YAGEO — AGM Information 2020

Jun 19, 2020

Stock Code: 2327

YAGEO Corporation

Handbook for 2020

Extraordinary General Meeting (Translation)

Date: February 26, 2020

Place: No. 265, Sec. 3, Beishen Rd., Shenkeng Dist., New Taipei City, Taiwan

VIP 1 Conference Room, Hione Holiday Hotel

Table of Contents

	Table of Contents
	Page
Meeting Procedure……………………………………………………..1
Meeting Agenda………………………………………………………...2
1.	Discussions…………………………….……..………………....3
2.	Extraordinary Motions….……………………………………....5
3.	Adjournment……….…………………………………………....5
Appendix……………………………………………………….6
I.	Rules of Procedures for Shareholders Meetings
II.	Articles of Incorporation
III.	Current Shareholding of Directors
IV.	Impact of Stock Dividend Issuance on the Company’s Business Performance,
	Earnings per Share and Shareholder Return Rate

YAGEO Corporation

Year 2020

Procedure for Extraordinary General Meeting

I. Call the Meeting to Order

II. Chairperson Remarks

III. Discussions

IV. Extraordinary Motions

V. Adjournment

1

YAGEO Corporation

Year 2020

Agenda for Extraordinary General Meeting

Time: Wednesday 9:00 a.m. on February 26, 2020

Place: VIP 1 Conference Room, HIONE Holiday Hotel

No. 265, Sec. 3, Beishen Rd., Shenkeng Dist., New Taipei City, Taiwan

Meeting Agenda:

1. Call the Meeting to Order

2. Chairperson Remarks

3. Discussions :

To issue common shares for cash for sponsoring issuance of GDR.

1. Extraordinary Motions

2. Adjournment

2

Discussions :

Item a

To issue common shares for cash for sponsoring issuance of GDR. (Proposed by the Board of Directors)

• Explanation: 1. To adapt to the change of whole operating environment in the future and to meet the Company’s capital needs such as working capital, repayment of loans, improvement of financial structure, procurement of materials overseas, reinvestment, capital expenditure and the Company’s capital requirements for the long-term development, the Company proposes to issue common shares for cash for sponsoring issuance of GDRs subject to the limit of 80,000,000 shares. It is proposed that the board of directors be authorized by the shareholders' meeting to handle this matter at the right time in consideration of the market conditions and the Company's capital requirements and in accordance with relevant laws and regulations within one year from the date of the shareholders' meeting.

• 2.The rights and obligations of the new shares to be issued are the same as those of the existing outstanding common shares.

• Except that 10% to 15% of the newly issued shares shall be reserved for subscription by employees of the Company in accordance with Article 267 of the Company Act, the remaining part of the newly issued shares (85% to 90%) shall be offered to the public pursuant to Article 28-1 of the Securities and Exchange Act as underlying securities to sponsor the GDRs if such is approved by the shareholders’ meeting where existing shareholders waive their pre-emptive right to subscribe the newly issued shares. It is proposed that the Chairman be authorized to invite a third party to subscribe for the remaining shares unsubscribed by the employees at the issue price , or to have the remaining shares allotted for sponsoring issuance of GDRs.

• It is proposed that the actual issue price shall be determined in accordance with the Disciplinary Rules of Taiwan Securities Association and may not be lower than (a) the closing price of the Company’s common shares on the pricing date; (b) 90% of the simple arithmetic mean of the closing prices of the common shares either one, three or five business days prior to the pricing date, factoring out ex-right trades related to dividend stocks or capital reduction and ex-dividend trades. It is also proposed that the

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Chairman or his delegate be authorized to consult and agree with the lead underwriter about the actual issue price, subject to the aforementioned price threshold, in consideration of international capital market practice and book-building status, and to amend price-setting principle in line with any change in laws and regulations.

1. In respect of the rights and interests of the existing shareholders, the maximum dilution ratio of their shareholding would be around 15%, as calculated under the condition that the maximum 80,000,000 new common shares are issued for offering GDRs. As the capital to be raised is for funding working capital, repayment of loans, improvement of financial structure, procurement of materials overseas, reinvestment, capital expenditure and the Company’s capital requirements for the long-term development, the Company’s industrial position will be strengthened and competitiveness will be enhanced once the effect of this capital increase emerges, which will have positive effect on shareholders’ equity. Furthermore, the pricing of the GDRs will be determined in line with domestic market price, and the existing shareholders may purchase common shares in the domestic stock market at a price close to the issue price of the GDRs, without conversion and liquidity risks. Therefore, the offering of GDRs will not have a material impact on the shareholders’ rights and interests.

2. If any amendments to the offering documents, offering conditions, number of shares to be issued, amount of fund to be raised, application of funds, scheduled progress, the anticipated effects and any other matters related to issuance of common shares for sponsoring issuance of GDR are required due to the need to obtain approval of the competent authority or to deal with operating environment, it is proposed that the board of directors be granted the full authorization to tackle such matters in accordance with laws and regulations, the opinions of the competent authority, business environment and the advice of the underwriters.

3. It is proposed that shareholders' meeting authorize the Chairman and / or his delegate to approve and sign all documents and handle all matters relevant to issue of shares for cash for sponsoring issuance of GDRs.

4. For any matters not fully deliberated herein, it is proposed that the board of directors be authorized by the shareholders’ meeting to deal with the matters in accordance with laws and regulations.

4

Resolution:

Extraordinary Motions

Adjournment

5

Appendix I ：

Yageo Corporation

Rules of Procedures for Shareholders Meetings

• Article 1: The shareholders meeting of the Company and relevant matters shall be proceeded with in accordance with these Rules, unless the law and regulations and the Articles of Incorporation provide otherwise.

• Article 2: The place for convening a shareholders meeting shall be held inside the head office or any other place suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9 o’clock in the morning or later than 3 o’clock in the afternoon.

• The aforementioned reporting time shall be handled at least 30 minutes before the start of the meeting; the registration office shall be clearly marked with sufficient and competent personnel appointed to serve. The Company shall record with an audio or video tape the whole proceedings of the shareholders meeting, and said video tape or audio tape shall be kept for at least one year.

• Article 3: The present of shareholders in a shareholders meeting and their voting thereof shall be calculated in accordance with the number of shares. The number of shares representing shareholders present in the meeting shall be calculated in accordance with those indicated on the attendance book or the attendance cards, and the number of shares in the voting right exercised in writing or electronically. The representative of a corporate shareholder attends the shareholders meeting shall present a proxy and the identity document during the registration procedure. If a corporate shareholder designated an agent and a representative to represent it at the shareholders meeting, the designated representative shall prevail. A corporate shareholder being entrusted to attend the shareholders meeting may designate only one representative to represent it in the meeting according to the same procedure as stated in Paragraph 2.

• Article 4: The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders meeting. The attending staff of the shareholders meeting shall wear an identification card or badge.

• Article 5 If a shareholders meeting is called by the board of directors, the board chairman shall preside at the said shareholders meeting. In case of the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also absent or unable to exercise his powers and authority, the chairman shall designate a managing director to act in lieu of him. If the chairman does not designate a director to act in lieu of him, the managing directors or directors shall elect one from among themselves to act in lieu of the chairman. If a shareholders meeting is called by any person other than the board of directors, who has the right to call the meeting, said person shall preside at that meeting. When there are more than two conveners, one of them should be elected to preside at that meeting.

• Article 6: when it is time to convene a shareholders meeting, the chairman shall immediately convene the meeting, provided, however, that if the shareholders present do not represent a majority of the total amount of issued shares, the chairman may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not

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exceed one hour. If the meeting has been postponed for two times, but the shareholders present still do not represent a majority of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Law by shareholders representing one-third of the total amount of issued shares. Before the close of the said meeting if the shareholders present represent a majority of the total amount of issued shares, the chairman may present the tentative solution so adopted to the meeting for resolution in accordance with the provision of Article 174 of the Company Law.

• Article 7: If a shareholders meeting is called by the board of directors, the proceedings of the meeting shall be formulated by the board of directors, and the meeting shall be proceeded with in accordance with the aid proceedings. The proceedings shall not be changed without a resolution made by the shareholders meeting. If a shareholders meeting shall be called by any person other than the board of directors, the preceding provisions shall apply mutatis mutandis to the said meeting.

• The chairman shall not adjourn a meeting without resolution adopted by shareholders for the motions (including extraordinary motions). When the chairman violated the provisions of the preceding paragraph and announced to have the shareholders meeting adjourned, one of the present shareholders can be elected with the consent of the shareholders representing a majority of voting rights to chair the meeting continuously. After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or any other place.

• Article 8: A shareholders wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the chairman (or his designated person) shall determine his order of giving a speech. A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his speech shall be different from those specified on the slip, the contents of his speech shall prevail. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman may prevent others from interrupting.

• Article 9: A shareholder (including natural persons and legal persons) shall not speak more than two times for one motion, unless he has obtained the prior consent from the chairman, and each speech shall not exceed 2 minutes. If a corporate shareholder designates more than two representatives to attend the meeting, only one of the representatives may speak on any one motion. If the representatives are in dispute or cannot decide who to speak on the motions, the chairman may appoint one of the representatives to give a speech. After a shareholder has given a speech, the chairman may personally or designate relevant personnel to respond.

• Article 10: If a shareholder speaks without the consent of the chairman, does not speak in order, speaks over the time limit or frequency, or speaks exceeding the scope of the motion, the chairman may prevent him from doing so. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman may prevent others from interrupting. A shareholder who violates the provisions of this Article in relation to the speech shall be deemed as not giving a speech, and shall be handled in accordance with the provisions of Article 15.

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• Article 10-1: If there shall be an amendment or alternative to one motion, the chairman may combine the amendment or alternative into the original motion, and determine their orders for resolution. If anyone of the above is resolved, the others shall be considered as vetoed, upon which no further resolution shall be required.

• Article 11: A non-motion will not be discussed or resolved. When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.

• Article 12: The voting of the proposal shall be based on the number of shares. A shareholder shall be entitled to one vote for each share held, except for those who are restricted or have no voting rights in accordance with Paragraph 2 of Article 179 of the Company Law. Unless otherwise specifically provided for in other law and the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders.

• When the Company convened a shareholders meeting, the voting rights can be exercised by the shareholders in a writing or electronic form. Shareholders who exercise their voting rights in a writing or electronic form are deemed to be present in person at the shareholders meeting. However, they are deemed as exercising a waiver on the provisional motion of the shareholders meeting and the amendment of the original motion. Their expression of intention is handled in accordance with the provisions of Article 177-2 of the Company Law. The resolution of each motion shall be voted by shareholders after the total voting rights of the present shareholders announced by the chairman or his designee. The results of the shareholders’ consent, opposition, or waiver shall be entered into the Market Observation Post System after the shareholders meeting. The results of resolution(s) shall be announced in the meeting, and recorded in the meeting minutes, including the weight of statistics.

• Article 13: The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder

• Article 14: During the proceedings of a meeting, the chairman may consider the schedule and announce for a break; in the event of an air raid, he will stop the meeting and evacuate, and resume the meeting one hour after the alarm is lifted.

• Article 15: The chairman may command the picket to assist in maintaining the order of the venue for a smooth proceedings, and the picket shall wear the identification card or badge. Both the shareholders and non-shareholders at the venue shall obey the chairman’s command to maintain order and conduct the proceedings. For those who hinder the shareholders meeting, the chairman or the picket shall have them escorted out of the venue.

• Article 16: The matters not addressed in these Rules shall be handled in accordance with the provisions of the Company Law, relevant laws and regulations, and the Articles of Incorporation of the Company. These rules shall be implemented immediately after the approval of the shareholders meetings, and the same shall apply to the amendments.

• The Rules were enacted on March 15, 1990. The 1[st] amendment was made on June 2, 1998. The 2[nd] amendment was made on June 18, 2002. The 3[rd] amendment was made on June 14, 2006. The 4[th] amendment was made on June 13, 2008. The 5[th] amendment was made on June 13, 2012. The 6[th] amendment was made on June 18, 2013. The 7[th] amendment was made on June 5, 2018.

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Appendix II ：

Yageo Corporation Articles of Incorporation

Chapter 1 General Rules

Article 1

The Company shall be established in accordance with the regulations governing corporations with limited liabilities and shall be named Yageo Corporation.

Article 2

The authorized scope of business includes:

(1) C801030 Precision Chemical Materials Manufacturing

(2) C901010 Pottery and Ceramics Products Manufacturing

(3) CA05010 Powder Metallurgy

(4) CB01010 Machinery and Equipment Manufacturing

(5) CB01990 Other Machinery Manufacturing Not Elsewhere Classified

(6) CC01080 Electronic Parts and Components Manufacturing

(7) CC01110 Computers and Computing Peripheral Equipments Manufacturing

(8) CC01990 Electrical Machinery and Supplies Manufacturing

(9) CE01010 Precision Instruments Manufacturing

(10) CE01990 Other Photographic and Optical Instruments Manufacturing

(11) F113010 Wholesale of Machinery

(12) F113030 Wholesale of Precision Instruments

(13) F119010 Wholesale of Electronic Materials

(14) F213030 Retail sale of Computing and Business Machinery Equipment

(15) F213040 Retail Sale of Precision Instruments

(16) F213080 Retail Sale of Machinery and Equipment

(17) F219010 Retail Sale of Electronic Materials

Article 3

The Company shall make endorsements to external parties as required by corporate businesses.

Article 4

The Company shall be a shareholder of other limited corporation. Total investment made by the Company shall not be restricted to 40% of the Company's paid-in capital as stipulated in Article 13 of the R.O.C. Company Law.

Article 5

The Company shall establish its headquarters and production plants in New Taipei City, Taiwan and shall establish branches in Taiwan and overseas, if necessary

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Chapter 2 Shares

Article 6

The Company's capital shall be NT$40 billion divided into 4 billion shares at NT$10 par. The Company shall issue preferred stock shares. Outstanding shares shall be issued with the Board of Directors' prior approval. NT$3.25 billion out of the aforementioned capital, totaled 0.325 billion shares, shall be reserved for issuance of share certificates applicable to the employees and shall be issued in installments with the Board of Directors' prior approval.

Article 7

The Company shall issue and serial numbered the shares, which shall be signed or sealed by at least three members of the Board and certified by the competent authorities or authorized underwriters in accordance with the law.

The Company may issue dematerialized shares, but shall register the new shares with Taiwan Securities Central Depository Co., Ltd. (TSCD) or keep the shares under TSCD’s custody. The Company shall prepare and issue bonds in accordance with the regulations in the last two paragraphs..

Article 8

The Company shall attend to affairs pertinent to its shares in accordance with the Guidelines Governing the Affairs Related to the Shares Issued by Public Companies and other relevant laws and regulations.

Article 9

Change of titles to the Company's shares shall be suspended within 60 days before the Annual Regular Shareholders Meeting, within 30 days before the Provisional Shareholders Meeting or within 5 days prior to the cutoff date after which the Company shall distribute stock dividends, bonus, or other benefits.

Chapter 3 Shareholders Meeting

Article 10

There are regular and provisional shareholders meeting: The Company shall hold 1. The Annual Regular Shareholders Meeting within six months after the close of each fiscal year. 2. The Provisional Shareholders Meeting is deemed necessary by the Board of Directors in accordance with relevant laws and regulations.

Article 11

The Company shall make public announcement and notify the shareholders within 30 days before the Annual Regular Shareholders Meeting and within 15 days before the Provisional Shareholders Meeting of the date, venue, and agenda of discussion of such meeting. However, the Company may notify the shareholders holding less than 1000 shares with a public announcement only.

Article 12

The Shareholders Meeting shall pass resolutions with a quorum representing over half of the

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issued shares and the agreement of over half of the quorum unless otherwise stipulated in the R.O.C. Company Law. The Company's proposed merger with other companies shall not require the approval of the Special Shareholders Meeting on matters pertaining to the merger.

Article 13

Shareholders may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy. Except in trust business or share affairs agencies authorized by the competent authority, in the case where a proxy is assigned by two separate shareholders with total holdings exceeding 3%, the proxy is only entitled to voting rights up to 3%. Voting rights derived from the portion above the 3% threshold shall be void. The Company shall exercise proxy policy in accordance with the Regulations Governing the Proxy Used in Shareholders Meetings held by Public Company.

Article 14

The Shareholders Meeting shall be conducted following the relevant rules established by the Company unless otherwise provided for in the R.O.C. Company Law and in the Company's Memorandum of Incorporation.

Article 15

The Company shall make meeting minutes of the resolutions passed in the Shareholders Meeting with the signature and seal of the chairperson and shall distribute the minutes to the shareholders within 20 days after the Shareholders Meeting. The Company may publish the aforementioned minutes publicly as notice to holders of less than 1000 bearer's shares. The meeting minutes shall specify the date, venue, the name of the chairperson, the way in which the resolutions are passed, and summarize events taken place during the meeting and the resolutions. The meeting minutes shall be signed and sealed by the chairperson and shall be kept by the Company together with the shareholders register book and proxies.

Chapter 4 Directors and Auditors

Article 16

The Company shall elect at the Shareholders Meeting 9 board members from among the competent shareholders to serve up to a term of three years and shall extend their terms if re-elected. The shares held by the board of directors shall be within the levels stipulated by the competent authority.

Based on the Company Law Article 192- 1 director shall be nominated by the shareholders. The directors must not be less than three persons and not be less than one-fifth of the number of directors. Independent directors working rights, stock gain, positions, election, and other related rights and obligation are based on Securities Exchange Act and other related regulations.

The Company may take out liability insurance for directors to provide coverage for their legal liabilities arising from the performance of their duties as they relate to the Company.

Article 16-1

The reward of the directors is given based on the basic reward standard of the industry. If the

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Company got profits, it also must give another reward based on Article 24.

Article 16-2

Based on Securities Exchange Act Article 14-4, the Audit Committee is composed of all independent directors, and one of the directors must become convener and at least one of the directors have an accounting and financial expertise. The Audit Committee rights and obligations are based on Securities Exchange Act and other related regulations.

Article 17

The Board of Directors shall appoint a Chairman to represent the Company and a Vice Chairman from among the board members. When the Chairman is on leave or unable to perform his or her duty, the Vice Chairman shall take the place of the Chairman. When the Vice Chairman is also on leave or unable to perform his or her duty, the Chairman shall designate one of the board members to take his or her place. If the Chairman fails to make designation, the board members shall appoint a member among themselves to take the place of the Chairman.

Article 18

The Board of Directors shall pass resolutions with over 1/2 quorum and the approval of over half of the quorum present, unless otherwise provided for in the R.O.C. Company Law and the Company's Memorandum of Incorporation.

In the case where the Board of Directors meeting is held via video conferencing, the board members who so attended shall be considered present in person. In the case where the board member is unable to attend, he or she may assign other board members to attend on his or her behalf with a proxy and shall specify the authorized scope of the proxy.

Article 18-1

In calling a meeting of the Board of Directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The notice set forth in the preceding Paragraph may be affected by means of electronic transmission, emails or postal letters, after obtaining a prior consent from the recipient(s) thereof.

Article 19

The duties of the board members shall include:

1. Composing the business plan;

2. Proposing earnings distribution plan or plan for making up the losses;

3. Proposing plan for capital increase or decrease;

4. Approving important corporate policies and contracts;

5. Electing and terminating the President and Managers of the Company;

6. Establishing and withdrawing the branch offices;

7. Approving the budget and financial accounts;

8. All matters shall be decided by resolutions of the Board of Directors, unless the Law or Memorandum of Incorporation provide certain matters shall be resolved at the Shareholders

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Meeting.

1. Any matter required by any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board meeting, or any such significant matter as may be prescribed by the competent authority.

Article 20, 21and 21-1 are no longer valid.

Chapter 5 Managers

Article 22

The Company shall appoint one to be CEO, one to be President, and some to be Managers of the Company. The appointment, dismissal, and remuneration packages for the Managerial officers of the Company are determined in accordance with Article 29 of the R.O.C. Company Law. Managerial officers shall be empowered to manage the Company's matters and sign relevant business documents, which are authorized by the Company's Memorandum of Incorporation or the employment contract.

Chapter 6 Accounting

Article 23

The Company's fiscal year shall be from January 1 to December 31. The Company shall make final accounts at the end of each fiscal year and the Board of Directors shall submit all reports in accordance with Article 228 of the R.O.C. Company Law, and shall submit the audit report of the aforementioned accounts to the Shareholders Meeting for approval

Article 24

If there is profit generated for the year, the Company shall set aside not less than 2% employee compensation and not more than 3% compensation for the directors. But if there are accumulated losses, the Company shall have reserved a sufficient amount to offset its accumulated losses.

If the Company made a profit for the year, the Company must pay tax and make up for the accumulated losses first, also share the remaining profit as follows:

I. Set aside 10% of the earnings as legal reserve. However, when the legal reserve amount equals to the paid-in capital of the Company, it is not subject or such restriction.

II. Set aside or reverse special reserve in accordance with the relevant laws and regulations. III. Pay dividends or bonuses for an amount not less than 10% of the amount net of the legal reserve and special reserve as stipulated in the preceding paragraph. The Board of Director shall prepare the earnings distribution proposal for the resolutions of the shareholders meeting. However, if the earnings distribution proposal is for the distribution of dividend and bonus in cash entirely or partially, it shall be resolved by the Board of Directors with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders meeting.

The Company’s dividend distribution policy should be based on shareholders’ equity and the current and future industrial competition faced by the Company, the investment environment, and fund demand. The Board of Directors is authorized to propose the distribution ratio of cash

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and stock dividend, and has it resolved according to the legal procedures. Earnings of corporation as employee compensation may be distributed by way of stock dividend as stated in the preceding paragraphs that also include the employees of subsidiaries. Earnings of corporation shall be allocated according to the resolutions of the Board of Directors.

If the Company has no loss, the legal reserve and the Company’s additional paid-in capital as stipulated in Paragraph 1, Article 241 of the Company Law can be distributed to the shareholders proportionally according to the resolution of the Board of Directors with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders meeting.

Article 24-2

The Company’s earnings distribution or loss recovery can be completed at the end of each interim fiscal year.

The Company before distributing the earnings of the first half of the fiscal year as stated in the preceding paragraph should estimate and retain the amount of tax payable, loss coverage, employee compensation, and the provision of earnings reserved in advance. However, when the legal reserve equals to the amount of paid-in capital, it is not subject to this restriction. The proposal for the earnings distribution or loss recovery in Paragraph 1 shall take into account the operating conditions and cash flows for the year; also, it should be submitted to the Audit Committee for review along with the business report and financial statements and then to the Board of Directors for resolutions, If the earnings distribution handled with new stock shares issued, the Board of Directors shall submit it in the shareholders meeting for resolutions in accordance with the provisions of Article 240 of the Company Law.

Article 25

In regard to all matters not provided for in the Memorandum of Incorporation, the R.O.C. Company Law shall govern.

Article 26

The Company’s Memorandum of Incorporation was stipulated on July 23, 1987.

• The 1[st] amendment of the MOI on May 2, 1988

• The 2[nd] amendment of the MOI on June 12, 1989

• The 3[rd] amendment of the MOI on September 25, 1989

• The 4[th] amendment of the MOI on November 22, 1989

• The 5[th] amendment of the MOI on March 15, 1990

• The 6[th] amendment of the MOI on September 29, 1990

• The 7[th] amendment of the MOI on November 3, 1990

• The 8[th] amendment of the MOI on April 29, 1991

• The 9[th] amendment of the MOI on April 14, 1992

• The 10[th] amendment of the MOI on June 3, 1993

• The 11[th] amendment of the MOI on April 19, 1994

• The 12[th] amendment of the MOI on April 28, 1995

• The 13[th] amendment of the MOI on April 23, 1996

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The 14[th] amendment of the MOI on May 14, 1997 The 15[th] amendment of the MOI on June 2, 1998 The 16[th] amendment of the MOI on June 5, 1999 The 17[th] amendment of the MOI on June 14, 2000 The 18[th] amendment of the MOI on May 15, 2001 The 19[th] amendment of the MOI on June 18, 2002 The 20[th] amendment of the MOI on June 25, 2003 The 21[th] amendment of the MOI on June 18, 2004 The 22[th] amendment of the MOI on June 20, 2005 The 23[th] amendment of the MOI on June 14, 2006 The 24[th] amendment of the MOI on June 13, 2007 The 25[th] amendment of the MOI on June 16, 2009 The 26[th] amendment of the MOI on June 10, 2011 The 27[th] amendment of the MOI on June 13, 2012 The 28[th] amendment of the MOI on June 18, 2013 The 29[th] amendment of the MOI on June 11, 2014 The 30[th] amendment of the MOI on July 29, 2014 The 31[th] amendment of the MOI on June 3, 2016 The 32[th] amendment of the MOI on June 5, 2018 The 33[th] amendment of the MOI on June 5, 2019

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Appendix III ：

Current Shareholding of Directors

1. The paid-in capital of the Company is NTD 4,302,570,560 , with a total of 430,257,056 outstanding shares.

2. According to Article 26 of the Securities and Exchange Act：

3. (1) The minimum number of shares to be held by the entire directors is 16,000,000 shares.

4. (2) The company has established the audit committee, the minimum shareholding requirements for supervisors do not apply.

5. As of the record date for this shareholders meeting, the shareholding of directors stipulated in the shareholders roster is as follows:

in the shareholders roster is as follows:	in the shareholders roster is as follows:	in the shareholders roster is as follows:	in the shareholders roster is as follows:
Record Date：January 28, 2020
Title	Name	Shareholding on the shareholder’s registry
		Shares	Ratio (%)
Chairman	Tie-Min Chen	35,280,673	8.20%
Director	Hsu Chang Investment Ltd. Representative ：Chin-San Wang 、 Chi-Sheng Weng、Tzong-Yeong Lin、 Lai-Fu Lin、Shih-Chien Yang	4,019,156	0.93%
Independent Director	Cheng-Ling Lee	-	0.00%
Independent Director	Hong-So Chen	-	0.00%
Independent Director	Lin Hsu Tun Son	-	0.00%
Total		39,299,829	9.13%

Appendix IV ：

Impact of Stock Dividend Issuance on the Company’s Business Performance, Earnings per Share and Shareholder Return Rate: Not Applicable.

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