2016

2017 2016

2017

2016

90

2015

2016

10.4% 2015 0.3

10%

2016

2016

201656.962015

53.716.04%20167.352015

8.3612.09%201610.54

2016 2015 (%)

1

5,695,817 5,371,411 6.04%

2,207,383 2,139,586 3.17%

735,250 836,326 -12.09%

12.91% 15.57% -17.08%

(2015

) 10.54 12.00 -12.17%

2016 6 1

(GB 31701-2015)

6 2

2017

2017

2017

,

,

,,,

,

,

1

,

O2O

2

2015 10

0-14 2016

23821 8.4% 6.3%

80 90

8090 85.9%

8090

8090

4+2+1

80% 30%-50%

a

2

JJt$1-i. : 2929

1#-P-tftfl % tttt filrp t fl% @1105-&.104-1- Ji

Ji!?.:1:.il: : SCOTIA CENTRE, 4TH FLOOR, P.O.

BOX 2804, GEORGE TOWN, GRAND

CAYMAN KYl-1112, CAYMAN

ISLANDS

1: 1 : (02)2793-8077

-1-

3

6/22/2017 10:34 PM

2017 6 22 (as adopted by a Special Resolution dated on 22 June, 2017)

2016 6 17 (as adopted by a Special Resolution dated on June 17, 2016)

Explanation

(AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION)

7. 1,500,000,000 150,000,000 10

The capital of the Company is NT$1,500,000,000 divided into 150,000,000 Common Shares of a nominal or par value of NT$10 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether

7. 1,000,000,000 100,000,000 10

The capital of the Company is NT$1,000,000,000 divided into 100,000,000 Common Shares of a nominal or par value of NT$10 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special

For the purpose of potential fund raising and capitalization in the future, it is proposed to increase the Companys authorized share capital.

4

6/22/2017 10:34 PM

original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

(AMENDED AND RESTATED ARTICLES OF ASSOCIATION)

17A

()

()()

17A

()

Amendments are proposed to follow the Applicable Listing Rules, under which a private placement requires the board

6/22/2017 10:34 PM

Subject to the Applicable Listing Rules, the Company may by Supermajority Resolution carry out private placement of its securities to the following entities in Taiwan: (a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission; (b) individuals, legal entities or funds meeting the qualifications established by the Commission; and (c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies. For so long as the Shares are registered on the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, a private placement of ordinary corporate bonds may be carried out in instalments within one (1) year of the date of the relevant resolution of the Board of Directors approving

Subject to the Applicable Listing Rules, the Company may by Supermajority Resolution carry out private placement of its securities to the following entities in Taiwan: (a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission; (b) individuals, legal entities or funds meeting the qualifications established by the Commission; and (c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies.

approval only.

6/22/2017 10:34 PM

such private placement.

32 (a)

(b) (c)

(d) (e) [] (f) (g) 9

(h)

The Company may also by Supermajority Resolution: (a) enter into, amend, or terminate any contract for

lease of its business in whole, or for entrusting business, or for regular joint operation with

32 (a)

(b) (c)

(d) (e) (f) (g) 9 (h) The Company may also by Supermajority Resolution: (a) enter into, amend, or terminate any contract for lease of

its business in whole, or for entrusting business, or for regular joint operation with others;

(b) transfer the whole or any material part of its business or assets;

(c) take over the transfer of another's whole business or

17 A 2 In conjunction with the amendment of Article 17A, Paragraph 2, Subparagraph (e) of this Article should be deleted.

6/22/2017 10:34 PM

others; (b) transfer the whole or any material part of its

business or assets; (c) take over the transfer of another's whole business

or assets, which will have a material effect on the business operation of the Company;

(d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;

(e) [deleted]; (f) grant waiver to the Directors engaging in any

business within the scope of the Companys business;

(g) issue restricted Shares to employees pursuant to Article 9; and

(h) distribute part or all of its dividends or bonus by way of issuance of new Shares.

assets, which will have a material effect on the business operation of the Company;

(d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;

(e) carry out private placement of its securities; (f) grant waiver to the Directors engaging in any business

within the scope of the Companys business; (g) issue restricted Shares to employees pursuant to Article

9; and (h) distribute part or all of its dividends or bonus by way of

issuance of new Shares.

1

2017

()

()

()

14,060,000 10 1,406,000

() 0 1,406,000

100%

() ()

5

2

()

1.

2.

3. ()

4.

5.

()

1.

2.

3.

(1)

(2)

()

()

1.

2.

3.

3

()

()

()

()

hl:ifiAAMAA-4972-

imA.:1& im-tti : (02)27938077

105 :lb ifit.,}JJ fi 1. .... J&..:.& 178 It 12 ._

:t- : M II ii-A.ti f-A.-&JtJJ i I /vf:f-11 +

9 :S{. a 1Jl : r& :it 2017 1- 6 JJ 8 a

1:f:S{.: '*'' 1703

jl{:fff: !ft_

i : 41.M II ii-A.ti f-A.B.JIJJ it I A. -f-il + UJ r .. , At.._ t- IUl 0

tt.BJJ : - , -M IJ ii-A.ti_..& 'f A.AJW it I A.-f.it + 106 _.. 6 3 a ti-f-i!-

1060001264 ltJtJ.I 0

-=-, II r .. ,.&.tt.BJJ -1.:ivr :

1.

1.

7

2. 3.

4.

1

2

5.

6.

7.

2. 3.

1 2 3

4

1 2

3

8. 1 2 3() 4()

4. 1 2 3() 4()

()

()

-2017--20170622-- (486) (487) (488) (489) (490) (491) (492) (493) (494)1-2017(0306)2-2016-(20170308 )2-2016-(20170510)3-2016Q44-(+)(20170510)5-20176-(1703)-2017-06-09 18-03-38_00072017-06-09 18-03-46_00082017-06-09 18-03-53_00097-20140619 20170508