or NT$300 million, the CPA shall contact CPAs before the date of occurrence of the event, and shall request CPAs to express an opinion on the reasonableness of the transaction price. The CPA shall also comply with the provisions of the Accounting Standards Bulletin 20 of the Accounting Standards for Research and Development Funds.	Atrticle 10. Acquisition or disposal of intangible assets or its right-of-use asset or its membership Acquisition or disposal of intangible assets or the use of the right-of-use asset or the asset or the membership's membership amount reaches 20% or more of the Company's paid-in capital or NT$300 million, except for transactions with the government authorities.	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.
Atrticle 12. Trading of derivative products I. When the Company and its subsidiaries engage in derivatives trading, the principles and guidelines, operating procedures, risk management measures and regular evaluation methods, which shall be conducted in accordance with the provisions of the “Operating Procedures for Derivative Product Transactions” formulated by the Company and its subsidiaries, respectively. II. When the Company and its subsidiaries engage in derivatives trading, the Board of Directors shall exercise effective supervision and management in	Atrticle 12. Trading of derivative products I. For derivatives trading, the transaction principles and guidelines, operating procedures, risk management measures and regular evaluation methods shall be established in accordance with the provisions of the “Operating Procedures for Derivative Product Transactions” set out in the preceding paragraph. II. For derivatives trading, the Board of Directors shall exercise effective supervision and management in accordance with the following principles:	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated

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accordance with the following principles: (I) The designated senior management shall always pay attention to the monitoring and control of derivatives trading at all times. (II) Regularly evaluate whether the performance of derivatives transactions meets the established operating strategies and whether the risks are within the scope of the Company and its subsidiaries. III. The Company and its subsidiaries shall establish a log book for derivatives trading, and shall set up a log book for the following matters. (I) The type, amount and date of approval of the derivatives trading. (II) Assessment report on positions held in derivative transactions: 1. The positions held in the derivatives trading shall be assessed at least once a week. 2. Hedging transactions that need to be conducted in the course of business need shall be assessed at least twice a month. The above assessment report shall be submitted to senior executives authorized by the Board. (III) Regularly evaluate whether the performance of derivatives trading meets the established operating strategies and whether the risks are within the scope of the Company's permitted scope. (IV) Periodically evaluate whether the risk management measures currently used are appropriate and faithfully implemented the procedures for engaging in derivatives trading. (V) For major derivatives transactions, the Audit Committee shall be approved by the Audit Committee and submitted to the Board of Directors for resolution. V. Internal audit system: The internal auditors of the Company shall regularly review the legitimacy of the internal control on derivatives trading, and audit whether the trading department conforms to the procedures for derivative product trading. They shall also draft the audit report. If any major violations are found, they shall report to the Audit Committeeinwriting.	(I) The designated senior management shall always pay attention to the monitoring and control of derivatives trading at all times. (II) Regularly evaluate whether the performance of derivatives transactions meets the established operating strategies and whether the risks are within the scope of the Company and its subsidiaries. III. For derivatives trading, a log book shall be established. For the following items, please refer to the provisions for reference. (I) The type, amount and date of approval of the derivatives trading. (II) Assessment report on positions held in derivative transactions: 1. The positions held in the derivatives trading shall be assessed at least once a week. 2. Hedging transactions that need to be conducted in the course of business need shall be assessed at least twice a month. The above assessment report shall be submitted to senior executives authorized by the Board. (III) Regularly evaluate whether the performance of derivatives trading meets the established operating strategies and whether the risks are within the scope of the Company's permitted scope. (IV) Periodically evaluate whether the risk management measures currently used are appropriate and faithfully implemented the procedures for engaging in derivatives trading. (V) For major derivatives transactions, the Audit Committee shall be approved by the Audit Committee and submitted to the Board of Directors for resolution. IV. Internal audit system: The internal auditors of the Company shall regularly review the legitimacy of the internal control on derivatives trading, and audit whether the trading department conforms to the procedures for derivative product trading. They shall also draft the audit report. If any major violations are found, they shall report to the Audit Committee in writing.	November 26, 2018.
Atrticle 13. Business combination, demerger, acquisition, and transfer of shares I. When the Company conducts merger, demerger, acquisition, or transfer of shares, an opinion shall be submitted to the CPAs, lawyers, or securities underwriter for the reasonableness of the exchange ratio, acquisition price, or distribution of cash or other property of the Company. The Audit Committee shall be submitted to the Audit Committee for approval and the Board meeting for discussion and passage. A	Atrticle 13. Business combination, demerger, acquisition, and transfer of shares I. When the Company conducts merger, demerger, acquisition, or transfer of shares, an opinion shall be submitted to the CPAs, lawyers, or securities underwriter for the reasonableness of the exchange ratio, acquisition price, or distribution of cash or other property of the Company. The Audit Committee shall be submitted to the Audit Committee for approval and the Board meeting for discussion and passage. A	The amendment and adjustment of the provisions was made as per the Regulations Governing the Acquisition and Disposal

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subsidiary, which owns directly or indirectly owns 100% of the total issued shares or capital, shall be exempted from the merger and acquisition of the entire issued share capital of the subsidiary or the total number of issued shares or capital. II. The Company shall, in the event of a merger, demerger, acquisition, or acquisition of a substantial part of the agreed content and related matters, make public information on the shareholders' meeting before the meeting. The Company shall also make a record of the shareholders' meeting to the shareholders' meeting for the purpose of the merger, demerger, or acquisition of the said proposal. However, this restriction shall not apply to any matter that may be approved by a shareholders' meeting to be resolved by a resolution of a shareholders' meeting. If the shareholders' meeting is unable to convene and vote on the number of shares held by the Company or the Company's shares, or the proposal is resolved by the shareholders' meeting, the cause of the meeting shall be stated immediately, and the date of the meeting shall be stated. III. When the Company conducts merger, demerger, or acquisition, all participating companies shall convene a Board of Directors and a shareholder meeting on the day of the meeting to resolve the matter. The resolution shall be held on the same day of the meeting. The resolution shall be discussed and divided into the meeting, split, or acquisition of the relevant matters. A company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another law provides otherwise or the competent authority has given special circumstances prior to the approval of the competent authority. IV. The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares.	II. III. IV.	subsidiary, which owns directly or indirectly owns 100% of the total issued shares or capital, shall be exempted from the merger and acquisition of the entire issued share capital of the subsidiary or the total number of issued shares or capital. The Company shall, in the event of a merger, demerger, acquisition, or acquisition of a substantial part of the agreed content and related matters, make public information on the shareholders' meeting before the meeting. The Company shall also make a record of the shareholders' meeting to the shareholders' meeting for the purpose of the merger, demerger, or acquisition of the said proposal. However, this restriction shall not apply to any matter that may be approved by a shareholders' meeting to be resolved by a resolution of a shareholders' meeting. If the shareholders' meeting is unable to convene and vote on the number of shares held by the Company or the Company's shares, or the proposal is resolved by the shareholders' meeting, the cause of the meeting shall be stated immediately, and the date of the meeting shall be stated. When the Company conducts merger, demerger, or acquisition, all participating companies shall convene a Board of Directors and a shareholder meeting on the day of the meeting to resolve the matter. The resolution shall be held on the same day of the meeting. The resolution shall be discussed and divided into the meeting, split, or acquisition of the relevant matters. A company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another law provides otherwise or the competent authority has given special circumstances prior to the approval of the competent authority. A company whose shares are listed on the Stock Exchange or traded over the counter shall prepare a full written record of the following information and retain the following information for a 5-year period: (I) Basic information of personnel: Including the person involved in the planning and implementation of the merger, demerger, acquisition, or transfer of a transfer plan or plan of the Company before the public information disclosure: The title, name and national ID number (for foreign nationals is the passport number). (II) Dates of important events: Including the signing of letter of intent or memorandum of understanding, the hiring of financial or legal advisors, the signing of a contract, and the date of the Board of Directors'meeting. (III) Important documents and minute books: Including merger, demerger,	of Assets by Public Companies.
		(I) (II) (III)

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V. The Company shall not arbitrarily alter the share exchange ratio or acquisition price, and shall stipulate the circumstances in the contract for the merger, demerger, acquisition, or transfer of shares: (I) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities. (II) An action, such as a disposal of major assets that affects the Company's financial operations. (III) An event, such as a major disaster or major change in technology that affects shareholder equity or share price. (IV) The adjustment of the Company's participating in the merger, demerger, acquisition, or transfer of shares by any party to buy back treasury stocks by law. (V) An increase or decrease in the number of entities or the Company participating in the merger, demerger, acquisition, or transfer of shares. (VI) Other conditions that the contract stipulates may be altered and that have been publicly disclosed. VI. The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the Company participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following: (I) Handling of breach of contract (II) Principles for the handling of equity- type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged. (III) The amount of treasury stock participating companies are permitted according to laws to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof. (IV) The method of handling changes in the number of participating entities or companies. (V) Expected execution progress and expected completion schedule. (VI) When the plan is overdue, the scheduled date of convening a shareholders' meeting shall be convened according to the laws and regulations.	acquisition, or transfer of shares, letter of intent or memorandum of understanding, important contracts, and minutes of Board of Directors meetings. V. When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall, within two days commencing immediately from the date of passage of a resolution by the Board, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the authority for recordation. VI. Where another company(s) participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on the over-the-counter venue, the Company shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding Paragraphs 1 and 2. VII. The person involved in the merger, demerger, acquisition, or transfer of shares of the Company shall issue a written letter of confidentiality. The Company shall issue a written letter of undertaking to the public, and shall not disclose the content of the plan and shall not engage in any other- party securities or other equity-type securities that are related to the Company's shares and other equity-type transactions before the disclosure of the information. VIII. The Company shall not arbitrarily alter the share exchange ratio or acquisition price, and shall stipulate the circumstances in the contract for the merger, demerger, acquisition, or transfer of shares: (I) Cash capital increase, issuance of corporate bonds, distribution of shares, issuance of corporate bonds, preferred shares with warrants, stock warrants, and other equity-based securities. (II) An action, such as a disposal of major assets that affects the Company's financial operations. (III) An event, such as a major disaster or major change in technology that affects shareholder equity or share price. (IV) The adjustment of the Company's participating in the merger, demerger, acquisition, or transfer of shares by any party to buy back treasury stocks by law. (V) Changes in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. (VI) Other conditions that have been altered in the contract and have been disclosed public disclosures. IX. When participating in a merger, demerger, acquisition, or transfer of shares, the	acquisition, or transfer of shares, letter of intent or memorandum of understanding, important contracts, and minutes of Board of Directors meetings. When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall, within two days commencing immediately from the date of passage of a resolution by the Board, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the authority for recordation. Where another company(s) participating in
		a merger, demerger, acquisition, or transfer
		of another company's shares is neither listed on an exchange nor has its shares traded on the over-the-counter venue, the Company shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding Paragraphs 1 and 2. The person involved in the merger, demerger, acquisition, or transfer of shares of the Company shall issue a written letter of confidentiality. The Company shall issue a written letter of undertaking to the public, and shall not disclose the content of
		the plan and shall not engage in any other- party securities or other equity-type securities that are related to the Company's
		share exchange ratio or acquisition price, and shall stipulate the circumstances in the
		contract for the merger, demerger, acquisition, or transfer of shares: (I) Cash capital increase, issuance of corporate bonds, distribution of shares, issuance of corporate bonds, preferred shares with warrants, stock warrants, and other equity-based securities. (II) An action, such as a disposal of major assets that affects the Company's financial operations. (III) An event, such as a major disaster or major change in technology that affects shareholder equity or share price. (IV) The adjustment of the Company's participating in the merger, demerger, acquisition, or transfer of shares by any party to buy back treasury stocks by law. (V) Changes in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. (VI) Other conditions that have been altered in the contract and have been disclosed public disclosures. When participating in a merger, demerger, acquisition, or transfer of shares, the

Articles before amendment		Articles after amendment	Revision reason
VII. After public disclosure of the information, if the Company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out a new the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew. VIII. For a company that participates in a merger, demerger, acquisition, or transfer of a company's shares is not a public company, the Company shall sign an agreement with its signature and seal in accordance with the provisions of Article 3, 4 and 7 of these Regulations.	X. XI.	contract shall be stated in the contract, and shall also include the following: (I) Handling of breach of contract (II) Principles for handling equity-type securities previously issued or treasury stock previously bought back by a company that is extinguished in a merger or that is demerged. (III) The amount of treasury stock participating companies are permitted according to laws to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof. (IV) The method of handling changes in the number of participating entities or companies. (V) Expected execution progress and expected completion schedule. (VI) When the plan is overdue, the scheduled date of convening a shareholders' meeting shall be convened according to the laws and regulations. If the Company participates in the merger, demerger, acquisition, or transfer of shares,
		and the information is publicly open to the Company, such as the participation in the number of shares in the Company and the other companies, such as the participation in the number of participating parties and the Company's shares, such as the number of shares involved in the number of shares held, split, acquisition, or transfer of shares, the Company shall be required to take the following actions for the implementation of the merger, demerger, acquisition, or transfer of shares. The procedures for the completion of the merger, demerger, acquisition, or transfer of shares shall be carried out. If a company participating in a merger, demerger, acquisition, or transfer of a company is not a public company, the Company shall sign an agreement with its signatures and shall comply with the provisions of Paragraph 3 and 7 and 10 of this Article.
Atrticle 14. Information Disclosure I. If any of the following conditions relating to the Company’s acquisition or disposal of assets, the relevant information shall be announced and reported in the appropriate format as prescribed by regulations on related information declaration website within two days commencing immediately from the date of occurrence: (I) Acquisition or disposal of real property, or acquisition or disposal of any assets other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NT$300 million or more from a related party; provided	Atrticle 14. I.	Information Disclosure If any of the following conditions relating to the Company’s acquisition or disposal of assets, the relevant information shall be announced and reported in the appropriate format as prescribed by regulations on related information declaration website within two days commencing immediately from the Date of occurrence of the Event: (I) Acquisition or disposal of real property, or acquisition or disposal of any assets or the right of using other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NT$ 300 million or more from a related party; provided	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.

Articles before amendment	Articles after amendment	Revision reason
that it should not be applicable to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds. (II) Merger, spin-off, acquisition, or transfer of shares. (III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the relevant procedures adopted by the Company. (IV) Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a Related Party, and the transaction amount is more than NT$500 million. (V) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million. (VI) Where there is an asset transaction (other than any such transactions referred to in the preceding (I)-(V) subparagraphs), a disposal of receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: However, this shall not apply to the following circumstances: 1. Trading of government bonds. 2. Trading of bonds under repurchase/resale agreements and the purchase or redemption of domestic money market funds issued by domestic securities and investment trust. II. The amount of transactions above shall be calculated as follows: (I) The amount of any individual transaction. (II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. (III) The cumulative transaction amount of real estate acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.	that it should not be applicable to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds. (II) Merger, spin-off, acquisition, or transfer of shares. (III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the relevant procedures adopted by the Company. (IV) Where the type of asset acquired or disposed is equipment for business use or its rights of using, the trading counterparty is not a Related Party and the transaction amount is more than NT$500 million. (V) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and counterpart is non- related party, the amount the Company expects to invest in the transaction is more than NT$500 million. (VI) Where there is an asset transaction (other than any such transactions referred to in the preceding (I)-(V) subparagraphs), a disposal of receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: However, this shall not apply to the following circumstances: 1. Trading of domestic government bonds. 2. Trading of bonds under repurchase/resale agreements and the purchase or redemption of domestic money market funds issued by domestic securities and investment trust. II. The amount of transactions above shall be calculated as follows: (I) The amount of any individual transaction. (II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. (III) The cumulative transaction amount of real estate acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.

Articles before amendment	Articles after amendment	Revision reason
(IV) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. (The following is omitted intentionally)	(IV) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. (The following is omitted intentionally)
Atrticle 15. Acquisition or disposal of assets by subsidiaries I. In case the assets acquired or disposed by its subsidiaries re-invested by the Company, it shall be handled as per these Procedures after the Amendments to Acquisition or Disposal of Assets adopted by the shareholders' meeting on June 22, 2017. The same shall be true when there is any amendment to these Procedures. The Company's "Procedures for Handling of Assets and Disposal of Assets" (except for the subsidiary company engaging in derivatives trading, which shall be implemented in accordance with the "Procedures for Engaging in Derivatives Trading") shall be abolished (provided that the Company shall be engaged in the handling procedures for derivatives trading). II. If a subsidiary of the Company is not a public company and the acquired or disposed assets meet the information declaration standards, the Company shall also be announced, reported and documented. In the event of a subsidiary company's declaration standards, "20% of the Company's paid-in capital or 10% of total assets" shall be based on the Company's paid-in capital or total assets. III. The subsidiary companies reinvested by the Company may vary from their respective corporate governance regulations due to their local laws and regulations. The duties of the Board of Directors, the Chairman, Independent Directors, the Board of Directors and the Audit Committee shall be held by the responsible unit of the respective subsidiary companies under the laws and regulations of the subsidiary.	Atrticle 15. Acquisition or disposal of assets by subsidiaries I. In case the assets acquired or disposed by its subsidiaries re-invested by the Company, it shall be handled as per these Procedures after the Amendments to Acquisition or Disposal of Assets adopted by the shareholders' meeting on June 22, 2017. The same shall be true when there is any amendment to these Procedures. The Company's "Procedures for Handling of Assets and Disposal of Assets" (except for the subsidiary company engaging in derivatives trading, which shall be implemented in accordance with the "Procedures for Engaging in Derivatives Trading") shall be abolished (provided that the Company shall be engaged in the handling procedures for derivatives trading). II. If a subsidiary of the Company is not a public company and its acquisition or disposal of assets reaches the reporting standard, the Company is responsible for such information disclosure. In the event of a subsidiary company's declaration standards, "20% of the Company's paid-in capital or 10% of total assets" shall be based on the Company's paid-in capital or total assets. III. The subsidiary companies reinvested by the Company may vary from their respective corporate governance regulations due to their local laws and regulations. The duties of the Board of Directors, the Chairman, Independent Directors, the Board of Directors and the Audit Committee shall be held by the responsible unit of the respective subsidiary companies under the regulations of the local laws and regulations of the subsidiary.	The amendment is made as per the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Atrticle 16. Declaration and announcement to related parties for purchase of real property In case the Company acquires real estate from a related party, in addition to signing the contract, the Company shall also make a public announcement in accordance with the provisions of the "Guidelines for Handling Acquisition of Real Estate from a Related Party by Public Companies" promulgated by the competent authority and draft predicted monthly cash flow for one year since the signing of the contract. The Company shall also assess the necessity and anticipated benefit of the real property acquisition and submit to the next shareholders' meeting for approval and recognition by the Auditing Committee. This Company acquires real estate from a related party may not proceed with the	Deleted	The current Article 16 is deleted from the current Article 16 and Article 14.

Articles before amendment	Articles after amendment	Revision reason
transaction until the approval of the shareholders' meeting and the recognition of the Auditing Committee. If the transaction amount reaches the provision of Article 14 of these Procedures, the Company shall make a public announcement.
Atrticle 17. Supplementary Provisions I. Where the Company acquires or disposes of assets to the public and the standard of public disclosure, the Company shall disclose the content of the public announcement in the notes to the financial statements and submit it to the Shareholders' Meeting for reporting. II. If the employees of the Company violate these Procedures and related regulations in the process of handling with acquiring or disposing assets, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company. III. Any matters not stipulated herein shall be subject to related laws and related regulations of the Company. If the Company has amended the original interpretation of the procedures for acquisition or disposal of assets by the competent authority, the Company shall comply with the new letter of order. IV. The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures. When submitting the procedures for acquisition or disposal of assets to the Board for deliberation, the comments of each Independent Director shall be duly considered, and the objection or expression of reservations of such Independent Director shall be clearly recorded in the Board minute books. V. The approval of the Audit Committee as required in these Procedures means the agreement of more than half of all Auditing Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minute books of the Board of Directors' Meeting. VI. The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. VII. 10% of the total assets shall be calculated by referring to the total assets of the stand-alone or individual financial statements for the most recent term prepared in accordance with the Regulations Governing the Preparation of	Atrticle 16. Article 16 Supplementary Provisions I. If the employees of the Company violate these Procedures and related regulations in the process of handling with acquiring or disposing assets, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company. II. Any matters not stipulated herein shall be subject to related laws and related regulations of the Company. If the Company has amended the original interpretation of the procedures for acquisition or disposal of assets by the competent authority, the Company shall comply with the new letter of order. III. The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures. When submitting the procedures for acquisition or disposal of assets to the Board for deliberation, the comments of each Independent Director shall be duly considered, and the objection or expression of reservations of such Independent Director shall be clearly recorded in the Board minute books. IV. The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minute books of the Board of Directors’meeting. V. The terms of"all audit committee members"and"all directors"in these Procedures shall be counted as the actual number of persons currently holding those positions. VI. 10% of the total assets shall be calculated by referring to the total assets of the stand-alone or individual financial statements for the most recent term prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. VII. These Operating Procedures were made	1. Change of provisions: deleted prevailing Article 16 and the prevailing Article 17 changes to Article 16. 2. As per current the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, deleted the prevailing Article 17-1. 3. Number and date of adding and revision.

Articles before amendment		Articles after amendment	Revision reason
Financial Reports by Securities Issuers. VIII. These Operating Procedures were made on October 30, 1996. The first amendment was made on July 28, 1998. The second amendment was made on November 20, 1999. The third amendment was made on June 12, 2004. The fourth amendment was made on June 13, 2007. The fifth amendment was made on June 16, 2009. The sixth amendment was made on June 21, 2012. The seventh amendment was made on June 11, 2014. The eighth amendment was made on June 22, 2017. The ninth amendment was made on June 21,2018.		on October 30, 1996. The first amendment was made on July 28, 1998. The second amendment was made on November 20, 1999. The third amendment was made on June 12, 2004. The fourth amendment was made on June 13, 2007. The fifth amendment was made on June 16, 2009. The sixth amendment was made on June 21, 2012. The seventh amendment was made on June 11, 2014. The eighth amendment was made on June 22, 2017. The ninth amendment was made on June 21, 2018. The tenth amendment was made on June 21, 2019.

Attachment 7

TRIPOD TECHNOLOGY CORPORATION

Comparison Table for the Amendment to the Operating Procedures for Derivative

Product Transactions

	Product Transactions
Articles before amendment	Articles after amendment	Revision reason
III. Scope of Application (I) "Derivatives" used herein refers to forward contracts, options contracts, futures, swaps and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. (II) The term "forward contracts" used herein does not include insurance contracts, performance contracts, after-sales service contracts, long- term leasing contracts, or long-term purchase (sales) agreements. (III) The transactions in relation to bond margin trade shall be subject to these Procedures.	III. Scope of Application: (I) "Derivatives" used herein refers to forward contracts, options contracts, futures contracts, leverage margin contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. (II) The term "forward contracts" used herein does not include insurance contracts, performance contracts, after-sales service contracts, long- term leasing contracts, or long-term purchase (sales) agreements.	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.
IV. Transaction Principles and Policies: (I) Types of Transactions 1. The Company upholds reasonable and lawful principles in transactions. The transacted financial derivative products include forward, option, future, interest or exchange rate swap and combination or hybrid contracts of the above products. 2. The foreign exchange transactions used herein consists of hedging transactions (for non- transaction purpose) and specific- purpose transactions (for the transaction purpose) by the purposes of operation. (II) Operating and hedging strategies In dealing with financial derivative transactions, the Company shall select products that could mitigate the risks or reasonably lock the risks. The selected products shall be based on those that could mitigate risks brought by the Company's business operation. In addition, the transaction count parts shall be banks that have daily business with the Company to prevent from credit risks. Before foreign exchange operation, it must be clearly defined as hedging or specific-purpose transactions, so as to serve as the basis for accounting. (III) Separation of Powers and Responsibilities	IV. Trading principles and policies: (I) Types of Transactions 1. The Company upholds reasonable and lawful principles in transactions. The transacted financial derivative products include forward, option, future, interest or swap and combination or hybrid contracts of the above products or structured above products. 2. The foreign exchange transactions used herein consists of hedging transactions (for non- transaction purpose) and specific-purpose transactions (for the transaction purpose) by the purposes of operation. (II) Operating and hedging strategies In dealing with financial derivative transactions, the Company shall select products that could mitigate the risks or reasonably locked risks. The selected products shall be based on those that could mitigate risks brought by the Company's business operation. In addition, the transaction count parts shall be banks that have daily business with the Company to prevent from credit risks. Before foreign exchange operation, it must be clearly defined as hedging or specific-purpose transactions, so as to serve as the basis for accounting. (III) Separation of Powers and Responsibilities	The content of the amendment to the provisions and the amended text in accordance with the provisions of the Amendment Letter 1070341072 Letter dated November 26, 2018.

Articles before amendment	Articles after amendment	Revision reason
1. Trading operators: Refer to staff members in charge of executing derivative product transactions, collecting related information and regulations on financial derivative products, designing hedging strategies and risk disclosure, knowing the Company's policies and ideas and predicting the market trend and risks before the transactions. Excluding suggestions for forward, swap and principal protected financing deposit, providing position and hedging suggestions in line with the Company's operating strategy and implementing such strategy upon the approval of directors. (The following is omitted intentionally)	1. Trading operators: Refer to staff members in charge of executing derivative product transactions, collecting related information and regulations on financial derivative products, designing hedging strategies and risk disclosure, knowing the Company's policies and ideas and predicting the market trend and risks before the transactions. Excluding suggestions for forward, swap and principal protected financing deposit, providing position and hedging suggestions in line with the Company's operating strategy and implementing such strategy upon the approval of directors. (The following is omitted intentionally)
X. Supplementary Provisions: (I) The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures. (II) The approval of the Audit Committee as required in these Procedures means the agreement of more than half of all Auditing Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minute books. (III) The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. (IV) The amendment to these Operating Procedures was made on July 19, 1997. The first amendment was made on July 28, 1999. The second amendment was made on June 14, 2006. The third amendment was made on June 22, 2010. The fourth amendment was made on June 11, 2014. The fifth amendment was made on June 25, 2015. The sixth amendment was made on June 21, 2018.	X. Supplementary Provisions: (I) The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures. When these Procedures are submitted to the Board of Directors for deliberation, the Company shall take into full consideration each independent director's opinions. If an independent director raises an objection or reservation to the Board of Directors, it shall be recorded in the minute books of the Board of Directors. (II) The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minute books of the Board of Directors. (III) The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. (IV) The amendment to these Operating Procedures was made on July 19, 1997. The first amendment was made on July 28, 1999. The second amendment was made on June 14, 2006. The third amendment was made on June 22, 2010. The fourth amendment was made	1. The amendments are subject to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. 2. Number and date of adding and revision.

Articles before amendment		Articles after amendment	Revision reason
		on June 11, 2014. The fifth amendment was made on June 25, 2015. The sixth amendment was made on June 21, 2018. The seventh amendment was made on June 21, 2019.

Attachment 8

TRIPOD TECHNOLOGY CORPORATION

Comparison Table for the Amendment to Regulations Governing the Management of Endorsement and Guarantee

Articles before amendment	Articles after amendment	Revision reason
Atrticle 8. Time limit and content of declaration: The announcement to the competent authority, declaration time limit and contents shall be subject to related regulations of competent authority. 1. The Company shall announce and report the previous month's loan balances of its head office and subsidiaries by the 10th day of each month. 2. The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: (1) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement. (2) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement. (3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long- term nature in, and balance of loans to, such enterprise reaches 30% or more of Company's net worth as stated in its latest financial statement. (4) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement. 3. The Company shall announce and report on behalf of any subsidiary thereof that is not a	Article 8 Time limit and content of declaration: The announcement to the competent authority, declaration time limit and contents shall be subject to related regulations of competent authority 1. The Company shall announce and report the previous month's loan balances of its head office and subsidiaries by the 10th day of each month. 2. The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: (1) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement. (2) (2) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement. (3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment and balance of loans to, accounted by the equity method, such enterprise reaches 30% or more of Company's net worth as stated in its latest financial statement. (4) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement. 3. The Company shall announce and report on behalf of any subsidiary thereof that is not a	1. The content of the amendment to the provisions and the amended text Based on the Financial Supervisory Commission (Letter No. 1080304826) dated on March 7, 2019.

Articles before amendment	Articles after amendment	Revision reason
public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Subparagraph 3 of the preceding Paragraph. “Date of occurrence” in these Procedures means the date of contract signing, date of payment, dates of Boards of Directors' resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.	public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Subparagraph 3 of the preceding Paragraph. “Date of occurrence” in these Procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.
Atrticle 9. Notes to processing endorsement/guarantee: (I) When going through the endorsement/guarantee, the Company shall evaluate the endorsement/guarantee risks with the evaluation records and acquire collateral if necessary. (II) The Company shall use the corporate chop registered with the MOEA as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board and may be used to seal or issue negotiable instruments only in prescribed procedures. When making a guarantee for a foreign company, the Company shall have the guarantee agreement signed by the Chairman or General Manager authorized by the Board. (III) The financial department shall evaluate or identify loss contingencies of the endorsements/guarantees and disclose information relevant to the endorsements/guarantees as appropriate in the financial statement, and shall provide the relevant information to a certified public accountant for adoption of necessary audit and preparation of the audit report. (IV) Where the entity for which the endorsement/guarantee is made later becomes non-conformity with the requirements set forth under Article 3 of these Procedures, or if the amount of endorsement/guarantee exceeds the limit due to changes in the basis of calculation, the endorsement/guarantee made for the business or entity or the portion exceeding the limit shall be cancelled upon expiration of the contract or within a timeframe specified in a plan adopted by the Company. The	Article 9 Notes to processing endorsement/guarantee: (I) When go through endorsement/guarantee, the Company shall evaluate the endorsement/guarantee risks with the evaluation records and acquire collateral if necessary. (II) The Company shall use the corporate chop registered with the MOEA as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board and may be used to seal or issue negotiable instruments only in prescribed procedures. When making a guarantee for a foreign company, the Company shall have the guarantee agreement signed by the Chairman or General Manager authorized by the Board. (III) The financial department shall evaluate or identify loss contingencies of the endorsements/guarantees and disclose information relevant to the endorsements/guarantees as appropriate in the financial statement, and shall provide the relevant information to a certified public accountant for adoption of necessary audit and preparation of the audit report. (IV) Where the entity for which the endorsement/guarantee is made later becomes non-conformity with the requirements set forth under Article 3 of these Procedures, or if the amount of endorsement/guarantee exceeds the limit due to changes in the basis of calculation, the endorsement/guarantee made for the business or entity or the portion exceeding the limit shall be cancelled upon expiration of the contract or within a timeframe specified in a plan adopted by the Company. The	The amendment shall be made as per Guidelines for Lending of Capital, Endorsements and Guarantees by Public Companies.

Articles before amendment	Articles after amendment	Revision reason
relevant improvement plan shall also be submitted to the Independent Directors of the Audit Committee and reported to the Board. (V) Subsidiaries of the Company shall also handle with endorsement/guarantee matters as per this provision, which process shall be included in the parent Company's related operating procedures, and be announced, declared and reported as per Article 7. The overseas subsidiaries shall announce and declare matters within seven days of the occurrence of the event as par Article 8-2. (VI) Internal auditing system: The internal auditors of the Company shall regularly review the legitimacy of the internal control on derivatives trading, and audit whether the trading department conforms to the procedures for derivative product trading. They shall also draft the audit report. If any major violations are found, they shall report to the Audit Committee in writing. (VII) Penalties: If the managers and staff of the Company violate these Procedures in the process of handling with endorsement/guarantee, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company. (VIII) If the subsidiary’s net worth below 50% of issued capital, the Finance Department of the Company shall regularly monitor its financial situation and prepare a corrective plan in writing if any abnormalities are found. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under Subparagraph 8 of the preceding Paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.	relevant improvement plan shall also be submitted to the Independent Directors of the Audit Committee and reported to the Board. (V) Subsidiaries of the Company shall also handle with endorsement/guarantee matters as per this provision, which process shall be included in the parent Company's related operating procedures, and be announced and declared as per Article 7. (VI) Internal auditing system: Internal auditors shall regularly know legitimacy of operating procedures for endorsement/guarantee and perform auditing on the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Audit Committee. (VII) Penalties: If the managers and staff of the Company violate these Procedures in the process of handling with endorsement/guarantee, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company. (VIII) If the subsidiary’s net worth below 50% of issued capital, the Finance Department of the Company shall regularly monitor its financial situation and prepare a corrective plan in writing if any abnormalities are found. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under subparagraph 8 of the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.
Atrticle 10. The announcement of the promulgation and amendment: (I) The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of	Article 10 The announcement of the promulgation and amendment: (I) The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution in the	1. The amendment shall be made as per Guidelines for Lending of Capital, Endorsements and Guarantees by

Articles before amendment	Articles after amendment	Articles after amendment	Revision reason
Shareholders' Meeting. The same shall apply to any amendments to the Procedures. (II) The approval of the Audit Committee as required in these Procedures means the consent of more than 50% of all Audit Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minute books of the Board of Directors. (III) The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. (IV) These Regulations were formulated on July 2, 1997. The first amendment was made on July 28, 1999. The second amendment was made on June 12, 2003. The third amendment was made on June 14, 2006. The fourth amendment was made on June 13, 2008. The fifth amendment was made on June 16, 2009. The sixth amendment was made on June 22, 2010. The seventh amendment was made on. June 20, 2013. The eighth amendment was made on June 11, 2014. The ninth amendment was made on June 21, 2018.	(II) (III) (IV)	Shareholders' Meeting. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Any objection by the Directors which is recorded or in writing shall be submitted to the shareholders' meeting for discussion. The same shall apply to any amendments to the Procedures. The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than half of all Audit Committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' Meeting. The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. These Regulations were formulated on July 2, 1997. The first amendment was made on. July 28, 1999. The second amendment was made on. June 12, 2003. The third amendment was made on. June 14, 2006. The fourth amendment was made on June 13, 2008. The fifth amendment was made on June. 16, 2009. The sixth amendment was made on June 22, 2010. The seventh amendment was made on June 20, 2013. The eighth amendment was made on June 11, 2014. The ninth amendment was made on June 21, 2018. The tenth amendment was made on June 21, 2019.	Public Companies. 2. Number and date of adding and revision

Attachment 9

TRIPOD TECHNOLOGY CORPORATION

Comparison Table for the Amendment to the Operating Procedures for Lending Funds to Other Parties

	Other Parties
Articles before amendment	Articles after amendment	Revision reason
Article 2 The aggregate amount of loans and the maximum amount permitted to a single borrower: 1. Limitation of the entities to which the Company may loan funds: The Company may lend funds to other parties for the purpose of operation, except under the following circumstances: (1) Where an inter-company or inter-firm business transaction calls for a loan arrangement. (2) Where an inter-company or inter-firm short-term financing facility is necessary. The term "short-term" as used in the preceding paragraph is a time period of one year. Where the Company's operating cycle exceeds one year. (3) Each inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed 200% of the net worth of the Company. 2. Reasons and necessity for loan to other parties: Where funds are lent to a company or business with business relationships with the Company, such loans shall be granted in accordance with Paragraph 3.2.1 of Article 2. Loans may be granted due to short-term financing need only under one of the following circumstances: (1) A Subsidiary of the Company of which the Company holds 50% or more of its shares having a business need for short-term financing; or (2) Where short-term financing is required for a company or business due to purchase of materials or operating needs; or (3) Where the loan is approved by the Auditing Committee and Board of Directors of the Company. 3. Loan limits: (1) Aggregate amount of loans: The accumulated total of loans granted shall not the net worth of the Company. Where funds are lent to a company or business with a short-term financing need, the accumulated amount of such loans shall not	Article 2 The aggregate amount of loans and the maximum amount permitted to a single borrower: 1. Limitation of the entities to which the company may loan funds: The Company may lend funds to other parties for the purpose of operation, except under the following circumstances: (1) Where an inter-company or inter-firm business transaction calls for a loan arrangement. (2) Where an inter-company or inter-firm short-term financing facility is necessary. The term "short-term" as used in the preceding paragraph is a time period of one year. Where the Company's operating cycle exceeds one year. (3) Each inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed 200% of the net worth of the Company. 2. Reasons and necessity for loan to other parties: Where funds are lent to a company or business with business relationships with the Company, such loans shall be granted in accordance with Paragraph 3.2.1 of Article 2. Loans may be granted due to short-term financing need only under one of the following circumstances: (1) A Subsidiary of the Company of which the Company holds 50% or more of its shares having a business need for short-term financing; or (2) Where short-term financing is required for a company or business due to purchase of materials or operating needs; or (3) Where the loan is approved by the Auditing Committee and Board of Directors of the Company. 3. Loan limits: (1) Aggregate amount of loans: The accumulated total of loans granted shall not the net worth of the Company. Where funds are lent to a company or business with a short-term financing need, the accumulated amount of such loans shall not exceed 40% of the	1. The content of the amendment to the provisions and the amended text Based on the Financial Supervisory Commission (Letter No. 1080304826) dated on March 7, 2019.

Articles before amendment		Articles after amendment	Revision reason
exceed 40% of the net worth of the Company. (2) The maximum amount permitted to a single borrower: Business transaction: The amount of an individual loan granted by the Company to a company or company ltd. that has business relationship with the Company shall not exceed the business transaction amount between the parties. The transaction amount refers to the total amount of goods purchased or sold between the two parties in the last year. Loans with short-term financial need: Where funds are lent to a company or business with short-term financial need, each individual loan shall not exceed 40% of the net worth of the Company. (3) Each inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed 200% of the net worth of the Company. After the Company adopts IFRSs to draft the financial reports, the "Net worth" as referred to in the Procedures shall be equity attributable to owners of the parent company in the balance sheet as per the Regulations Governing the Preparation of Financial Reports by Securities Issuers.		net worth of the Company. (2) The maximum amount permitted to a single borrower: Business transaction part: The amount of an individual loan granted by the Company to a company or business with business relationship with the Company shall not exceed the business transaction amount between the parties. The transaction amount refers to the total amount of goods purchased or sold between the two parties in the last year. between the parties Loans with short-term financial need: Where funds are lent to a company or business with short-term financial need, each individual loan shall not exceed 40% of the net worth of the Company. (3) Each inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed 200% of the net worth of the Company. After the Company adopts IFRSs to draft the financial reports, the "Net worth" as referred to in the Procedures shall be equity attributable to owners of the parent company in the balance sheet as per the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The responsible person of the Company who has violated the provisions of the preceding Paragraph 3-1 and 3-2 shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for the damages, if any, to the Company resulted therefrom.
Article 6 The funds shall only be allocated after the Operating Procedures for Lending Funds to Other Parties reported to the Shareholders' Meeting for reference.	Article 6 The funds shall only be allocated after the Operating Procedures for Lending Funds to Other Parties is adopted by the Auditing Committee and Board of Directors and reported to the Shareholders' Meetingfor reference.		Text amendment.
Article 9 These Operating Procedures shall be announced and reported to the competent authorities as per related regulations of the competent authorities. 1. The Company shall announce and declare the previous month's loan balances of its head office and Subsidiaries by the 10th day of each month. 2. The Company whose loans of funds reach one of the following levels shall announce and report such event	Article 9 These Operating Procedures shall be announced and reported to the competent authorities as per related regulations of the competent authorities. 1. The Company shall announce and declare the previous month's loan balances of its head office and Subsidiaries by the 10th day of each month. 2. The Company whose loans of funds reach one of the following levels shall announce and report such event		The content of the amendment to the provisions and the amended text Based on the Financial Supervisory Commission (Letter No. 1080304826) dated on March 7, 2019.

Articles before amendment	Articles after amendment	Revision reason
within two days commencing immediately from the date of occurrence: (1) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20% 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% or more of the Company's net worth as stated in its latest financial statement. (3) The amount of new loans of funds by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement. 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 Subparagraph 3 of the preceding Paragraph. “Date of occurrence” in these Procedures means the date of contract signing, date of payment, dates of Board of Directors' resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whicheverdateis earlier.	within two days commencing immediately from the date of occurrence: (1) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20% 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% or more of the Company's net worth as stated in its latest financial statement. (3) The amount of new loans of funds by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement. 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 subparagraph 3 of the preceding paragraph. “Date of occurrence” in these Procedures means the date of contract signing, date of payment, dates of Board of Directors' resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whicheverdateis earlier.
Article 10 1. The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures. 2. The approval of the Audit Committee as required in these Procedures means the agreement of more than half of all Auditing Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' Meeting. 3. The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. 4. These Regulations were formulated on July 2, 1997. The first amendment was made on July	Article 10 1. The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the ordinary resolution in the shareholders' meeting. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Any objection by the Directors which is recorded or in writing shall be submitted to the shareholders' meeting for discussion. The same shall apply to any amendments to the Procedures. 2. The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than half of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. 3. The terms of"all audit committee	1. The amendment shall be made as per Guidelines for Lending of Capital, Endorsements and Guarantees by Public Companies. 2. Number and date of adding and revision.

Articles before amendment		Articles after amendment	Revision reason
28, 1999. The second amendment was made on June 21, 2002. The third amendment was made on June 12, 2003. The fourth amendment was made on June 16, 2009. The fifth amendment was made on. June 22, 2010. The sixth amendment was made on. June 20, 2013. The seventh amendment was made on June 11, 2014. The eighth amendment was made on June 21, 2018.	4.	members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions. These Regulations were formulated on July 2, 1997. The first amendment was made on July 28, 1999. The second amendment was made on. June 21, 2002. The third amendment was made on June 12, 2003. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 22, 2010. The sixth amendment was made on June 20, 2013. The seventh amendment was made on June 11, 2014. The eighth amendment was made on June 21, 2018. The ninth amendment was made on June 21, 2019.

Appendix

TRIPOD TECHNOLOGY CORPORATION

Articles of Association

Chapter 1 General Provisions

Atrticle 1.	The Company shall be incorporated as a company limited by shares, under the Company Act of the
	Republic of China. The name of the Company shall be TRIPOD TECHNOLOGY CORPORATION.
Atrticle 2.	The scope of business of the Company shall be:
	I. Design, manufacture, sale and lease of electronic computers, computer system equipment, peripheral
	equipment and terminal equipment.
	II. Electronic cash register and its surrounding design, manufacture, sale and leasing.
	III. Design, manufacture and sale of computer system software and application software.
	IV. The design, manufacture, processing and sale of computer products, including sound card, image
	card and transmission card.
	V. Design, manufacture, sales and leasing of electronic and computer components.
	VI. Design, manufacture, sale and import & export of computer automation equipment
	VII. Design, manufacture and sale of printed circuit boards, circuit templates and their combinations.
	VIII. Design, manufacture and sale of multiplex transmission equipment, data transmission equipment,
	communication transmission equipment and network system.
	IX. Manufacturing, processing and sales of communication equipment including data machine, radio
	data communicator and digital radio telephone.
	X. Design, manufacture and sales of monitor, fluorescent tube and LCD.
	XI. Design, manufacture and sales of electronic instruments & equipment and automation production
	equipment.
	XII. Manufacturing, processing and trading of various electrical and mechanical hardware components.
	XIII. Agency services of price quotation, bidding and distribution for related products mentioned above
	for domestic and foreign manufacturers (except futures).
	XIV. Import and export business of related products mentioned above,
	XV. Business not prohibited or restricted by law may be operated except for licensing business.
Article 2-1	The Company may act as a guarantor where necessary for the purpose of carrying out its business.
Atrticle 3.	As the Company is a shareholder of limited liability in other companies, the total amount of its
	investments is not subject to the investment limitation specified in Article 13 of the Company Act.
Atrticle 4.	The Company shall have its registered head office in Taoyuan City and shall, where necessary and with a
	resolution to do so by the Board of Directors, set up branch offices either within or outside the territory of
	the Republic of China.
Atrticle 5.	Deleted.
	Chapter 2 Shares
Atrticle 6.	The total registered capital stock of the Company shall be NT$6 billion, divided into 600 million shares
	with a par value of NT$10 per share. Any unissued shares shall be issued, where necessary, upon the
	approval of the Board.
	Of NT$6 billion of the above total capital stock of the Company, NT$2 million with a par value of
	NT$10, in a total of 20 million shares, shall be retained for the issuance of subscription right, special
	stocks with stock option or corporate bond with subscription right, which may be issued in installments
	from time to time upon the approval of the Board.
Atrticle 7.	The share certificates of the Company shall be in registered form, and before they are issued, shall be
	signed by or affixed with the seals of no less than three Directors of the Company, and be certified
	pursuant to the law.
	For the shares to be issued to the public by the Company, the issuing company may be exempted from
	printing any share certificate for the shares issued.
Atrticle 8.	The Company shall handle with stock affairs as per the Guidelines Governing Handling of Stock Affairs
	by Public Stock Companies.
Atrticle 9.	Deleted
Atrticle 10.	Registration for transfer of shares shall be conducted within sixty days from the convening date of a

regular shareholders' meeting and suspended for a period of the convening date of a regular shareholders meeting, thirty days before the convening date of a special shareholders meeting, or within five days before the date on which dividends, bonus, or other benefits are scheduled to be paid by the Company. Atrticle 11. Deleted.

Chapter 3 Shareholders' Meetings

Atrticle 12. There are two types of shareholders' meetings: the general meetings and the temporary meetings. Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year, unless otherwise approved by the competent authority with good reasons. Temporary meetings shall be convened whenever necessary according to the laws and regulations.
Atrticle 13. For the general meeting, a meeting notice shall be given to each shareholder no later than thirty days prior to the scheduled meeting date; For special meetings, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date, specifying the time and place of the meeting and the reason for convening the meeting.
Atrticle 14. Shareholders' Meeting is convened and presided over by Chairman. In case the Chairman is on leave of absence or cannot exercise his powers and authority, his proxy shall be subject to Article 208 of the Company Act. As for the meeting convened by any other person having the convening right, he/she shall act as the Chairman of that meeting provided, however, that if there are 2 or more persons having the convening right, the Chairman of the meeting shall be elected from among themselves.
Atrticle 15. A shareholder who is unable to attend a Shareholders’ Meeting may appoint a proxy to attend and vote on his behalf pursuant to a letter of proxy produced by the Company stating the ambit of the proxy’s authority and with the seal of the Company. The use of proxies for attendance by shareholders shall be subject to the Rules Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority, in addition to Article 177 of the Company Act.
Atrticle 16. The shareholders of the Company shall have one voting right for each share, unless otherwise regulated under Article 179 of the Company Act.
Atrticle 17. Unless otherwise provided by the Company Act, all resolutions of a shareholders meeting of the Company shall be passed, at a meeting attended by shareholders holding at least half of the issued capital stock, by more than half of the shareholders attending the meeting.
The voting power at a Shareholders' Meeting may be exercised by way of electronic means. Attendance via electronic means is deemed to be attendance in person. Related matters shall be handled subject to the relevant regulations.
Atrticle 18. Resolutions at a shareholders’ meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the Chairman. The minute book shall be distributed to all the shareholders of the Company within 20 days after the Shareholders’ Meeting. The minute book, the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept as per Article 183 of the Company Law.

The public announcement of the minute book mentioned in the preceding paragraph shall suffice.

Chapter 4 Directors and Supervisors

Atrticle 19. There shall be 7 to 11 directors with a term of 3 years and shall be elected by the shareholders at the -
Shareholders' Meeting and shall be eligible for re election. Total shares held by all directors and supervisors shall be subject to related regulations of securities regulatory authority.
In accordance with Article 14-2 and Article 183 of Securities and Exchange Act, the Company shall appoint independent directors numbering not less than 2 persons and not less than one-fifth of the number of directors
The election of the independent directors shall be by the nomination system whereby the shareholders' -
meeting nominate and elect candidates from the candidates list as per Article 192 1 of the Company Act. The professional qualifications, restrictions on both shareholding and concurrent positions held determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the regulations of competent securities -
authority. Independent and non independent directors shall be elected at the same time but on separate ballots.
Atrticle 20. Elections of Independent Directors at the Company shall be conducted in accordance with the candidate -
nomination system and procedures set out in Article 192 1 of the Company Act. The implementation shall be subject to the Company Act, Securities and Exchange Act and other related laws and regulations. Total registered stocks held by all directors shall be subject to the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the Securities and Futures Commission, Ministry of Finance.
Atrticle 21. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of association, the Company shall call a special shareholders meeting within 60 days from the -
date of occurrence to hold a by election to fill the vacancies, so as to fulfill the unexposed term of office of the predecessor.
Atrticle 22. Expiry of the Director's term is less than re-election, may extend the duty to the re-election time.
Atrticle 23. The Directors shall constitute the Board of Directors and shall elect one Chairman (and one Vice Chairman, if necessary) of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors. The Chairman shall externally represent the Company.
Atrticle 24. The Company's operating policies and other important matters shall be adopted by the Board of Directors. The Company’s Board meetings shall be convened by the Chairman of the Board, who shall act as Chairperson of the meeting, provided, except for the first Board meeting of each term after an election of Directors as per Article 203 or the Company Act. A Board meeting may be convened on short notice in the event of emergency. The convening of the meetings mentioned in the preceding paragraph could give a notice to directors by fax or email.
Atrticle 25. Unless a higher approval threshold is required under the Company Act, a proposal to be resolved at the Company’s Board meeting shall be approved by consent of a majority of the Directors present at the meeting attended by a majority of all Directors. When a Director appoints another Director to attend a Board meeting due to his/her absence, he or she shall, each time, issue a written proxy. The proxy form shall state therein the scope of authority of such proxy with reference to the subject matters to be discussed as listed in the Board meeting notice. A Director's proxy as described herein may act as a proxy for only 1 other Director.

If the Board of Directors meeting is convened by video conference, attendance via video conference is deemed to be attendance in person.

Atrticle 26. The minute book of the Board of Directors' Meeting shall be signed by the Chairperson of the meeting and a copy distributed to each shareholder within 15 days after the conclusion of the meeting. The minute book, the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept at the Company.
Atrticle 27. The Company shall set up the Auditing Committee as per Article 14-4 of the Securities and Exchanges Act. The Audit Committee shall be composed of the entire number of independent directors and is responsible for supervisors' duties as per the Company Act, Securities and Exchange Act and other related laws and regulations.

Chapter 5 Managers and employees

Atrticle 28. The Company may have one or more managerial personnel in accordance with the resolution of the Board of Directors. Appointment, discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of the Company Act.
Atrticle 29. General Managers shall handle business matters of the Company as per the resolutions of the Board of Directors.

Atrticle 30. Deleted.

Chapter 6 Accounting

Atrticle 31. The fiscal year of the Company shall begin on January 1, and end on December 31, of each year. The Board shall prepare the following reports after the end of each fiscal year, present the same first to the Supervisors for their inspection at least thirty days prior to the general meeting of the shareholders, and then to the shareholders at the general meeting of the shareholders for their ratifications: (I) Business report
(II) Financial statements
(III) Proposal for distribution of earnings to shareholders or recovery of prior year losses.
Atrticle 32. 6%-18% of profit of the current year distributable as employee bonus shall be distributed when the Company has profit. Employee bonus may be distributed in the form of shares or in cash. The distributed employees include qualified employees of subsidiaries of the Company. The bonus to directors shall not exceed 1% of profit of the current year distributable upon the adoption at the meeting of the Board of Directors. Proposals for the distribution of employee bonus and bonus to directors shall be submitted to the Shareholder’s Meeting. However, the Company’s accumulated losses shall have been covered before distributing employee bonus and bonus to directors by the aforementioned principles.
Article 32-1: Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied firstly towards making up any losses incurred by the Company in the previous years, secondly retaining 10% of the balance thereof as legal capital reserve, then setting aside or release special capital reserve in accordance with regulations and adding previous unappropriated earnings for the Board of Directors to make surplus profit proposal for distribution for resolution by the Shareholders' Meeting to distribute dividend bonus to shareholders.
The Company is in a growing stage in its life cycle. In considering the future operation expansion, capital demands and impact of tax on the Company and shareholders, the capital bonus policy of the Company is formulated based on the Company's capital demands estimated in planned capital budget plan. The appropriation of net income is drafted by the Board of Directors and implemented upon the adoption at the Shareholders' Meeting. The allocation of capital bonus shall be based on the allocated capital bonus offered in the current year and shall not less than 10% of cash bonus distributed.

Chapter 7 Supplementary Provisions:

Atrticle 33. The Company's organization and major regulations shall be formulated by the Board of Directors separately. Atrticle 34. Any matter not provided for by this Articles of Association shall be subject to the Company Act and related regulations. Atrticle 35. The Articles of Association were agreed to and signed on December 10, 1991. The first amendment was made on August 6, 1992. The second amendment was made on July 15, 1993. The third amendment was made on September 29, 1995. The fourth amendment was made on December 12, 1995. The fifth amendment was made on February 5, 1996. The sixth amendment was made on October 30, 1996. The seventh amendment was made on July 19, 1997. The eight amendment was made on June 1, 1998. The ninth amendment was made on May 10, 2000. The tenth amendment was made on June 22, 2001.

The eleventh amendment was made on June 21, 2002. The twelfth amendment was made on May 18, 2004. The thirteenth amendment was made on May 18, 2005. The fourteenth amendment was made on June 14, 2006. The fifthteenth amendment was made on June 13, 2007. The sixteenth amendment was made on June 13, 2008. The seventeenth amendment was made on June 16, 2009. The eighteenth amendment was made on June 22, 2010. The nineteenth amendment was made on June 17, 2011. The twentieth amendment was made on June 21, 2012. - The twenty first amendment was made on June 20, 2013. - The twenty second amendment was made on June 11, 2014. - The twenty third amendment was made on June 25, 2015. - The twenty fourth amendment was made on June 21, 2016. The twenty-fifth amendment was made on June 22, 2017. - The twenty sixth amendment was made on June 21, 2018.

TRIPOD TECHNOLOGY CORPORATION

Operating Procedures for Acquisition or Disposal of Assets

Atrticle 1. Formulation Basis

In accordance with the provisions of Article 36-1 of the Securities and Exchange Act (hereinafter, the "Act") and Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter, the "Regulations"), the Company hereby formulates these Procedures with a view to safeguarding the interests of the Company and all shareholders and meeting the requirements of information disclosure.

Atrticle 2. Scope of Assets

I. The scope of "assets" as used in the Procedures is described below:
(I) Investments in stocks, government bonds, corporate bonds, financial bonds, marketable securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
(II) Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment.
(III) Memberships.
(IV) Patents, copyrights, trademarks, franchise rights, and other intangible assets.
(V) Claims of financial institutions (including accounts receivable, bills purchased and discounted and loans, and receivables).
(VI) Derivative products.
(VII)Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
(VIII) Other important assets.
II. "Derivatives" used herein refers to forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term -
"forward contracts" used herein does not include insurance contracts, performance contracts, after - -
sales service contracts, long term leasing contracts, or long term purchase (sales) agreements.
III. "Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law" used herein refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor ("transfer of shares") under Article 156, paragraph 8 of the Company Act.
IV. "Subsidiaries" and "Related Party" used herein should mean the subsidiaries and related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
V. "Professional Appraiser" used herein should mean any appraisers/appraisal institutions specialized in real estate or other lawful appraisers/appraisal institutions of real estate and equipment.
VI. "Date of occurrence" used herein should mean, in principle, the contracting day, the payment day, the transaction day, the title transferring day, the day of a board resolution or other date when the transaction party and the transaction amount can be ascertained (whichever is earlier). However, for investments required to be approved by the competent authority, the Date of the Occurrence will be -
any of the above mentioned dates or the date on which the approval letter of the competent authority is received, whichever is earlier.
VII. Mainland China area investment: Refers to investments in the mainland China area approved by Taiwan’s Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

Atrticle 3. Exclusion of related parties

Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom the Company has acquired appraisal reports and opinions from, shall not be a Related Party of the Company .

Atrticle 4. Scope and limit of investors

I. The acquisition of marketable securities and real estate and equipment not for the operating purpose by the Company shall meet the following limitation requirements:
- (I) The total amount of real estate or equipment not for operation shall not exceed 20% of total assets audited by CPA in the latest accounting term.
- (II) The total amount of marketable securities shall not exceed the owners' rights and interests attributable to the Parent Company audited by the CPA in the latest accounting term.
- (III) The amount of invested individual marketable securities shall not exceed 40% of the owners' rights and interests attributable to the Parent Company audited by the CPA in the latest accounting term.
II. The acquisition of marketable securities and real estate and equipment for non-operating purpose by the subsidiaries of the Company shall meet the following limitation requirements:
- (I) Acquisition of real estate or equipment for non operating purpose is not allowed.
- (II) The total amount of marketable securities shall not exceed the owners' rights and interests attributable to the Parent Company audited by the CPA in the latest accounting term.
- (III) The amount of invested individual marketable securities shall not exceed 40% of the owners' rights and interests attributable to the Parent Company audited by the CPA in the latest accounting term.
Atrticle 5. Assessment and Operating Procedure for Acquiring or Disposing Assets
I. Acquisition or disposal of marketable securities
- (I) Where the marketable securities acquired or disposed at the centralized market or the over-thecounter venue, the responsible unit shall handle with matters such as the acquisition or disposal of the reasons, the subject matter and the basis of reference for the acquisition and disposal, subject to the approval of the Company's internal control system.
- (II) For securities not acquired or disposed of by the centralized trading market or the over-thecounter venue, the responsible unit shall draft the reasons for acquisition or disposal, the object of the subject, the counterpart, the transfer price, the payment terms, and the price reference based on the approval of the internal control system of the Company.
II. For acquiring or disposing other assets, the responsible unit shall handle with the matters such as reason, the object of the subject, the counterpart, the transfer price, the payment terms and the price reference, subject to the approval of the Company's internal control system.
III. The relevant operating procedures for acquisition or disposal of assets shall be conducted in accordance with the provisions of the internal control system of the Company.
IV. For acquisition or disposal of major assets, it shall be approved by the Audit Committee and submitted to the Board of Directors for resolution.

Atrticle 6. Decision-making procedures for the transaction:

I. The price determination method and reference to the asset acquisition or disposal: (I) Acquisition or disposal of marketable securities
1. The price of securities traded on the centralized market or the over-the-counter venue shall be determined based on the market prices of the then marketable securities at the time of the transaction.
2. For securities acquired or disposed at the centralized trading market or over the counter venue, the price should be determined by considering its net value per share, profitability, the future development potential and the price agreed with reference to the current transaction price.
(II) Acquisition or disposal of other assets shall be conducted in a price comparison, price negotiation, tender or other methods.
II. The units shall be authorized to make the acquisition or disposal of assets within the scope of authorization authorized by the competent authority:
(I) Acquisition or disposal of marketable securities: Except for the following circumstances, shall be approved by the Audit Committee and the Board of Directors.
1. The Audit Committee and the Board of Directors shall authorize the Chairman to decide the acquisition or disposal of the marketable securities for the operating purpose within NT$300 -
million for long term investment purpose and then submit to the Audit Committee and Board of Directors for retroactive recognition.

  2. Chainman is authorized to decide short-term marketable securities invested by short-term idle funds or the amount per transaction or daily amount less than NT$300 million. In case the amount exceeding NT$300 million, it shall be submitted to the Audit Committee and the Board of Directors for approval.

(II) Acquisition or disposal of other assets:
1. If the Company acquires or disposes assets from its subsidiaries for the operating purpose, the Audit Committee and Board of Directors shall authorize the Chairman to decide within 10% of the total assets released in the latest financial statements. If the transaction count part is a related party and the transaction amount above NT$300 million, it shall be subject to the consent of the Audit Committee and Board of Directors.
2. The Audit Committee and the Board of Directors shall authorize the Chairman to decide the -
acquisition or disposal of other assets for non operating use within NT$300 million and then submit to the Audit Committee and the Board of Directors for retroactive recognition, and subject to the consent of the Audit Committee and the Board of Directors.
III. If the transaction of acquisition or disposal of assets is subject to the approval of the Audit Committee and Board of Directors as per the preceding paragraph and an independent director raises any objection or reservation to the matter, it shall be recorded in the minute book of the Board of Directors meeting.

Atrticle 7. Valuation reports on acquisition or disposal of real estate or equipment

In acquiring or disposing real property or equipment where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of business machinery and equipment, shall obtain an appraisal report prior to the Date of Occurrence from an expert appraiser and shall further comply with the following provisions:

I. Where due to special circumstances it is necessary to give a restrictive price or specified price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
II. If the transaction price is over NT$1 billion, the Company should retain more than two professional appraisers to perform the appraisal.
III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation ("ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
(I) The discrepancy between the appraisal results and the transaction amount is 20% or more of the transaction amount.
(II) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
IV. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Atrticle 8. Related Party Transactions:

I. In acquiring or disposing real property from a related party, the Company shall ensure that the necessary resolutions are adopted, the reasonableness of the transaction terms is appraised, and other relevant matters are carried out in compliance with the following, including but without limitation, in case where the transaction amount is 10% or more of the aggregate assets of the Company, obtaining a valuation report issued by a professional valuation agency or a CPA opinion before the date such transaction takes place (provided that the calculation of the transaction amount shall be subject to paragraph 1 of Article 10 of the Procedure) in addition to compliance with the procedures set forth above. When judging whether a trading counterparty is a related party, in addition to legal

formalities, the de facto relationship shall also be considered.

II. Where the Company intends to acquire or dispose real property from a related party, or to acquire or dispose any property other than real property from a related party and the transaction amount of -
which is 20% or more of the paid in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NT$ 300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds issued by securities investment trust companies, the following matters shall be submitted for approval firstly by the Audit Committee before resolution is further approved by the Board before any transaction agreement can be signed or any payment can be made:
(I) The purpose, necessity and anticipated benefits of acquisition or disposal of assets.
(II) The reason for choosing the related party as a trading counterparty.
(III) In respect of acquisition of real property, information regarding appraisal of the reasonableness of the proposed transaction terms in accordance with the Subparagraphs 3-4 of this Article.
(IV) The date and price of the related party originally acquired the real property, trading counterparty, and related party relationships. The original trading counterparty and that trading counterparty's relationship to the Company and the related party.
(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction and reasonableness of the funds utilization.
(VI) Appraisal report from professional appraisers or CPA's opinion obtained in accordance with regulations.
(VII)Restrictive conditions and other important stipulations of the transaction.
III. The calculation of transaction amounts in the preceding paragraph shall be conducted in accordance with Paragraph 2, Article 14, and the term "within the preceding year" shall be calculated as a basis of the date of occurrence of the current transaction. The same shall be submitted to the Audit Committee for approval in accordance with these Regulations and submitted to the Board of Directors for approval. For the acquisition or disposal of equipment between the Company and its subsidiaries for the operating purpose, the Audit Committee and Board of Directors shall authorize the Chairman to decide within an amount stipulated in Article 6, and then submit the latest Audit Committee for approval and Board of Directors for retroactive recognition. When the transaction of acquiring or disposing assets is submitted to the Audit Committee for approval and Board of Directors for deliberation in accordance with the provisions of the preceding paragraph, the Company shall take into full consideration each independent director's opinions and the independent director's opinions shall be taken into consideration. If an independent director objects to the board of directors to an objection or retain an opinion, it shall be recorded in the minutes of the board of directors meeting.
IV. Acquisition of real property from a related party shall be assessed in accordance with the following methods, which shall be evaluated in accordance with the following methods (for acquiring land and structures in the same one-step), the transaction costs shall be evaluated separately in accordance with any of the following methods:
(I) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it -
may not be higher than the maximum non financial industry lending rate announced by the competent local authority.
(II) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.
V. Acquisition of real property from a related party, except for the appraisal of the real property costs in accordance with the preceding paragraph, shall be engaged in the appraisal of the real property acquisition costs and the specific opinion shall be submitted to the CPAs for review and the specific opinion.
VI. If the acquisition of real property from a related party is subject to the following circumstances, the

Company shall not apply for the acquisition of real property from the related party, but shall still be required to comply with the provisions of Paragraph 2:

(I) The related party acquired the real property from inheritance or as a gift.
(II) The date of acquisition of the related party is over 5 years.
(III) The real property is acquired from the related party to the signing of a joint construction contract or the construction of the real property by the related party of the Company or the engaging party on the land lease.
VII. If the results of the appraisal conducted in accordance with Paragraph 4 of this Article are less than the transaction price, the Company shall comply with Paragraph 7, if the results of the appraisal are lower than the transaction price. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA have been obtained, this restriction shall not apply:
(I) Where the related party acquired undeveloped land or leased land, it may submit a proof of compliance with one of the following conditions:
1. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
2. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
3. Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
(II) Where the Company acquiring real estate from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
(III) The transaction cases in the neighboring areas as the "close" or "adjacent" in the adjacent area -
stated in Paragraph (I) and (II) shall be the same as the same or a nearby view of the present value of the transaction. The area of the transaction is not less than 500 meters or the present value of the company's public announcements. The area of the "less than the area of the transaction is a similar area"; the area used for the transaction is a minimum of 50% of the area of the transaction. The term "within a year" shall be calculated as the base for the transaction.
VIII. Where the Company acquires real estate from a related party and the results of appraisals conducted in accordance with the Paragraph 4 and 7 of this Article are uniformly lower than the transaction price, the following steps shall be taken:
(I) The Company shall set aside special reserve in accordance with Article 41, Paragraph 1, Article 41 of the Securities and Exchange Act, and shall not distribute or increase capital allocation. And a special reserve shall be set aside for the amount of investment accounted for using equity method by the Company's investment in the equity method. The special reserve shall be set aside in proportion to the amount of shares that are listed in the securities and exchange act in proportion to the amount of shareholding. If the special reserve is set aside for special reserve, the asset acquired shall be recognized as a reduction in price or the disposition or the restoration of the original state or the original compensation or restoration of the original state of the asset, or the other evidence shall be used to determine that the special reserve can be used after obtaining the consent from the competent authority.
(II) The independent director of the Audit Committee shall be conducted in accordance with Article 218 of the Company Act.
(III) The status of the handling of the transaction shall be reported to the shareholders' meeting (I) and (II). The details of the transaction shall be disclosed in the Annual Report and the

	Prospectus of the parent company.
Atrticle 9.	CPA's opinion on the acquisition or disposal of securities:
	The Company and its Subsidiaries before the acquisition or disposal of securities, the latest financial
	statements of the object company audited or reviewed by certified public accountant should be acquired
	before Date of the Event for the assessment and reference of transaction price. If the transaction falls in one
	of the following circumstances and the transaction price reaches 20% of the Company's paid-in capital or
	NT$300 million, opinions in respect of a rational transaction price have to be sought before Date of the
	Event from certified public accountant, if the certified public accountant’s opinion is under an professional
	report which shall be handled in accordance with the provision of Auditing Standard No.20 promulgated
	by Accounting Research and Development Foundation; However, this restriction does not apply to any
	quoted prices in an active market or as otherwise provided by the Financial Supervisory Commission, the
	Securities and Futures Commission.
	III. Acquisition or disposal of marketable securities not listed on a stock exchange or traded on the over-
	the-counter market.
	IV. Acquisition or disposal of private placement securities.
Atrticle 10.	Acquisition or disposal of membership card or intangible asset:
	If the transaction amount of the membership or intangible asset transaction amount reaches 20% of the
	Company's paid-in capital or NT$300 million, the CPA shall contact CPAs before the date of occurrence of
	the event, and shall request CPAs to express an opinion on the reasonableness of the transaction price. The
	CPA shall also comply with the provisions of the Accounting Standards Bulletin.20 of the Accounting
	Standards for Research and Development Funds.
Article 10-1	The calculation of transaction amount:
	The calculation of the transaction amounts referred to in the preceding four paragraphs shall be made in
	accordance with Article 14-2 herein, and "within the preceding year" as used herein refers to the year
	preceding the date of occurrence of the current transaction. Items that have been included in the evaluation
	report issued by the professional appraiser or CPA's opinions need not be counted toward the transaction
	amount.
Atrticle 11.	Acquisition or disposal of assets through auction procedures of courts:
	The Company or its Subsidiaries for acquisition or disposal of assets through auction procedures of courts,
	the appraisal report or certified public accountant's opinion shall be replaced by documents issued by the
	courts.
Atrticle 12.	Trading of derivative products
	I. The Company and its subsidiaries engage in derivatives trading, the principles and guidelines,
	operating procedures, risk management measures and regular evaluation methods, which shall be
	conducted in accordance with the provisions of the “operating Procedures for Derivative Product
	Transactions” formulated by the Company and its subsidiaries, respectively.
	II. The Company and its subsidiaries engage in derivatives trading, and the Board shall monitor and
	manage the following principles:
	(I) The designated senior management shall always pay attention to the monitoring and control of
	derivatives trading at all times.
	(II) Regularly evaluate whether the performance of derivatives transactions meets the established
	operating strategies and whether the risks are within the scope of the Company and its
	subsidiaries.
	III. The Company and its subsidiaries shall establish a log book for derivatives trading, and shall set up
	a log book for the following matters.
	(I) The type, amount and date of approval of the derivatives trading.
	(II) Assessment report on positions held in derivative transactions:
	1. The positions held in the derivatives trading shall be assessed at least once a week.
	2. Hedging transactions that need to be conducted in the course of business need shall be
	assessed at least twice a month.
	The above assessment report shall be submitted to senior executives authorized by the Board.

(III) Regularly evaluate whether the performance of derivatives trading meets the established operating strategies and whether the risks are within the scope of the Company's permitted scope.
(IV) Periodically evaluate whether the risk management measures currently used are appropriate and faithfully implemented the procedures for engaging in derivatives trading.
(V) For major derivatives transactions, the Audit Committee shall be approved by the Audit Committee and submitted to the Board of Directors for resolution.
IV. Internal audit system:

Internal auditors shall regularly know legitimacy of operating procedures for endorsement/guarantee and perform auditing on the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Audit Committee.

Atrticle 13. Business combination, demerger, acquisition, and transfer of shares

I. When the Company conducts merger, demerger, acquisition, or transfer of shares, an opinion shall be submitted to the CPAs, lawyers, or securities underwriter for the reasonableness of the exchange ratio, acquisition price, or distribution of cash or other property of the Company. The Audit Committee shall be submitted to the Audit Committee for approval and the Board meeting for discussion and passage. A subsidiary, which owns directly or indirectly owns 100% of the total issued shares or capital, shall be exempted from the merger and acquisition of the entire issued share capital of the subsidiary or the total number of issued shares or capital.
II. The Company shall, in the event of a merger, demerger, acquisition, or acquisition of a substantial part of the agreed content and related matters, make public information on the shareholders' meeting before the meeting. The Company shall also make a record of the shareholders' meeting to the shareholders' meeting for the purpose of the merger, demerger, or acquisition of the said proposal. However, this restriction shall not apply to any matter that may be approved by a shareholders' meeting to be resolved by a resolution of a shareholders' meeting. If the shareholders' meeting is unable to convene and vote on the number of shares held by the Company or the Company's shares, or the proposal is resolved by the shareholders' meeting, the cause of the meeting shall be stated immediately, and the date of the meeting shall be stated.
III. When the Company conducts merger, demerger, or acquisition, all participating companies shall convene a Board of Directors and a shareholder meeting on the day of the meeting to resolve the matter. The resolution shall be held on the same day of the meeting. The resolution shall be discussed and divided into the meeting, split, or acquisition of the relevant matters. A company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another law provides otherwise or the competent authority has given special circumstances prior to the approval of the competent authority.
IV. The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares.
V. The Company shall not arbitrarily alter the share exchange ratio or acquisition price, and shall stipulate the circumstances in the contract for the merger, demerger, acquisition, or transfer of shares:
(I) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
(II) An action, such as a disposal of major assets that affects the Company's financial operations.
(III) An event, such as a major disaster or major change in technology that affects shareholder equity or share price.
(IV) The adjustment of the Company's participating in the merger, demerger, acquisition, or transfer of shares by any party to buy back treasury stocks by law.
(V) Changes in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
(VI) Other conditions that have been altered in the contract and have been disclosed public disclosures.

VI. The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the Company participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
(I) Handling of breach.
(II) Principles for the handling of equity type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
(III) The amount of treasury stock participating companies are permitted according to laws to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
(IV) The method of handling changes in the number of participating entities or companies.
(V) Expected execution progress and expected completion schedule.
(VI) When the plan is overdue, the scheduled date of convening a shareholders' meeting shall be convened according to the laws and regulations.
VII. After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out a new the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
VIII. For a company that participates in a merger, demerger, acquisition, or transfer of a company's shares is not a public company, the Company shall sign an agreement with its signature and seal in accordance with the provisions of Article 3, 4 and 7 of these Regulations.

Atrticle 14. Information Disclosure

I. If any of the following conditions relating to the Company’s acquisition or disposal of assets, the relevant information shall be announced and reported in the appropriate format as prescribed by regulations on related information declaration website within two days commencing immediately from the Date of occurrence of the Event:
(I) Acquisition or disposal of real property, or acquisition or disposal of any assets other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NT$300 million or more from a related party; provided that it should not be applicable to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds.
(II) Merger, spin off, acquisition, or transfer of shares.
(III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the relevant procedures adopted by the Company.
(IV) Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a Related Party, and the transaction amount is more than NT$500 million.
(V) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million.
(VI) Where there is an asset transaction (other than any such transactions referred to in the preceding -
(I) (V) subparagraphs), a disposal of receivables to a financial institution, or an investment in -
mainland China area that reaches 20% or more of paid in capital or NT$300 million; provided, this shall not apply to the following circumstances: However, this shall not apply to the following circumstances:
1. Trading of government bonds.
Trading of bonds under repurchase/resale agreements and the purchase or redemption of domestic money market funds issued by domestic securities and investment trust.

II. The amount of transactions above shall be calculated as follows:

(I) The amount of any individual transaction.

(II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
(III) The cumulative transaction amount of real estate acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
(IV) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
III. The term "within a one-year period" used in Paragraph 2 means the period between one year prior to the date of this transaction occurrence. Amount that has been announced as per these Procedures should be excluded.
IV. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the competent authority by the 10th day of each month.
V. All items should be published again if any item required to be disclosed is missing or wrong during the original publication.
VI. The contracts, minute books, log books, appraisal reports, and opinions of certified public accounts, lawyers or securities underwriters in connection with the Company's acquisition or disposal of assets shall, except as otherwise specified by relevant laws, be kept in the Company for at least 5 years.
VII. Should any of the following conditions occur for the transactions that need to be reported as per laws, the Company needs to report the website designed by the competent authority within 2 days commencing immediately from the Date of occurrence of the Event.:
(I) Amendment, termination or cancellation of the original agreement.
(II) Merger, spin off, acquisition or share transfer not completed as scheduled in the agreement.
(III) Change to the originally publicly announced and reported information.

Atrticle 15. Acquisition or disposal of assets by subsidiaries

I. In case the assets acquired or disposed by its subsidiaries re-invested by the Company, it shall be handled as per these Procedures after the Amendments to Acquisition or Disposal of Assets adopted by the shareholders' meeting on June 22, 2017. The same shall be true when there is any amendment to these Procedures. The Company's "Procedures for Handling of Assets and Disposal of Assets" (except for the subsidiary company engaging in derivatives trading, which shall be implemented in accordance with the "Procedures for Engaging in Derivatives Trading") shall be abolished (provided that the Company shall be engaged in the handling procedures for derivatives trading).
II. If a subsidiary of the Company is not a public company and the acquired or disposed assets meet the information declaration standards, the Company shall also be announced, reported and documented. -
In the event of a subsidiary company's declaration standards, "20% of the Company's paid in capital -
or 10% of total assets" shall be based on the Company's paid in capital or total assets.
III. The subsidiary companies reinvested by the Company may vary from their respective corporate governance regulations due to their local laws and regulations. The duties of the Board of Directors, the Chairman, Independent Directors, the Board of Directors and the Audit Committee shall be held by the responsible unit of the respective subsidiary companies under the laws and regulations of the subsidiary.
Atrticle 16. Declaration and announcement to related parties for purchase of real property In case the Company acquires real estate from a related party, in addition to signing the contract, the Company shall also make a public announcement in accordance with the provisions of the "Guidelines for Handling Acquisition of Real Estate from a Related Party by Public Companies" promulgated by the competent authority and draft predicted monthly cash flow for one year since the signing of the contract. The Company shall also assess the necessity and anticipated benefit of the real property acquisition and submit to the next shareholders' meeting for approval and recognition by the Auditing Committee. The Company acquires real estate from a related party may not proceed with the transaction until the approval of the shareholders' meeting and the recognition of the Auditing Committee. If the transaction amount reaches the provision of Article 14 of these Procedures, the Company shall make a public announcement.

Atrticle 17. Supplementary Provisions

I. The Company, when acquiring or disposing of assets reach the standard required to place a public announcement and report to the competent authority as stipulated in these Procedures, where its trading counterparties are actual related parties, it shall disclose in the notes section of financial statements the contests of the public announcement, and report to the Shareholders' Meeting.
II. If the managers and staff of the Company violate these Procedures and related regulations in the process of handling with acquisition and disposal of assets, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company.
III. Any matters not stipulated herein shall be subject to related laws and related regulations of the Company. If the Company has amended the original interpretation of the procedures for acquisition or disposal of assets by the competent authority, the Company shall comply with the new letter of order.
IV. The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures. When submitting the procedures for acquisition or disposal of assets to the Board for deliberation, the comments of each Independent Director shall be duly considered, and the objection or expression of reservations of such Independent Director shall be clearly recorded in the Board minute books.
V. The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than 50% of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.
VI. The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions.
VII. 10% of the total assets shall be calculated by referring to the total assets of the stand-alone or individual financial statements for the most recent term prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
VIII. These Operating Procedures were formulated on October 30, 1996. The first amendment was made on July 28, 1998. The second amendment was made on November 20, 1999. The third amendment was made on June 12, 2004. The fourth amendment was made on June 13, 2007. The fifth amendment was made on June 16, 2009. The sixth amendment was made on June 21, 2012. The seventh amendment was made on June 11, 2014. The eighth amendment was made on June 22, 2017. The ninth amendment was made on June 21, 2018.

TRIPOD TECHNOLOGY CORPORATION

The Operating Procedure for Derivative Product Transactions

I. Purposes:
- These Procedures are hereby formulated as a basis for managing various financial product transactions with a view to effectively managing the Company's receipts and payments, assets and liabilities, reducing risks brought by changes of foreign exchange, interests and other factors, and implementing information disclosure.
II. Basis:
(I) Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
(II) The Procedures thereof are formulated by the Ministry of Finance and shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures.
III. Scope of Application:
(I) "Derivatives" used herein refers to forward contracts, options contracts, futures, swaps and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests.
(II) The term "forward contracts" used herein does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.
(III) The transactions in relation to bond margin trade shall be subject to these Procedures.
IV. Transaction Principles and Policies:
(I) Types of Transactions
1. The Company upholds reasonable and lawful principles in transactions. The transacted financial derivative products include forward, option, future, interest or exchange rate swap and combination or hybrid contracts of the above products.
2. The foreign exchange transactions used herein consists of hedging transactions (for non-transaction purpose) and specific-purpose transactions (for the transaction purpose) by the purposes of operation.
(II) Operating and hedging strategies
- In dealing with financial derivative transactions, the Company shall select products that could mitigate the risks or reasonably locked risks. The selected products shall be based on those that could mitigate risks brought by the Company's business operation. In addition, the transaction count parts shall be banks that have daily business with the Company to prevent from credit risks. Before foreign exchange operation, it must be clearly defined as hedging or specific-purpose transactions, so as to serve as the basis for accounting.
(III) Separation of Powers and Responsibilities
1. Trading operators: Refer to staff members in charge of executing derivative product transactions, collecting related information and regulations on financial derivative products, designing hedging strategies and risk disclosure, knowing the Company's policies and ideas and predicting the market trend and risks before the transactions. Excluding suggestions for forward, swap and principal protected financing deposit, providing position and hedging suggestions in line with the Company's operating strategy and implementing such strategy upon the approval of directors.
2. Transaction Confirmation Personnel: responsible for confirming the correctness of the transaction with the bank and sending it back with a seal.
3. Delivery Personnel: Responsible for the delivery of financial derivative transactions and regularly reviewing the cash flow status and ensuring the transaction contract to be delivered in a timely manner.
4. Accountants: responsible for the relevant hedging transactions and profit & loss results being correctly and appropriately expressed in the financial statements as per related regulations (e.g. IASs).
(IV)Transaction amount
1. Hedging transaction:
2. The total amount of hedging transactions shall be capped at 120% of the existing and expected net assets and liabilities that are hedged at that time.
3. Specific-purpose transactions:
4. Based on the forecast of market changes, the Finance Department may formulate strategies as needed and only implement these strategies after submitting them to the Chairman for approval.
5. Major derivatives transactions shall be approved by the Audit Committee in accordance with relevant provisions and submitted to the Board of Directors for resolution. At any time, the accumulated total balance of the above-mentioned hedging transactions and specific-purpose transactions shall not exceed the Company's current net value.
(V) Performance Assessment
1. Hedging transaction:

The target foreign exchange rate shall be set according to the size of the foreign currency position, and the performance evaluation report shall be provided weekly by the trader and submitted to the highest authorized supervisor for management reference. Traders should regularly revise the target exchange rate in line with market financial changes and, after approval by authorized supervisors, make every effort to achieve the target.

Specific-purpose transactions:

The profits and losses of foreign exchange sites operating special-purpose transactions shall be assessed periodically, and the profit and loss statements shall be provided weekly by the traders and submitted to the highest authorized supervisor for assessment.

(VI)Set out upper limit of loss

For derivative product trading, the upper limit of loss is as follows:

Individual contract: 20% of the contract amount. In case of special circumstances, it shall be approved by the Chairman of the Board.
All contracts: 20% of the contract amount. In case of special circumstances, it shall be approved by the Chairman of the Board.

If the upper limit of transaction losses exceeds the above limits, the authorized person shall discuss with the Supreme Director of the Finance Department and submit a written report stating the measures to reduce the losses and their impact on the Company. Upon the approval of the Supreme Director of the Finance Department and the Chairman of the Board, the authorized person shall adopt the measures in accordance with the approved resolution and report them to the latest Board of Directors' Meeting.

V. Operating procedure:
(I) Authorization limits and levels

The Company's authorization for financial derivative product transactions is as follows:

Amount per transaction	Applicant	Reviewed by	Approved by	Approved by
Less than US$1 million (inclusive)	Traders	Managers	Deputy General Manager	---
More than US$1 million	Traders	Managers	Deputy General Manager	General Manager

In order to enable the Company's authorization to be managed with the bank, if traders and confirmation staff have any changes, the Company shall inform the bank in a timely manner and ask the bank to continue to implement the existing agreements between the Company and the bank.

VI. Announcement and Reporting Procedures ：
(I) Reporting time:

The Company will report monthly consolidated operating situations.

(II) Reporting contents:
Include the relevant content of derivative product transactions conducted by the Company and its subsidiaries and
Specific-purpose transactions (for the purpose of transactions), including contract type, deposit paid, total amount of not charged off, net profit and loss assessed by market price, total amount of charged off transaction contract and realized profit and loss.
Hedging transaction (for non-transaction purpose), including the types of derivative products, the amount of assets or liabilities held, the amount of anticipated transactions, the amount of hedging gains and losses recognized and clearly deferred.
VII. Accounting method:

The Company accounts the derivative product transactions as per related provisions promulgated by the competent authority and Accounting Research and Development Foundation. In addition, relevant information is disclosed in the preparation of periodic financial statements (such as annual, semi-annual, quarterly and consolidated statements).

VIII. Internal control system:

(I) Risk management measure
Credit risk consideration: The principle of trading is to select financial institutions and future brokers who establish business relationship with the Company and provide professional information.
Consideration of market risk: Transactions are mainly conducted through the lawful and open market. 3. Consideration of liquidity: In order to ensure liquidity, the Company should select the financial institutions that have sufficient equipment, information and trading capacity and is able to trade in any market.
Operational considerations: Authorization quotas and procedures must be observed to avoid operational risks.
Legal risk: Contracts signed with financial institutions must be reviewed by legal personnel before

they can be formally signed to avoid legal risk.

  6. Commodity risk: Traders and counterpart financial institutions should have complete and correct expertise in the amount of product traded, and require banks to disclose the risks adequately in order to avoid losses caused by misuse of financial commodities.

(II) Internal control:
1. Traders engaged in derivative commodities and operators engaged in confirmation and delivery of derivative commodities shall not act concurrently with each other; their risk measurement, supervision and control shall be reported to the Board of Directors or Senior Managers who are not responsible for trading or partial decision-making by personnel of different departments.
2. The derivative products held at the exchanges shall be assessed at least once a week, except for hedging transactions that need to be handled for business purposes at least twice a month. The assessment report shall be submitted to senior managers authorized by the Board of Directors.
3. The Board of Directors shall indeed supervise and manage the work in accordance with the following principles:
  - (1) The designated senior managers should always pay attention to the supervision and control of the transaction risks of derivatives.
  - (2) Periodically assess whether the performance of derivatives trading conforms to the set business strategy and whether the risks are within the Company's allowable range.
4. The senior executives authorized by the board of directors shall manage derivative product transactions in accordance with the following principles:
  - (1) The Company shall regularly assess whether current risk management procedure is appropriate and handled as per the Operating Procedures of the Company for Financial Derivative Product Transactions.
  - (2) If there is any abnormal situation in the market valuation report (if the holding part has exceeded the loss ceiling), the Company shall report to the board of directors and take necessary measures to deal with it.
IX. Internal auditing:
(I) Internal auditors shall regularly know legitimacy of operating procedures for derivative product trading, perform auditing on the implementation of the Operating Procedures for Derivative Product Transactions, analyze trading cycle and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Audit Committee.
(II) The Company shall submit the audit report of the preceding paragraph and report with the implementation of the annual audit plan for internal audit operations before the end of February of the following year. The improvement of abnormal matters shall be declared in accordance with the regulations of the competent authorities no later than the end of May of the following year.
X.
Supplementary Provisions:
(I) The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures.
(II) The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than 50% of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than twothirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.
(III) The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions.
(IV) These operating Procedures were formulated on July 19, 1997. The first amendment was made on July 28, 1999. The second amendment was made on June 14, 2006. The third amendment was made on June 22, 2010. The fourth amendment was made on June 11, 2014. The fifth amendment was made on June 25, 2015. The sixth amendment was made on June 21, 2018.

TRIPOD TECHNOLOGY CORPORATION

Regulations Governing the Management of Endorsement and Guarantee

Atrticle 1. Purposes:

In accordance with Article 36-1 of the Securities and Exchange Act and the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, these Regulations are hereby formulated with a view safeguarding the rights of shareholders, improving the financial management of guarantees and endorsements of the Company and its subsidiaries and reducing operating risks.

Atrticle 2. Scope:

Endorsement and guarantees under these Regulations include the following items:

(I) Financing endorsements/guarantees, including:
Bill discount financing.
Endorsement or guarantee made to meet the financing needs of another company.
Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company itself.
(II) Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the Company itself or another company with respect to customs duty matters.
(III) Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs. Any creation by the Company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with these Regulations.

Atrticle 3. Counterpart:

The Company may take endorsements/guarantees for the following companies:

(I) A company with which the Company does business.
(II) A company in which the Company directly and indirectly holds more than 50% of the voting shares. (III) A company that directly and indirectly holds more than 50% of the voting shares in the Company. Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares. Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry -
provide among themselves joint and several security for a performance guarantee of a sales contract for pre construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs.

Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.

Atrticle 4. Amount of endorsement/guarantee:

The matters, total reliable amount, ceiling and hierarchical authorization provided by the Company to other parties shall be subject to the following standards:

(I) The aggregate amount of endorsements/guarantees provided by the Company shall not exceed 200% of the net worth of the Company in the current period.
(II) The amount of endorsements/guarantees provided by the Company to a single company shall not exceed 200% of the net worth of the Company in the current period.
(III) For any subsidiary whose voting shares are 50% or more owned directly or indirectly by the Company, the amount of endorsements/guarantees provided by the Company to such subsidiary shall not exceed 200% of the net worth of the Company in the current period.

However, the total amount of endorsement/guarantee shall not exceed the transaction amount between the Company and the count part mentioned in preceding Article 3-1-1. The transaction amount refers to the total amount of goods purchased or sold between the two parties in the last year.

Companies in which the Company holds, directly or indirectly, 100%, or more of the voting shares may make endorsements/guarantees for each other.

(I) The amount of endorsements or guarantees may not exceed 200% of the net worth of the endorsement/guarantee company in the current period.
(II) The endorsements/guarantees for a single enterprise shall not exceed 200% of the net worth of the endorsement/guarantee company in the current period.

After the Company adopts IFRSs to draft the financial reports, the "Net worth" as referred to in the Procedures shall be equity attributable to owners of the parent company in the balance sheet as per the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Atrticle 5. Approval authority:

(I) In case of endorsement/guarantee for any subsidiary whose voting shares are 50% or more owned directly or indirectly by the Company, the Chairman is authorized to execute and then reported to the most coming Board of Directors' Meeting for ratification.
(II) A pre determined limit may be delegated to the Chairperson shall not exceed 50% of endorsement/guarantee stated in the preceding paragraph and then such endorsement/guarantee shall be reported to the Auditing Committee and Board of Directors for ratification and related matters shall be reported to the Shareholders' Meeting for reference.
(III) Before the endorsement/guarantee for any subsidiary whose voting shares are 90% or more owned -
directly or indirectly by the Company as per Article 3 2 of the Company Act, it shall be reported to the Auditing Committee and the Board of Directors for adoption before executing, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

As the Company has established the position of independent director, when it makes

endorsements/guarantees for others, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minute books of the Board of Directors' Meeting.

In case the above limits have to be exceeded to accommodate business needs, a resolution of the Board of Directors should be obtained and over half of all the directors should jointly endorse the potential loss that may be brought about by the excess of limits. The Board of Directors should also revise the Procedures and has it ratified at the Shareholders' Meeting. If the revised Procedures are not ratified at the Shareholders' Meeting, the Board of Directors should furnish a plan containing a timetable to withdraw the excess portion.

Atrticle 6. Procedure for endorsement and guarantee:

When dealing with endorsement/guarantee or cancellation, the department shall fill out the application form or cancellation form for endorsement/guarantee, specifying the company, object, type, reason and amount of the endorsement guarantee and the amount of the endorsement guarantee, including on the Company’s aggregate endorsement/guarantee amount and the amount of its endorsements/guarantees for any single entity, as well as on the aggregate endorsement/guarantee amount, and the amount of endorsements/guarantees for any single entity, that the Company and its subsidiaries as a whole are permitted to make. If the aggregate amount of endorsements/guarantees that is set as the ceiling for the Company and its subsidiaries as a whole reaches 50% or more of the net worth of the Company, an explanation of the necessity and reasonableness thereof shall be given at the Shareholders' Meeting. The following matters will be reviewed in details:

The necessity and reasonableness of endorsements/guarantees.
Credit status and risk assessment of the entity for which the endorsement/guarantee is made.
The impact on the Company's business operations, financial condition, and shareholders' equity.
Whether collateral must be obtained and appraisal of the value thereof.

The "Application for Endorsement Guarantee" applied for and evaluated in accordance with the provisions of the preceding paragraph shall be processed in accordance with the provisions of Article 5 of these Regulations after being approved by the competent and responsible officers and the Chairman of the Board of Directors of the Company. The financial and accounting department shall establish a record book for the endorsement guarantees that it handles. Detailed information on the guarantee items, the name of the endorsed guarantee enterprise, the results of risk assessment, the amount of the endorsed guarantee, and the content of the collateral obtained and the conditions and dates for the release of the endorsed guarantee liability shall be stated for reference.

Atrticle 7. Announcement and reporting standards:

The standards for announcement and report to the competent authorities herein shall be subject to the provisions of the competent authorities.

Atrticle 8. Time limit and content of declaration:

The announcement to the competent authority, declaration time limit and contents shall be subject to related regulations of competent authority.

The Company shall announce and report the previous month's loan balances of its head office and subsidiaries by the 10th day of each month.
The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence:
(1) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement.
(2) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement.
(3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all -
endorsements/guarantees for, investment of a long term nature in, and balance of loans to, such enterprise reaches 30% or more of Company's net worth as stated in its latest financial statement.
(4) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement.
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 subparagraph 3 of the preceding paragraph.

“Date of occurrence” in these Procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

Atrticle 9. Notes to processing endorsement/guarantee:

(I) When going through endorsement/guarantee, the Company shall evaluate the endorsement/guarantee risks with the evaluation records and acquire collateral if necessary.
(II) The Company shall use the corporate chop registered with the MOEA as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board and may be used to seal or issue negotiable instruments only in prescribed procedures. When making a guarantee for a foreign company, the Company shall have the guarantee agreement signed by the Chairman or General Manager authorized by the Board.
(III) The financial department shall evaluate or identify loss contingencies of the endorsements/guarantees and disclose information relevant to the endorsements/guarantees as appropriate in the financial statement, and shall provide the relevant information to a certified public accountant for adoption of necessary audit and preparation of the audit report.
(IV) Where the entity for which the endorsement/guarantee is made later becomes non conformity with the requirements set forth under Article 3 of these Procedures, or if the amount of endorsement/guarantee exceeds the limit due to changes in the basis of calculation, the endorsement/guarantee made for the business or entity or the portion exceeding the limit shall be cancelled upon expiration of the contract or within a timeframe specified in a plan adopted by the Company. The relevant improvement plan shall also be submitted to the Independent Directors of the Audit Committee and reported to the Board.
(V) Subsidiaries of the Company shall also handle with endorsement/guarantee matters as per this provision, which process shall be included in the parent Company's related operating procedures, and be announced, declared and reported as per Article 7. The overseas subsidiaries shall announce and declare matters within 7 days of the occurrence of the event as par Article 8(2).
(VI) Internal auditing system:
Internal auditors shall regularly know legitimacy of operating procedures for endorsement/guarantee and perform auditing on the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Audit Committee.

(VII)Penalties:

If the managers and staff of the Company violate these Procedures in the process of handling with endorsement/guarantee, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company.

(VIII)If the subsidiary’s net worth below 50% of issued capital, the Finance Department of the Company shall regularly monitor its financial situation and prepare a corrective plan in writing if any abnormalities are found.

In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under subparagraph 8 of the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

Atrticle 10. The announcement of the promulgation and amendment:

(I) The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures.
(II) The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than 50% of all audit committee members as required is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.
(III) The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions.
(IV) These Regulations were formulated by July 2, 1997. The first amendment was made on July 28, 1999. The second amendment was made on June 12, 2003. The third amendment was made on June 14, 2006. The fourth amendment was made on June 13, 2008. The fifth amendment was made on June 16, 2009. The sixth amendment was made on June 22, 2010. The seventh amendment was made on June 20, 2013. The eighth amendment was made on June 11, 2014. The ninth amendment was made on June 21, 2018.

TRIPOD TECHNOLOGY CORPORATION

The Operating Procedures for Lending Funds to Other Parties

Atrticle 1.

These Operating Procedures are hereby formulated as par Article 36(1) of Guidelines for Lending of Capital, Endorsements and Guarantees by Public Companies.

Atrticle 2.

The aggregate amount of loans and the maximum amount permitted to a single borrower:

Limitation of the entities to which the company may loan funds: The Company may lend funds to other parties for the purpose of operation, except under the following circumstances:
(1) Where an inter-company or inter-firm business transaction calls for a loan arrangement.
(2) Where an inter-company or inter-firm short-term financing facility is necessary. The term "shortterm" as used in the preceding paragraph is a time period of 1 year. Where the Company's operating cycle exceeds 1 year.
(3) Each inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed 200% of the net worth of the Company.
Reasons and necessity for loan to other parties:
Where funds are lent to a company or business with business relationships with the Company, such loans shall be granted in accordance with Paragraph 3.2.1 of Article 2. Loans may be granted due to short-term financing need only under one of the following circumstances:
(1) A Subsidiary of the Company of which the Company holds 50% or more of its shares having a business need for short-term financing; or
(2) Where short-term financing is required for a company or business due to purchase of materials or operating needs; or
(3) Where the loan is approved by the Auditing Committee and Board of Directors of the Company.
Loan limits:
(1) Aggregate amount of loans:
- The accumulated total of loans granted shall not the net worth of the Company. Where funds are lent to a company or business with a short-term financing need, the accumulated amount of such loans shall not exceed 40% of the net worth of the Company.
(2) The maximum amount permitted to a single borrower:  Business transaction part:
- The amount of an individual loan granted by the Company to a company or business with business relationship with the Company shall not exceed the business transaction amount between the parties. The transaction amount refers to the total amount of goods purchased or sold between the two parties in the last year.
- Loans with short-term financial need:

Where funds are lent to a company or business with short-term financial need, each individual loan shall not exceed 40% of the net worth of the Company.

(3) Each inter-company loan of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed 200% of the net worth of the Company.
After the Company adopts IFRSs to draft the financial reports, the "Net worth" as referred to in the Procedures shall be equity attributable to owners of the parent company in the balance sheet as per the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Atrticle 3.

Loan term:
(1) The term of loan of funds, individual borrowers and financial limit shall be determined by the approval of the Audit Committee and the resolution of the Board of Directors. In principle, each loan is limited to 1 year, but if the business cycle of the Company is longer than 1 year, the business cycle shall prevail.
(2) When the Company is engaged in capital lending with foreign companies that the Company holds directly or indirectly 100% of voting shares, the period of time shall be limited to 3 years and shall

not be limited by the period specified in the second paragraph of the first paragraph of the preceding article.

Methods for interest accrued:
(1) The lending interest rate is adjusted according to the cost of financing funds borrowed by the Company from ordinary financial institutions in the same period of time.
(2) For a foreign subsidiary company applicable to these Procedures, the method for capital loan and interest accrual shall be governed by the provisions of the local decree and shall not be restricted by the preceding paragraph.

Atrticle 4.

Procedure for loan issuance:

Application:

When a borrower applies for a loan from the Company, the operator shall first know the purpose of the fund, its business and financial situation, and preliminarily examine and verify those who meet the conditions for lending, and the operator shall put forward credit checking requirements. Credit checking:

For new borrowers, the borrowers should provide basic and financial information for credit checking.
In case of renewing borrower, in principle, the credit investigation shall be re-conducted at the time of the renewal. If it is a major or urgent case, it shall be handled at any time as necessary.
If the borrower's financial situation is good and has annual financial statements signed by the accountant for financing, the investigation report within 1 year could be used and the accountant's report in the same period will be checked for reference.
When conducting credit investigation on borrowers, the Company should also assess the impact of capital lending on the Company's operational risk, financial situation and shareholders' rights and interests.
Credit investigation may be exempted if the borrower is a subsidiary of the Company that holding more than 50% of its voting shares, either directly or indirectly.

Loan review:

After investigation by internal or external credit investigation companies, if the application is rejected, the operator shall notify the borrower as soon as possible after receiving the notice.
When dealing with a loan case, the borrower shall provide appropriate collateral with an amount more than 1% of the Company's net value, and complete the procedures for setting the pledge or mortgage. The Company shall also evaluate the value of the collateral to ensure the rights of the Company's creditors. Only if the borrower holds more than 50% of the voting shares directly or indirectly in the subsidiaries of the Company, the collateral may be exempted. In the preceding paragraph, the Board of Directors may refer to the credit investigation report if the debtor provides a person or company with considerable capital and credit as guarantee instead of providing collateral. If the debtor takes the company as guarantor, the Company shall check whether the articles of association of the debtor provide guarantees.
After the loan case has been submitted to the General Manager and the Chairman for approval, the loan between the Company and its subsidiaries shall be submitted to the Audit Committee for approval and resolution, and the Chairman shall be authorized to allocate or recycle the same loan within the amount approved by the Board of Directors and within a period not exceeding 1 year. For a certain amount referred to in the preceding paragraph, unless it conforms to the provisions of Article 2, Paragraph 3, the amount of capital loan and authorization granted by the Company to a single enterprise shall not exceed 10% of the net value of the Company's latest financial statements. As the Company has established the position of independent director, when it lends funds to others, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minute books of the Board of Directors' Meeting.
The operator shall notify the borrower as soon as possible and specify the terms of the company's lending, including quota, term, interest rate, collateral and guarantor. The borrower shall be requested to complete the contracting procedures within the time limit.
Contracts and Setting of Guarantee Rights:
In all lending cases, the Company shall enter into contract with the borrower to determine the

conditions for lending. Credit collectors shall complete the procedures of insurance after the borrower and his joint guarantor sign the contract.
When handling a loan case, the same amount of guarantee promissory note shall be obtained, and the mortgage of movable or immovable property shall be set up if necessary. In the preceding paragraph, the board of directors may refer to the credit investigation report if the debtor provides a person or company with considerable capital and credit as guarantee instead of providing collateral. If the debtor takes the company as guarantor, the Company shall check whether the articles of association of the debtor provide guarantees.

Appropriation:

After the loan case has been approved and signed by the borrower, the guarantee pledge has been registered, the funds can be allocated according to the contract after completing all the procedures.

Atrticle 5.

Repayment:

The cases with approved loans shall be uniformly kept by the Finance Department, and a detailed list of loans shall be drawn up according to the order of maturity dates. Information on the object, amount, date of approval of the board of directors, date of loan and evaluation of funds shall be recorded for reference, and reviewed level by level on the 10th day of each month.
The Finance Department shall notify the borrower to pay the principal and interest in accordance with the contract 1 week before the maturity of the loan.

Atrticle 6.

The funds shall only be allocated after the Operating Procedures for Lending Funds to Other Parties reported to the Shareholders' Meeting for reference.

Atrticle 7.

Control of the procedures for lending loans:

Control measures for borrowed funds:
After the loan is granted, the financial, business and related credit status of the borrower and the guarantor should be regularly checked. If there are guarantees provided, the Company shall pay attention to changes to the guaranty value of the guarantor. If there are any significant changes, the Chairman of the Board of Directors should be notified immediately and the matters shall be handled appropriately according to the instructions. When dealing with capital loans and matters, the Company shall have a record book of loans lent to others, and state details of the borrower, amount, date of approval of the board of directors, date of capital loans and matters that should be carefully evaluated in accordance with these operating procedures for reference. The operators shall submit to the Chairman of the Board of Directors before the 5th of each month the funds borrowed to others last month.
Procedures for handling overdue claims: When the borrower repays the loan before or after the maturity of the loan, the borrower shall first calculate the interest payable, and after the repayment of the principal and interests, the promissory note loan and other certificates may be cancelled and returned to the borrower or the borrower may go through the formalities of mortgage cancellation.
When the loan matures, the borrower shall repay the principal and interest immediately. If there are overdue payment and the borrower needs to delay the repayment, a request shall be submitted in advance to the Audit Committee for approval. Each deferred repayment shall not exceed 3 months and shall be limited to one time. The Company may act on or claim against the collateral or guarantor provided by the borrower for any violation thereof according to laws.
Assessment of capital loan and bad debt: The Company shall assess the loan and situation of funds, make adequate provision for bad debts, disclose relevant information in the financial report and provide relevant information to the accountant to carry out necessary checking procedures.
Processing of excess loans and balances: If the credit and balance exceed the limit due to change of circumstances, an improvement plan shall be formulated and submitted to the Audit Committee.
Internal auditing system:

Internal auditors shall regularly know legitimacy of operating procedures for loans to other parties and perform auditing on the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the Audit Committee. The improvement shall be made as per planning.

Penalties: If the managers and staff of the Company violate these Procedures in the process of handling with loan of funds, such employees shall be subject to penalties based on the seriousness of the violation and as per human resource assessment regulations of the Company.

Atrticle 8.

When fund-lending to other parties is contemplated by the Company's subsidiary, the Company should mandate the subsidiary to handle fund-lending in accordance with these Procedures.

Atrticle 9.

These Operating Procedures shall be announced and reported to the competent authorities as per related regulations of the competent authorities.

The Company shall announce and declare the previous month's loan balances of its head office and Subsidiaries by the 10th day of each month.
The Company whose loans of funds reach one of the following levels shall announce and report such event within 2 days commencing immediately from the date of occurrence:
(1) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20% 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% or more of the Company's net worth as stated in its latest financial statement.
(3) The amount of new loans of funds by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement.
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 subparagraph 3 of the preceding paragraph.
“Date of occurrence” in these Procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

Atrticle 10.

The Procedures thereof shall be effective upon approval by the Audit Committee first and then by Board of Directors, subject to the resolution of Shareholders' Meeting. The same shall apply to any amendments to the Procedures.
The approval of the Audit Committee as required in these Procedures means the agreement of more than 50% of all Auditing Committee members. If the approval of more than 50% of all audit committee members as required is not obtained, the Procedures may be implemented if -

approved by more than two thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

The terms of "all audit committee members" and "all directors" used herein shall be counted as the actual number of persons currently holding those positions.
These Regulations were formulated on July 2, 1997. The first amendment was made on July 28, 1999. The second amendment was made on June 21, 2002. The third amendment was made on June 12, 2003. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 22, 2010. The sixth amendment was made on June 20, 2013. The seventh amendment was made on June 11, 2014. The eighth amendment was made on June 21, 2018.

TRIPOD TECHNOLOGY CORPORATION

Rules and Procedures for Shareholders' Meeting

I. The Shareholders' Meeting of the Company shall be proceeded in accordance with the rules set herein
II. Shareholders and their proxies shall attend Shareholders' Meetings based on attendance cards. The number of shares in attendance shall be calculated according to the shares indicated by the submitted sign-in cards.
III. When the attending shareholders represent a majority (over 50%) of the total number of issued shares, the Chairman may call the meeting to order. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the Chairman may postpone the time for the Meeting, limited to 2 times (the first is 20 minutes and the second is 10 minutes). If after 2 postponements, the number of shares represented by the attending shareholders has constituted more than onethird of all shares in issue present in person or by proxy and entitled to vote, a tentative resolution may be passed if the number of shares represented by the attending shareholders has already constituted more than an aggregate of one-half of all shares in issue in accordance with Article 175 of the Company Act. "
IV. If the Shareholders' Meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors, and the Chairman of the Shareholders' Meeting shall be the Chairman of Board of Directors. Unless otherwise approved in the general meeting, the general meeting shall proceed in accordance with the agenda. The preceding paragraph applies to circumstances where the general meeting is convened by any person, other than the Board of Directors, entitled to convene such general meeting.
V. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority (over 50%) of votes represented by shareholders attending the Meeting, one person as Chairman to continue the Meeting. The shareholders cannot designate any other person as Chairman and continue the Meeting in the same or other places after the Meeting is adjourned.
VI. Before speaking, an attending shareholder must specify on a speaker's slip his/her attendance card number and account name. The order in which shareholders speak will be set by the Chairman.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
VII. When discussing a proposal, it should be discussed in the order of the scheduled agenda. In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the Chairman may stop the speech of such shareholder.
VIII. Shareholders shall not speak for more than 5 minutes at a time, but may extend the time by 3 minutes with the permission of the Chairman. The Chairman may stop the speech if the time exceeds the limit. On the same motion, each speaker may not speak more than twice.
IX. The Chairman may announce the end of discussion and submit an item for a vote if the Chairman deems that the agenda item is ready for voting.
X. Except otherwise specified in relevant laws or in the Company Act, a resolution shall be adopted by a majority (over 50%) of the votes represented by the shareholders present at the Meeting. A proposal being put to vote at a Board meeting shall be deemed approved in the absence of objection voiced by the attending Directors upon consultation by the Chairman and effective as if approved by a vote.

In case of objections, the Chairman shall record the method and the number or proportion of the votes in the minute book.

When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any one of the motion has been adopted, the others shall be deemed vetoed and no further voting is necessary.

XI. A shareholder may appoint a proxy to attend the Shareholders' Meeting due to his/her absence, he or she shall, each time, issue a written proxy produced by the Company. The proxy shall state therein the scope of authority of such proxy as per the Company Act and Rules Governing the Use of Proxies for Attendance at the Shareholders' Meetings of Public Companies. Except in the case of a trust enterprise or securities proxy

organization approved by the competent securities authority, the proxy voting rights of a person serving as a proxy for two or more Members may not exceed 3% of total issued shares voting rights. If it does exceed 3%, the excess portion shall not be counted. A Member may only appoint one proxy to represent him and vote on his behalf. The power of attorney shall be delivered to the share office of the Company 5 days before the Shareholders' Meeting. Where multiple power of attorney are received by the Company whichever received first shall prevail. However, an explicit written statement revoking the previous power of attorney is not subject to the limit. After the power of attorney of a proxy arrived at the Company, in case the shareholder issuing the said proxy intends to attend the Shareholders' Meeting in person, a proxy rescission notice shall be filed with the Company at least 1 day prior to the date of the shareholders' meeting as scheduled in the Shareholders' Meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

XII. If an emergency occurs in the course of a meeting which is enough to affect the safety of the participants in the meeting, the Chairman shall announce the adjournment or suspension of the meeting, evacuate the participants, and resume the meeting after the emergency is lifted.
XIII. Any matter not provided for by this Articles of Association shall be subject to the Company Act and related regulations.
XIV. These Regulations thereof shall be effective upon approval of the Shareholders' Meeting. The same shall apply to any amendments to these Regulations.

Information on Employees’ Compensation and Remuneration of Directors

I. The percentages or ranges of employees’ compensation and remuneration of directors according to the Company's Articles of Incorporation.
In accordance with the Company’s Articles of Incorporation regarding employees’ compensation and remuneration of directors, where the Company made a profit in a fiscal year, the Company shall accrue employees' compensation at rates of no less than 6% and no higher than 18% of net profit after income tax, which should be resolved by the board of directors to be distributed in the form of cash or shares, and includes certain qualified employees of subsidiaries. The Company shall accrue remuneration of directors at rates no higher than 1% of net profit after income tax.
Employees' compensation and remuneration of directors should be reported in the shareholders' meeting. However, in the case of accumulated deficits, the Company shall first use the profit to offset deficits, before distributing the remaining profit as employees' compensation and remuneration of directors at the aforementioned rates.
II. The status of employees’ compensation and remuneration of directors approved by the Board of Directors.

of Directors.
				Units: NT$
Allocation Items	Allocation Amount Approved by the Board of Directors (A)	Estimated Amount in year of recognition of expenses (B)	Difference (A-B)	Difference reasons and treatment
Employees’ compensation	590,341,864	590,341,864	0	None
Remuneration of directors	42,000,000	42,000,000	0

The effect of Issuance of Bonus Shares on the Company's operating performance, earnings per share, and return on equity

Not applicable, since there were no stock dividend allocated in the year.

TRIPOD TECHNOLOGY CORPORATION

Status of Individual and all Directors' Shareholdings Recorded in the

Shareholders' Directory

I. According to the regulation, all directors of the Company shall hold not less than 16,819,388 shares, and as of the ex-dividend date, April 23, 2019, all directors held 26,608,976 shares.
II. As the Company has established the audit committee, the legal shareholding requirements for supervisors do not apply.
III. Status of individual and all directors' shareholding: (the base date is the ex-dividend date: April

23, 2019)

23, 2019)
Title	Name	Date of Appointment	Tenure	Shares held at the time of election	Shares held on the ex- dividend date
Chairman	Wang,Chiang-Chuang	June 21,2018	3 Years	8,362,532	7,022,532
Vice Chairman	Hu,Ching-Hsiu	June 21,2018	3 Years	7,023,713	6,673,713
Directors	Hsu,Tsao-Kuei	June 21,2018	3 Years	8,982,056	8,982,056
Director	Yun Jieh Investment Co., Ltd. Legal Representative: Wang, Cheng-Ding	June 21, 2018	3 Years	630,000	630,000
Director	Winon Investment Limited Legal Representative: Wu, Chew-Wun	June 21, 2018	3 Years	630,000	630,000
Director	Ching Shan International Investment Co., Ltd. Legal Representative: Tsai Mao Tang	June 21, 2018	3 Years	1,915,329	1,915,329
Director	Chuan-Sheng Investment Co., Ltd. Legal Representative: Chang, Mei-Lan	June 21, 2018	3 Years	753,080	753,080
Independent Director	Wu, Hong-Cherng	June 21, 2018	3 Years	0	0
Independent Director	Wu, Yeong-Cheng	June 21, 2018	3 Years	0	0
Independent Director	Tai, Hsing-Cheng	June 21, 2018	3 Years	2,266	2,266
Total Number of Directors				28,298,976	26,608,976

AI assistant

Tripod — AGM Information 2019

52276_rns_2019-06-21_e717c5dc-dde9-4d1a-8c39-add977d260a1.pdf

TRIPOD TECHNOLOGY CORPORATION

2019 Annual Shareholders' Meeting Meeting Handbook

Table of Contents

TRIPOD TECHNOLOGY CORPORATION Procedure for the 2019 Annual Meeting of Shareholders

TRIPOD TECHNOLOGY CORPORATION

2019 Annual Shareholders' Meeting Agenda

I. Announcement of Meeting (Attendance in Shares)

II. Chairman's Address

III. Report Items:

IV. Ratification Items

V. Discussion Items:

VI. Extempore Motions

VII. Adjournment

Report Items

I. 2018 Business Report

II. Audit Committee's Review Report on the 2018 Final Statement

III. Report of the Company's External Endorsements/Guarantees Provided and Financing Provided

2. Financing Provided Items:

IV. 2018 Employees’ Compensation and Remuneration of Directors Report

V. Amendments to Rules and Procedures for Board of Directors Meetings

Ratification Items

Proposal 1

Proposal 2

Proposed by the Board

Discussion Items

Extempore Motions

Adjournment

TRIPOD TECHNOLOGY CORPORATION

Business Report

(I) 2018 Business Report

2. Budget implementation

(II) Summary of Business Plan for the Current Year

1. Operating policies

(III) Future development strategies

(IV) Impact from the external competition, the laws and regulations, and the overall business environment:

1. External Competitive Environment:

2. Regulatory Environment:

3. Overall Operating Environment:

Attachment 2

TRIPOD TECHNOLOGY CORPORATION Audit Committee’s Review Report

TRIPOD TECHNOLOGY CORPORATION

Attachment 3

TRIPOD TECHNOLOGY CORPORATION

Rules and Procedures for Board of Directors Meetings

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

TRIPOD TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Attachment 5

TRIPOD TECHNOLOGY CORPORATION

Earning Distribution Proposal for 2018

Attachment 6

TRIPOD TECHNOLOGY CORPORATION

Comparison Table for the Amendment to the Operating Procedures for

Acquisition and Disposal of Assets

Attachment 7

TRIPOD TECHNOLOGY CORPORATION

Tripod AGM Information 2019