INTERPRETATION

條款 1.

In these Articles the following defined terms will have the meanings ascribed to them, if notinconsistent

with the subject or context:

"Affiliated Company" means with respect to any affiliated company as defined in the Applicable Listing

Rules;

"Applicable Listing Rules" means the relevant laws, regulations, rules and code as amended, from

time to time, applicable as a result of the original and continued trading or listing of any Shares on any

Taiwan stock exchange or securities market, including, without limitation the relevant provisions of

Taiwan Company Act, Securities and Exchange Act, the Acts Governing Relations Between Peoples of

the Taiwan Area and the Mainland Area, or any similar statute and the rules and regulations of the Taiwan

authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory

Commission, the GreTai Securities Market or the Taiwan Stock Exchange;

"Articles" means these articles of association of the Company, as amended or substituted

from time to time;

"Audit Committee" means the audit committee of the Company formed by the Board pursuant to

Article 118 hereof, or any successor audit committee;

"Book-Entry Transfer" means a method whereby the issue, transfer or delivery of Shares is effected

electronically by debit and credit to accounts opened with securities firms by Shareholders, without

delivering physical share certificates. If the Shareholder has not opened an account with a securities

firm, the Shares delivered by Book-Entry Transfer shall be recorded in the entry sub-account under the

Company's account with the securities central depositary in Taiwan;

"Capital Reserves" means the share premium account, income from endowments received by the

Company, capital redemption reserve, profit and loss account and other reserves generated in accordance

with generally accepted accounting principles

"Chairman" has the meaning given thereto in Article 82;

"Class" or "Classes" means any class or classes of Shares as may from time to time be issued by

the Company;

"Commission" means Financial Supervisory Commission of Taiwan or any other authority for the

time being administering the Securities and Exchange Act of Taiwan;

"Common Share" means a common share in the capital of the Company of NT$10 nominal or par

value issued subject to and in accordance with the provisions of the Law and these Articles, and having

the rights and being subject to restrictions as provided for under these Articles with respect to such Share;

"Constituent Company" means an existing company that is participating in a Merger with one (1) or

more other existing companies within the meaning of the Law;

"Directors" and "Board of Directors" and "Board" means the directors of the Company for the time

being, or as the case may be, the directors assembled as a board or as a committee thereof;

"electronic" shall have the meaning given to it in the Electronic Transactions Law (as amended) of the

Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and

includes every other law incorporated therewith or substituted therefore;

"electronic communication" means transmission to any number, address or internet website or other

electronic delivery methods as otherwise decided and approved by not less than two- thirds (2/3) of the

vote of the Board;

"Emerging Market" means the emerging market board of GreTai Securities Market in Taiwan;

,

"Family Relationship within Second Degree of Kinship" in respect of a natural person, means

another natural person who is related to the first person either by blood or by marriage of a member of

the family and within the second degree to include but not limited to the parents, siblings, grandparents,

children and grandchildren of the first person as well as the first person's spouse's parents, siblings and

grandparents;

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"Guidelines Governing Election of Directors" means guidelines governing election of Directors of

the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

"GreTai Securities Market" means the GreTai Securities Market in Taiwan;

"Indemnified Person" has the meaning given thereto in Article 152;

"Independent Director" means a director who is an independent director as defined in the Applicable

Listing Rules;

"Act" means the Companies Act of the Cayman Islands (As amended);

"Legal Reserves" the legal reserve allocated in accordance with the Applicable Listing Rules;

"Memorandum of Association" means the memorandum of association of the Company, as amended or

substituted from time to time;

"Merger" means the merging of two (2) or more Constituent Companies and the vesting of their

undertaking, property and liabilities in one (1) of such companies as the Surviving Company within the

meaning of the Law;

"MOEA" means Ministry of Economic Affairs of Taiwan being administering the Company Act of

Taiwan and relevant corporate matters in Taiwan;

"Office" means the registered office of the Company as required by the Act;

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"Ordinary Resolution" means a resolution passed by a simple majority of such Shareholders as, being

entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the

Company and where a poll is taken regard shall be had in computing a majority to the number of votes

to which each Shareholder is entitled;

"paid up" means paid up as to the par value and any premium payable in respect of the issue of any

Shares and includes credited as paid up;

"Person" means any natural person, firm, company, joint venture, partnership, corporation, association

or other entity (whether or not having a separate legal personality) or any of them as the context so

requires;

"preferred Shares" has the meaning given thereto in Article 10;

"Procedural Rules of Board Meetings" means procedural rules of the Board meetings of the Company,

as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

"Procedural Rules of General Meetings" means procedural rules of the general meetings of the

Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

"Register" or "Register of Members" means the register of Members of the Company required to be

kept pursuant to the Act;

"Republic of China" or "Taiwan" means the Republic of China, its territories, its possessions and all

areas subject to its jurisdiction;

"Retained Earnings" means the sums including but not limited to the Legal Reserves, Special Reserves,

and unappropriated earnings;

"Rules of Audit Committee" means rules of Audit Committee of the Company, as amended or

substituted from time to time as prescribed in the Applicable Listing Rules;

"Seal" means the common seal of the Company (if adopted) including any facsimile thereof;

"Secretary" means any Person appointed by the Directors to perform any of the duties of the secretary

of the Company;

"Share" means a share in the capital of the Company. All references to "Shares" herein shall be deemed

to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles

the expression "Share" shall include a fraction of a Share;

"Shareholder" or "Member" means the registered holder for the time being of any Share in the

Company and where the registered holder is a clearing house, the Shareholders shall include the

beneficial owners of the Shares held by the clearing house as recognized by the laws and regulations of

Taiwan;

"Special Resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of such

Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a

general meeting of the Company of which notice specifying the intention to propose the resolution as a

special resolution has been duly given;

"Stock Exchange" means the Taiwan Stock Exchange;

"Surviving Company" has the meaning given thereto in the Law;

"Taiwan" or "Republic of China" means the Republic of China, its territories, its possessions and all

areas subject to its jurisdiction;

"the Act" means the Companies Act of the Cayman Islands (As amended);

"the Commission" means the Financial Supervisory Commission of Taiwan;

"the Law" means the Companies Act of the Cayman Islands (As amended);

"the Office" means the registered office of the Company in the Cayman Islands;

"Winding Up" means the winding up of the Company whether by the Court or otherwise.

Company shall report to the Commission in respect of the name, residence or domicile and authorization

document of the Litigious and Non-Litigious Agent. In case of any change of the name, residence or

domicile and authorization document of the Litigious and Non-Litigious Agent, the Company shall

report to the Commission in respect of such change.