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Article of Incorporation
 
  Chapter III - Shareholders' Meeting
Article 10

 The shareholders' meetings shall be general or extraordinary shareholders' meetings.:
一、General shareholders' meeting shall be held once a year within 6 months of the end of the Company's financial year.
二、Extraordinary shareholders' meeting shall be convened by the Board of Directors where it thinks necessary, or by way of written request by shareholders who have held continuously the Company's shares for more than 1 year and whose shareholdings are greater than 3% of the Company's issued shares.
Other than where the Board of Directors has not convened or is unable to convene shareholders' meeting, the Supervisor may also convene shareholders' meeting for the benefit of the Company.

Article 11 Notices of general shareholders' meeting shall be in writing and delivered to the shareholders along with a public notice 30 days prior to the general shareholders' meeting and 15 days prior to the extraordinary shareholders' meeting. The said notices shall specify the date, place and reasons for calling the shareholders' meeting.
Article 12 Unless otherwise stipulated by the Company Law, a quorum shall be present at the shareholders' meeting if shareholders representing more than half of the shares issued by the Company are in attendance and resolutions at the said assembly shall be passed if approved by a majority of the shareholders in attendance.
Article 13

Shareholders may by way of power of attorney stamped with the seal registered with the Company appoint proxies to attend the shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included.

Unless otherwise stipulated by the Company Law, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders' Meeting of Public Companies".
Article 14

Unless otherwise provided for in the Company Act and the Articles of Incorporation, shareholders' meeting shall be conducted in accordance with the Company's regulations for shareholders' meeting.

Article 15

Minutes and resolutions of shareholders' meeting shall be recorded and signed by or affixed with the seal of the chairman of the meeting. The said minutes and resolutions, signed by the chairman of the meeting, shall specify the date and place of the shareholders' meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairman of the shareholders' meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the proxies' powers of attorney, in compliance with the law.

 

Chapter IV – Directors, Supervisors and Managerial Officers

Article 16 There shall be 13 Directors and 5 Supervisors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total number of the registered shares of the Company held by all of the Directors and Supervisors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies".
The term of office of Directors and Supervisors are for a period of 3 years. They may be reappointed following their re-election.
Article 17

The Board of Directors of the Company shall comprise the directors to exercise the Director’s power and authority. A Chairman and a Vice Chairman shall be elected from and among the Directors to represent the Company. Where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act on his/her behalf. Where the Vice Chairman is also on leave or absent or cannot exercise his/her power and authority, 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 and among themselves an acting chairman of the Board of Directors.

Article 18 Meetings of the Board of Directors shall be quarterly convened by the Chairman. 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. The Chairman may where necessary convene extraordinary meetings of the Board at any time.
When a Director is unable to attend the meeting of the Board of Directors in person, he/she may be represented by another Director in accordance with laws.
Article 19

The Supervisors shall perform their duties of supervision in accordance with laws; furthermore Supervisors may attend meetings of the Board of Directors and present their views, but may not have voting rights. Supervisors may elect from among them a Resident Supervisor to perform the daily supervisory duty.

Article 20 The percentage for the remuneration of Directors and Supervisors shall be determined by the shareholders' meeting.
The Directors and Supervisors who conduct the business may be paid salaries according to the standard of employees and approved by the Board of Directors deliberating about the standard of other relevant companies in the same industry and listing companies.
Article 21

The Company shall have a General Manager, a number of Deputy General Managers, a Chief Auditor, a Chief Factory Director, a Chief Engineer, and a number of Assistant Managers, Deputy Chief Auditors, Deputy Managers, and Deputy Factory Managers. The appointment and dismissal of the above staff shall be approved by the resolutions of the Board of Directors and adopted by a majority of the Directors at a meeting attended by a majority of the Directors.

Article 22 The Chairman, the Vice Chairman and the General Manager shall handle the daily affairs of the Company in compliance with the resolutions of the Board of the Directors.
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