Stock Code: 1313

UPC Technology Corporation

2019 Annual General Shareholders’ Meeting

Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

June 14, 2019

Table of Content

Page Agenda ....................................................................................................... 3 Reports ...................................................................................................... 4 Acknowledgment item ............................................................................. 6 Discussion item ......................................................................................... 8 Election Matters ..................................................................................... 12 Extraordinary Motions .......................................................................... 12 Attachment Attachment 1: Business Report ............................................................ 13 Attachment 2: Audit Report by the Audit Committee ....................... 16 Attachment 3: Financial statements ..................................................... 17 Attachment 4: The comparison table of amended Articles of Incorporation ................................................................................... 38 Attachment 5: Comparison table of amendment of Guidelines for Handling Acquisition and Disposal of Assets by the Company .. 44 Attachment 6: Comparison Table of Amendment of Guidelines for Derivatives Transaction .................................................................. 66 Attachment 7: Comparison Table of Amendments to the Guidelines of Loans to Others ........................................................................... 69 Attachment 8: Comparison table of Guidelines Governing Making of Endorsements/Guarantees by the Company ................................ 74 Attachment 9: The list of candidates and relevant information on the election of directors to the 15th board of directors ...................... 79

Appendix Appendix 1: Guidelines on the Procedures of Shareholder’s meetings ........................................................................................................... 80 Appendix 2: Articles of Incorporation of UPC Technology Corporation ...................................................................................... 83 Appendix 3: Rules for Board of Directors Elections .......................... 89 Appendix 4: Guidelines for Handling Acquisition and Disposal of Assets by the Company ................................................................... 91 Appendix 5: Guidelines for Derivatives Transactions...................... 108 Appendix 6: Guidelines of Loans to Others ...................................... 113 Appendix 7: Guidelines Governing Making of Endorsements / Guarantees by the Company ........................................................ 121 Appendix 8: The Shareholding Status of the Directors and Supervisors ..................................................................................... 126 Appendix 9: The Effect of Stock Dividend Issuance Proposed at the Shareholders' Meeting on Business Performance and Earnings Per Share ........................................................................................ 127

UPC Technology Corporation Agenda of Annual General Shareholders’ Meeting in 2019

Date: 14 June, 2019 (Friday) 10:00 a.m.

Place: Po Shou Hall, 5th floor of Grand Hotel Kaohsiung, No. 2, Yuanshan Rd., Niaosong Dist., Kaohsiung City

I. Chairman’s Speech

II. Reports:

(I) 2018 business report.
(II) Audit report by audit committee.
(III) Report on the status of 2018 profit-sharing

compensation of employees and directors.

(IV) Report on 2018 issuance of domestic secured corporate bonds.

III. Acknowledgment item:

(I) Acknowledgment of the 2018 business report and financial statements.
(II) Acknowledgment of the proposal for distribution of 2018 retained earnings.

IV. Discussion item:

(I) Discussion of capital increase through capitalization of earnings for issuance of new shares.
(II) Discussion of amendments to Articles of Incorporation.
(III) Discussion of amendments to Guidelines for Handling Acquisition and Disposal of Assets.
(IV) Discussion of amendments to Guidelines for Derivatives Transactions.
(V) Discussion of amendments to Guidelines of Loans to Others.
(VI) Discussion of amendments to Guidelines Governing Making of Endorsements / Guarantees
V. Election Matters: Election of two directors for the 15th board of directors

VI. Extraordinary Motions

VII. Adjournment Reports

I. Reported issue: Presenting the Company's 2018 Business Report. The Report is ready for review. Description: Please refer to Attachment 1 for The Company's 2018 Business Report.

II. Reported issue: Audit Committee’s audit report for the Company’s 2018 annual final accounting books and statements. The books and statements are ready for review. Description: Please refer to Attachment 2 for The Company’s 2018 annual accounting books and statements.

III. Reported issue: Report on 2018 profit-sharing compensation of employees and directors. The Report is ready for review. Description:

I. According to Article 28 of the “Articles of Incorporation, if there is a surplus after the Company’s accumulated losses have been covered, the Company should distribute employee profit-sharing compensation of not less than 1 percent and director profit-sharing compensation of no more than 1%.”.
II. The board of directors resolved to distribute NT$11 million employee profit-sharing compensation and to distribute NT$ 6.4 million director profit-sharing compensation. All compensation shall be paid in cash.
IV. Reporting issue: 2018 issuance of domestic secured corporate bonds.

Description: To re-pay the bank’s loans and strengthen the financial structure, the Company issued secured corporate bonds. The board of directors’ meeting dated 8 November, 2018 resolved to issue NT$ 6 billion secured corporate bonds. The issuance period of such bonds is five years. The notice letter of effective registration, Zheng-Gui-Zhai No.

10700327261was issued by the Taipei Exchange dated 17 December, 2018. The approval letter, Zheng-Gui-Zhai No. 10700328292 was issued by the Taipei Exchange dated 20 December, 2018.

Acknowledgment Item

The First Item (Proposed by the Board of Directors)

Subject: The Company's 2018 Business Report and Financial Statements are presented for adoption. Description:

I. The 2018 business report and financial statements audited by the CPAs have been audited by the audit committee. Please refer to Attachment 1, Attachment 2, and Attachment 3 of this manual

II. The said proposal is presented for adoption.

Resolution:

The Second Item (Proposed by the Board of Directors)

Subject: The 2018 Earing Distribution Proposal is presented for adoption. Description:

I. The Company’s earnings for the year 2018 are proposed to be distributed as stated in the following table: UPC Technology Corporation Earning Distribution 2018

UPC Technology Corporation Earning Distribution 2018
	Unit: NTD
Undistributed earnings at the beginning of the year	$1,309,787,113
Add: The effects of retro-actively applied and restated IFRS 9.	517,140,056
Undistributed earnings at the beginning of the year after adjustment	1,826,927,169
Add: Recognized re-measurement of defined benefit plan in retained earnings	4,626,749
Undistributed earnings after adjustment	1,831,553,918
Add: netprofit after tax of theyear	753,609,731
Less: Allocated legal reserve	75,360,973
Distributable earnings	2,509,802,676

Allocated item: Shareholders’ Bonus	Cash dividends: NT$0.2 per share Stock dividends: NT$0.3 per share	256,766,525 385,149,780
Undistributed earnings at the end of theyear		1,867,886,371

II.The Company allocates the shareholders’ bonus in an amount of NT$641,916,305. The amount is determined based on the 1,283,832,629 shares with rights to participate in earning allocation.
- In case of increase or decrease in treasury stocks to influence the number of outstanding shares which results in changes in the ratio of shareholders’ bonus to be allocated, the Board of Directors shall be authorized by this General Shareholders’ Meeting to make necessary adjustments.
III. Earning from 2018 is to be distributed first by this Earing Distribution Proposal.
IV. The cash dividend distributed by this Earning Distribution Proposal is calculated to the whole number. The sum of the fractional cash dividend each of which is less than NT$1 will be listed as other incomes of the Company. The calculation of stock dividend is also rounded off to the whole number.
V.The aforesaid proposal is presented for adoption.
Resolution:

Discussion Matters

The First Item

(Proposed by the Board of Directors)

Subject: The Company plans to increase capital by transferring the earnings of NT$385,149,780 to its capital and issue 38,514,978 new shares. The plan is presented for review and approval. Description:

I. To increase its working capital and strengthen the financial structure, the Company plans to increase its capital by transferring the earnings of NT$385,149,780 to its capital and issue 38,514,978 new shares with each at a par value of at NT$10. The new shares are determined by the shareholding ratio of shareholders in the register of shareholders on the record date of capital increase through capitalization of earnings. For every one thousand shares, 30 shares will be issued. In case of increase or decrease in treasury shares that affects the number of outstanding shares which results in changes in the ratio of shareholders’ bonus to be allocated, the Chairman of the Company shall be authorized by this General Shareholders’ Meeting to make the necessary adjustments.
II. As for fractional shares, each of which is less than a share, issued to shareholders, shareholders may combine them at the Company’s share service agency, Dept. of Agency, CTBC Bank, within 5 days of the day after the record date of capital increase. For the fractional shares not combined within the provided period or are still less than 1 share even after being combined, cash dividends (rounded off to an integer) will be distributed to replace the fractional shares. The Chairman is authorized to contact and designate a person to subscribe the shares in cash at par value.
III. The rights and obligations pertaining to the new shares issued this time are the same as those of the old shares.
IV. After the issuance of the new shares has been resolved at this General Shareholders’ Meeting and reported to and approved by the competent authority, the board of directors shall determine the record date for capital increase to distribute said new shares.
If there are any unresolved matters or the need to adjust

this capital increase by regulations or the competent authority’s requirements, the Board of Directors shall be authorized by this General Shareholders’ Meeting to make the necessary adjustments. V. The plan is presented for review and approval. Resolution:

The Second Item

(Proposed by the Board of Directors)

Subject: Amendment of the Articles of Incorporation. The plan is presented for review and approval. Description:

I. In order to conform to the needs of commercial practice, the company hereby proposes to amend the Articles of Incorporation.

II. Please refer to Attachment 4 for the comparison table of the amended Articles. The plan is presented for review and approval.

Resolution:

The third Item

(Proposed by the Board of Directors)

Subject: Amendment of Guidelines for Handling Acquisition and Disposal of Assets by the Company. The plan is presented for review and approval.

Description:

I. In accordance with the related regulations, the Guidelines for Handling Acquisition and Disposal of Assets by the Company shall be partially amended.
II. Please refer to Attachment 5 for the comparison table of the amended Articles. The plan is presented for review and approval.

Resolution:

The Fourth Item

(Proposed by the Board of Directors)

Subject: Amendment of Guidelines for Derivative Transactions by the Company. The plan is presented for review and approval. Description:

I. In accordance with related regulations, the Guidelines for Derivative Transactions by the Company shall be partially amended.
II. Please refer to Attachment 6 of this manual for the comparison table of the amended Article. The plan is presented for review and approval.

Resolution:

The Fifth Item

(Proposed by the Board of Directors)

Subject: Amendment of Guidelines of Loans to Others. The plan is presented for review and approval. Description:

I. In accordance with amendments to related regulations, the Guidelines of Loans to Others shall be partially amended.
II. Please refer to Attachment 7 of this manual for the comparison table of the amended Article. The plan is presented for review and approval.

Resolution:

The Sixth Item

(Proposed by the Board of Directors)

Subject: Amendment of Guidelines Governing Making of Endorsements/Guarantees by the Company. The plan is presented for review and approval. Description:

I. In accordance with related regulations, the Guidelines Governing Making of Endorsements/Guarantees by the

Company by the Company shall be partially amended. II. Please refer to Attachment 8 of this manual for the comparison table of the amended Article. The plan is presented for review and approval.

Resolution:

Election 【 Proposed by the Board of Directors 】

Subject: Election of the 15th-term directors of the Company Description:

I. Article 18 of the Company’s Articles of Incorporation states ： “The Company shall have seven to ten directors and among them at least three of them should be independent directors (omitted)” Based on corporate operation and long-term development, it is decided to have 10 directors in the 15th-term of board of directors by board resolution.
II. The Company has elected 8 directors (including 3 independent directors) and proposes to elect 2 directors in this (2019) shareholders’ meeting. The term of the directors is from 14 June, 2019 to 7 June, 2021.
III. The list of director candidates was resolved by board of directors on 22 March, 2019. Please refer to Attachment 9of this manual for the relevant information.
IV. Please conduct the election.
The Election Results:

Extraordinary Motion

Adjournment of the meeting

Attachment 1

UPC Technology Corporation Business Report

In retrospect of the year 2018, the global economy was recovering and oil prices were on the rise. However, since the third quarter, due to the impact of the China-US trade war and the interest rate hike by the US Federal Reserve, demand has decreased and global economic growth has slowed down. The Company has built a solid base in the Greater China area and Southeast Asia. The Company continues to re-organize our corporate structure and focus on our core competitiveness. The overall operation of the Company is in a steady growth pace.

I.2018 Business Results

The net consolidated net operating revenue in 2018 was NT$61,258 million, which was 21 percent higher than previous last year. The net income was NT$ 754 million, a decrease from the last year of NT$ 1,589 million. The earnings per share after tax is NT$ 0.59.

The annual production and sales volume of UPC Group in 2018 continued to hit a new high, with a total output of 2.04 million tons, an increase of 13 percent from the last year. The total sales volume was 1.79 million tons, an increase of 12 percent from the last year.

II.The business plan for 2019

Looking forward to the year 2019, in the face of uncertainties such as the US-China trade war, China's economic growth slowdown and geopolitical disturbances, the Company continues to strengthen its corporate governance and improves the risk control ability to face the unpredictable industry changes.

The business layout of the Company: There are six business units of Taiwan, South China, East China, Southwest China, Northeast China and Malaysia to cover Greater China and Southeast Asia and the Company expands our footprints to the global markets of South Asia, North Asia, Northeast Asia and Central and South America.

The operation strategy of the Company:

I. The organizational structure of the Company is a

profit-centered business unit (BU) and supplemented by nine functional departments to establish the system and integrate group resources. The nine functional departments will support BU to manage relevant operating activities more efficiently in order to make profit and achieve the operating goals.

II. With respect to raw materials supply, the Company continues to expand the cooperation and alliances with the upstream manufacturers in mainland China and abroad to get the stable supply of raw materials and the ability to flexibly adjust the supply.
III.With respect to logistics, trade and energy service, the Company uses our existing resources, geographical advantages and comprehensive channels to reduce the company's operating costs, increase revenue and become a sustainable operating entity.
IV.In the core products, the Company develops and produces benzene-free and odorless environmental plasticizers and bio-plasticizers. In fine chemicals and special chemicals, the Company accelerates the development of environmental-friendly and special chemical products.
V. The Company cooperates with international companies to develop high-value-added products.
VI. With respect to occupational safety, fire protection and process safety, the Company, with an aim of zero work injuries, uses advanced monitoring and management systems to identify various potential risks. With respect to environmental protection, the Company uses circular economy to implement energy-saving and carbon reduction schemes to achieve the goal of zero emissions.
VII.The Company develops “UPC 4.0” based on Industry 4.0 and makes use of tools such as the internet of things and big data to enhance production competitiveness and management efficiency.
VIII.To meet the company's rapidly growing needs of manpower, the Company strengthens the plan of talent cultivation and succession.
As a global leading company in phthalic anhydride and plasticizers, the Company continues to develop various environmental-friendly plasticizers, to improve our core competitiveness, and to strive for innovation and will reward

our shareholders and contribute to our society with our excellent operating results.

The Company wishes

All shareholders’ good health and good luck. Thank you!

Chairman ： Miau, Matthew Feng-Chiang

General Manager ： Y. S. KO

Chief Financial Officer ： Wu Sheng-Chien Simon

Attachment 2

UPC Technology Corporation Audit Report by the Audit Committee

The Financial Statements of the company for the year 2018 (from Jan. 1, 2018 to Dec. 31, 2018) prepared by the board of directors has been audited by Wen-Chi Kuo and Li Zhen-Ming Liu, CPAs of Deloitte & Touche. The aforementioned financial statements together with the 2018 Business Report and Earnings Allocation have been audited by this Audit Committee and this Committee is of the opinion that said documents are in compliance with the Company Act and the applicable laws. The report is hereby issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

This is submitted to 2019 General Shareholders’ Meeting of UPC Technology Corporation.

UPC Technology Corporation Convener of audit committee: Paul P. Wang

March 22, 2019

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders UPC Technology Corp.

Opinion

We have audited the accompanying consolidated financial statements of UPC Technology Corp. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

Key audit matters for the consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Assessments of Inventory write-downs

The inventory write-downs are subject to the management’s estimation and judgment, and the actual results may significantly affect the amount of the profit and loss, so the assessments of inventory write-downs is deemed to be a key audit matter. Our key audit procedures performed in respect of the abovementioned assessments of inventory write-downs included understanding the accounting policies used in the evaluation of inventories and testing the calculation method of inventory costs. We also attended the annual inventory count, observed the list of slow moving inventories, and assessed the appropriateness of the net realizable value of inventory to market as estimated by the management. Refer to Note 14 of the consolidated financial statements for details on the assessments of inventory write-downs.

Recognition of Deferred Tax Assets

The recognition of deferred tax assets are subject to the management’s estimation and judgment, and the actual results may significantly affect the amount of the profit and loss, so the recognition of deferred tax assets is deemed to be a key audit matter. Our key audit procedures performed in respect of the abovementioned the recognition of deferred tax assets included performing our own calculation to verify the accuracy of the calculation of deferred tax assets. We also tried to understand if the group has enough future profitibility to realize deferred tax assets. Refer to Note 29 of the consolidated financial statements for details on the evaluation of the recognition of deferred tax assets.

Others

We have audited and expressed an unqualified opinion on the separate financial statements of UPC Technology Corp. as of and for the years ended December 31, 2018 and 2017.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Wen-Chi Kuo and Zhen-Ming Li.

Deloitte & Touche Taipei, Taiwan Republic of China

March 22, 2019

Notice to Readers

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

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

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Notes 8 and 37) Available-for-sale financial assets (Notes 10 and 37) Financial assets at amortized cost (Note 9) Debt investments with no active market - current (Notes 12 and 37) Notes receivable (Note 13) Trade receivables (Note 13) Other receivables (Note 13) Other receivables from related parties (Note 36) Current tax assets (Note 29) Inventories (Note 14) Prepayments for leases (Notes 18 and 37) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 8) Available-for-sale financial assets (Note 10) Financial assets measured at cost (Note 11) Investments accounted for using the equity method (Note 16) Property, plant and equipment (Notes 17 and 37) Computer software Deferred income tax assets (Note 29) Long-term prepayments for leases (Notes 18 and 37) Other non-current assets (Notes 19 and 36) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Short-term bills payable (Note 20) Financial liabilities at fair value through profit or loss (Note 7) Notes payable (Note 22) Trade payables (Notes 22 and 36) Other payables (Note 23) Current tax liabilities (Note 29) Provisions (Note 24) Current portion of long-term borrowings (Notes 20 and 37) Other current liabilities (Note 23) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 21) Long-term borrowings (Notes 20 and 37) Provisions (Note 24) Deferred tax liabilities (Note 29) Lond-term deferred revenue (Note 32) Net defined benefit liabilities (Note 25) Guarantee deposits received (Note 36) Total non-current liabilities Total liabilities EQUITY (Note 26) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2018		2017
		Amount % $ 4,892,316 11 47,431 - 652,410 1 - - 47,309 - - - 344,302 1 3,717,142 8 160,758 - 2,143 - 97,305 - 8,482,626 19 36,263 - 2,182,764 5 20,662,769 45 5,443,979 12 - - - - 28,350 - 17,072,617 37 7,364 - 421,829 1 1,533,456 4 599,485 1 25,107,080 55 $ 45,769,849 100 $ 4,295,128 10 - - - - 1,286,845 3 1,786,163 4 1,526,838 3 81,672 - 129,518 - 870,711 2 552,136 1 10,529,011 23 5,977,858 13 8,842,993 19 4,853 - 220,476 1 215,860 1 190,422 - 14,313 - 15,466,775 34 25,995,786 57 12,939,216 28 1,301,779 3 2,263,793 5 341,773 1 2,585,164 5 5,190,730 11 533,639 1 (191,301) - 19,774,063 43 $ 45,769,849 100		Amount % $ 6,471,303 15 - - - - 927,511 2 - - 13,663 - 334,141 1 3,168,702 7 98,710 - 2,091 - 35,856 - 7,601,388 17 36,867 - 1,911,506 4 20,601,738 46 - - 5,811,708 13 426,348 1 30,179 - 15,459,853 34 7,448 - 301,522 1 1,593,083 3 778,100 2 24,408,241 54 $ 45,009,979 100 $ 7,234,070 16 2,099,184 5 18,729 - 321,448 1 2,466,741 6 1,541,214 3 115,468 - 131,090 - 803,520 2 343,783 1 15,075,247 34 - - 8,058,563 18 3,630 - 182,638 - 233,005 1 187,173 - 5,817 - 8,670,826 19 23,746,073 53 11,995,571 27 1,147,117 3 2,029,552 4 341,773 1 3,667,231 8 6,038,556 13 2,400,287 5 (317,625) (1) 21,263,906 47 $ 45,009,979 100

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

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

OPERATING REVENUE (Note 27) Sales Other operating revenue Total operating revenue OPERATING COSTS (Note 28) Cost of goods sold (Notes 14 and 36) Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 28 and 36) Selling and marketing expenses General and administrative expenses Reversal of expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of associates accounted for using the equity method (Note 16) Other income (Notes 28 and 36) Other gains and losses (Note 28) Finance costs (Note 28) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 29) NET PROFIT OTHER COMPREHENSIVE (LOSS) INCOME (Note 26) Items that will not be reclassified subsequently to profit or loss:		2018 Amount % $ 61,145,232 100 113,266 - 61,258,498 100 58,063,959 95 89,674 - 58,153,633 95 3,104,865 5 1,019,998 2 1,006,917 2 (336) - 2,026,579 4 1,078,286 1 (613) - 691,091 1 (381,454) - (438,431) (1) (129,407) - 948,879 1 (195,269) - 753,610 1		2017
				Amount % $ 50,545,326 100 54,799 - 50,600,125 100 46,694,609 92 45,165 - 46,739,774 92 3,860,351 8 929,059 2 936,380 2 - - 1,865,439 4 1,994,912 4 (620) - 762,005 2 547,757 1 (369,774) (1) 939,368 2 2,934,280 6 (591,867) (1) 2,342,413 5 (Continued)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

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

Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive loss of associates accounted for using the equity method (Note 16) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 29) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain on available-for-sale financial assets Share of the other comprehensive income of associates accounted for using the equity method (Note 16) Income tax relating to items that may be reclassified subsequently to profit or loss (Note 29) Other comprehensive�loss�income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE (Note 30) Basic Diluted		2018 Amount % 1,877 - (1,221,548) (2) (2,173) - 2,750 - (1,219,094) (2) (269,503) - - - - - (7,220) - (276,723) - (1,495,817) (2) $ (742,207) (1) $ 0.59 $ 0.59		2017
				Amount % (5,724) - - - - - 970 - (4,754) - (551,852) (1) 1,635,207 3 790 - 27,940 - 1,112,085 2 1,107,331 2 $ 3,449,744 7 $ 1.87 $ 1.86




		$		$

(Concluded)

							Total Equity	$ 18,408,454		-	-	(679,692)	2,342,413	1,107,331	3,449,744	85,400	21,263,906	150,936	21,414,842		-	-	(1,179,558)	753,610	(1,495,817)	(742,207)	280,986	$ 19,774,063
						Treasury	Shares	(367,552)		-	-	-	-	-	-	49,927	(317,625)	-	(317,625)		-	-	-	-	-	-	126,324	(191,301)
								$																				$
							Total	$ 1,288,202		-	-	-	-	1,112,085	1,112,085	-	2,400,287	(366,204)	2,034,083		-	-	-	-	(1,500,444)	(1,500,444)	-	$ 533,639
Other Equity	Unrealized	Unrealized Gain (Loss) on	Gains (Losses) Financial Assets	on at Fair Value	Available-for-sa Through Other	le Financial Comprehensive	Assets Income	$ 706,007 $ -		- -	- -	- -	- -	1,635,997 -	1,635,997 -	- -	2,342,004 -	(2,342,004) 1,975,800	- 1,975,800		- -	- -	- -	- -	- (1,223,721)	- (1,223,721)	- -	$ - $ 752,079
			Exchange	Differences on	Translating	Foreign	Operations	$ 582,195		-	-	-	-	(523,912)	(523,912)	-	58,283	-	58,283		-	-	-	-	(276,723)	(276,723)	-	$ (218,440)
							Total	$ 4,663,794		-	(283,205)	(679,692)	2,342,413	(4,754)	2,337,659	-	6,038,556	517,140	6,555,696		-	(943,645)	(1,179,558)	753,610	4,627	758,237	-	$5,190,730
Retained Earnings						Unappropriated	Capital Surplus Legal Reserve Special Reserve Earnings	$ 1,111,644 $ 1,920,671 $ 341,773 $ 2,401,350		- 108,881 - (108,881)	- - - (283,205)	- - - (679,692)	- - - 2,342,413	- - - (4,754)	- - - 2,337,659	35,473 - - -	1,147,117 2,029,552 341,773 3,667,231	- - - 517,140	1,147,117 2,029,552 341,773 4,184,371		- 234,241 - (234,241)	- - - (943,645)	- - - (1,179,558)	- - - 753,610	- - - 4,627	- - - 758,237	154,662 - - -	$1,301,779 $ 2,263,793 $ 341,773 $ 2,585,164
						Ordinary	Shares	$ 11,712,366		-	283,205	-	-	-	-	-	11,995,571	-	11,995,571		-	943,645	-	-	-	-	-	$ 12,939,216
								BALANCE AT JANUARY 1, 2017	Appropriation of 2016 earnings	Legal reserve	Share dividends distributed by the Company	Cash dividends distributed by the Company	Net profit in 2017	Other comprehensive income (loss) in 2017, net of income tax	Total comprehensive income (loss) in 2017	Treasury shares transferred to employees	BALANCE AT DECEMBER 31, 2017	Effect of retrospective application and retrospective restatement	BALANCE AT JANUARY 1, 2018 AS RESTATED	Appropriation of 2017 earnings	Legal reserve	Share dividends distributed by the Company	Cash dividends distributed by the Company	Net profit in 2018	Other comprehensive income (loss) in 2018, net of income tax	Total comprehensive income (loss) in 2018	Treasury shares transferred to employees	BALANCE AT DECEMBER 31, 2018

UPC Technology Corp. 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 Income before income tax Adjustments for: Reversal of expected credit loss on trade receivables Impairment loss recognized on trade receivables Depreciation expenses Amortization expenses Finance costs Interest income Dividend income Compensation costs of treasury shares transferred to employees Loss on disposal of property, plant and equipment Net (gain) loss on fair value changes of financial assets as at fair value through profit or loss Share of profit or loss of associates accounted for using the equity method Gain on disposal of invesments Long-term deferred revenue recognized to the other income (Note 32) Write-downs (reversal of write-downs) of inventories Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Other current assets Notes payable Trade payables Other payables Provisions Long-term deferred revenue Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES	2018 $ 948,879 (336) - 1,456,325 306,651 438,431 (95,523) (318,144) 149,860 8,859 (19,118) 613 - (13,342) 180,072 (30,000) (10,064) (548,419) (60,242) (52) (1,499,937) (271,258) 965,397 (680,578) (138,367) (349) - 129,065 5,126 903,549 93,717 (363,013) 634,253	2017 $ 2,934,280 - 12,087 1,121,602 148,744 369,774 (107,974) (368,591) 32,345 15,390 50,451 620 (458,148) - (20,120) - (125,267) (205,095) (27,014) 334 (2,312,060) (869,138) 127,478 526,963 374,495 (14,249) 97,034 16,026 4,290 1,324,257 107,057 (156,423) 1,274,891

(Continued)

UPC Technology Corp. and Subsidiaries

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

Purchase of financial assets at fair value through the other comprehensive income Proceeds from capital reduction of financial assets at fair value through the other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets Purchase debt investments with no active market Proceeds from sale of debt investment with no active market Proceeds from sale of financial assets measured at cost Purchase for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for computer software Increase in other non-current assets Increase in prepayments for leases Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds payable Proceeds from short-term bills payable Repayments of short-term bills payable Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Cash dividends paid Proceeds from treasury shares transferred to employees Interest paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES	2018 (58,937) 40,790 (139,401) 104,877 - - - - - (2,578,758) 14,695 (14,527) 9,621 (3,777) (345,963) (2,953) 318,144 (2,656,189) 5,977,858 - (2,099,184) 27,288,634 (30,174,706) 19,929,600 (19,110,737) 8,558 (62) (1,179,558) 210,414 (426,757) 424,060 18,889	2017 - - - - (7,295) 595,983 (14,645) 55,292 34,867 (3,425,309) 4,478 (3,206) 5,371 (6,628) (381,780) - 368,591 (2,774,281) - 1,399,384 - 17,520,349 (14,070,138) 10,774,564 (10,981,471) 652 (603) (679,692) 53,055 (361,184) 3,654,916 (288,363) (Continued)

UPC Technology Corp. and Subsidiaries

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

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 (1,578,987) 6,471,303 $ 4,892,316	2017 1,867,163 4,604,140 $ 6,471,303 (Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders UPC Technology Corp.

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

Key audit matters for the financial statements for the year ended December 31, 2018 are stated as follows:

Assessments of Inventory write-downs

The inventory write-downs are subject to the management’s estimation and judgment, and the actual results may significantly affect the amount of the profit and loss, so the assessments of inventory write-downs is deemed to be a key audit matter. Our key audit procedures performed in respect of the abovementioned assessments of inventory write-downs included understanding the accounting policies used in the evaluation of inventories and testing the calculation method of inventory costs. We also attended the annual inventory count, observed the list of slow moving inventories, and assessed the appropriateness of the net realizable value of inventory to market as estimated by the management. Refer to Note 12 of the financial statements for details on the assessments of inventory write-downs.

Recognition of Deferred Tax Assets

The recognition of deferred tax assets are subject to the management’s estimation and judgment, and the actual results may significantly affect the amount of the profit and loss, so the recognition of deferred tax assets is deemed to be a key audit matter. Our key audit procedures performed in respect of the abovementioned the recognition of deferred tax assets included performing our own calculation to verify the accuracy of the calculation of deferred tax assets. We also tried to understand if the company has enough future profitibility to realize deferred tax assets. Refer to Note 24 of the financial statements for details on the evaluation of the recognition of deferred tax assets.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Wen-Chi Kuo and Zhen-Ming Li.

Deloitte & Touche Taipei, Taiwan Republic of China

March 22, 2019

Notice to Readers

UPC Technology Corporation

BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Note 6) Notes receivable (Note 11) Trade receivables (Notes 11 and 30) Other receivables (Note 30) Current tax assets (Note 24) Inventories (Note 12) Other current assets (Note 15) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 8) Available-for-sale financial assets (Note 9) Financial assets measured at cost (Note 10) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Note 14) Deferred income tax assets (Note 24) Other non-current assets (Notes 15) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Short-term bills payable (Note 16) Trade payables (Notes 18 and 30) Other payables (Note 19) Current tax liabilities (Note 24) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 17) Long-term borrowings (Note 16) Provisions (Note 20) Deferred tax liabilities (Note 24) Net defined benefit liabilities (Note 21) Guarantee deposits received (Note 30) Total non-current liabilities Total liabilities EQUITY (Note 22) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2018		2017
		Amount % $ 321,948 1 86,576 - 355,323 1 4,513 - 4,965 - 1,498,495 5 82,238 - 2,354,058 7 5,053,607 15 - - - - 25,146,338 73 1,832,501 5 67,140 - 44,467 - 32,144,053 93 $ 34,498,111 100 $ - - - - 526,795 2 181,622 1 - - 158,767 - 867,184 3 5,977,858 17 7,460,000 22 4,853 - 209,418 1 190,422 - 14,313 - 13,856,864 40 14,724,048 43 12,939,216 37 1,301,779 4 2,263,793 7 341,773 1 2,585,164 7 5,190,730 15 533,639 2 (191,301) (1) 19,774,063 57 $ 34,498,111 100		Amount % $ 284,644 1 68,743 - 314,754 1 4,792 - 2,470 - 1,053,629 3 34,565 - 1,763,597 5 - - 5,806,396 18 95,677 - 24,078,488 72 1,581,872 5 66,950 - 29,289 - 31,658,672 95 $ 33,422,269 100 $ 2,340,000 7 2,099,184 6 552,257 2 247,364 1 11,100 - 19,200 - 5,269,105 16 - - 6,510,000 19 3,630 - 182,638 - 187,173 1 5,817 - 6,889,258 20 12,158,363 36 11,995,571 36 1,147,117 4 2,029,552 6 341,773 1 3,667,231 11 6,038,556 18 2,400,287 7 (317,625) (1) 21,263,906 64 $ 33,422,269 100

UPC Technology Corporation

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

Sales (Note 30) Cost of goods sold (Notes 12,23 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 23 and 30) Selling and marketing expenses General and administrative expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of subsidiaries account for using the equity method Other income (Notes 23 and 30) Other gains and losses (Note 23) Finance costs (Note 23) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT OTHER COMPREHENSIVE (LOSS) INCOME (Notes 21 and 22) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive loss of associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss		2018 Amount % $ 4,589,175 - 4,105,038 - 484,137 - 122,586 - 268,237 - 949 - 391,772 - 92,365 - 533,074 - 294,382 - (20,640) - (127,621) - 679,195 - 771,560 - 17,950 - 753,610 - 1,877 - (863,732) - (359,989) - 2,750 -		2017
				Amount % $ 4,727,014 - 4,149,442 - 577,572 - 142,082 - 272,650 - - - 414,732 - 162,840 - 1,983,398 - 344,338 - (30,347) - (103,933) - 2,193,456 - 2,356,296 - 13,883 - 2,342,413 - (5,724) - - - - - 970 - (Continued)

UPC Technology Corporation

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

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain on available-for-sale financial assets Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE (Note 25) Basic Diluted		2018 Amount % (1,219,094) - (270,730) - - - 1,227 - (7,220) - (276,723) - (1,495,817) - $ (742,207) - $ 0.59 $ 0.59		2017
				Amount % (4,754) - (548,068) - 1,764,740 - (132,527) - 27,940 - 1,112,085 - 1,107,331 - $ 3,449,744 - $ 1.87 $ 1.86



		$		$

(Concluded)

							Total Equity	$ 18,408,454		-	(679,692)	-	2,342,413	1,107,331	3,449,744	85,400	21,263,906	150,936	21,414,842		-	(1,179,558)	-	753,610	(1,495,817)	(742,207)	280,986	$ 19,774,063
						Treasury	Shares	(367,552)		-	-	-	-	-	-	49,927	(317,625)	-	(317,625)		-	-	-	-	-	-	126,324	(191,301)
								$																				$
							Total	$ 1,288,202		-	-	-	-	1,112,085	1,112,085	-	2,400,287	(366,204)	2,034,083		-	-	-	-	(1,500,444)	(1,500,444)	-	$ 533,639
Other Equity	Unrealized	Unrealized Gain (Loss) on	Gains (Losses) Financial Assets	on at Fair Value	Available-for- Through Other	sale Financial Comprehensive	Assets Income	$ 706,007 $ -		- -	- -	- -	- -	1,635,997 -	1,635,997 -	- -	2,342,004 -	(2,342,004) 1,975,800	- 1,975,800		- -	- -	- -	- -	- (1,223,721)	- (1,223,721)	- -	$ - $ 752,079
			Exchange	Differences on	Translating	Foreign	Operations	$ 582,195		-	-	-	-	(523,912)	(523,912)	-	58,283	-	58,283		-	-	-	-	(276,723)	(276,723)	-	$ (218,440)
							Total	$ 4,663,794		-	(679,692)	(283,205)	2,342,413	(4,754)	2,337,659	-	6,038,556	517,140	6,555,696		-	(1,179,558)	(943,645)	753,610	4,627	758,237	-	$5,190,730
					Retained Earnings	Unappropriated	Capital Surplus Legal Reserve Special Reserve Earnings	$ 1,111,644 $ 1,920,671 $ 341,773 $ 2,401,350		- 108,881 - (108,881)	- - - (679,692)	- - (283,205)	- - - 2,342,413	- - - (4,754)	- - - 2,337,659	35,473 - - -	1,147,117 2,029,552 341,773 3,667,231	- - - 517,140	1,147,117 2,029,552 341,773 4,184,371		- 234,241 - (234,241)	- - - (1,179,558)	- - - (943,645)	- - - 753,610	- - - 4,627	- - - 758,237	154,662 - - -	$ 1,301,779 $ 2,263,793 $ 341,773 $ 2,585,164
						Ordinary	Shares	$ 11,712,366		-	-	283,205	-	-	-	-	11,995,571	-	11,995,571		-	-	943,645	-	-	-	-	$ 12,939,216
								BALANCE AT JANUARY 1, 2017	Appropriation of 2016 earnings	Legal reserve	Cash dividends distributed by the Company	Share dividends distributed by the Company	Net profit in 2017	Other comprehensive income (loss) in 2017, net of income tax	Total comprehensive income (loss) in 2017	Treasury shares transferred to employees	BALANCE AT DECEMBER 31, 2017	Effect of retrospective application and retrospective restatement	BALANCE AT JANUARY 1, 2018 AS RESTATED	Appropriation of 2017 earnings	Legal reserve	Cash dividends distributed by the Company	Share dividends distributed by the Company	Net profit in 2018	Other comprehensive income (loss) in 2018, net of income tax	Total comprehensive income (loss) in 2018	Treasury shares transferred to employees	BALANCE AT DECEMBER 31, 2018

UPC 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 Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss on trade receivables Impairment loss reversed on trade receivables Finance costs Interest income Dividend income Compensation costs of treasury shares transferred to employees Share of profit or loss of subsidiaries accounted for using the equity method (Gain) loss on disposal of property, plant and equipment Reversal of write-downs of inventories Changes in operating assets and liabilities: Notes receivable Trade receivables Other receivables Inventories Other current assets Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash (used in) generated from operations Interest received Income tax (paid) received Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at fair value through the other comprehensive income Increase in investment for using the equity method Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other non-current assets Dividends received Net cash used in investing activities	2018 $ 771,560 48,100 10,377 949 - 127,621 (288) (257,207) 149,860 (533,074) (2,010) (833) (18,107) (41,244) 279 (444,033) (47,673) (25,462) (77,988) 1,223 60,279 5,126 (272,545) 288 (9,425) (281,682) 7,940 (1,476,340) (284,754) 2,093 (265) 512 (29,391) 697,009 (1,083,196)	2017 $ 2,356,296 51,172 10,659 - (522) 103,933 (235) (312,317) 32,345 (1,983,398) 136 (5,542) (11,602) 25,701 (16) (234,477) (11,960) 183,490 105,508 484 (5,531) 4,290 308,414 235 17,907 326,556 - (2,208,809) (82,554) 230 (1,638) 5,355 (1,055) 339,880 (1,948,591) (Continued)

UPC Technology Corporation

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

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds payable Proceeds from (repayments of) short-term bills payable Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Cash dividends paid Proceeds from treasury shares transferred to employees Interest paid Net cash generated from financing activities NET INCREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2018 5,977,858 (2,099,184) 10,140,000 (12,480,000) 18,250,000 (17,300,000) 8,558 (62) (1,179,558) 210,414 (125,844) 1,402,182 37,304 284,644 $ 321,948	2017 - 1,399,384 8,930,000 (7,990,000) 9,650,000 (9,550,000) 652 (603) (679,692) 53,055 (100,327) 1,712,469 90,434 194,210 $ 284,644 (Concluded)

Attachment 4

UPC Technology Corporation

The comparison table of amended Articles of Incorporation

Amended Articles	Original Articles	The amended reasons
Article 1: The Company is incorporated in accordance with the Company Act and relevant regulations and its Chinese name is “聯成化學科技股份有限公司” and theEnglish is UPC Technology Corporation.	Article 1: The Company is incorporated in accordance with the Company Act and relevant regulations and its Chinese name is “聯成化學科技股份有限公司.”	Add English company name is in accordance with Article 392-1 of the Company Act.
Article 2-1 The Company can conduct endorsement and guaranty.	Article 2-1 Based on business needs, the Company can conduct guaranty.	To complete the content of the Articles, add “endorsem ent.”
Article 6: All share certificates of the Company are registered and shall be issued after having been affixed with the signatures or personal seals of the director representing the company,assigned its serial number, and are duly certified or authenticated by the competent authority and other registered institutions designated by the competent authority. The Company may be exempted from printing any share certificates of the shares issued and the Company shall register the issued shares with a centralized securities	Article 6: All share certificates of the Company are registered and shall be issued after having been affixed with the signatures or personal seals of three directors, assigned its serial number, and are duly certified or authenticated by the competent authority and other registered institution designated by the competent authority. The Company may be exempted from printing any share certificates of the shares issued and the Company shall register the issued shares with a centralized securities depository enterprise.	Amended in accordance with Article 162 of the Company Act.

Amended Articles	Original Articles	The amended reasons
depositoryenterprise.
Article 10-1 The shares bought back by the Company could be assigned or transferred to the employees of a controlled or subordinated company. The employee stock warrants issued by the Company could be	Article added.	Amended in accordance with Article 167-1, 167-2, 235-1, 267, and etc. of the Company Act and the practical needs.
issued to the employees of a controlled or subordinated company. The new shares issued by the Company to the employee could
be subscribed by the employees
of controlled or subordinated company. The new restricted employee shares issued by the Company could be issued to the employees
of controlled or subordinated company. The requirements of qualified employees of controlled or subordinated company under this Article are authorized to be
decided by the Chairman.
Article 17: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be distributed to all shareholders. The recording andstorage of the meeting minutes shall be handled in accordance to the relevant regulations. The attendance list bearing the signatures of the shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in	Article 17: Matters related to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The recording and storage of the meeting minutes shall be handled in accordance to the Company Act. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept bythe	To complete the contents of the Article and add the clause related to conveyance of meeting minutes.

Amended Articles	Original Articles	The amended reasons
accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.	company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 28: The currentyear’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10 percent as legal reserve. The Company may then appropriate a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders according to the distribution plan The proposal was submitted by the Board of Directors. If such surplus earning is distrusted in the form of new share, it shall be submitted to the shareholders’ meeting for approval. If such surplus earning is distributed in the form of cash, in accordance with the Paragraph 5 of Article 240 of the Company Act, it is authorized to the board of director to decide after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. If the Companyhas earnings after	Article 28: The current year’s earnings, if any, shall first be used to pay all taxes and offset the prior years’ accumulated losses and then set aside 10 percent as legal reserve. The Company may then appropriate a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders as dividends according to the distribution plan The proposal was submitted by the Board of Directors and acknowledged by the shareholders’ meeting. If the Company has earnings after offsetting the prior years’ accumulated losses, if any, the Company should distribute no less than 1 percent of the earnings as employees’ compensation and no more than 1 percent of the earning as directors’ compensation. The distribution of employees’ compensation could be in the form of shares and cash. The distribution of directors’ compensation should be in the form of cash. Both aforesaid distributions should be adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition, thereto a report of such distribution shall be submitted to the shareholders’ meeting. If the distribution of employees’ compensation is in the form of shares,thequalified employees of	To amend in accordance with Article 235-1 and 240of the Company Act and practical needs.

The Amended Articles Original Articles amended reasons offsetting the prior years’ subsidiary companies who meet the accumulated losses, if any, the requirements could be included in Company should distribute no less the distribution. The requirement is than 1 percent of the earnings as authorized to be decided by employees’ compensation and no chairman. more than 1 percent of the earning as The Company is in the rapid change directors’ compensation. industry. In order to sustain The distribution of employees’ operations and long-term compensation could be in the form development, when the board of of shares and cash. The distribution directors proposes the earning of directors’ compensation should be distribution, the board of directors in the form of cash. Both aforesaid should consider long-term financial distributions should be adopted by a planning, future development and majority vote at a meeting of the shareholder interest protection, etc. board of directors attended by The board of director will consider two-thirds of the total number of the Company’s financial structure, directors; and in addition, thereto a future fund demand and profit report of such distribution shall be situation to decide the aforesaid submitted to the shareholders’ earning distribution ratio and meeting. shareholder cash dividend of the If the distribution of employees’ shareholders’ ratio. The cash compensation is in the form of dividends shall not be lower than the shares, the qualified employees of total dividends, but such ratio should controlled or subsidiary companies be adjusted with the approval of the who meet the requirements could be shareholders’ meeting. included in the distribution. The requirement is authorized to be decided by chairman. The Company is in the rapid change industry. In order to sustain operations and long-term development, when the board of directors proposes the earning distribution, the board of directors should consider long-term financial planning, future development and shareholder interest protection, etc. The board of director will consider the Company’s financial structure, future fund demand and profit situation to decide the aforesaid earning distribution ratio and shareholder cash dividend of the shareholders’ ratio. The cash dividends shall not be lower than the total dividends, but such ratio should be adjusted with the approval of the shareholders’ meeting.

Amended Articles	Original Articles	The amended reasons
Article 28-1: If legal reserve and capital reserved are distrusted in the form of new shares, in accordance with Article 241 of the Company Act, it is authorized to the board of directors to decide after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.	Article added	Added in accordance with Article 241 of the Company Act and practical needs.
Article 31: This Article of Incorporation was passed in the meeting of promoters dated on 25 April, 1976 … (omitted above). The 36thAmendment was on 8 June, 2018 andthe 37th Amendment dated on 14 June, 2019.	Article 31: This Article of Incorporation was passed in the meeting of promoters dated on 25 April, 1976 … (omitted above). The 36thAmendment was on 8 June, 2018.	Add amendment cardinal number and date.

Attachment 5

UPC Technology Corporation

Comparison table of amendment of Guidelines for Handling Acquisition and Disposal of Assets by the Company

Amended Articles	Amended Articles	Amended Articles	Original Articles	Original Articles	Original Articles	The amended reasons
Article 2 (Applicable Scope) The term “assets” as used in these Guideline includes the following: I. (Omitted) II. Real property (including land, houses and buildings, investment real property, and construction enterprise inventory) and equipment. III.-IV. (Omitted) V. Right-of-use assets VI. Derivative VII. Assets acquired or disposed of in connection with mergers, de-mergers, acquisitions, or transfer of shares in accordance with the law. VIII. Other major assets The acquisition and disposal of aforesaid assets should be in accordance with this Guideline.			Article 2 (Applicable Scope) The term “assets” as used in these Guideline includes the following: I. (Omitted) II. Real property (including land, houses and buildings, investment real property, right-to-use assets and construction enterprise inventory) and equipment. III.-IV. (Omitted) V. Derivatives. VI. Assets acquired or disposed of in connection with mergers, de-mergers, acquisitions or transfer of shares in accordance with the law. VII. Other major assets. The acquisition and disposal of aforesaid assets should be in accordance with this Guideline.			In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
Article 3 (Term definition) I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid			Article 3 (Term definition) Derivatives: 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			In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
		options			options
	contracts,	futures		contracts,	futures
	contracts,	leverage		contracts,	leverage
	contracts, or	swap		contracts, and swap
	contracts, whose value is			contracts and
	derived from a specified			compound contracts
	interest rate, financial			combining the above
	instrument price,			products, whose value
	commodity price, foreign			is derived from assets,
	exchange rate, index of			interest rates, foreign
	prices or rates, credit			exchange rates,
	rating or credit index, or			indexes or other
	other variable; or hybrid			interests. The term

	Amended Articles	Original Articles
contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. II. Assets acquired or disposed through mergers, de-mergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed of through mergers, de-mergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts or to transfer shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter referred to as the “transfer of shares”) under Article 156-3 of the Company Act. III.-IX. (Omitted) X. “Net worth” in these Guidelines means the equity attributable to owners of the parent on the latest balance sheet reviewed or audited by the attesting CPA. XI. Over-the-counter venue (hereinafter referred to as	contracts combining the	“forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter referred to as the “transfer of shares”) under Paragraph 6 of Article 156 of the Company Act. III.-IX. (Omitted) X. “Net worth” in these Guidelines means the equity attributable to owners of the parent on the latest balance sheet reviewed or audited by the attesting CPA.
	above contracts; or
	hybrid contracts or
	structured products
	containing embedded
“OTC venue”, “OTC”):
“Domestic OTC venue” refers
to a venue for OTC trading
provided by a securities firm in

Amended Articles	Amended Articles	Amended Articles	Original Articles	The amended reasons
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.
	Article 4 (The independence of professionals) Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions or underwriter's opinions shall meet the following		Article 4 (Independence of Professional) The Company gets appraisal reports from professional appraisers, certified public accounts, attorneys, and securities underwriters and that professional appraisers, certified public accounts, attorneys and securities underwritersshould not be a related person with the	In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
	requirements: I. May not have previously		counterparty of the
			transaction.
	received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of Securities and Exchange 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. II. May not be a related party	received a final and
		unappealable sentence to
		imprisonment for 1 year
		or longer for a violation of
		Securities and Exchange
		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

		Amended Articles	Original Articles	The amended reasons
	III.	orde 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. When issuing an appraisal	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
	report or opinion, the
	personnel referred to in the
	preceding Paragraph shall
	comply with the following: I. Prior to accepting a case,
	they shall prudently assess their own professional capabilities, practical experience, and independence. II. When examining a case,	they shall prudently assess
		their own professional
		capabilities, practical
		experience, and
	III.	they shall appropriately
		plan and execute adequate
		working procedures, in
		order to produce a
		conclusion and use the
		conclusion as the basis for
		issuing the report or
		opinion. The related
		working procedures, data
		collected, and conclusion
		shall be fully and
		accurately specified in the
		case working papers. They shall undertake an
	IV.	item-by-item evaluation of
		the comprehensiveness,
		accuracy, and
		reasonableness of the
		sources of data used, the
		parameters, and the
		information, as the basis
		for issuance of the
		appraisal report or the
		opinion. They shall issue a
		statement attesting to the
		professional competence
		and They shall issue a

	Amended Articles	Amended Articles	Original Articles	The amended reasons
	statement attesting to the
	professional competence
	and independence of the
	personnel who prepared
	the report or opinion, and
	that they have evaluated
	and found that the
	information used is
	reasonable and accurate,
	and that they have
	complied with applicable
	laws and regulations.
Article 6 (The acquisition and disposal procedure of real property, equipmentor rights of use) I. Evaluation and operation procedure: The acquisition and disposal procedure of real property,equipment or right-of-use assets shall be handled by usage department and relevant competent departments in according with relevant operation regulation. II. Procedure for determination of transaction terms and investment limit. (I) Acquisition or disposal real estate or right-of-use assets thereof should refer to published value, appraised value or the real transaction price of surrounding real estate or right-of-use assets thereof, etc. to determine the transactions terms and condition and price. (II) Acquisition or disposal equipment or right-of-use assets thereof shall			Article 6 The acquisition and disposal procedure of real property and equipment. I. Evaluation and operation procedure: The acquisition and disposal procedure of real propertyand equipment shall be handled by usage department and other relevant department in accordance with relevant regulations. II. Procedure for determination of transaction terms and investment limit. (I) Acquisition or disposal real estate should refer to published value, appraised value or the real transaction price of surrounding real estate to determine the transactions terms and condition and price. (II) Acquisition or disposal of equipment shall be done by one of the means of inquiring price, comparing price or negotiating price or bidding. (III)The authorized	In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
		assets thereof
		should refer to published value, appraised value or the real transaction price of surrounding real estate or right-of-use assets
		thereof, etc. to determine the transactions terms and condition and price. Acquisition or disposal equipment or right-of-use
		assets thereof shall

	Amended Articles	Original Articles	The amended reasons
be done by one of the means of inquiring price, comparing price, negotiating price or bidding. (III) The authorized investment amount shall be in accordance with the Company’s approval process and the real estate transaction shall be submitted to the board of directors for approval. III. Implementation Department The acquisition or disposal of real estate, equipment, or right-of-use assets should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department. IV. The appraisal report of real estate, equipment or rights of use. In the event of the Company’s acquisition or disposal of real property, equipment and/or right of use where the transaction amount reaches 20 percent of the Company’s paid-in capital or NTD 300 million or more, except for the transactions with domestic governments, engaging others to build on their own lands, engaging others to build on rented land, or acquiring or disposingof equipmentor		investment amount shall be in accordance with the Company’s approval process and the real estate transaction shall be submitted to the board of directors for approval. III. Implementation Department In the event of the Company’s acquisition or disposal of real property or/andequipment, it should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department. IV. The appraisal report of the real property or/and equipment In the event of the Company’s acquisition or disposal of real property or/andequipment where the transaction amount reaches 20 percent of the Company’s paid-in capital or NTD 300 million or more, except for the transactions with governments, engaging others to build on their own lands, engaging others to build on rented land or acquiring or disposing of equipment for business use, the Company shall, prior to the date of occurrence, obtain an appraisal report from a professional appraiser, and shall comply with the following regulations: (I) Where due to special circumstances it is necessarytogive a limited

	Amended Articles		Original Articles	The amended reasons
right of use for business use, the Company shall, prior to the date of occurrence, obtain an appraisal report from a professional appraiser and shall comply with the following regulations: (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors;the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (II) – (IV) (Omitted) V. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property thereof within the same developmentproject within		price, specified price or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any change to the terms and conditions of the transaction in the future. (II) – (IV) (Omitted) V. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property thereof within the same development project within the preceding year. 4. Items duly obtained appraisal report from professional appraiser or opinion from accountants need not be counted toward the transaction amount.

Amended Articles		Original Articles	The amended reasons
the preceding year. 4. Items duly obtained appraisal report from professional appraiser or opinion from accountants need not be counted toward the transactionamount.
Article 7 (Investment limit) I. (Omitted) II. Total amounts of real propertyand right-of-use assets thereof acquired by the Company and its subsidiary for no business use should not exceed 50 percent of the net worth in the financial statements of the latest fiscal year.		Article 7 (Investment limit) I. (Omitted) II. Total amounts of real property thereof acquired by the Company and its subsidiary for no business use should not exceed 50 percent of the net worth in the financial statements of the latest fiscal year.	In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
Article 8 (The acquisition and disposal procedure of intangible assets or rights of use, membership card,and other important assets. I. Evaluation and operation procedure: In the event of the Company’s acquisition or disposal of intangible assets or rights of use, membership card, and other important assets, it should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department. II. Procedure for determination of transaction terms and investment limit. (I) Acquisition or disposal intangible assetsor rights of use, membership card, and other important assets shall be done by one of the mean of inquiring price, comparing price,	Article 8 (The acquisition and disposal of membership card, intangible asset and other important assets) I. Evaluation and operation procedure: In the event of the Company’s acquisition or disposal of membership card,intangible assets, it should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department. II. Procedure for determination of transaction terms and investment limit. (I) Acquisition or disposal ofmembership card, intangible asset, and other important assets shall be done by one of the mean of inquiring price, comparing price, negotiating price or bidding.		In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.

Amended Articles	Amended Articles	Original Articles	The amended reasons
negotiating price, or bidding. (II) The authorized investment amount shall be in accordance with the Company’s approval process and the transaction amount exceeding NT$300 million shall be submitted to board of directors for approval. III. Implementation Department In the event of the Company’s acquisition or disposal of intangible assetsor rights of use, membership card, and other important assets, it should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department. IV. Obtain Professional Opinion. Where the Company acquires or disposes of intangible assets or right-of-use assets or membership cardand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing		(II) The authorized investment amount shall be in accordance with the Company’s approval process and the transaction amount exceeding NT$300 million shall be submitted to board of directors for approval. III. Implementation Department In the event of the Company’s acquisition or disposal of membership card,intangible assets and other important assets, it should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department. IV. Obtain Professional Opinion. Where the Company acquires or disposes of membership card/intangible assets amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. V. The amount of transactions above shall be calculated as follows:
	membership cardand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing

Amended Articles	Amended Articles	Original Articles	The amended reasons
Standards No. 20 published by the ARDF. V. 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 transaction counterparty within the preceding year. (III) Items duly obtain opinion form accountant s need not be counted toward the transaction amount.		(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 transaction counterparty within the preceding year. (III) Items duly obtain opinion form accountant s need not be counted toward the transaction amount.
Article 9 (Procedure of related party transaction) I. (Omitted) II. In the event that the Company engages in any acquisition or disposal of real property or right-of-use assets thereoffromor to a related partyor engages in any acquisition or disposal of assets other than real propertyor right-of-use assets thereof from or to a related party, and the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company’s total assets, or NTD 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or		Article 9 (Procedure of related party transaction) I. (Omitted) II. In the event that the Company engages in any acquisition or disposal of real property from or to a related party or engages in any acquisition or disposal of assets other than real property assets from or to a related party, and the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company’s total assets, or NTD 300 million or more, except for the trading of government bonds, bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or	In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
	thereoffromor to a related partyor engages in any acquisition or disposal of assets other than real propertyor right-of-use assets
	thereof from or to a related party, and the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company’s total assets, or NTD 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or

Amended Articles	Original Articles	The amended reasons
repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until submit the following information to audit committee and obtain approval from half of the members in the audit committee. (I) – (II) omitted. (III) In the event that the Company acquires real property or right-of-use assets thereof	make a payment until submit the following information to audit committee and obtain approval from half of the members in audit committee. (I) – (II) omitted. (III) In the event that the Company acquires real property from a related party, information regarding the evaluation of the reasonableness of the anticipated terms of the transaction in accordance with Subparagraph (1) and (4), Paragraph 3 herein. . (IV) – (VII) (Omitted) The transaction amount in the preceding Paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 13, Paragraph 1 herein. Items that have been approved by the Audit Committee and Board of Directors according to this Guideline shall not be counted in when calculating the transaction amount. With respect to the transactions of acquisition and disposal of equipment for business, when to be conducted between the Company and its subsidiaries, the Company's board of directors delegate the board chairman to decide such matters when the transaction is within NTD$
from a related party, information regarding the evaluation of the reasonableness of the anticipated terms of the transaction in accordance with Subparagraph (1) to (4), Paragraph 3 herein. (IV) – (VII) (Omitted) The transaction amount in the preceding Paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 13, Paragraph2herein. Items that have been approved by the Audit Committee and Board of Directors according to this Guideline shall not be counted in when calculating the transaction amount. With respect to the types of
transactions listed below,
when to be conducted between
the Company and its
subsidiaries, the Company's
board of directors delegate the	500 million (including) and have the decisions subsequently submitted to and ratified by the next
board chairman to decide
such matters when the
transaction is within NTD$

Amended Articles Original Articles The amended reasons 500 million and have the board of directors’ decisions subsequently meeting. submitted to and ratified by III. Evaluation the the next board of directors reasonableness of the meeting: transaction costs (I) Acquisition or disposal of equipment or right-of-use (I) The Company that assets thereof held for acquires real property thereof business use. from a related party shall (II) Acquisition or disposal of evaluate the reasonableness real property right-of-use of the transaction costs by assets held for business use. the following means: III. Evaluation the reasonableness of the 1-2 (omitted) transaction costs (II) Where land and (I) The Company that acquires real property or right-of-use structures thereupon are combined as a single assets thereof from a related property purchased in one party shall evaluate the transaction, the transaction reasonableness of the costs for the land and the transaction costs by the structures may be separately following means: appraised in accordance with 1-2 (omitted) either of the means listed in (II) Where land and structures the preceding Paragraph. thereupon are combined as a single property purchased or (III) The Company that leased in one transaction, the acquires real property thereof transaction costs for the land from a related party and and the structures may be appraises the cost of the real separately appraised in property thereof in accordance with either of the accordance with the means listed in the preceding Sub-paragraph (1) and (2), Paragraph. Paragraph 3 herein shall also (III) The Company that acquires engage a CPA to check the real property or right-of-use appraisal and render a assets thereof from a related specific opinion. party and appraises the cost of the real property or right-of-use (IV) When the results of the assets thereof in accordance Company's appraisal with the Subparagraph (1) and conducted in accordance (2), Paragraph 3 herein shall with Subparagraph (1) and also engage a CPA to check the (2), Paragraph 3 of this appraisal and render a specific Article are uniformly lower opinion. than the transaction price, the (IV) When the results of the matter shall be handled in Company's appraisal conducted compliance with or right-of-use assets thereof Sub-paragraph (5), in accordance with Paragraph 3 of this Article. Subparagraph (1) and (2), However, where the Paragraph 3 of this Article are following circumstances

Amended Articles Original Articles The amended reasons uniformly lower than the exist, objective evidence has transaction price, the matter been submitted and specific shall be handled in compliance opinions on reasonableness with Sub-paragraph (5), have been obtained from a Paragraph 3 of this Article. professional real property However, where the following appraiser and a CPA have circumstances exist, objective been obtained, this evidence has been submitted restriction shall not apply: and specific opinions on reasonableness have been 1. Where the related party acquired undeveloped land obtained from a professional or leased land for real property appraiser and a development, it may submit CPA have been obtained, this proof of compliance with restriction shall not apply: 1. Where the related party one of the following conditions: acquired undeveloped land or leased land for development, it (1) Where undeveloped may submit proof of compliance land is appraised in with one of the following accordance with the means conditions: in Sub-paragraph 1 and 2, (1) Where undeveloped land is Paragraph 3 of this Article, appraised in accordance with and structures according to the means in Sub-paragraph (1) the related party's and (2), Paragraph 3 of this construction cost plus Article, and structures according reasonable construction to the related party's profit are valued in excess of construction cost plus the actual transaction price. reasonable construction profit The “Reasonable are valued in excess of the construction profit” shall be actual transaction price. The deemed the average gross “Reasonable construction operating profit margin of profit” shall be deemed the the related party's average gross operating profit construction division over margin of the related party's the most recent 3 years or the construction division over the gross profit margin for the most recent 3 years or the gross construction industry for the profit margin for the most recent period as construction industry for the announced by the Ministry most recent period as of Finance, whichever is announced by the Ministry of lower. Finance, whichever is lower.

(2) Transactions by unrelated (2) Completed transactions parties within the preceding by unrelated parties within year involving other floors of the preceding year involving the same property or other floors of the same neighboring or closely valued property or neighboring or parcels of land, where the land closely valued parcels of area and transaction terms are land, where the land area and similar after calculation of transaction terms are similar reasonable price discrepancies after calculation of

Amended Articles Original Articles The amended reasons in floor or area land prices in reasonable price accordance with standard discrepancies in floor or area property market sale. land prices in accordance with standard property (3) Lease transactions by market sale. unrelated parties within the preceding year involving other (3) Lease transactions by floors of the same property, unrelated parties within the where the land area and preceding year involving transaction terms are similar other floors of the same after calculation of reasonable property, where the land area price discrepancies in floor and transaction terms are prices in accordance with similar after calculation of standard property leasing reasonable price practices. discrepancies in floor prices 2. Where the Company in accordance with standard acquiring real property, or property leasing practices. obtaining real property right-of-use assets through 2. Where the Company acquiring real property, or leasing , from a related party obtaining real property provides evidence that the terms of the transaction are similar to right-of-use assets through the terms of transactions leasing, from a related party involving neighboring or provides evidence that the terms of the transaction are closely valued parcels of land of similar to the terms of a similar size by unrelated completed transactions parties within the preceding year. Transactions involving involving neighboring or closely valued parcels of neighboring or closely valued land of a similar size by parcels of land in the preceding unrelated parties within the Paragraph in principle refers to preceding year. Completed parcels on the same or an transactions involving adjacent block and within a distance of no more than 500 neighboring or closely valued parcels of land in the meters or parcels close in publicly announced current preceding Paragraph in value; transactions involving principle refers to parcels on similarly sized parcels in the same or an adjacent block and within a distance principle refers to transactions of no more than 500 meters by unrelated parties for parcels with a land area of no less than or parcels close in publicly announced current value; 50 percent of the property in the transactions involving planned transaction; within the similarly sized parcels in preceding year refers to the year principle refers to preceding the date of occurrence transactions completed by of the acquisition of the real property or obtainment of the unrelated parties for parcels right-of-use assets thereof. with a land area of no less (V) Where the Company than 50 percent of the acquires real property or property in the planned

Amended Articles Original Articles The amended reasons right-of-use assets thereof transaction; within the from a related party and the preceding year refers to the results of appraisals conducted year preceding the date of in accordance with the occurrence of the acquisition Subparagraph (1) to (4) , of the real property or Paragraph 3 of this Article are obtainment of the uniformly lower than the right-of-use assets thereof. transaction price, the following (V) Where the Company steps shall be taken: 1. A special reserve shall be set acquires real property thereof aside in accordance with Article from a related party and the results of appraisals 41, Paragraph 1 of the Securities conducted in accordance and Exchange Act against the difference between the real with the Subparagraph (1) and (2) , Paragraph 3 of this property or other right-of-use Article are uniformly lower assets transaction price and the than the transaction price, the appraised cost, and may not be following steps shall be distributed or used for capital taken: increase or issuance of bonus shares. 1. A special reserve shall be 2. Audit Committee shall set aside in accordance with comply with Article 218 of the Article 41, Paragraph 1 of Company Act. the Securities and Exchange 3. Actions taken pursuant to the Act against the difference between the real property preceding two Sub-paragraphs shall be reported to a transaction price and the appraised cost, and may not shareholders meeting, and the be distributed or used for details of the transaction shall capital increase or issuance be disclosed in the annual report of bonus shares. and any investment prospectus. The Company that has set aside 2. Audit Committee shall a special reserve under the comply with Article 218 of preceding Paragraph may not the Company Act. utilize the special reserve until it has recognized a loss on the 3. Actions taken pursuant to decline in market value of the the preceding two assets it purchased or leased at Subparagraphs shall be a premium or they have been reported to a shareholders disposed of or the leasing meeting, and the details of contract has been terminated the transaction shall be or adequate compensation has disclosed in the annual report been made or the status quo and any investment ante has been restored, or there prospectus. is other evidence confirming that there was nothing The Company that has set unreasonable about the aside a special reserve under transaction, and the competent the preceding Paragraph may authority has given its consent. not utilize the special reserve (VI) Where the Company until it has recognized a loss

Amended Articles	Original Articles	The amended reasons
acquires real property or right-of-use assets thereof	on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority has given its consent. (VI) Where the Company acquires real property thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the Paragraph 1 and 2 of this Article, and the Subparagraph (1), (2) and (3), Paragraph 3 of this Article do not apply: 1. The related party acquired the real property thereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the Paragraph 1 and 2 of this Article, and the Subparagraph (1), (2) and (3), Paragraph 3 of this Article do not apply: 1. The related party acquired the real propertyor right-of-use assets thereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land. 4. The real property
right-of-use assets for business
use are acquired by the
Company with its subsidiaries.
Article 13 (Announcement	Article 13(Announcement	In accordance with

Amended Articles	Amended Articles	Original Articles	The amended reasons
report timeline and its content) I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event. The Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise. (I) Acquisition or disposal of real propertyor right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; Provided, this shall not apply to trading of domestic government bonds or bonds under re-purchase and re-sale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, de-merger,		report timeline and its content) I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event. The Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise. (I) Acquisition or disposal of real property thereof from or to a related party, or acquisition or disposal of assets other than real property thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; Provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, demerger, acquisition,or transfer of	Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
	from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; Provided, this shall not apply to trading of domestic government bonds or bonds under re-purchase and re-sale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, de-merger,

		Amended Articles	Original Articles	The amended reasons
acquisition or transfer of shares. (III) Losses from derivatives transaction reaching the limitson aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (IV) Where equipment or right-of-use assets thereof for business use are acquired or disposed of and furthermore the transaction counterparty is not a related party and the transaction amount meets any of the following criteria: 1. The Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. 2. The Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. (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 furthermorethe transaction counterparty is not a related party,and the amount the company expects to invest in the transaction reaches NT$500 million. (VI) Where an asset transaction other than any of those referred to in the preceding five Subparagraphs, or an investment in the mainland China area reaches 20percent		acquisition or transfer of shares. (III) Losses from derivatives transaction reaching the limitson aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (IV) Where equipment or right-of-use assets thereof	shares. (III) Losses from derivatives transaction reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (IV) Where the assets type which is the equipment thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: 1. The Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. 2. The Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. (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. (VI) Where an asset transaction other than any of those referred to in the preceding five Sub-paragraphs, or an investment in the mainland China area reaches 20 percent
	not a related party,and the amount the company expects to invest in the transaction reaches NT$500 million. (VI) Where an asset transaction other than any of those referred to in the preceding five Subparagraphs, or an investment in the mainland China area reaches 20percent

Amended Articles	Original Articles	The amended reasons
or more of paid-in capital or NT$300 million; Provided, this shall not apply to the following circumstances: 1. Trading of domestic government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (VII) The amount of transactions above shall be calculated as follows: 1, 2 (Omitted) 3 The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4 (Omitted) II. III (Omitted)	or more of paid-in capital or NT$300 million. Provided, this shall not apply to the following circumstances: 1. Trading of government bonds. 2. Trading of bonds under re-purchase and re-sale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (VII) The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same securities thereof within the same development project within the preceding year. II. When the Company at the time of public announcement makes an error or omission in an item required by

Amended Articles	Original Articles	The amended reasons
	regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. III. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding Paragraph, a public report of relevant information shall be made in the prescribed content and format on the information reporting website designated by the competent authority within 2 days counting inclusively from the date of occurrence of the event 1. Change, termination or rescission of a contract signed in regard to the original transaction 2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3. Change to the originally publicly announced and reported information.
Article 14 (The supervisory process of acquisition and disposal of assets of subsidiary) I. (Omitted) II. Where a subsidiary is not a domesticpublic company,	Article 14 (The supervisory process of acquisition and disposal of assets of subsidiary) I. (Omitted)	In accordance with Letter, Jin-Guan-Zheng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on

Amended Articles	Amended Articles	Original Articles	The amended reasons
if the subsidiary acquiring or disposing of assets reaches the standard of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies required to place a public announcement, the Company shall place a public announcement. III. In the public announcement requirement of the subsidiary, the “amount reaches 20 percent of paid-in capital or 10 percent of total assets” is calculated based on the paid-in capital or total assets of the Company.		II. Where a subsidiary is not a domestic public company, if the subsidiary acquiring or disposing of assets reaches the standard of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies required to place a public announcement, the Company shall place a public announcement. III. In the public announcement requirement of the subsidiary, the “amount reaches 20 percent of paid-in capital or 10 percent of total assets” is calculated based on the paid-in capital or total assets of the Company.	26 November, 2018.
Article 15 (The handling of dissenting opinion ofaudit committee and directors) With respect to the		Article 15 (The handling of dissenting opinion of directors) The acquisition or disposal of material assets should be	In accordance with practical operating needs.
	the
Company's acquisition or
disposal of assets that is
		approved by half of members of audit committees and submit board of directors for resolution. With respect to the Company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or
subject to the approval of the
board of directors under the
company's procedures or
other laws or regulations, it
should be approved by half of
members of audit committees
and submit board of directors
for resolution. if a director
expresses dissent and it is
contained in the minutes or a
written statement, the
		regulations, if a director expresses dissent and it is contained in the minutes or
company shall submit the
director's dissenting opinion
to the audit committee. If the preceding Paragraph
		a written statement, the company shall submit the director's dissenting opinion to audit committee.
has not passed by half of the
members in audit committee,
two-thirds of the directors
		When the Company submits to the board of directors for discussionin according to
could pass the resolution and
it shall be recorded in the
minutes of the audit

	Amended Articles	Original Articles	The amended reasons
committee. When the Company submits the acquisition or disposal of assets to board of directors for discussionin according to the first Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualified shall be included in the minutes of the board of directors' meeting.		the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes of the board of directors' meeting.
	Article 18 (Implementation and Amendment) The Guidelines shall be approved by half of the members in the audit committee and resolved by the board of directors, and then to a shareholders' meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee. If the preceding Paragraph	Article 18 (Implementation and Amendment) The Guideline shall be approved by half of the members in the audit committee and resolved by the board of directors, and then to a shareholders' meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee. When the Company submits this Guideline to the board of directors for discussion in according to the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes of the board of directors' meeting.	In accordance with practical operating needs.
	has not passed by half of the
	members in audit committee,
	two-thirds of the directors
	could pass the resolution and
	it shall be recorded in the
	minutes of the audit
	committee. When the Company submits this Guideline to the board of directors for discussion in according to the first Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or

Amended Articles	Original Articles	The amended reasons
qualification shall be included in the minutes of the board of directors' meeting.
Article 19 (Amendment Date) Paragraph I-VI (Omitted) The 7th amendment was on	Article 19 (Amendment Date) This Guideline was first amended on 30 May, 2003 The second amendment was on 15 June, 2007, The third amendment was on 5 June, 2012. The fourth amendment was on 23 June, 2014. The fifth amendment was on 23 June, 2015. The sixth amendment was on 13 June, 2017.	Add amendment times and its date.
14 June, 2019.

Attachment 6

UPC Technology Corporation

Comparison Table of Amendment of Guidelines for Derivatives Transaction

The Amended Articles Original Articles amended reasons Article 2 (Type of transaction) Article 2 (Type of transaction) In accordance I. Derivatives means forward contracts, I. Financial derivatives referred to herein with Letter, options contracts, futures contracts, leverage are broadly defined as instruments that Jin-Guan-Zh contracts, or swap contracts , whose value is derive their value from the performance of eng-Fa-Zi derived from a specified interest rate, underlying assets, interest or currency No. financial instrument price, commodity exchange rates, indices or others. Such 1070341072, price, foreign exchange rate, index of prices instruments include swaps, options, futures by Financial or rates, credit rating or credit index, or contracts, leverage contracts, forwards, Supervisory other variable; or hybrid contracts and various combinations thereof. Commission combining the above contracts; or hybrid Forwards referred herein exclude dated on 26 contracts or structured products insurance, performance, post-sale service, November, containing embedded derivatives. The long-term lease and long-term 2018. term “forward contracts” does not include sales/procurement contracts . insurance contracts, performance contracts, after-sales service contracts, long-term II. (Omitted) leasing contracts, or long-term purchase (sales) contracts. II. (Omitted) Article 7 (Operation Process) Article 7 (Operation Process) Cooperation I. Authorization limit I. Authorization limit with the The authorization limit is determined by The authorization limit is determined by audit chairman according to the Company’s sales chairman according to the Company’s sales committee. revenues and risk management and submits revenues and risk management and submits to board of directors for record. The same to board of directors for record. The same shall be true for any amendment to those shall be true for any amendment to those authorization limits. However, it shall be authorization limits. However, it shall be passed by half of the members in the audit passed by half of the members in the audit committee and submitted to the board of committee and submitted to the board of directors for approval to conduct directors for approval to conduct transactions of material derivatives. If it transactions of material derivatives. has not passed by half of the members in Authorization Transaction amount the audit committee, two-thirds of the unit per deal (USD) directors could pass the resolution and it Chairman of 10 million (and more) shall be recorded in the minutes of the Board of audit committee. Directors Authorization Transaction amount General 5 million to 10 million unit per deal (USD) manger (including)


Article 9 (Internal control system) I. – II. (Omitted) III. Periodic assessment The relevant report of monthly assessment should be submitted to officers appointed by the board of directors.	Article 9 (Internal control system) I. – II. (Omitted) III. Periodic assessment The relevant report of monthly assessment should be submitted to officers appointed by the board of directors.	In accordance with Letter, Jin-Guan-Zh eng-Fa-Zi No. 1070341072, by Financial Supervisory Commission dated on 26 November, 2018.
Article 14 (Implementation and Amendment) I. The Guideline has been passed by half of the members of the audit committee and submitted for approval to the board of directors’ and shareholders’ meetings. The same shall be true for any amendment to this Guideline. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee.If the preceding Paragraph has not passed by half of the members in audit committee, two-thirds of the directors could pass the resolution and it shall be recorded in the minutes of the audit committee. II. When the Company submits this Guideline to the board of directors for discussion in according to the first Paragraph, the board ofdirectors shalltake	Article 14 (Implementation and Amendment) I. The Guideline has been passed by half of the members of the audit committee and submitted for approval to the board of directors’ and shareholders’ meetings. The same shall be true for any amendment to this Guideline. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee. II. When the Company submits this Guideline to the board of directors for discussion in according to the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or	Cooperation with the audit committee.

into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes ofthe board ofdirectors' meeting.	qualification shall be included in the minutes of the board of directors' meeting.
Article 17 (Amended Date) This Guideline was first amended in 30 May, 2003; the second amendment was on 25 May, 2004; the third amendment was on 10 June, 2008; the fourth amendment was on 23 June, 2014; the fifth amendment was on 23 June, 2015; andthe sixth amendment was on14 June,2019.	Article 17 (Amended Date) This Guideline was first amended on 30 May, 2003; the second amendment was on 25 May, 2004; the third amendment was on 10 June, 2008; the fourth amendment was on 23 June, 2014; and the fifth amendment was on 23 June, 2015.	Add the amendments times and its date.

Attachment 7

UPC Technology Corporation

Comparison Table of Amendments to the Guidelines of Loans to Others

Amended Articles	Amended Articles	Original Articles	The amended reasons
Article 2 (Borrowing counterparty) I-II (Omitted) III. The restrictions in Sub-paragraph 2, Paragraph 1 shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100 percent of the voting shares or to inter-company loans of funds between overseas companies in which the public company holds, directly or indirectly, 100 percent of the voting shares. However, the loan amount shall not exceed the Company’s net worth and the duration of loans shall not exceed three years. The responsible person of the Company who has violated the first Paragraph and the provisions of the preceding Paragraph shall be liable, jointly and severally with the borrower, for the re-payment of the loan at issue and for the damages, if any, to company resulting there-from.		Article 2 (Borrowing counterparty) I-II (Omitted) III. The restrictions in Sub-paragraph 2, Paragraph 1 shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100 percent of the voting shares. However, the loans amount shall not exceed the Company’s net worth and the duration of loans shall not exceed three years.	In accordance with Letter, Jin-Guan-Zhe ng-Fa-Zi No. 1080304826, by Financial Supervisory Commission dated on 7 March, 2019.
	to inter-company loans of funds between overseas companies in which the public
	company holds, directly or indirectly, 100 percent of the voting shares. However, the loan amount shall not exceed the Company’s net worth and the duration of loans shall not exceed three years. The responsible person of the Company who has violated the
	first Paragraph and the provisions of the preceding Paragraph shall be liable, jointly and severally with the borrower, for the re-payment of the loan at issue and for the
	damages, if any, to company resulting there-from.
Article 6 (Loans of funds and process and examination process) I-VI (Omitted) VII. Loans of funds between the Company and its subsidiaries or among its subsidiaries, shall be submitted for a resolution by the board ofdirectors pursuant to the		Article 6 (Loans of funds and process and examination process) I-VI (Omitted) VII. Loans of funds between the Company and its subsidiaries or among its subsidiaries, shallbe submitted	In accordance with Letter, Jin-Guan-Zhe ng-Fa-Zi No. 1080304826, by Financial Supervisory Commission dated on 7

Amended Articles	Original Articles	The amended reasons
regulations and the chairman may be	for a resolution by the board of	March, 2019.
authorized, for a specific borrowing	directors pursuant to the
counterparty, within a certain	regulations and the chairman
monetary limit resolved by the board	may be authorized, for a
of directors and within a period not	specific borrowing
to exceed one year, to give loans in	counterparty, within a certain
installments or to make a revolving	monetary limit resolved by the
credit line available for the	board of directors and within a
counterparty to draw down from.	period not to exceed one year,
However, it shall be passed by half of	to give loans in installments or
the members in the audit committee	to make a revolving credit line
and submitted to the board of	available for the counterparty
directors for approval to material	to draw down from. However,
loans of funds. If it has not passed	it shall be passed by half of the
by half of the members in the audit	members in the audit
committee, two-thirds of the	committee and submitted to the
directors could pass the resolution	board of directors for approval
and it shall be recorded in the	to material loans of funds.
minutes of the audit committee.
VIII (Omitted)	VIII (Omitted)

regulations and the chairman may be for a resolution by the board of March, 2019. authorized, for a specific borrowing directors pursuant to the counterparty, within a certain regulations and the chairman monetary limit resolved by the board may be authorized, for a of directors and within a period not specific borrowing to exceed one year, to give loans in counterparty, within a certain installments or to make a revolving monetary limit resolved by the credit line available for the board of directors and within a counterparty to draw down from. period not to exceed one year, However, it shall be passed by half of to give loans in installments or the members in the audit committee to make a revolving credit line and submitted to the board of available for the counterparty directors for approval to material to draw down from. However, loans of funds. If it has not passed it shall be passed by half of the by half of the members in the audit members in the audit committee, two-thirds of the committee and submitted to the directors could pass the resolution board of directors for approval and it shall be recorded in the to material loans of funds. minutes of the audit committee. VIII (Omitted) VIII (Omitted) In accordance Article 8 (Guidelines for loans of Article 8 (Guidelines for loans with Letter, funds to others) of funds to others) Jin-Guan-Zhe ng-Fa-Zi No. I-V (Omitted) I-V (Omitted) 1080304826, VI. When the Company loans funds VI. When the Company loans by Financial to others, the board of directors shall funds to others, the board of Supervisory take into full consideration each directors shall take into full Commission independent director's opinion ; consideration each independent dated on 7 independent directors' opinions director's opinion; its express March, 2019. specifically expressing assent or concurrent or dissenting dissent and their reasons for opinion shall be included in dissent shall be included in the the minutes of the board of minutes of the board of directors' directors' meeting. meeting. In accordance Article 9 (Mandatory report time Article 9 (Mandatory report with Letter, limit and content) time limit and content) Jin-Guan-Zhe ng-Fa-Zi No. I-II (Omitted) I-II (Omitted) 1080304826, III. If the Company’s subsidiary is III. If the Company’s by Financial not a public company in Taiwan, the subsidiary is not a public Supervisory Company should be responsible for company in Taiwan, the Commission the report if the subsidiary has any Company should be dated on 7 mandatory report item of the 3rd responsible for the report if the March, 2019. subsidiary has any mandatory

Amended Articles	Original Articles	The amended reasons
sub-paragraph, preceding Paragraph. “Date of occurrence” in these Guideline means the date of contract signing, date of payment, dates of boards of directors’ resolutions or other dates that can confirm the counterparty andmonetary amount of the transaction, whichever date is earlier.	report item of the 3rd sub-paragraph, preceding Paragraph. “Date of occurrence” in these Guidelines means the date of transaction 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.
Article 13 (Implementation and Amendment) I. These Guideline shall be approved by half of the members in audit committee and shall be resolved by board of directors and shareholder meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee and shareholder meeting for discussion. The same applies when the procedures are amended. If the preceding Paragraph has not	Article 13 (Implementation and Amendment) I. These Guidelines shall be approved by half of the members in the audit committee and shall be resolved by the board of directors and shareholders’ meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee and shareholders’ meeting. The same applies when the procedures are amended. II. When the Company submits these Guidelines to the board of directors for discussion in accordance with thepreceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; its expressed concurrent or	In accordance with Letter, Jin-Guan-Zhe ng-Fa-Zi No. 1080304826, by Financial Supervisory Commission dated on 7 March, 2019.
passed by half of the members in
audit committee, two-thirds of the
directors could pass the resolution
and it shall be recorded in the
minutes of the audit committee. The terms“all audit committee
members” in the first Paragraph
shall be counted as the actual
number of persons currently
holding those positions. II. When the Company submits this Guideline to the board of directors for discussion in according to the first Paragraph, the board of
	dissenting opinion shall be
	included in the minutes of the
	board of directors' meeting.

Amended Articles	Original Articles	The amended reasons
directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes of the board of directors' meeting.
[ Article 14 (Amendment date) This Guideline was amended on 30 May, 2003; the second amendment was on 16 June, 2009; the third amendment was on 14 June, 2010; the fourth amendment was on 17 June, 2013; the fifth amendment was on 23 June, 2015; the sixth amendment was on 8 June, 2018; andthe seventh amendment was on14 June 2019.	Article 14 (Amendment date) This Guideline was amended on 30 May, 2003; the second amendment was on 16 June, 2009; the third amendment was on 14 June, 2010; the fourth amendment was on 17 June, 2013; the fifth amendment was on 23 June, 2015; and the sixth amendment was on 8 June, 2018.	Add the amendment times and its date.

Attachment 8

UPC Technology Corporation

Comparison table of Guidelines Governing Making of Endorsements/Guarantees by the Company

The Amended Articles Original Articles amended reasons In Article 5 (Decision making and Article 5 (Decision making and accordance authorization level) authorization level) with Letter, I. The Company shall be subject to the I. The Company shall be subject Jin-Guan-Z approval process of Article 6 of this to the approval process of heng-Fa-Zi Guideline when making Article 6 of this Guideline when No. endorsements/guarantees and submit making endorsements/guarantees 1080304826 them to the board of directors for and submit them to the board of , by approval. The Material directors for approval. The Financial endorsements/guarantees shall be Material Supervisory approved by half of the members in endorsements/guarantees shall Commissio the audit committee and shall be be approved by half of the n dated on resolved the by board of directors. If it members in the audit committee 7 March, has not passed by half of the and shall be resolved the by 2019. members in the audit committee, board of directors. To meet the two-thirds of the directors could in-time necessity, within the pass the resolution and it shall be total amount of endorsements recorded in the minutes of the audit and/or guarantee, the board of committee. To meet the in-time directors shall delegate the necessity, within the total amount of Chairman to decide the endorsements and/or guarantee, the endorsements and/or guarantee board of directors shall delegate the within the amount of NT$500 Chairman to decide the endorsements million and then report it to the and/or guarantee within the amount of most recent board of directors’ NT$500 million and then report it to meeting for acknowledgment. the most recent board of directors’ II-III (Omitted) meeting for acknowledgment. II-III (Omitted) In Article 8 (Guidelines for making Article 8 (Guidelines for making accordance endorsements/guarantee) endorsements/guarantee) with Letter, I-IV (Omitted) I-IV (Omitted) Jin-Guan-Z heng-Fa-Zi V. When the Company makes V. When the Company makes No. endorsements/guarantees, the board of endorsements/guarantees, the 1080304826 directors shall take into full board of directors shall take into , by

Amended Articles	Original Articles	The amended reasons
consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes of the board of directors' meeting.	full consideration each independent director's opinion; its express concurrence or dissenting opinion shall be included in the minutes of the board of directors' meeting.	Financial Supervisory Commissio n dated on 7 March, 2019.
Article 9 (Mandatory report time limit and content) Under any of the following circumstances, the Company shall publicly announce and report the relevant information on the competent authority’s designated website in the appropriate format as prescribed by regulations. I. The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries on the competent authority's designated website by the 10th day of each month. II. In the event that the amount of the endorsements and/or guarantees of the Company meets one of the following standards, the Company shall make a separate public announcement on the information reporting website designated by the competent authority within 2 days counting inclusively from the date of occurrence of the event: (I) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company's net worth as stated in its latest financial statement. (II) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20percent or	Article 9 (Mandatory report time limit and content) Under any of the following circumstances, the Company shall publicly announce and report the relevant information on the competent authority’s designated website in the appropriate format as prescribed by regulations. I. The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries on the competent authority's designated website by the 10th day of each month. II. In the event that the amount of the endorsements and/or guarantees of the Company meets one of the following standards, the Company shall make a separate public announcement on the information reporting website designated by the competent authority within 2 days counting inclusively from the date of occurrence of the event: (I) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company's net worth as statedin itslatestfinancial

The Amended Articles Original Articles amended reasons more of the Company's net worth as statement. stated in its latest financial statement. (II) The balance of (III) The balance of endorsements/guarantees by the endorsements/guarantees by the Company and its subsidiaries for Company and its subsidiaries for a a single enterprise reaches 20 single enterprise reaches NT$10 percent or more of the millions or more and the aggregate Company's net worth as stated in amount of all endorsements/guarantees its latest financial statement. for, book value of investment under the equity method i n, and balance of (III) The balance of loans to, such enterprise reaches 30 endorsements/guarantees by the percent or more of the Company's net Company and its subsidiaries for worth as stated in its latest financial a single enterprise reaches statement. NT$10 million or more and the aggregate amount of all (IV)The amount of new endorsements/guarantees for, endorsements/guarantees made by the investment of a long-term Company or its subsidiaries reaches nature in , and balance of loans NT$30 million or more, and reaches 5 to, such enterprise reaches 30 percent or more of the Company's net percent or more of the worth as stated in its latest financial Company's net worth as stated in statement. its latest financial statement. The Company shall announce and (IV)The amount of new report on behalf of any subsidiary endorsements/guarantees made thereof that is not a public company of by the Company or its the Republic of China any matters that subsidiaries reaches NT$30 such subsidiary is required to million or more, and reaches 5 announce and report pursuant to percent or more of the Subparagraph 4 of the preceding Company's net worth as stated in Paragraph. its latest financial statement. “Date of occurrence” in these The Company shall announce Guideline means the date of contract and report on behalf of any signing, date of payment, dates of subsidiary thereof that is not a boards of directors’ resolutions, or public company of the Republic other date that can confirm the of China any matters that such counterparty and monetary amount of subsidiary is required to the endorsement/guarantee, whichever announce and report pursuant to date is earlier. Subparagraph 4 of the preceding Paragraph. “Date of occurrence” in these Guidelines means the date of contract signing of the transaction , date of payment,

Amended Articles	Original Articles	The amended reasons
	date of boards of directors’ resolutions, or other dates that can confirm the counterparty of the transaction and monetary amount of the transaction, whichever date is earlier.
Article 13 (Implementation and Amendment) I. The Guideline shall be approved by half of the members in audit committee and shall be resolved by the board of directors and shareholders’ meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee and shareholders’ meeting for discussion. The same applies when the procedures are amended. If the preceding Paragraph has not	Article 13 (Implementation and Amendment) I. The Guideline shall be approved by half of the members in audit committee and shall be resolved by the board of directors and shareholders’ meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee and shareholders’ meeting for discussion. The same applies when the procedures are amended. II. When the Company submits these Guidelines to the board of directors for discussion in accordance to the first Paragraph, the board of directors shall take into full consideration each independent director's opinion; its express concurrent or dissenting opinion shall be included in the minutes of the board of directors' meeting.	In accordance with Letter, Jin-Guan-Z heng-Fa-Zi No. 1080304826 , by Financial Supervisory Commissio n dated on 7 March, 2019.
passed by half of the members in
audit committee, two-thirds of the
directors could pass the resolution
and it shall be recorded in the
minutes of the audit committee. The terms“all audit committee
members” in the first Paragraph
shall be counted as the actual
number of persons currently
holding those positions. II. When the Company submits these Guidelines to the board of directors for discussion in accordance to the first Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the
minutes of the board of directors' meeting.

Amended Articles	Original Articles	The amended reasons
Article 14 (Amendment date) The first amendment was on 30 May, 2003; the second amendment was on 9 June, 2006; the third amendment was on 16 June, 2009; the fourth amendment was on 14 June, 2010; the fifth amendment was on 17 June, 2013; the sixth amendment was on 23 June, 2014; the seventh amendment was on 23 June, 2015, and the eighth amendment	Article 14 (Amendment date) The first amendment was on 30 May, 2003; the second amendment was on 9 June, 2006; the third amendment was on 16 June, 2009; the fourth amendment was on 14 June, 2010; the fifth amendment was on 17 June, 2013; the sixth amendment was on 23 June, 2014; and the seventh amendment was on 23 June, 2015.	Add the amendment times and its date.
was on14 June, 2019.

Attachment 9

UPC Technology Corporation The list of candidates and relevant information on the election of directors’ to the 15th board of directors

Candidates Type	Candidates Name of candidates	Major Education and Experience	Major current position	Shareholding	Name of represented corporation
Directors	Jiang, Hui Jong	Master’s degree and PHD from Northwestern University National Tsing Hua University Department of Chemical Engineering General Manager of THINTEC MATERIALS CORPORATION Supervisor of EPISTAR CORPORATION Supervisor of ASIA POLYMER CORPORATION	Special assistance to chairman of MiTAC-SYNNEX Group Independent director of HANNSTAR DISPLAY CORPORATION Independent directors of PROLIGHT OPTO TECHNOLOGY CORPORATION Supervisor of SWANSON PLASTICS CORPORATION	412,598,682	LIEN HWA INDUSTRIAL CORP.

Directors	Lin, Hsin- Hung	Bachelor of department of business administration, National Taiwan University Vice president of administration management department of ORIENTAL UNION CHEMICAL CORPORATION Special assistance to chairman of MiTAC-SYNNEX Group Financial manager of UPC Technology Corporation Filsyn Corp. Treasurer	Vice president of LIEN HWA INDUSTRIAL CORP.	412,598,682	LIEN HWA INDUSTRIAL CORP.

Appendix 1 UPC Technology Corporation

Guidelines on the Procedures of Shareholder’s meetings

I. Unless otherwise specifically provided for by the applicable law, the meetings of shareholders shall be conducted in accordance with the Rules set forth below.
II. The shareholder in this Rule includes shareholder and its proxy. III. Shareholder should hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
IV. Attendance and voting at shareholders’ meetings shall be calculated based on the numbers of shares.
V. The venue for a shareholders’ meeting shall be the premises of this Corporation, its factory or branch, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
VI. If a shareholders’ meeting is convened by the board of directors of the Company, the Chairman of the Board shall preside at such meeting. If the Chairman of the Board is on leave or is unable to exercise his powers and duties for any reason, the Vice Chairman of the Board shall preside at such meeting. The Chairman of the Board shall designate a managing director to preside as the chairman if a Vice Chairman is not appointed or if the Vice Chairman of the Board is absent. If the Chairman of the Board fails to designate a chairman for the meeting, the directors shall nominate one from among themselves to preside at the meeting. If the shareholders’ meeting is convened by a person with the authority to convene other than the Board of Directors, such person shall act as the chairman at that meeting.
VII. The Company may designate legal counsels, certified public accountants and other relevant personnel to attend and observe the shareholders’ meeting.
VIII. Staff at the shareholders’ meetings shall wear ID badges or arm badges. The chairman may direct patrol personnel or security personnel to assist in maintaining order at the meeting. Such patrol personnel or security personnel shall wear arm badges marked “Patrol Personnel” while assisting in maintaining order at the meeting.
IX. The entire process of the shareholders’ meeting shall be tape-recorded or videotaped, which must be kept for at least one year.
X. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements as referred to in the preceding Paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act.

If the number of shares represented by the shareholders’ present reaches more than one-half of the total issued and outstanding shares before the meeting is adjourned, the chairman may, based on the meeting situation, re-submit the foregoing tentative resolutions for approval at the meeting in accordance with Article 174 of the Company Act. It should not be deemed as agenda change of Paragraph 1 of Article 11 of the Guidelines if the chairman re-submits the tentative resolutions for approval at the meeting

XI. The agenda for the shareholders’ meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by a resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda. The preceding Paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting. With respect to the scheduled agenda referred to in the preceding two Paragraphs, the chairman may not, absent a resolution, unilaterally announce the adjournment of the meeting before all of the items on the scheduled agenda have been resolved (including extraordinary motions). After the chairman announces adjournment, the shareholders shall not elect another chairman to resume such meeting at the same location or seek an alternative venue. However, if the chairman declares the adjournment of the meeting in a manner in violation of the Guidelines, a new chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.

XII. Prior to speaking at the meeting, an attending shareholder shall submit a slip of paper summarizing his/her/its comments and/or questions and specifying his/her/its shareholder account number or the attendance ID number and the account name of the shareholder, in order for the chairman to determine the speaking order. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder’s speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairman and such speaking shareholder; the chairman shall stop any such violations.

XIII. The speaking should be simple and concise. Unless otherwise permitted by the chairman, a shareholder may only speak, up to two times, on a single proposal, each time no more than five minutes in length. The chairman may stop the speech of any shareholder that is in violation of the preceding Paragraph or exceeds the scope of the proposal. The shareholder’s speech should be polite, on the subject and cannot involve private matters. If the speech crosses the scope of the proposal, or becomes impolite, the chairman can stop it. Other shareholders could also require the chairman to stop it.

XIV. If a juristic person is entrusted to attend the shareholders’ meeting, such juristic person may only appoint one person to be its representative at the meeting.

If a shareholder who is a juristic person appoints two or more representatives to attend the meeting, only one representative may speak on any given proposal.

XV. After the speech is given by an attending shareholders, the chairman may personally respond or designate relevant personnel to respond.
XVI. If the chairman believes that the discussion for a proposal has reached a level where a vote may be called, the chairman may make an announcement to end such discussion and call for a vote.
XVII. When this Corporation holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. The relevant operation method is subject to the Company Act and relevant regulations.
Except as otherwise provided in the Company Act and in this Corporation's Articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
At the time of vote, if the chairman puts the matter before all shareholders present at the meeting and none voices an objection, the matter is deemed approved, with equivalent force as a resolution by vote.
XVIII. In the event that there is an amendment to or a replacement for the original proposal, the chairman shall decide on the order in which such proposal will be voted along with the original proposal. Provided that if one of such proposal has been approved, the other proposals will be deemed to have been vetoed and no further action will be necessary.
XIX. The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chairman, provided that the person(s) supervising the casting of the ballots shall be a shareholder. The voting results shall be announced at the meeting and recorded in writing.
XX. When a meeting is in progress, the chair may announce a break based on time considerations. If the scheduled agent cannot be addressed in one meeting, a resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days. There is no need to notification or announcement.
XXI. During the meeting, in the event of major disasters such as air raids, earthquakes, and fires, the chairman should immediately announce to cease the meeting or suspend the meeting and evacuation. After one hour of the event, the chairman of the meeting shall announce the meeting time.
XXII. Issues not addressed by this Guideline is governed by the Company Act, the Company’s Article of Association.
XXIII. This Guideline shall take effect after having been submitted to and approved by the shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner.

XXIV. These Guidelines took effect as of 6 May, 1988. These Guidelines were first amended on 7 May, 1996. The second amendment was on 26 May, 1998. The third amendment was on 30 May, 2002. The fourth amendment was on 9 June, 2006. The fifth amendment was on 14 June, 2010. The sixth amendment was on 23 June, 2015.

Appendix 2 Articles of Incorporation of UPC Technology Corporation

Section I General Provisions

Article 1: The name of the company is UPC Technology Corporation (hereinafter referred to as the “Company”), which is duly organized as a company limited by shares under the Company Act of Taiwan.
Article 2: The business to be operated by the Company is as follows:

1. C801010 Basic Industrial Chemical Manufacturing

2. C801020 Petrochemical Manufacturing

3. C801100 Synthetic Resin & Plastic Manufacturing

4. C801990 Other Chemical Materials Manufacturing

5. C802120 Industrial Catalyst Manufacturing

6. C802990 Other Chemical Products Manufacturing

7. F401010 International trade

8. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1: The Company may act as a guarantor for the need of business. Article 3: The headquarters of the Company are located in Taipei City, Taiwan. The Company may establish branches in Taiwan or overseas as the Company may require upon resolution by the board of directors of the Company (hereinafter referred to as the “Board or “Board of Directors”).
Article 4: The total amount of investments by the Company may exceed forty percent of the paid-in capital of the Company.

Section 2 Shares

Article 5: The total capital amount of the Company shall be twenty billion New Taiwan Dollars (NT$20,000,000,000), divided into two billion (2,000,000,000) shares, at a par value of ten New Taiwan Dollars (NT$10) per share. An amount of point one hundred million shares out of the aforesaid capital is reserved to serve as subscription warrants for employees, and authorizes the board of directors to issue such warrant separately. The board of directors may, based on practical needs, issue such issued capital separately.
Article 6: Share certificates of the Company shall be issued only if they bear the names of the shareholders, be appropriately serial numbered, be signed by or affixed with the personal seals of three or more Directors of the Company, and be duly signed and authenticated by the responsible authority or a share registry endorsed by the regulatory authority.

The Company may be exempted from printing any share

certificates of the shares issued and the Company shall register the issued shares with a centralized securities depository enterprise. Article 7: The share certificate shall use the shareholder’s original name. The natural person or entity shall report the Company its name / the name of its representative, domicile and such information shall be recorded in the shareholder roster. If there is joint ownership, the joint owners should appoint one representative and record it in the shareholders’ roster. If the share is owned by the government or entity, the name of such government or entity shall be recorded. Article 8: Except otherwise regulated in laws or securities regulations, the shareholder services of the Company shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by competent authority.

Article 9: In the event to re-issue new share because of ownership transfer, or a lost or damaged share certificate, the Company can Charge sufficient printing cost or reasonable fee for the stamp affixed.
Article 10: The transferee of the share should be recorded in the shareholders' roster within 60 days prior to the convening date of a annual generalshareholders’ meeting, within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target dated fixed by the Company for the distribution of dividends, bonus or other benefits.

Section 3 Shareholders’ meeting.

Article 11: Shareholders’ meeting of the Company is divided into two types: I. Annual generalshareholders’ meeting; II. Extraordinary shareholders’ meeting.
The annual general shareholders’ meeting shall be convened by the board of directors once a year within six months after the close of each fiscal year. Unless otherwise regulated in Company Act, the special shareholders’ meeting shall be convened by the board of directors whenever necessary.
Article 12: Notice shall be given to the shareholders at least thirty (30) days prior to a annual general shareholders’ meeting, and at least fifteen (15) days prior to a special shareholders’ meeting. The notice and announcement should state the date, place, and purpose of the meeting.
Article 13: 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 50 percent of the issued capital stock, by more than 50 percent of the shareholders attending the meeting.
Article 14: Unless otherwise provided by the Company Act or the Company’s Articles of Incorporation, the common shareholders of the Company shall be entitled to one vote for each share held at the shareholders’ meeting. However, the shares that are held by the Company itself in accordance with the laws have no voting power .

Article 15: If a shareholder cannot attend a shareholders' meeting in person, he or she may issue a proxy, stating the scope of authorization, to authorize an agent to attend the meeting on his or her behalf. Unless otherwise regulated in Company Act, the shareholder’s proxy shall be handled in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies.” Article 16: The chairman of the board of directors shall preside over the shareholders' meeting. In case the chairman of the board of directors is absent, the vice chairman shall act on his behalf in according with Article 208 of the Company Act. In case there is no vice chairman, or the vice chairman is also absent, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman from the board of directors. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The shareholders’ meeting shall be handled in accordance with the Company’s guidelines on procedures of shareholders’ meetings. Article 17: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting. The record and storage of such meeting minutes is in accordance with the Company Act. The attendance list bearing the signatures of the shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Section 4 Directors

Article 18: The Company shall have seven to ten directors and among them at least three of them should be independent directors. All of the independent directors shall be elected from legally competent persons at the shareholders’ meeting. After the election, the Company could purchase director liability insurance with the resolution of the board of directors. The Company may purchase D&O liability insurance to cover the directors for the liabilities they shall be responsible for while performing their duties. The board of directors is authorized to determine the directors’ remuneration in accordance with the normal rates adopted by other companies in the same industry. From the 14th board of directors, the Company’s directors are elected through a candidates’ nominating system in accordance

with the Company Act and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates.

All the registered shares held by the directors shall comply with “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”

Article 19: The term of directors is for three years and may be re-elected.
Article 20: The Chairman of the Board of Directors shall be elected from among the directors by majority of the directors present at a meeting attended by more than two-thirds of directors. The vice Chairman of the Board of Directors may also be elected from among the directors in the same way as the Chairman election.
Article 21: The Chairman and vice Chairman shall be responsible for all routine matters and the Chairman shall externally represent the Company.
Article 22: Board meetings shall be convened and chaired by the chairman of the board. If the Chairman is absent, the vice chairman shall act in place of the chairman. Where the Chair and the Vice Chair of the Board are both absent, the Chair designates a director as a proxy and where no person is designated as the proxy, the directors shall elect a person from among themselves to act as the chairman of the meeting.

The convening of the Board of Directors meeting shall be notified to the directors with the subject seven days in advance. However, in case of an emergency, the meeting may be convened at any time.

The notice of convening in the preceding section shall be made in writing, through email or fax.

Article 23: Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. If a director is unavailable to attend a meeting in person, the director may issue a proxy to authorize another director to attend the meeting on the director’s behalf, provided that a director may represent only one other director at a meeting. Such proxy shall be limited to the appointment of one person only.
In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 24: The board of directors has a secretary to handle the relevant matter of the board of directors.
Article 25: The Company shall set forth the Audit Committee, which comprises of all the independent directors, in accordance with the Securities and Exchange Act.

The Audit Committee or its member shall be responsible for performing the power of supervisors as provided in the Company Act, the Securities and Exchange Act, and the relevant laws and regulations.

Section 5 Human Resource

Article 26: The Company may have managerial personnel, and the duties thereof shall be arranged according to the needs of the Company. The appointment and discharge of the managerial personnel shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Section 6 Accounting

Article 27: The fiscal year of the Company is from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the Board of Directors shall prepare the following documents and submit to the general shareholders’ meeting for acceptance: I. Business report. II. Financial statement. III. Proposal on surplus distribution or loss compensation. Article 28: The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10 percent as legal reserve. The Company may then appropriate a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders as dividends according to the distribution plan The proposal was submitted by the Board of Directors and acknowledged by the shareholders ‘meeting.

If the Company has earnings after offsetting the prior years’ accumulated losses, if any, the Company should distribute no less than 1 percent of the earnings as employees’ compensation and no more than 1 percent of the earning as directors’ compensation. The distribution of employees’ compensation could be in the form of shares and cash. The distribution of directors’ compensation should be in the form of cash. Both aforesaid distributions should be adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

If the distribution of employees’ compensation is in the form of shares, the qualified employees of subsidiary companies who meet the requirements could be included in the distribution. The requirement is authorized to be decided by chairman. The Company is in the rapid change industry. In order to sustain operations and long-term development, when the board of directors proposes the earning distribution, the board of directors should consider long-term financial planning, future development and shareholder interest protection, etc.

The board of director will consider the Company’s financial structure, future fund demand and profit situation to decide the aforesaid earning distribution ratio and shareholder cash dividend of the shareholders’ ratio. The cash dividends shall not be lower

than the total dividends, but such ratio should be adjusted with the approval of the shareholders’ meeting.

Section 7 Miscellaneous

Article 29: Matters not provided for in this Article will be handled in accordance with the Company Act of the Republic of China. Where overseas Chinese or foreign nationals invest in the Company, it shall be processed in accordance with the relevant laws and regulations.

Article 30: The internal organization of the Company and the operational regulations will be stipulated separately.
Article 31: This Article of Incorporation was passed in the meeting of promoters dated on 24 April, 1976; the first amendment was on 29 December, 1976, the second amendment was on 29 June, 1979; the third amendment was on 5 May, 1981; the fourth amendment was on 30 October, 1981; the fifth amendment was on 11 January, 1982; the sixth amendment was on 5 June, 1984;the seventh amendment was on 28 May, 1985;the eighth amendment was on 8 April 1986;the ninth amendment was on 28 May, 1987; the tenth amendment was on 6 May,1988;the eleventh amendment was on 20 September, 1988;the twelfth amendment was on 16 June, 1989; the thirteenth amendment was on 11 May, 1990; the fourteenth amendment was on 16 May, 1991; the fifteen amendment was on 12 June, 1992; the sixteenth amendment was on 8 June, 1994;the seventeenth amendment was on 12 May, 1995;the eighteenth amendment was on 7 May, 1996;the nineteen amendment was on 7 May, 1996;the twentieth amendment was on 23 May, 1997;the twenty-first amendment was on 26 May, 1998;the twenty-second amendment was on 8 June, 1999;the twenty-third amendment was on 30 May, 2000;the twenty-fourth amendment was on 22 May, 2001;the twenty-fifth amendment was on 30 May, 2002; the twenty-sixth amendment was on 30 May, 2003;the twenty-seventh amendment was on 25 May, 2004;the twenty-eighth amendment was on 31 May, 2005;the twenty-ninth amendment was on 15 June, 2007;the thirtieth amendment was on 10 June, 2008;the thirty-first amendment was on 14 June, 2010;the thirty-second amendment was on 9 June, 2011;the thirty-third amendment was on 5 June, 2012;the thirty-fourth amendment was on 23 June, 2015;the thirty-fifth amendment was on 14 June, 2016;and the thirty-sixth amendment was on 8 June, 2018.

Appendix 3 UPC Technology Corporation Rules for Board of Directors Elections

Article 1: Except as otherwise provided by relevant laws or UPC Technology Limited (hereinafter referred to as the “Company”) the Articles of Incorporation, the election of the directors of the Company shall comply with the Guidelines for the Election of Directors (hereinafter referred to as the “Guidelines”). Article 2: The Company’s directors are elected through the candidates nominating system in accordance with the Company Act and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The cumulative voting method shall be used for election of the directors. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. Article 3: All of the directors shall be elected from legally competent persons at the shareholders’ meeting. In accordance with the number of directors specified in the Company’s Articles of Incorporation and ballot summary from the electronic voting platform and statistical results from the shareholders meeting, those receiving ballots representing the highest numbers of voting rights will be elected to be the directors and independent directors, respectively, sequentially according to their respective number of votes. If two or more candidates receive the same number of votes, which consequently exceeds the number of directors to be elected, such candidates shall draw lots to decide the winner. If such candidate(s) is(/are) not present, the chairman shall draw lots on behalf of the candidate(s). Article 4: The separate ballots shall be prepared by the Company. The separate ballots should be in accordance to the attendance care numbers and shall specify the number of voting rights associated with each ballot. If voting is done by electronic voting, there is no need to prepare the separate ballot. Article 5: Before the beginning of the elections, the chairman shall designate some monitoring personnel and counting staff, each of whom shall then respectively perform their relevant functions accordingly. Article 6: The ballot boxes are prepared by the Company and publicly checked by the vote monitoring personnel before voting commences. Article 7: In the event that the candidate is a shareholder of the Company, the voters voting for such candidate shall fill in in the “candidate” column on the ballot such candidate’s account name and shareholder account number. In the event that the candidate is not a shareholder of the Company, the voters voting for such

candidate shall fill in in the “candidate” column on the ballot such candidate’s name and ID number. In the event that the candidate is a government or a corporate shareholder, the voters voting for such candidate shall fill in the “candidate” column on the ballot with the name of such government or corporate shareholder, or the name of such government or corporate shareholder together with the name of such government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be listed. When there are multiple representatives, the names of each respective representative shall be entered.

The Company’s independent and non-independent directors could be elected at the same time, but in separately calculated numbers. Article 8: A ballot is deemed void if any of the following circumstances occurs:

I. Ballots not placed in the ballot box. II. Ballots not prepared in accordance to the Guidelines. III. A blank ballot is placed in the ballot box. IV. Where the candidate voted for is a shareholder of the Company, such candidate’s account name and shareholder account number filled in in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of the Company, such candidate’s name or ID number is verified to be incorrect.
V. Any ballot with characters, symbol, or unclear matters other than the candidate’s account name (name) or shareholder account number (ID number) and the allocated number of voting rights.
VI. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections.
VII. Any of the ballot items including the candidate’s account name (name) or shareholder account number (ID number) and the allocated number of voting rights is altered.
VIII. Any ballot without the candidate’s account name (name) or shareholder account number (ID number).
IX. Any ballot that is cast with the names of two or more candidates.
Article 9: The ballots shall be counted during the shareholders’ meeting immediately after they are cast. The results shall be announced by the chairman.
Article 10: This Guideline shall take effect after having been submitted to and approved by the shareholder meeting. Subsequent amendments thereto shall be effected in the same manner.
Article 11: This Guideline was passed in the shareholders’ meeting on 6 May, 1988; the first amendment was on 20 September, 1988; the second amendment was on 20 May, 1995; the third amendment was on 7 May, 1996; the fourth amendment was on 30 May, 2002, and the fifth amendment was on 23 June, 2015.

Appendix 4 UPC Technology Corporation

Guidelines for Handling Acquisition and Disposal of Assets by the Company

Article 1 (Ground)

This Guideline is prescribed in according to Article 36-1 of the Securities and Exchange Act and Regulations Governing the Acquisition and Disposal of Assets by Public Companies that is prescribed by the competent authority.

Article 2 (Applicable Scope)

The term “assets” as used in these Guideline includes the following:

I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
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. Derivatives.
VI. Assets acquired or disposed of in connection with mergers, de-mergers, acquisitions or transfer of shares in accordance with the law.
VII. Other major assets.

The acquisition and disposal of aforesaid assets should be in accordance with this Guideline.

Article 3 (Term definition)

I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. Forwards referred herein exclude insurance, performance, post-sale service, long-term lease and long-term sales/procurement contracts.
II. Assets acquired or disposed through mergers, de-mergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or

acquisitions conducted under the Business Mergers and Acquisitions Act, and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter referred to as “transfer of shares”) under Paragraph 6 of Article 156 of the Company Act.

III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier. Provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
VII. “Within the preceding year” as used in these Guidelines refers to the year preceding the date of occurrence of the current transaction. Items duly announced need not be counted toward the transaction amount.
VIII. “The latest financial statements” as used in these Guidelines refer to financial statements of the Company for the most recent period, certified or reviewed by a certified public accountant.
IX. For the calculation of 10 percent of total assets under these Guidelines, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by the Securities Issuers shall be used.
X. “Net worth” in these Guidelines means the equity attributable to owners of the parent on the latest balance sheet reviewed or audited by the attesting CPA.

Article 4 (Independence of Professional)

Professional appraisers and their officers, certified public accounts, attorneys and securities underwriters that provide the Company with appraisal reports, may not be a related party of any party to the transaction.

Article 5 (the acquisition and disposition process of securities)

I. The assessment and operating process

The Company executes the acquisition and disposal of the security in according to relevant operation regulation. The financial department will prepare assessment report. In assessment, the latest financial statements and other relevant information should be obtained as the assessment basis.

II. Procedure for determination of transaction terms and investment limit

Every transaction should be approved by the general manager and chairman. Each transaction amount that exceeds NT$ 300 million should submit to board of dieters for approval. However, it is authorized to the chief of the financial department to approve the acquisition and disposal of short-term securities, such as certificate deposit, acceptance bill, commercial promissory note, transferable certificate deposit and bond fund, etc.

III. Implementation Department

The acquisition or disposal of securities should be submitted for approval according to the preceding provisions and executed by the financial department.

IV.Obtain Professional Opinion

Where the Company acquires or disposes of securities and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).

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

1. The amount of any individual transaction.

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

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

4. Items duly obtain appraisal report from opinion form accountants need not be counted toward the transaction amount.

Article 6 (The acquisition and disposition process of real estate and equipment)

I. Evaluation and operation procedure:

The acquisition or disposal of real estate and equipment should be executed by the use department and other competent department in according to relevant regulations.

II. Procedure for determination of transaction terms and investment limit

(I) Acquisition or disposal real estate should refer to published value, appraised value or the real transaction price of surrounding real estate to determine the transactions terms and condition and price.
(II) Acquisition or disposal of equipment shall be done by one of the mean of inquiring price, comparing price or negotiating price or bidding.
(III) The authorized investment amount shall be in accordance with the Company’s approval process and the real estate transaction shall be submitted to the board of directors for approval.

III. Implementation Department

The acquisition or disposal real estate and equipment should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department.

IV.The appraisal report of real property or/and equipment

In the event of the Company’s acquisition or disposal of real property or/and equipment where the transaction amount reaches 20 percent of the Company’s paid-in capital or NTD 300 million or more, except for the transactions with governments, engaging others to build on their own lands, engaging others to build on rented land, or acquiring or disposing of equipment for business use, the Company shall, prior to the date of occurrence, obtain an appraisal report from a professional appraiser, and shall comply with the following regulation:

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

(II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
(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:

1. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.

2. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent 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.
V. The amount of transactions above shall be calculated as follows:

1. The amount of any individual transaction.

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

4. Items duly obtained appraisal report from professional appraiser or opinion from accountants need not be counted toward the transaction amount.

Article 7 (Investment limit)

I. The total securities investment amount of the Company and its subsidiary shall not exceed 150 percent of the net worth of the

Company’s latest financial statements. Each security investment amount shall not exceed 90 percent of such net worth.

II. Total amounts of real property thereof acquired by the Company and its subsidiary for no business use should not exceed 50 percent of the net worth in the financial statements of the latest fiscal year.

Article 8 (The acquisition and disposal of membership card, intangible asset, and other important assets)

I. Evaluation and operation procedure:

The acquisition and disposal procedure of membership card, intangible asset, and other important assets shall be handled by usage department and relevant competent departments in according with relevant operation regulation.

II. Procedure for determination of transaction terms and investment limit
(I) Acquisition or disposal of membership card, intangible asset, and other important assets shall be done by one of the means of inquiring price, comparing price or negotiating price, or bidding.
(II) The authorized investment amount shall be in accordance with the Company’s approval process and the transaction amount exceeding NT$300 million shall be submitted to board of directors for approval.

III. Implementation Department

The acquisition or disposal of membership card, intangible asset, and other important assets should be submitted for approval according to the provisions in the previous Paragraph and executed by the usage department and management department.

IV.Obtain Professional Opinion

Where the Company acquires or disposes of memberships card and intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.

V. 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 transaction counterparty within the preceding year.

(III) Items duly obtain opinion form accountants need not be counted toward the transaction amount.

Article 9 (Procedure of related party transaction)

I. When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the compliance with Article 5, 6 and 8 of this Guideline but also that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section. When judging whether or not transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
II. When the Company intends to acquire or dispose of real property thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by half of the members of audit committee and the board of directors:
(I) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(II) The reason for choosing the related party as transaction counterparty.
(III) With respect to the acquisition of real property thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Sub-paragraph (1) and (4), Paragraph 3 of this Article.
(IV) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction 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) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding Article.
(VII) Restrictive covenants and other important stipulations associated with the transaction.

The transaction amount in the preceding Paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 13, Paragraph 1 herein. Items that have been approved by the Audit Committee and Board of Directors according to this Guideline shall not be counted in when calculating the transaction amount.

With respect to the transactions of acquisition and disposal of equipment for business, when to be conducted between the Company and its subsidiaries, the Company's board of directors delegate the board chairman to decide such matters when the transaction is within NTD$ 500 million(including) and have the decisions subsequently submitted to and ratified by the next board of directors’ meeting.

III. Evaluation the reasonableness of the transaction costs

(I) The Company that acquires real property thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:

1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

(II) Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding Paragraph.
(III) The Company that acquires real property thereof from a related party and appraises the cost of the real property thereof in accordance with Subparagraph (1) and (2),

Paragraph 3 of this Article shall also engage a CPA to check the appraisal and render a specific opinion.

(IV) When the results of the Company's appraisal conducted in accordance with Subparagraph (1) and (2), Paragraph 3 of this Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Sub-paragraph (5), Paragraph 3 of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

  - **(1) Where undeveloped land is appraised in accordance with the means in Sub-paragraph 1 and 2, Paragraph 3 of this 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 sale.**

  - **(3) Lease transactions by unrelated parties within the preceding year involving other floors of the same property, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor prices in accordance with standard property leasing practices.**

2. Where the Company acquiring real property, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the

preceding Paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property thereof.

(V) Where the Company acquires real property thereof from a related party and the results of appraisals conducted in accordance with the Subparagraph (1) and (2), Paragraph 3 of this Article are uniformly lower than the transaction price, the following steps shall be taken:

1. A special reserve shall be set aside in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares.

2. Audit Committee shall comply with Article 218 of the Company Act.

3. Actions taken pursuant to the preceding two Subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

The Company that has set aside a special reserve under the preceding Paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority has given its consent.

(VI) Where the Company acquires real property thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the Paragraph 1 and 2 of this Article, and the Subparagraph (1), (2) and (3), Paragraph 3 of this Article do not apply:

1. The related party acquired the real property thereof through inheritance or as a gift.

2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property thereof to the signing date for the current transaction.

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3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.

Article 10 (Operation of derivatives transaction)

The Company handles the derivatives transaction in according with “Guidelines for Derivatives Transaction by the Company.”

Article 11 (Guideline of merger, de-merger, acquisition, or transfer of shares)

I. The assessment and operating process

(I) The Company that conducts a merger, de-merger, acquisition or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
(II) The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in Paragraph 1, Subparagraph 1 of this Article when sending shareholders notification of the shareholders meeting for reference in deciding whether or not to approve the merger, de-merger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

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II. Other guidelines

(I) The date of meeting of the board of directors and the shareholders’ meeting: A company participating in a merger, de-merger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, de-merger, or acquisition, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent.
(II) Written record: The Company shall prepare a full written record of the following information and retain it for 5 years for reference.

1. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.

2. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.

3. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors’ meetings.

The Company shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in item 1 and 2 to the competent authority for recordation.

Where any of the companies participating in a merger, de-merger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of this Subparagraph.

(III) Prior confidential undertaking: Every person participating in or privy to the plan for merger, de-merger, acquisition, or transfer of shares shall issue a written undertaking of

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confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, de-merger, acquisition, or transfer of shares.

(IV) The stipulation of share exchange ratio or acquisition price and alternation policy: The Company 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:

1. 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.

2. An action, such as a disposal of major assets, that affects the company's financial operations.

3. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.

4. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

5. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

6. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

(V) The required content of the contract: The Company shall record the rights and obligations of the companies participating in the merger, de-merger, acquisition, or transfer of shares, and shall also record the following:

1. Handling of breach of contract.

2. 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 de-merged.

3. The amount of treasury stock participating companies is permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

4. The manner of handling changes in the number of participating entities or companies.

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5. Preliminary progress schedule for plan execution, and anticipated completion date.

6. Preliminary progress schedule for plan execution, and anticipated completion date.

(VI) The alternation operations of companies participating in the merger, demerger, acquisition or share transfer: After public disclosure of the information, if any company participating in the merger, de-merger, acquisition or share transfer intends further to carry out a merger, de-merger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, de-merger, 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 of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders’ meeting to resolve on the matter anew.
(VII) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the Company is required to abide by the provisions of Sub-paragraph (1), (2), (3) and (6), Paragraph 2 of this Article.

Article 12 (Court auction procedure)

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

Article 13 (Announcement report timeline and its content)

I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event. The Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.
(I) Acquisition or disposal of real property thereof from or to a related party, or acquisition or disposal of assets other than real property thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in

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capital, 10 percent or more of the company's total assets, or NT$300 million or more; However, in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. Such restriction does not apply.

(II) Merger, demerger, acquisition, or transfer of shares.
(III) Losses from Derivatives Transaction reaching the limits on aggregate losses or losses on individual contracts set out in the guidelines adopted by the Company.
(IV) Where assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:

1. The Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

2. The Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

(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.
(VI) Where an asset transaction other than any of those referred to in the preceding five Sub-paragraphs, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million. Provided, this shall not apply to the following circumstances:

1. Trading of government bonds.

2. Trading of bonds under re-purchase and re-sale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(VII) The amount of transactions above shall be calculated as follows:

1. The amount of any individual transaction.

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

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  **3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property thereof within the same development project within the preceding year.**

  **4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same securities thereof within the same development project within the preceding year.**

II. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.
III. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding Paragraph, a public report of relevant information shall be made in the prescribed content and format on the information reporting website designated by the competent authority within 2 days counting inclusively from the date of occurrence of the event

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

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

3. Change to the originally publicly announced and reported information.

Article 14 (The supervisory process of acquisition and disposal of assets of subsidiary)

I. The Company should urge its subsidiary to prescribe the guideline of acquisition and disposal of the assets in according to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and follow the guideline to handle relevant matters.
II. If the Company’s subsidiary is not a public company in Taiwan and the acquisition or disposal of assets meets the announcement report standard of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” the Company handles the announcement report matter on behalf of the subsidiary.
III. In the public announcement requirement of the subsidiary, the “amount reaches 20 percent of paid-in capital or 10 percent of total assets” is calculated based on the paid-in capital or total assets of the Company.

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Article 15 (The handling of dissenting opinion of directors)

The acquisition or disposal of material assets should be approved by half of members of audit committees and submit board of directors for resolution.

With respect to the Company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to audit committee.

When the Company submits to the board of directors for discussion in according to preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualified shall be included in the minutes of the board of directors' meeting.

Article 16 (Penalty)

If the managerial officer or the responsible personnel violates this guideline, the Company should in according to the award and punishment regulation in the Company’s work rules and punished in according with the circumstances.

Article 17 (Supplement of relevant regulation)

The relevant regulations should be applied if there is any incomplete matter in this Guideline.

Article 18 (Implementation and Amendment)

The Guideline shall be approved by half of the members in the audit committee and resolved by the board of directors, and then to a shareholders' meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee.

When the Company submits these Guidelines to board of directors for discussion in accordance to the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes of the board of directors' meeting.

Article 19 (Amendment Date)

The first amendment was on 30 May, 2003; the second amendment was on 15 June, 2007; the third amendment was on 5 June, 2012; the fourth amendment was on 23 June, 2014; the fifth amendment was on 23 June, 2015; and the sixth amendment was on 13 June, 2017.

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Appendix 5 UPC Technology Corporation

Guidelines for Derivatives Transactions

Article 1 (Ground)

The guideline is amended by Letter, number (91) Tai-Cai-Zheng-Zi (1) No. 0910006105 dated on 10, December, 2002, of the Commission of securities and futures, Ministry of Finance.

Article 2 (Type of transaction)

I. Derivatives referred to herein are broadly defined as instruments that derive their value from the performance of underlying assets, interest or currency exchange rates, indices or others. Such instruments include forwards, options, futures contracts, leverage contracts, swaps and various combinations thereof. Forwards referred herein exclude insurance, performance, post-sale service, long-term lease and long-term sales/procurement contracts
II. The derivatives which the Company currently transacts include forward, option, futures, swap and various combinations thereof. The Company should obtain the approval from the general manager and chairman before the derivate transaction.

Article 3 (Management and hedge)

Risk aversion is our policy when transacting the derivatives. The chosen product is chosen mainly to avoid risk aroused from business management. Besides, in order to avoid credit risk, the Company should choose the bank which the Company has routine business.

Article 4 (Allocation of Authorization and Responsibility)

I. Financial Department It is the core of financial risk management system and should collect financial market information, judge the trend and risk and get familiar with the financial product and relevant regulations and operating skills, etc. It should also control the Company’s overall risk part and precisely calculate the realized or potential part and provide the management with adequate and timely information. It is responsible to execute the transaction in accordance to these Guidelines.
To make sure of enough money at settlement, it should precisely calculate the cash flow and cooperate with the use of financial limits of financial institutions in the procurement and deployment matters for Fund funds.
II. Accounting Department In according to the relevant regulations (financial accounting standard report, etc.), present the risk avoidance transaction and its profit/loss results fairly in all material respect on the financial statements.

Article 5 (Transaction limit)

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I. The total limit:

1. The transaction to avoid the risk of foreign currency exchange: The total contract limit cannot exceed the import/export amount in the fiscal year.

2. The transaction to avoid the risk of interest rate: The total contract limit cannot exceed total liability amount.

3. The transaction to avoid the risk of special project; The transaction of the risk of foreign currency and interest rate. The total contract limit cannot exceed the total budge amount of that special project.

II. The damage limit of all and individual contract: The loss of individual contract shall not exceed US$600 thousand and the loss of total contracts shall not exceed US$10 million.

Article 6 (Performance)

I. The transaction should prescribe the profit/loss target according to the size of the risk portion. This target should be included in the performance assessment and regularly review it.
II. The financial personnel should do his/her best to meet the prescribed target of financial products and use it as the foundation of performance assessment.
III. The financial personnel provide assessment report of risk portion and transaction to accounting department and supervisory of financial department for his/her management and reference.

Article 7 (Operation Process)

I.Authorization limit

peration Process) orization limit	peration Process) orization limit
The authorization limit is determined by chairman according to the Company’s sales revenues and risk management and submits to board of directors for record. The same shall be true for any amendment to those authorization limits. However, it shall be passed by half of the members in the audit committee and submitted to the board of directors for approval to conduct transactions of material derivatives. Authorization unit Transaction amount per deal (USD) Chairman of Board of Directors 10 million (and more) General manger 5 million to 10 million (including) Chief financial officer 2 million to 5 million (including) Financial manger 2 million (below)
Authorization unit	Transaction amount per deal (USD)
Chairman of Board	10 million (and more)
of Directors
General manger	5 million to 10 million (including)
Chief financial officer	2 million to 5 million (including)
Financial manger	2 million (below)

Transaction amount must get approval from the one with the qualified authorization amount. If there is other currency occurring, it should be included to be regulated as the above table.

II. The execution department

The financial department is responsible for execution. However, the approval of all transactions shall be decided in according to the authority and then afterwards, report to the latest meeting of board of directors for acknowledgment.

III. Execution process Please refer to the attachment.

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Article 8 (The establishment of log book)

The Company engaging in derivatives transaction shall establish a log book in which details of the types and amounts of derivatives transaction engaged in, board of directors’ approval dates, and the matters required to be carefully evaluated under Paragraph 3 of Article 9, Paragraph 1, Subparagraph (2) and Paragraph 2, Subparagraph (1) of Article 10 shall be recorded in detail in the log book.

Article 9 (Internal control system)

I. Risk control measures

1. Credit risk concern: The transaction counterparty is limited to the bank with routine business with the Company and it is the policy that the bank provides professional information and regularly provides a reconciliation statement.

2. Market risk concern: The transacting personnel should understand the market change circumstances, use diversified financial product, and check whether the transaction amount is compliance with the limit of this Guideline.

3. Liquidation concern: To make sure the liquidation, the financial institution should have adequate equipment, information and transaction ability and could transact in any market.

4. Operating concern: In order to avoid operating risk, the authorization limit and the operating process should be strictly complied with.

5. Legal Risk. In order to avoid a legal risk, the document should be reviewed by the legal department before being signed with a financial institution

6. Product risk: Internal staff and staff in the financial institution should have complete and correct professional information about the transacted financial product. It is required that the financial institution fully disclose risks to avoid the loss from financial product misuse.

7. Risk of cash settlement: To make sure that there is enough money for payment at settlement, the authorized personnel not only should comply with relevant regulations in the limit table, but also should pay attention to Company’s cash flow.

II. Internal Control

1. The transaction personnel shall not be con-current as operating personnel such as confirmed personnel or settled personnel, etc. Risk assessment, supervision and control personnel and the aforesaid personnel should be in different department. Risk assessment, supervision and control personnel should report to board of directors or senior officer who is not responsible for transaction or portion decision.

2. The transaction personnel should deliver the transaction certificate or contract to the accounting registrant to record.

3. The accounting registrant should reconcile with transacting financial institutions in according to reconciliation statement from the financial institution or transaction record.

4. Financial personnel should check the total transaction amount not

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exceeding the amount listed in Article 5 of this Guideline.

5. By the end of every month, the financial department should based on the costing of foreign currency rate on the date and other information to assess profit/loss and prepare the statements for the accounting department to review and record adjusted according to the relevant regulations and provide it to chief of the financial department and senior management for the reference of management.

III. Periodic assessment

The relevant monthly review report should submit to the senior supervisor appointed by board of directors.

Article 10 (Supervision of board of director)

I. The board of directors should follow below supervisory principals to manage derivatives transaction:
(I) Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk.
(II) Periodically evaluate whether or not derivatives transaction performance is consistent with established operating strategy and whether or not the risk undertaken is within the company's permitted scope of tolerance.
II. Senior management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles:
(I) Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with this Guideline and relevant regulations for engaging in derivatives trading formulated by the company.
(II) When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; where a company has independent directors, an independent director shall be present at the meeting and express an opinion.

Article 11 (Internal Control System)

I. The internal audit department shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives transaction by the transaction department adheres to the procedures for engaging in derivatives transaction, and prepare an audit report. If any material violation is discovered, audit committee shall be notified in writing.
II. The Company’s internal audit department should audit its subsidiary in accordance with relevant regulations.

Article 12 (Announcement report timeline and its content)

The Company shall compile monthly reports on the status of derivatives transaction engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and

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enter the information in the prescribed format into the information reporting website designated by the competent authority by the 10th day of each month.

Article 13 (Supervisory process of subsidiary’s derivatives transaction)

I. The Company should urge its subsidiary to prescribe the guideline of derivatives transaction in according to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and follow the guidelines to handle relevant matters.
II. Before the 10th of each month, each subsidiary shall report the relevant information about derivatives transaction in the last month to the Company.

Article 14 (Penalty)

Article 15 (Supplement of relevant regulations)

The relevant regulations should be applied if there is any incomplete matter in this Guideline.

Article 14 (Implementation and Amendment)

I. The Guideline has been passed by half of the members of the audit committee and submitted for approval to the board of directors’ and shareholders’ meetings. The same shall be true for any amendment to this Guideline. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee.
II. When the Company submits these Guidelines to the board of directors for discussion according to the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing dissent or qualification shall be included in the minutes of the board of directors' meeting.

Article 17 (Amended Date)

The first amendment was on 30 May, 2003; the second amendment was on 25 May, 2004; the third amendment was on 10 June, 2008; the fourth amendment was on 23 June, 2014; and the fifth amendment was on 23 June, 2015.

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Appendix 6

UPC Technology Corporation Guidelines of Loans to Others

Article 1 (Ground)

The regulation is amended by Letter, number (91) Tai-Cai-Zheng-Zi (6) No. 0910161919 dated on 18, December, 2002, of the Commission of securities and futures, Ministry of Finance.

Article 2 (Borrowing counterparty)

The counterparty of the funds loan of the Company (hereinafter referred to as the “lender”) is limited to the following circumstances:

I. The company or entity has business transactions with the Company.
II. The company or entity has need for short-term financing. The financial amount shall not exceed 40 percent of the Company’s net worth. The term “short-term” as used in the preceding Paragraph means one year.

The term “financial amount” in Paragraph 1, Sub-paragraph 2 of this Article manes cumulative balance of the Company’s short-term financing.

The restriction in Paragraph 1, Sub-paragraph 2 shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100 percent of the voting shares. The financial amount shall not exceed the net worth of the Company and the loan term shall not exceed 3 years. Based on the business need or special circumstances, it should be submitted the loan proposal to Company’s board of the directors to approval to renew the loan once.

Article 3 (The assessment standard of loan of funds to others)

The funds that are loaned for reasons of business dealing between the Company and other companies should be in according to Paragraph 2 of Article 4. The funds that are loaned because of the need of short-term financing should be limited to the following circumstances:

I. I. The need of operation turnover of the Company’s subsidiary. II. II. The need of operation turnover of the company that is not assessed by equity method.

“Subsidiary” herein shall be defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 4 (The total amount of loan of funds and individual limit)

III. I. The total amount of loan of funds shall not exceed 40 percent of the net worth of the latest financial statement reviewed or audited by CPA.

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IV. II. The company or entity has business transactions with the Company:

Shall not exceed 40 percent of the net worth of the latest financial statement reviewed or audited by CPA and individual amount of loan of fund shall not exceed 20 percent of the aforesaid net worth.

III. Having the need of short-term financing:

V. Where the Company’s financial reports are prepared according to the International Financial Reporting Standards, “net worth” in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 5 (Loan of funds, Term and interest calculation method)

I. The term of each loan of funds shall not exceed one year. II. The interest rate of the loan of fund should be occasionally adjusted. However, the interest rate should not be lower than the short-term loaning rate of financial interest.

Article 6 (Loans of funds and process and examination process)

I. Application

When the borrower applies to loan of funds, the applicant should submit the application document detailing the amount, term, purpose and collateral. The borrower should provide basic information and financial information in order to handle the credit check.

II. Credit check

(I) After receipt of application, the financial department should investigate, assess the borrower’s business, financial situation, re-payment ability and credit, profit ability, borrowing purpose and the business outlook and prepare the report. The report should include the following items:

1. The necessity of and reasonableness of extending loans to others.

2. Borrower credit check and risk assessment.

3. Impact on the Company's business operations, financial condition, and shareholders' equity.

4. Whether or not collateral must be obtained and appraisal of the value thereof.

(II) The financial department can determine whether or not to

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conduct credit check during the term by the practical needs.

III. Security

When the Company is handling the loaning of funds, the Company should obtain promissory notes with the same amount for guarantee and register collateral of personal property or real estate. If the borrower provides an individual or company with financial strength and credit as guaranty in place of collateral, the board of directors can refer to the credit check report provided by the financial department. When the company plan to be a guarantor, the Articles of Incorporation of such company should list such term and the company should submit related meeting minutes of its board of directors.

IV. Approval

After investigation of credit check, if the creditor’s credit assessment or the borrowing purpose is bad, the responsible personnel should submit the rejection reason to the supervisor of the financial department to first review and to general manger and chairman for second review and reply to the borrower as soon as possible.

If the creditor’s credit assessment or the borrowing purpose is good, the responsible personnel should submit the credit check report and opinion and the loaning conditions to the supervisor of the financial department to first review and to general manager and chairman for second review and submit to the board of director for approval.

V. Insurance

Except for land and securities, all of the collateral should purchase firs insurance and car should purchase comprehensive insurance. It is the policy that the insurance amount shall not be lower than replacement value of the collateral and the Company should be added as an insured in the insurance agreement. The name, quantity, storage place and insurance condition in the insurance agreement shall be the same as the Company’s loaning condition. The original and the insurance agreement and the receipt of insurance premiums shall be submitted to the Company. If there is no address in the collateral, the address shall be remarked as lot. The responsible personnel shall pay attention to notify borrower to renew the insurance agreement before expiration.

VI. Grant the loan of fund

After the approval of loan of funds and signature of agreement and counterfoil (or installment re-payment) of promissory notes or registering the collateral and purchasing the insurance and complete all the process and confirm no error found, then the Company can grant the loan of funds

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After granting, the responsible personnel of the loan of funds should put the agreement, promissory note, etc. and collateral certificate in order into the storage package and label the storage content and customer’s name on the package and submit supervisor to check and then delivery to financial department to storage.

VII. Loans of funds between the Company and its subsidiaries or among its subsidiaries, shall be submitted for a resolution by the board of directors pursuant to the regulations and the chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down from. However, it shall be passed by half of the members in the audit committee and submitted to the board of directors for approval to material loans of funds.
VIII. The “certain monetary limit” in the preceding Paragraph on authorization for loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10 percent of the net worth on the most current financial statements of the lending company, except in cases of companies in compliance with Paragraph 3 of Article 2.

Article 7 (Afterward supervisory measure of the loan of funds and the operation process of overdue debt.

I. After granting the loan of funds, the Company should occasionally pay attention to the financial and business situation and credit status of the borrower and guarantor, if there is collateral, the Company should pay attention to the value change of the collateral. The Company should notify the borrower to repay the principal with interest or to conduct the extension process, before the due date of the loan of funds. The responsible personnel should prepare the roster of loans of funds of the previous month and submit for review.
II. If the borrower re-pays on or before the due date of the loan of funds, before erase the collateral recordation, it should be repaying all of the principal and payable interest.
III. If the Company knows that the financial situation of the borrower is drastically worse or the overdue of principal and interest, the financial department should immediately send a written note to the borrower to re-pay and should notify the legal department to prepare and adopt credit protective measures.

Article 8 (Guidelines for loans of funds to others)

I. The Company engaging in loan of funds shall establish a log book in which details of the counterparty and amounts of loan of founds engaged in, board of directors’ approval dates, and the matters required to be carefully evaluated shall be recorded in detail in the log

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book.

II. The Company's internal audit department shall audit this Guideline thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit committee in writing of any material violation found.
III. The Company’s internal audit department should audit its subsidiary in accordance with relevant regulations.
IV. If, as a result of a change in circumstances, an entity for which a loan is made does not meet the requirements of these Guidelines or the loan balance exceeds its limit, the Company shall adopt rectification plans and submit the rectification plans to all the audit committee members and shall complete the rectification according to the timeframe set out in the plan.
V. The Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide the attesting CPA with relevant information for implementation of necessary auditing procedures.
VI. When the Company makes loans to others, the board of directors shall take into full consideration each independent director's opinion; its expressed concurrence or dissenting opinion shall be included in the minutes of the board of directors' meeting.

Article 9 (Mandatory report time limit and content)

The Company shall publicly announce and report the following information on the competent authority’s designated website in the format and content as prescribed by regulations.

I. The Company shall announce and report the previous month's balance of loan of funds itself and its subsidiaries on the competent authority’s designated website by the 10th day of each month.
II. In the event that the amount of the Company’s loan of funds meets one of the following standards, the Company shall make a separate public announcement on the information reporting website designated by the competent authority within 2 days counting inclusively from the date of occurrence of the event:
(I) The aggregate balance of loan of funds by the Company and its subsidiaries for reaches 20 percent or more of the Company's net worth as stated in its latest financial statement.
(II) The balance of loan of funds by the Company and its subsidiaries for a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statement.

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(III) The increased amount of loan of funds by the Company and its subsidiaries for reaches NT$10 million and 2 percent or more of the Company's net worth as stated in its latest financial statement.

III. If the Company’s subsidiary is not a public company in Taiwan, the Company should be responsible for the report if the subsidiary has any mandatory report item of the 3rd sub-paragraph, preceding Paragraph.

“Date of occurrence” in these Guideline 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.

Article 10 (The supervisory process of loan of funds to others by subsidiary)

Based on business need, the Company subsidiary proposing to process the loan of funds to others operation should comply with the following regulations:

I. The Company’s subsidiary should prescribe its guideline of endorsement/guaranty in according to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and relevant regulation and follow it to handle relevant matters.
II. Before the 10th of each month, each subsidiary shall report the relevant information about the loan of funds in the last month to the Company.

Article 11 (Penalty)

If the managerial officer or the responsible personnel violates this guideline, the Company should in according to the award and punishment regulations in the Company’s work rules and punished according to the circumstances.

Article 12 (Supplement of relevant regulation)

The relevant regulations should be applied if there is any incomplete matter in this Guideline.

Article 13 (Implementation and Amendment)

I. The Guideline shall be approved by half of the members in audit committee and shall be resolved by board of directors and shareholder meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to audit committee and shareholder meeting. The same applies when the procedures are amended.

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II. When the Company submit these Guidelines to the board of directors for discussion in according to the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; its express concurrent or dissent opinion shall be included in the minutes of the board of directors' meeting.

Article 14 (Amendment date)

The first amendment was on 30 May, 2003; the second amendment was on 16 June, 2009; the third amendment was on 14 June, 2010; the fourth amendment was on 17 June, 2013; the fifth amendment was on 23 June, 2015.

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Appendix 7

UPC Technology Corporation

Guidelines Governing Making of Endorsements / Guarantees by the Company

Article 1 (Ground)

The regulation is amended by Letter, number (91) Tai-Cai-Zheng-Zi (6) No. 0910161919 dated on 18, December, 2002, of the Commission of securities and futures, Ministry of Finance.

Article 2 (Applicable Scope)

The endorsement and/or guaranty referred to in these Regulation include the following:

I. Financial endorsements/guarantees:
(I) Financial endorsements/guarantees.
(II) Endorsement or guaranty made for the financing needs of other companies.
(III) Issuing negotiable instruments for the purpose of providing guaranty to obtain financing for its own businesses to an entity other than the financial institutions.
II. “Custom Duty Endorsement and/or Guaranty,” which shall mean endorsement or guarantee for the Company itself or other companies in respect of the custom duty matters.
III. “Other endorsements and/or guarantees” which shall mean other endorsements or guarantees which cannot be included in the above two categories.
IV. The Company which creates a pledge or mortgage on its chattel or real estate as security for the loans of another company shall be subject to the Regulation.

Article 3 (Entities for which the Company makes endorsement or guarantees) The Company may provide endorsement and/or guarantee only for the following companies:

I. The companies with which it has business relations.
II. Subsidiaries in which the Company holds more than 50 percent of its total outstanding common shares.
III. The Companies in which the parent company and the subsidiary together hold more than 50 percent of its outstanding common shares.
IV. The Company holds, directly or indirectly, 90 percent or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10 percent 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 percent of the voting shares.
V. 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

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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 Paragraph.

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

Article 4 (The total amount of endorsements/guarantees)

The total amount of endorsements and/or guarantees is limited to 150 percent of the Company net worth as stated in the latest reviewed or audited financial report and the limitation of amount of endorsements and/or guarantees to single company is as follows:

I. The companies with which it has business relations: The amount of endorsements and/or guarantees is limited to the amount of business transaction of the latest year or 50 percent of the Company net worth as stated in the latest reviewed or audited financial report, whichever is lower. The amount of business transaction herein is the purchase amount or the sale amount, whichever is higher.
II. Subsidiaries in which the Company holds more than 50 percent of its total outstanding common shares. The amount of endorsements and/or guarantees is limited to 50 percent of the Company net worth as stated in the latest reviewed or audited financial report
III. Others:
The amount of endorsements and/or guarantees is limited to 50 percent of the Company net worth as stated in the latest reviewed or audited financial report

The net worth in this Regulation means the equity attributable to owners of the parent in the balance sheet in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers. The subsidiary in this Regulation is determined by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 5 (Decision making and authorization level)

I. The Company shall be subject to the approval process of Article 6 of this Guideline when making endorsements/guarantees and submit them to the board of directors for approval. The Material endorsements/guarantees shall be approved by half of the members in the audit committee and shall be resolved the by board of directors. To meet the in-time necessity, within the total amount of endorsements and/or guarantee, the board of directors delegate the Chairman to decide the endorsements and/or guarantee within the amount of NT$500 million and then report to the most recent board of directors for acknowledgement.
II. If due to the business needs, the amount of endorsement/guaranty of the Company exceeds the limit listed in Article 4, it should be approved by

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half of members in audit committee and then submit to board of directors for resolution. The Company can only make endorsement/guaranty when half of the directors are jointly and severally responsible for losses arising from such exceeding. The Company should amend this Guideline and submit to the shareholders’ meeting for acknowledgment. If the shareholders fails to approve, then a plan to eliminate the exceeding part within a designated period should be prescribed.

III. Before the Company makes endorsement and/or guarantees to the subsidiaries which it holds, directly or indirectly, 90 percent or more of the voting shares in according to Paragraph 1, Article 3, the Company should submit it to the board of directors for approval. Provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100 percent of the voting shares.
Article 6 (The procedure of making of endorsements / guarantees) I. When handling endorsements and guarantees, the Financial Department should be based on the application of the counterpart requesting the endorsement and/or guarantee to conduct detailed reviews whether the qualification and amount are within the limitation amount of the Regulation and necessary analysis. The items to be reviewed include the necessity and reasonableness of the endorsement or guarantee, the risk analysis and credit review of the counterpart requesting the endorsement and/or guarantee, the impact on the Company's operational risk, financial condition, and shareholders’ equity, as well as whether collateral shall be obtained and the assessed value of the collateral. The Finance Department shall summarize the relevant information, reason and risk assessment results and submit the report to the chairman for approval, and then to the next board of directors meeting for discussion and approval.
II. The memorandum book prepared by the Finance Department for its endorsement and/or guarantee activities shall truthfully record the following information: the counterpart of endorsement and/or guarantee, amount, date of approval by the board of directors or the chairman, date of the endorsement or guarantee, and matters to be carefully evaluated under the preceding Paragraph, and item to be committed to be endorsed or guaranteed. The notes, covenants, and relevant documents should be copied and carefully storage.
III. Each month, the Financial Department shall prepare a list to record the occurrence and cancellation of the endorsements/guarantees and tacking it. The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide the attesting CPA with relevant information for implementation of necessary audit procedures issue of the proper audit report.
IV. Before the expiration of endorsements/guarantees, the Financial Department shall actively notify the counterpart of the endorsements/guarantees to return the endorsements/guarantees notes in bank and creditor institution and annul relevant documents of endorsements/guarantees.

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Article 7 (The use and storage procedure of corporate seal)

I. The corporate seal registered with the Ministry of Economic Affairs shall be used as the dedicated seal for endorsements/guarantees. The seal shall be kept in the custody of a designated person designated by the Chairman and approved by the board of directors. The process of change the designated person is the same the appointment.
II. After the board of directors’ resolve or the Chairman approves the endorsements/guarantees, it may be used to seal or issue negotiable instruments in accordance with the management rule of corporate seal.
III. When making a guarantee for a foreign company, the Company shall have the Guarantee Letter signed by Chairman authorized by the board of directors.

Article 8 (Guidelines for making endorsements/guarantee)

I. The Company's internal audit department shall audit this Guideline thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit committee in writing of any material violation found.
II. If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of the Regulations or the fundament change of the amount of endorsement/guarantee and makes the amount of endorsement/guarantee exceeding to the limitation amount set forth in Article 4 of this Regulation, the Company shall adopt rectification plans and submit the rectification plans to the audit committee, and shall complete the rectification according to the timeframe set out in the plan and report it to the board of directors.
III. The Company’s internal audit department should audit its subsidiary in accordance with relevant regulations.
IV. If the entity for which an endorsement/guarantee is made is the subsidiary whose net worth is lower than one half of the paid-in capital, after the endorsement/guarantee is made by the Company, the financial situation of such entity should be monthly reviewed. If there is collateral, the value fluctuation of collateral should be watched. 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 the preceding Paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.
V. When the Company makes endorsement/guarantee, the board of directors shall take into full consideration each independent director's opinion; its express concurrent or dissenting opinion shall be included in the minutes of the board of directors' meeting.

Article 9 (Mandatory report time limit and content)

Under any of the following circumstances, the Company shall publicly announce and report the relevant information on the competent authority’s designated website in the appropriate format as prescribed by regulations. I. The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries on the competent authority's designated website by the 10th day of each month.

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II. In the event that the amount of the endorsements and/or guarantees of the Company meets one of the following standards, the Company shall make a separate public announcement on the information reporting website designated by the competent authority within 2 days counting inclusively from the date of occurrence of the event:
(I) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50 percent or more of the Company's net worth as stated in its latest financial statement.
(II) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20 percent or more of the Company's net worth as stated in its latest financial statement.
(III)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 percent or more of the Company's net worth as stated in its latest financial statement.
(IV) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent 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 4 of the preceding Paragraph.

“Date of occurrence” in these Guideline 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.

Article 10 (The supervisory process of endorsement/guaranty of the subsidiary) I. The Company’s subsidiary should prescribe its guideline of endorsement/guaranty in according to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and relevant regulation and follow it to handle relevant matters.
II. Before the 10[th] of each month, each subsidiary shall report the relevant information about endorsement/guaranty in last month to the Company.

Article 11 (Penalty)

Article 12 (Supplement of relevant regulation)

The relevant regulations should be applied if there is any incomplete matter in these Guidelines.

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Article 13 (Implementation and Amendment)

I. The Guideline shall be approved by half of the members in audit committee and shall be resolved by the board of directors and shareholders’ meeting. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the audit committee and shareholders’ meeting for discussion. The same applies when the procedures are amended.
II. When the Company submit these Guidelines to the board of directors for discussion according to the preceding Paragraph, the board of directors shall take into full consideration each independent director's opinion; its expressed concurrence or dissenting opinion shall be included in the minutes of the board of directors' meeting.

Article 14 (Amendment date)

The first amendment was on 30 May, 2003; the second amendment was n 9 June, 2006; the third amendment was on 16 June, 2009; the fourth amendment was on 14 June, 2010; the fifth amendment was on 17 June, 2013, the sixth amendment was on 23 June, 2014; and the seventh amendment was on 23 June, 2015.

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Remarks
Current shareholding	Shareholding ratio (%)	0.28%	31.89%	0.18%	0.36%	0.07%	0.00%	0.00%	0.00%
	Shares	3,602,825	412,598,682	2,352,160	4,713,217	962,587	0	0	0	424,229,471
	Type	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary
Shareholding while elected	Shareholding ratio (%)	0.39%	31.25%	0.19%	0.36%	0.07%	0.00%	0.00%	0.00%
	Shares	4,724,838	374,808,632	2,222,593	4,364,090	891,285	0	0	0	387,011,438
	Type	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary
Date elected		2018/06/08	2018/06/08	2018/06/08	2018/06/08	2018/06/08	2018/06/08	2018/06/08	2018/06/08	Total
Name		Matthew Feng-Chiang Miau	Chun Chen	Y. S. KO	Chang-Wei Hsueh	John Miao	Wenent P. PAN	Paul P. Wang	Jung-Chiou Hwang
Position		Director	Director	Director	Director	Director	Independent Director	Independent Director	Independent Director

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Appendix 9 UPC Technology Corporation

The Effect of Stock Dividend Issuance Proposed at the Shareholders' Meeting on Business Performance and Earnings per Share

	Item	Item	2018 (estimation)
Initialpaid-up capital			12,939,216
Stock and cash dividends this year (Note 1)	Cashdividends pershare (dollars)		0.20
	Stock dividends per share form capital increase from retained earnings (stocks)		0.03
	Stock dividends per share form capital increase from capitalsurplus (stocks)		-
The change situation of business result	Operating income		Not applicable (Note 2)
	Year on year increase(decrease)ratio of operating income (percent)
	Profits aftertax
	Year on year increase(decrease)ratio of profits after tax ( percent)
	Earnings pershare (dollars)
	Year on year increase(decrease)ratio of earnings per share (percent)
	Average annual ratio of returnon investment (percent)
_Pro forma_earnings per share and P/E ratio	If the Company changed the capital increase form retained earnings to cash dividends distribution	_Pro forma_earnings per share (dollars)
		_Pro forma_average annual ratio of return on investment(percent)
	If there is no capital increase from capital surplus	_Pro forma_earnings per share (dollars)
		_Pro forma_average annual ratio of return on investment (percent)
	If there is no capital increase from capital surplus and retained earnings, the Company distributes cash dividends	_Pro forma_earnings per share (dollars)
		_Pro forma_average annual ratio of return on investmen (percent)

Note 1. Not yet resolved by 2019 Shareholder meeting.

Note 2. According to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company does not disclose complete financial forecast and therefore does not need to disclose the 2019 forecast information.

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AI assistant

UPC — AGM Information 2019

51771_rns_2019-06-27_9886ea29-8e4c-4820-8a19-722994beefef.pdf

UPC Technology Corporation

2019 Annual General Shareholders’ Meeting

Handbook

June 14, 2019

Table of Content

UPC Technology Corporation Agenda of Annual General Shareholders’ Meeting in 2019

I. Chairman’s Speech

II. Reports:

compensation of employees and directors.

III. Acknowledgment item:

IV. Discussion item:

VI. Extraordinary Motions

VII. Adjournment Reports

I. Reported issue: Presenting the Company's 2018 Business Report. The Report is ready for review. Description: Please refer to Attachment 1 for The Company's 2018 Business Report.

Acknowledgment Item

Discussion Matters

The First Item

The Second Item

The third Item

Resolution:

The Fifth Item

(Proposed by the Board of Directors)

The Sixth Item

Election 【 Proposed by the Board of Directors 】

Extraordinary Motion

Adjournment of the meeting

Attachment 1

UPC Technology Corporation Business Report

I.2018 Business Results

II.The business plan for 2019

Attachment 2

UPC Technology Corporation Audit Report by the Audit Committee

Attachment 3

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Assessments of Inventory write-downs

Recognition of Deferred Tax Assets

Others

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

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

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

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

UPC Technology Corp. and Subsidiaries

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

UPC Technology Corp. and Subsidiaries

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

UPC Technology Corp. and Subsidiaries

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

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Assessments of Inventory write-downs

Recognition of Deferred Tax Assets

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

UPC Technology Corporation

BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

UPC Technology Corporation

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

UPC Technology Corporation

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

UPC Technology Corporation

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

UPC Technology Corporation

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

Attachment 4

UPC Technology Corporation

UPC AGM Information 2019