Stock Code: 1314

China Petrochemical Development Corporation

Annual Shareholder Meeting Handbook

2013

Time: June 28, 2013 (Friday), 9:30 a.m. Location: The Toufen Plant of China Petrochemical Development Corporation (No. 217, Sec. 2, Ziqiang Road, Toufen Township, Miaoli County, Taiwan) DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2013 ANNUAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF CHINA PETROCHEMICAL DEVELOPMENT CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

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TABLE OF CONTENTS

I. MEETING PROCEDURES ...... 3

II. MEETING AGENDA ...... 4

III. REPORT ITEMS ...... 5

IV. RATIFICATION ITEMS ...... 6

V. DISCUSSION AND ELECTION ITEMS ...... 8

VI. EXTEMPORARY MOTION ...... 12

VII. ADJOURNMENT ...... 12

VIII. ATTACHMENTS 1. 2012 Business Report ...... 13 2. Audit Report by Supervisors ...... 16 3. Independent Accountant’s Audit Report & Financial Statements ...... 17 4. Earnings Distribution Table for 2012 ...... 33 5. Comparison between Original and Amendments to Articles of Incorporation ...... 34 6. Comparison between Original and Amendments to Procedures for Acquisition or Disposal of Assets ...... 42 7. Comparison between Original and Amendments to Procedures for Loans, Endorsements, and Guarantees ...... 80 8. Comparison between Original and Amendments to Rules Governing the Proceedings of Shareholder Meetings ...... 89 9. Comparison between Original and Amendments to Rules for Election of Directors and Supervisors ...... 92 IX. APPENDIXES 1. Articles of Incorporation ...... 97 2. Procedures for the Acquisition or Disposal of Assets ...... 106 3. Procedures for Loans, Endorsements, and Guarantees ...... 125 4. Rules Governing the Proceedings of Shareholder Meetings ...... 131 5. Registration Procedures for Attending Shareholder Meetings ...... 136 6. Rules for Election of Directors and Supervisors ...... 138 7. Shareholdings of the Company’s Directors and Supervisors ...... 142 8. Standards of Ethical Conduct ...... 143 9. Management Integrity Code ...... 148

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I. Meeting Procedures

1. Call to Order 2013 Annual Shareholders’ Meeting

(Report the number of shares represented at the meeting)

2. Opening Remarks by the Chairman

3. Report Items

4. Ratification Items

5. Discussion and Election Items

6. Extemporary Motions

7. Adjournment

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II. Meeting Agenda

Time: 9:30a.m., Friday, June 28, 2013

Venue: The Toufen Plant of China Petrochemical Development Corporation No. 217, Sec. 2, Ziqiang Road, Toufen Township, Miaoli County, Taiwan

Meeting Procedure: 1. Report the number of shares represented at the meeting 2. Chairman calls the meeting to order 3. Opening remarks by the chairman 4. Report Items (1) 2012 Business Report (2) Audit Report by Supervisors (3) Status of the independent contracts inspector engaged in 2012. (4) Report the effects on the Company’s distributable net profit and special reserve after the adoption of the International Financial Reporting Standards (IFRS) in 2013. (5) Other reporting items 5. Ratification Items (1) Ratification of the 2012 Business Report and Financial Statements (2) Ratification of the 2012 Earnings Distribution Proposal 6. Discussion and Election Items (1) Discussion of amendments to Company Bylaws: 1. Amendments to the “Articles of Incorporation,” 2. Amendments to the “Procedures for Acquisition and Disposal of Assets,” 3. Amendments to the “Procedures for Loans, Endorsement, and Guarantees,” 4. Amendments to “Rules Governing the Proceedings of Shareholder Meetings,” 5. Amendments to “Rules for Election of Directors and Supervisors.” (2) Discussion of the capital raising proposal by GDR issuance with an issue size no greater than 300 million shares. (3) By-election of additional Independent Director (4) Release of restriction on competitive activities of directors 7. Extemporary Motions 8. Adjournment

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III. Report Items

1. 2012 Business Report Details: 2012 Business Report (Please refer to Attachment 1). 2. Audit Report by Supervisors Details: Audit Report by Supervisors (Please refer to Attachment 2). 3. Status of the independent contracts inspector engaged in 2012 Details:

A. At the June 27, 2012 annual shareholder’s meeting, shareholders passed a proposal to engage independent contracts inspectors and elected Dannie Lee (李逢暉) as an inspector to secure and protect shareholders’ equity against the default of downstream companies. B. Subsequent to the AGM, the disputed contracts were resolved to the satisfaction of both parties. Moreover, Mr. Dannie Lee turned down the position as an Independent Contract Inspector, due to a busy schedule and management responsibility in his accounting practice. In the spirit of full disclosure, senior management wishes to inform shareholders of the resolution of this issue and therefore has no further need for an independent contract inspector.

4. Report the effects on the Company’s distributable net profit and special reserve after the adoption of the International Financial Reporting Standards (IFRS) in 2013.

Details:

A. The Company reports special reserves in accordance with Financial Supervisory Commission (“FSC”) reference letter number 1010012865 on April 6, 2012. B. Due to the Company’s adoption of the International Financial Reporting Standards (IFRSs), undistributed earnings has increased NT$4,235,076 thousand and NT$174,602 thousand at the transition date of January 1, 2012 and December 31, 2012, respectively. C. In accordance with the above FSC reference letter, as of the January 1, 2012 transition date, an unrealized revaluation gain of NT$5,281,790 thousand was recorded. Due to exempt items in IFRS 1 adoption “First Time Adoption of IFRS” at the transition date, a special reserve in the amount of NT$4,235,076 thousand will be recorded. For details on adjustments to undistributed earnings, please refer to the proposal for distribution of 2012 profits.

5. Other Reporting Items

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IV. Ratification Items

ITEM 1: Ratification of the 2012 business report and financial statements

(Proposed by the Board of Directors)

Proposal: Submission of the Company’s 2012 business report and financial statements for ratification.

Explanation:

1. The Company’s 2012 financial statements have been audited by Ms. Melody Chen and Mr. Charles Chen of KPMG.

2. The Company’s 2012 business report and financial statements have been audited by the Board of Supervisors, and are hereby submitted for adoption.

3. Please refer to: Attachment 1: 2012 Business Report Attachment 3: 2012 Financial Statements

Resolution:

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ITEM 2: Ratification of the 2012 Earnings Distribution Proposal

(Proposed by the Board of Directors)

Proposal: Adoption of the 2012 earnings distribution proposal

Explanation:

1. The Company’s distribution of 2012 earnings, in compliance with the regulations of the Company Act, the Securities and Exchange Act, and the Company Bylaws, are determined as below and approved by the Board of Directors and audited by the supervisors.

a. The Company’s after-tax net income for 2012 is NT$1,418,079,205. With the inclusion of undistributed earnings from previous years of NT$435,585,038, the total amount eligible for distribution is NT$1,853,664,243. The proposed distribution is as follows:

i. Legal reserve of NT$141,807,921

ii. Ordinary dividend of NT$1,159,994,833 (Cash dividends of NT$0.5 per share).

iii. Period end undistributed retained earnings of NT$551,861,489

b. The Company proposes a cash dividend distribution of NT$0.5 per share. If there are adjustments to the distribution of cash dividend mentioned above due to cash capital increase, share buyback, treasury stock transfer, treasury stock conversion, treasury stock cancellation, conversion to corporate bonds and employee stock options, the Company requests the shareholders’ meeting to authorize the chairman to adjust the distribution of dividend according to the agreed amount based upon shares outstanding on the ex-dividend date. Cash dividends will be calculated to the nearest New Taiwan Dollar.

c. Based on Article 32 of the Company’s Articles of Incorporation, after-tax net income after the distribution of NT$25,525,426 for executive compensation and NT$38,288,139 for employee bonuses. Both distributions are to be paid in cash.

d. For the distribution of cash dividends, after ratification by the Shareholders’ Meeting, the Board of Directors are authorized to determine the record date for the distribution of dividends.

2. Please refer to Attachment 4 for the 2012 Earnings Distribution Table.

Resolution:

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V. Discussion and Election Items

ITEM 1: Discussion of the amendments to Corporate Bylaws

(Proposed by the Board of Directors)

Proposal: Discussion of the amendments to certain parts of the Corporate Bylaws to strengthen the Company’s corporate governance practice and to adhere to local regulatory changes Explanation:

1. Revise provisions of the Articles of Incorporation A. In order to further enhance the Company’s corporate governance practice, the Company proposes to revise the “Articles of Incorporation” to add one more Independent Director and to setup an Independent Audit Committee. B. Please refer to attachment 5 for the pre and post-amendment comparison chart. 2. Revise procedures for acquiring or disposing of assets A. Revise the article of the “Procedures for Acquisition or Disposal of Assets” in response to the Company’s business needs and for clarification of responsibilities resulting from organization restructure. B. Please refer to attachment 6 for the pre and post-amendment comparison chart. 3. Revise “Procedures for Loans, Endorsements, and Guarantees” A. Amendments based on the revised Regulations “Governing Loans, Endorsements and Guarantees by Publicly Traded Companies” promulgated by FSC on July 6, 2012 (Ref. 1010029874), B. Please refer to attachment 7 for the pre and post-amendment comparison chart. 4. Revise “Rules Governing the Proceedings of Shareholder Meetings” A. Revise certain sections of the article of the “Rules Governing the Proceedings of Shareholder Meetings” to strengthen the Company’s corporate governance practice and to comply with the sample template “Rules of Procedure for Shareholders Meetings” suggested by the Taiwan Stock Exchange through official Letter No. 1020003468 issued on February 27, 2013. B. Please refer to attachment 8 for the pre and post-amendment comparison chart. 5. Revise “Rules for Election of Directors and Supervisors” A. Change of “Rules for Election of Directors and Supervisors” to “election of directors” to improve corporate governance and the establishment of the audit committee. B. Revise articles to comply with sample template “Rules for Election of Directors and Supervisors” suggested by Taiwan Stock Exchange reference letter number 1020003468 issued on February 27, 2013. C. Please refer to attachment 10 for the pre and post-amendment comparison chart.

Resolution:

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ITEM 2: Discussion of the capital raising proposal by GDR issuance with an issue size no greater than 300 million shares

(Proposed by the Board of Directors)

Proposal: Discussion of the capital raising proposal by GDR issuance with an issue size no greater than 300 million shares

Explanation:

1. To enhance the Company’s financial condition for the future business development and investment plans in China, and to fund working capital, the Company requests approval from shareholders to authorize the Board of Directors to issue one time or at multiple times up to a maximum of 300,000,000 ordinary shares for the purpose of a global depositary receipt (GDR) issuance based on market conditions.

A. This issuance complies with Article 267 of the Company Act: 10% to 15% of the total amount of shares to be issued shall be allocated for subscription by company employees. Except for the portion of shares allocated for the employees' subscription described above, it is proposed for the shareholders meeting to approve the rights to subscribe to the remaining shares shall be waived by the shareholders and such remaining shares should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the global depositary shares to be sold in the DR Offering. Any new common shares not subscribed by employees of the Company shall be determined by the Chairman, as authorized by the Board of Directors, depending on the market needs, to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s). B. The issuance price of the GDR will be set in accordance with Article 9 of the “Self-regulatory rules of the Taiwan Securities Association underwriter members in respect to capital raising and securities issuance.” The issuance price shall not be lower than the closing price on the pricing date, or 90% of the simple average with one of the one, three, five trading days before the pricing date and the pricing date closing price after dividends. Considering the likelihood of share price volatility, and in accordance with international capital market practices, and with discussions with the underwriters. The price determination shall follow regulations from government authorities. Existing shareholders can purchase domestic ordinary shares at the price close to GDR price without taking exposure to currency exchange risk. Thus, the price determination above shall be considered reasonable. C. The Company requests approval from the shareholders’ meeting to authorize the board to deal with the condition, quantity, price, amount, fund allocation and usage, underwriter selection, with changes to the above if necessary and other related matters regarding the issuance. In addition, we request approval to allow the board to authorize the chairman or chairman’s approved representative to sign any contracts related to the issuance and to conduct related matters regarding the issuance.

2. The issuance is limited to maximum 300,000,000 shares and must not dilute the current shareholders’ holding by more than 12.93%. The cash capital increase is primary for the expansion plan in China, to improve long term competitiveness and profitability, and to also strengthen the Company’s financial capital.

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3. The newly issued shares from the capital raising are entitled to the same obligations and rights as the original shares.

4. After the approval by the shareholders and the pertinent government agencies, the Board of Directors is authorized to carry out the matter regarding new share issuance in adherence to regulations.

5. This proposal has been approved by the Board of Directors and is hereby submitted to the Shareholders’ Meeting for discussion.

Resolution:

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ITEM 3: By-election of an additional independent director

(Proposed by the Board of Directors)

Proposal: By-election of an additional independent director

Explanation:

1. Pursuant to Article 192-1 of the Company Act and Article 19 of the Company’s Articles of Incorporation, the election of an Independent Director complies with rules and regulations on corporate governance and independence requirements for publicly listed companies. The Company adopts the candidate nomination system for election of directors - The Board of Directors reviews the qualification of each candidate, nominates the candidates, and submits a roster of candidates, their profile, and professional experience to the shareholders’ meeting for approval. 2. The Independent Director’s term of office is from June 2013 to June 29, 2015. 3. After the Board meeting on May 13, 2013, the Board of Directors approved and nominated the candidate for Independent Director as follow:

Independent Relationship between CPDC & Director Shareholding in Positions Held/Served at Other Other Companies/Boards Name Education Professional experience CPDC Companies where the Director Serves

Department of Chemistry, National President, Chemical Society CEO, Gintech Energy Corporation Taiwan Normal University located in Taipei PhD. Chemical Engineering, Chairman, Kuo Kuang Dr. Pan, Wen- Chairman, CTCI Foundation University of Wyoming Power Co., Ltd. 0 Yen ( 潘文炎) Chairman, President, CPC No relationship Director, THSRC Corporation Director, U-Ming Marine Transport Corp. Chairman, Zhong-Wei Investment Company

Resolution:

ITEM 4: Release of restriction on competitive activities of directors

(Proposed by the Board of Directors)

Proposal: Release of restriction on competitive activities of directors

Explanation:

1. According to Article 209 of the Company Act, if directors’ activities for personal or others’ interests are related to the Company’s business scope, the directors shall explain the content of

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their activities and ask approval at the shareholders’ meeting the essential contents of such conduct and obtain the shareholders’ approval. The restriction on competitive activities for the directors is to protect company confidentiality. The Company proposes to release the restriction preventing the Company’s directors from performing work from their positions in other companies while enabling the Company to benefit from the expertise of the directors.

2. Representatives of legal entities may request to be released from competitive activities due to business reasons.

3. The Company proposes the release of restrictions on competitive activities on the following directors:

Relationship between CPDC & Other Companies/Boards where Title Name Positions Held/Served at Other Companies the Director Serves Director The Core Pacific Co., Ltd. Chairman, Kaohsiung Monomer Company 40% owned affiliate Representative ： Ching-Jing Sheen Chairman, Taiwan Chorline industries Ltd 40% owned affiliate 代表人：沈慶京 Chairman, Chemax International Corp. 100% owned subsidiary Chairman, Weihua Trading holdings Co. Ltd 100% owned subsidiary of Chemax International Corp. Chairman, WeiChang Trading holdings Co. Ltd (Shanghai) 100% owned subsidiary of Chemax International Corp. Chairman, BES Engineering Corporation 7.39% owned affiliate Director BES Machinery Co. Ltd. Chairman, Core Pacific City Co., Ltd 7.38% owned affiliate Representative：Jiun-Nan Bai, Chairman, BES Engineering Corporation 7.39% owned affiliate 代表人：白俊男 Independent Director, Concord Securities Co. Ltd No ownership relationship Independent Director, Megaforce Company Limited No ownership relationship Independent Steve Ruey-long Chen 陳瑞隆 Independent Director, E-Ton Solar Director Independent Director, Formosa Chemicals and Fiber Corp. Director, Sinocon Industrial Standards Foundation Director, HannStar Board Corp Director, Asia Cement Corp. No ownership relationship Director, Bank of Panhin Legal Representative, Zentel Electronic Corp. Legal Representative, Powerchip Technology Corp. Legal Director Representative, Power Gate optical Inc. Independent Yun-Peng Chu 朱雲鵬 Independent Director, U-Ming Marine Transport Corp. Director Independent Director, Nan Ya Plastic Corp. No ownership relationship Independent Director, ADIM Corp. Director Jen Huei Enterprise Co. Ltd. Director, Kaohsiung Monomer Company 40% owned affiliate Representative：Ko-Ming Lin Director, Taiwan Chlorine industries Ltd. 40% owned affiliate 代表人：林克銘 Director, Tsou Seen Chemical Industries Corporation 100% owned subsidiary Director, Chemax International Corp. 100% owned subsidiary Chairman, Praxair Chemax Inc. 49% owned affiliate Director, Weihua Trade holdings Corp. 100% owned subsidiary of Chemax International Corp. Chairman, Shi-Fu Co. Ltd. 100% owned subsidiary Chairman, Lian Hua Development Co. Ltd. 100% owned subsidiary Independent Pan Wen-Yen 潘文炎 CEO, Gintech Energy Corporation Director Chairman, CTCI Foundation Director, THSRC No ownership relationship Director, U-Ming Marine Transport Corp. Chairman, Zhong-Wei Investment Company

Resolution:

VI. Extemporary Motion

VII. Adjournment

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Attachment 1 China Petrochemical Development Corporation 2012 Business Report

The Company reported 2012 operating revenues of NT$36.9 billion, net operating profits of NT$1.059 billion and net income after tax of NT$1.418 billion. Below is a detailed breakdown of the Company’s 2012 performance.

1. Production and Sales: The production of Acrylonitrile (AN), Glacial Acetic Acid (GAC), and related byproducts grew 17,000 tons or 10% from 180,000 tons in 2011 to 197,000 tons in 2012. Sales volume in tons grew 14,000 tons or 7% from 184,000 tons in 2011 to 197,000 tons in 2012. The production of Caprolactam (CPL) and related byproducts grew 19,000 tons or 6% from 300,000 tons in 2011 to 319,000 tons in 2012. Sales volume in tons also grew 19,000 tons or 7% from 270,000 tons in 2011 to 289,000 tons in 2012. Production growth reported was due to the CPL Expansion Project committed in the past two years. Acetate products were no longer produced in 2012, and production reduced by 87,000 tons. The sales volume reduced 64,000 tons or by 72% from 2011 levels to 25,000 tons in 2012. Decreasing profits from acetate production was due to long-term work stoppage, and a consideration of the lack of economies of scale in this product. 2. Operating Revenue and Expenses: a. Operating revenues were NT$36.894 billion, decreased 13% or NT$5.703 billion, from NT$42.597 billion in 2011. Specifically: (1) The revenues for AN and GAC products was $12.398 billion, decreasing 7% or NT$871 million from $13.269 billion in 2011. The decrease was mainly driven by a 16% decrease in unit prices for AN products. GAC products contributed NT$347 million in revenues, which decreased 77% or NT$1.086 billion from NT$1.413 billion in 2011. Acetate Acid unit prices fell 23% from last year combined with decreasing sales volumes resulted in a substantial revenue decline. (2) The revenues for CPL were NT$24.168 billion, decreased 13% or NT$3.746 million from NT$27.914 billion in 2011. The unit price of CPL decreased 22% from 2011. b. Net operating profits were NT$1.059 billion, decreased by 121% year over year, or NT$6.155 billion from NT$5.096 billion in 2011. The revenues decreased in 2012 due to increased competition from capacity oversupply for CPL in China. Combined with continued uncertainty from global financial markets and declining demand from the global petrochemical market, resulted in continued weak demand and sales activity. Also, CPL prices are negatively impacted by increasing costs from benzene and ammonia, resulting in a NT$470 million impact on net profits. Moreover, increased oversupply from competition also negatively impacts CPL prices, driving net profits lower by NT$5.3 billion. In regards to AN sales, due to decline in demand for downstream products, ABS and acrylic fibers, sale prices also declined resulting in a profit decline of NT$170 million. To counteract the negative environment, management worked hard to generate cost savings and manufacturing efficiency, resulting in gains of NT$1.96 billion. Nonetheless,

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global market conditions were not favorable for our operations and thus overall operating profits fall substantially from last year. c. Non-operating profits decreased NT$4.174 billion or 60% from NT$6.926 billion in 2011 to NT$2.752 billion in 2012. In non-operating items, last year there was a non-recurring disposal gain from the investment sale of Taiwan Prosperity Chemical Corporation, resulting in a decrease of NT$2.838 billion in disposal gains. Below are the highlights of the non-operating profits. i. According to Taiwan’s Statement of Financial Accounting Standards (SFAS), the net gain on reversal of impairment loss amounted to NT$315,690,000. Among those, NT$14,710,000 resulted from the loss on valuation of financial assets based on the cost method; NT$330,500,000 resulted from the loss of recognized impairment of fixed assets. ii. Long-term investment loss at equity of NT$1,064,000,000 was recognized under the equity method. iii. Disposal gains of NT$1,357,000,000 from the investment sale of Taiwan Prosperity Chemical Corporation stock. iv. The Disposal of fixed assets NT$272,000,000 by selling land located at Kaohsiung Xiaogang district, Fongbitou section. v. Loss from remediation costs of NT$214 million due to construction stoppage of the Cianjhen Training Center. d. Net Profit before Tax decreased NT$10.329 billion or 86% from NT$12.022 billion in 2011 to NT$16.093 billion in 2012. e. 2012 Net Profit after Tax was NT$1.418 billion or NT$0.61 per share. Comparing to NT$10.926 billion or NT$5.52 per share in 2011, the Net Profit after Tax decreased NT$9.508 billion or 876%. 3. 2012 Financial Performance: a. Financial performance: At year-end, total assets amounted to NT$45.211 billion, total liabilities were NT$9.790 billion, and shareholders’ equity was NT$35.421 billion. b. Key financial ratios: Current ratio stood at 316%; Acid Test Ratio was 229% and Debt Ratio (Debt to Total Assets) was 21.65%. c. Cash and Cash Equivalents: Cash and Cash Equivalents inflow from operations were NT$2.9 billion. The year-end cash balance was $4.351 billion. 4. Key Management and R&D: 2012 key management initiatives include various improvements in manufacturing and R&D. In manufacturing, we expanded manufacturing capacity and improved operating flexibility. We also continued to promote electronic systems and automation to improve our productivity within the manufacturing processes. For labor safety and environmental protection, we set up an internal audit team and security group to patrol the manufacturing plants and monitor labor safety, in an effort to achieve a safer working environment. In our management systems, we upgraded our ERP system, improve office automation system and adopted the International Financial Reporting Standards (IFRS) to strengthen management; we continue to innovate our R&D, strong marketing and proficient manufacturing capabilities through integrated systems and processes that are our core values. In addition, litigation settlements substantially reduced financial risks.

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Going forward, we will strive to increase working capital and intend to raise more capital to support the needs of business expansion. For the R&D segment, we reduced manufacturing costs while prioritized more energy saving and emission reduction (or “green”) manufacturing processes. In addition to technology innovation for our current manufacturing process, CPDC has also set up a New Product Development team responsible for the development of processes to recycle valuable byproducts, create new value-added products for downstream clients, investigate business opportunities and launch marketing campaigns for new products. In addition, several new testing plants are close to completion. This new team will utilize these extra capacities to develop and test our own technology to underscore our leadership in the petrochemical industry. In 2012, the company obtained 22 new patent approvals, 31 applications were submitted and are currently in the approval process. In aggregate, CPDC has registered 94 patents over the years. Our intellectual property management system was the first system among our peers to be accredited by the Taiwan Intellectual Property Management System (TIPS), a system sponsored by the Industrial Development Bureau, Ministry of Economic Affairs. 5. Future plans: Due to government’s “Quality In, Quantity Out” policy, petrochemical related production expansion becomes increasingly difficult. In addition, challenges of shortages in raw materials, demands shifting to China, higher taxes and tariffs, and emerging Chinese competitors that are substantially increasing their production capacity and intensive competition resulting from additional new competitors, petrochemical companies must improve existing products to maintain leadership against competition, penetrate into new markets, and avoid the loss of clients. We aim to control the raw materials and stay close to the markets. In the future, CPDC will not only strengthen R&D and improve product margins, but will also expand production in China using advance production techniques and personnel. We plan to integrate the two markets and build management to strengthen operations in both China and Taiwan. Finally, CPDC will continue to perform in a socially responsible fashion, enhance our corporate governance practices and improve competitiveness for long-term sustainability.

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Attachment 2 China Petrochemical Development Corporation Audit Report by Supervisors

The Board of Directors has prepared the Company’s 2012 Business Report, Financial Statements, Consolidated Financial Statements and Earnings Distribution Table for 2012. The CPA firm of KPMG was retained to audit China Petrochemical Development Corporation’s Financial Statements and Ms. Melody Chen and Mr. Charles Chen have issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, Consolidated Financial Statements and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Supervisors of China Petrochemical Development Corporation. In accordance with Article 219 of the Company Act, I hereby submit this report.

China Petrochemical Development Corporation 2013 Annual Shareholders Meeting

April 23, 2013

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Attachment 3 China Petrochemical Development Corporation Independent Accountant’s Audit Report

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Attachment 4 China Petrochemical Development Corporation 2012 Earnings Distribution Table Unit: NT$ Distributable Shares Amount Amount

Undistributed Surplus at beginning of the year 435,585,038

Plus: net profit after tax of the year 1,418,079,205 Surplus for distribution 1,853,664,243 Distribution items: Minus: Legal reserve 141,807,921 Distribution of cash dividend (NT$0.5 per share) 1,159,994,833 1,301,802,754 Undistributed Surplus at end of the year 551,861,489

Note 1: Net income after tax includes the distribution of director and supervisor compensation of NT$25,525,426 and employee bonuses of NT$38,288,139.

Note 2: Appropriation for 2013 will prioritize distributions from the net profit of 2012.

Notes: 1. According to Section 4(D) of Article 73 of “Regulations Governing the Offering and Issuance of Securities by Securities Issuers,” the total amount of an exchange-listed or OTC-listed company’s employee bonuses exceeds 50 percent of the sum of the net income and employee bonuses for the current period, or 50 percent of distributable earnings (less legal reserve, special reserve, and balance of reserves after withdrawals). Employee bonuses were estimated to be NT$38,288,139. a. 2.63% of the sum of net income and total employee bonuses, less than the threshold of 50%. b. 2.24% of distributable income, less than the threshold of 50%.

2. According to reference letter No. 00371 issued by the Securities and Futures Bureau of Ministry of Finance on Feb. 1, 2010, companies have to disclose the impacts on business operations, earning per share and return on equity resulting from the distribution of stock dividends. Due to the fact that the Company did not publish 2012 earnings forecasts, the Company is exempted from the disclosure of impacts.

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Attachment 5 China Petrochemical Development Corporation Comparison between Original and Amendments to Articles of Incorporation Items Original Version Amended Version Reason Article 4 Directors and Supervisors Directors To comply with the establishment of an audit committee. Article 19 The company shall have ten The company shall have ten To comply directors and three supervisors directors whose term of office with the whose term of office is three is three years and eligible for establishment years and eligible for re-election. There should be of an audit re-election. There should be three Independent Directors committee. three Independent Directors above. The company shall set above. The company shall set up the audit committee after up the audit committee after 2013 Shareholder Meeting. 2013 Shareholder Meeting. Supervisors shall be dismissed Supervisors shall be dismissed as the establishment of the as the establishment of the audit committee. The Articles audit committee. The Articles of supervisors shall of supervisors shall immediately lapse. immediately lapse. Directors of the Company shall Both Directors and be elected by means of Supervisors of the Company cumulative voting. The shall be elected by means of Independent Directors and cumulative voting. The Non-independent Directors Independent Directors and shall be elected together and Non-independent Directors the number of Directors and shall be elected together and Independent Directors elected the number of Directors and shall be calculated Independent Directors elected respectively. shall be calculated The Directors shall organize respectively. the Board of Directors and The Directors shall organize shall have one Chairperson and the Board of Directors and one Vice Chairperson, each of shall have one Chairperson and whom shall be duly elected by one Vice Chairperson, each of and among Directors in whom shall be duly elected by accordance with Article 208 of and among Directors in the Company Law. The accordance with Article 208 of minimum of the total number the Company Law. The of the shares held by all minimum of the total number Directors shall not be less than of the shares held by all the ratio specified in the Directors and Supervisors shall relevant securities exchange not be less than the ratio

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Items Original Version Amended Version Reason specified in the relevant regulations. securities exchange regulations. The Company may purchase The Company may purchase liability insurance for liability insurance for Directors to cover the potential Directors and Supervisors to responsibility they might incur cover the potential for performance within the responsibility they might incur range of their duties during for performance within the their tenure. For all matters range of their duties during related to the purchase of the their tenure. For all matters insurance, the Board of related to the purchase of the Directors is authorized with insurance, the Board of full powers to act as required. Directors is authorized with full powers to act as required. Article 21 The Board of Directors The Board of Directors To comply Meeting shall be convened meeting shall be convened with the once every three months at once every three months at establishment minimum. The notices of a minimum. The notices of a of an audit Board of Directors Meeting Board of Directors meeting committee. shall expressly indicate the shall expressly indicate the subject(s) of the meeting and subject(s) of the meeting and be served to all Directors and be served to all Directors Supervisors seven days prior to seven days prior to the date the date scheduled for the scheduled for the meeting. In meeting. In case of an case of an emergency, a Board emergency, a Board of of Directors meeting may be Directors Meeting may be convened at any time. Unless convened at any time. Unless otherwise prescribed by law, a otherwise prescribed by law, a Board of Directors meeting Board of Directors Meeting shall be duly convened and shall be duly convened and chaired by the Chairperson. chaired by the Chairperson. Upon the Chairperson’s leave, Upon the Chairperson’s leave, absence or unavailability for absence or unavailability for performance of duties, the performance of duties, the delegation shall be duly delegation shall be duly handled at the meeting in handled at the meeting in accordance with Article 208 of accordance with Article 208 of the Company Law. the Company Law. The first Board of Directors The first Board of Directors Meeting of every session shall meeting of every session shall be convened by the Director be convened by the Director who wins the most ballots who wins the most ballots representing the voting rights representing the voting rights

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Items Original Version Amended Version Reason during the election. during the election. The notices to the Board of The notices to the Board of Directors Meeting mentioned Directors meeting mentioned in the preceding paragraph in the preceding paragraph may be served in writing or by may be served in writing or by means of facsimile or e-mail. means of facsimile or e-mail. Article 26 The duty of supervisors are: The duty of the audit To comply 1. Supervise the business committee are: with the operations of the Company. 1. Supervise the business establishment operations of the Company. of an audit 2. Investigate the Company’s committee. business operations and 2. Investigate the Company’s financial status. business operations and 3. Audit the books and financial status. documents of the Company. 3. Audit the books and 4. Audit books and documents documents of the Company. prepared by the Board of 4. Audit books and documents Directors and submitted at the prepared by the Board of Shareholder Meeting, and Directors and submitted at the report to the Shareholder shareholder meeting, and Meeting. report to the Shareholder 5. Exercise other duties and Meeting. obligations as granted by laws 5. Exercise other duties and and regulations and by the obligations as granted by laws Shareholder Meeting. and regulations and by the Shareholder Meeting. Article 27 The Supervisors shall exercise (Delete) To comply their duties in accordance with with the the relevant laws. A establishment Supervisor may attend the of an audit Board of Directors meeting committee. and comment on the discussed matters, but shall have no voting right. Article 28 The salary and remuneration of The salary and remuneration of To comply the Chairperson, Directors and Directors shall be duly with the Supervisors shall be duly proposed by the Company’s establishment proposed by the Company’s Remuneration Committee and of an audit Remuneration Committee and submitted to the Board of committee. submitted to the Board of Directors for final approval Directors for final approval based on the extent of their based on the extent of their participation in the business participation in the business operations and the level of operations and the level of their contribution to the

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Items Original Version Amended Version Reason their contribution to the Company with reference to the Company with reference to the international or domestic international or domestic industrial standards. industrial standards. The organizational rules and The organizational rules and regulations for implementing regulations for implementing the duties of the Remuneration the duties of the Remuneration Committee mentioned in the Committee mentioned in the preceding paragraph shall be preceding paragraph shall be duly enacted by the Board of duly enacted by the Board of Directors in accordance with Directors in accordance with Article 14-6 of the Securities Article 14-6 of the Securities and Exchange Act, other and Exchange Act, other relevant laws and regulations relevant laws and regulations and requirements of the and requirements of the competent authority. competent authority. Article In view of the business In view of the business To comply 28-1 confidentiality pertaining to confidentiality pertaining to with the general operations, production general operations, production establishment technologies, or formulation of technologies, or formulation of of an audit raw materials which are raw materials which are committee. vulnerable to be illegally vulnerable to be illegally replicated by our downstream replicated by our downstream customers and their affiliates customers and their affiliates into manufacturing processes into manufacturing processes resulting in unintended pricing resulting in unintended pricing or unfair market competition or unfair market competition or the possibility that or the possibility that downstream customers might downstream customers might ally to control the supply of ally to control the supply of our products to the market, our products to the market, thus leading to involuntary thus leading to involuntary price increases and hence price increases and hence causing financial loss, the causing financial loss, the Company shall enhance the Company shall enhance the regulations pertaining to the regulations pertaining to the Directors and Supervisors Directors represented by represented by downstream downstream customers or customers or related parties to related parties to carry out carry out their fiduciary duties their fiduciary duties in in directorship and business directorship and business confidentiality and internal confidentiality and internal control process to oversee control process to oversee related transactions, in order to related transactions, in order to protect the best interest of our protect the best interest of our

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Items Original Version Amended Version Reason shareholders. shareholders. Major shareholder with over Major shareholder with over 1% of total shares outstanding, 1% of total shares outstanding, Directors and Supervisors Directors (including legal (including legal representatives), managers, representatives), managers, and employees should adhere and employees should adhere to the Standards of Ethical to the Standards of Ethical Conduct and the Management Conduct and the Management Integrity Code. Integrity Code. Article 31 Upon closing of each fiscal Upon closing of each fiscal To comply year, the Board of Directors year, the Board of Directors with the shall prepare the following shall prepare the following establishment documents and shall forward documents and shall forward of an audit the same to the Supervisors for the same to the Audit committee. auditing no later than the thirty Committee for auditing no (30) days prior to the meeting later than the thirty (30) days date of the annual Shareholder prior to the meeting date of the Meeting: annual shareholder meeting: 1.Business report; 1.Business report; 2.Financial statements; 2.Financial statements; 3. Proposals of earnings 3. Proposals of earnings distribution or loss coverage. distribution or loss coverage. Article 32 The Company may duly use The Company may duly use To comply the reserve to distribute the reserve to distribute with the dividends, appropriate capital, dividends, appropriate capital, establishment and issue new shares in and issue new shares in of an audit accordance with relevant laws accordance with relevant laws committee and regulations. and regulations. and the If the Company has net income If the Company has earnings, adoption of for the concerning fiscal year, after payment of taxation, it IFRS after payment of taxation, it shall offset the losses in international shall offset the losses in previous years, and set aside a reporting previous years, and set aside a legal capital reserve and standards. legal capital reserve and special capital in accordance special capital in accordance with relevant laws and with relevant laws and regulations or requested by the regulations or requested by the authorities in charge; and then, authorities in charge; and then, it shall set aside 2% of the it shall set aside 2% of the balance as remuneration to the balance as remuneration to the Directors, and 3% as bonus to Directors and Supervisors, and the employees. 3% as bonus to the employees. With respect to any balance

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Items Original Version Amended Version Reason herein together with the With respect to any balance undistributed cumulative herein together with the profits from previous years, undistributed cumulative the Board of Directors shall profits from previous years and prepare an allotment proposal undistributed profits from the and submit to the Shareholder year, the Board of Directors Meeting for approval shall prepare an allotment according to the following proposal and submit to the policy. shareholder meeting for approval according to the following policy. The Company positions itself in the midst of a highly capital The Company positions itself in the midst of a highly capital intensive, volatile and competitive industry. Where intensive, volatile and the Company is subject to the competitive industry. Where influence of the global the Company is subject to the economy and changes in influence of the global industrial performance, the economy and changes in Company should take into industrial performance, the account the Company’s Company should take into business operations, capital account the Company’s needs and status of business operations, capital competition, interests of needs and status of shareholders and the competition, interests of Company’s own financial shareholders and the planning in allotment of its Company’s own financial profits. Under such planning in allotment of its circumstances, the Company profits. Under such may set aside the profits into a circumstances, the Company special reserve either in whole may set aside the profits into a or in part to assure financial special reserve either in whole stability and sustainability. or in part to assure financial The Company may allot stability and sustainability. dividends in cash or stock. In The Company may allot dividends in cash or stock. In the case that the allotment is made by way of stock the case that the allotment is dividend, the ratio for the stock made by way of stock dividend shall not exceed 50% dividend, the ratio for the stock of the total distribution unless dividend shall not exceed 50% of the total distribution unless the ratio of the Company’s total liabilities to total assets is the ratio of the Company’s equivalent or above 50% or total liabilities to total assets is otherwise prescribed in equivalent or above 50% or relevant laws and regulations. otherwise prescribed in relevant laws and regulations. Article 35 The Articles of Incorporation The Articles of Incorporation Added date

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Items Original Version Amended Version Reason were enacted on Apr. 24th, were enacted on Apr. 24th, for this 1969. 1969. amendment. The first amendment was made The first amendment was made on Dec. 20th, 1973. on Dec. 20th, 1973. The second amendment was The second amendment was made on May 27th, 1976. made on May 27th, 1976. The third amendment was The third amendment was made on June 27th, 1978. made on June 27th, 1978. The fourth amendment was The fourth amendment was made on Apr. 24th, 1979. made on Apr. 24th, 1979. The fifth amendment was The fifth amendment was made on Apr. 22nd, 1980. made on Apr. 22nd, 1980. The sixth amendment was The sixth amendment was made on Apr. 28th, 1981. made on Apr. 28th, 1981. The seventh amendment was The seventh amendment was made on May 8th, 1982. made on May 8th, 1982. The eighth amendment was The eighth amendment was made on Jan. 7th, 1983. made on Jan. 7th, 1983. The ninth amendment was The ninth amendment was made on Apr. 1st, 1983. made on Apr. 1st, 1983. The tenth amendment was The tenth amendment was made on Feb. 10th, 1984. made on Feb. 10th, 1984. The eleventh amendment was The eleventh amendment was made on Feb. 28th, 1991. made on Feb. 28th, 1991. The twelfth amendment was The twelfth amendment was made on Apr. 28th, 1992. made on Apr. 28th, 1992. The thirteenth was made on The thirteenth was made on Apr. 15th, 1983. Apr. 15th, 1983. The fourteenth amendment The fourteenth amendment was made on July 26th, 1994. was made on July 26th, 1994. The fifteenth amendment was The fifteenth amendment was made on Oct. 28th, 1994. made on Oct. 28th, 1994. The sixteenth amendment was The sixteenth amendment was made on Dec. 28th, 1995. made on Dec. 28th, 1995. The seventeenth amendment The seventeenth amendment was made on June 7th, 1997. was made on June 7th, 1997. The eighteenth amendment The eighteenth amendment was made on June 19th, 1998. was made on June 19th, 1998. The nineteenth amendment The nineteenth amendment

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Items Original Version Amended Version Reason was made on May 24th, 2000. was made on May 24th, 2000. The twentieth amendment was The twentieth amendment was made on June 14th, 2001. made on June 14th, 2001. The twenty-first amendment The twenty-first amendment was made on June 26th, 2002. was made on June 26th, 2002. The twenty-second amendment The twenty-second amendment was made on May 22nd, 2003. was made on May 22nd, 2003. The twenty-third amendment The twenty-third amendment was made on June 21st, 2004. was made on June 21st, 2004. The twenty-fourth amendment The twenty-fourth amendment was made on June 10th, 2005. was made on June 10th, 2005. The twenty-fifth amendment The twenty-fifth amendment was made on June 30th, 2006. was made on June 30th, 2006. The twenty-sixth amendment The twenty-sixth amendment was made on June 18th, 2010. was made on June 18th, 2010. The twenty-seventh The twenty-seventh amendment was made on June amendment was made on June 24th, 2011. 24th, 2011. The twenty-eighth amendment The twenty-eighth amendment was made on June 27th, 2012. was made on June 27th, 2012. The twenty-ninth amendment was made on June 28th, 2013.

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Attachment 6 China Petrochemical Development Corporation Comparison between Original and Amendments to Procedures for Acquiring or Disposing of Assets Items Original Version Amended Version Reason Article 1 These Procedures are created to 1. These Procedures are created to Symbol conform to laws and decrees of conform to laws and decrees of modificati “Procedures for Acquiring or “Procedures for Acquiring or on Disposing of Assets,” in Disposing of Assets,” in accordance with related Articles accordance with related Articles of Securities and Exchange Law. of Securities and Exchange Law.

In the case that this disclosure is incomplete, all procedures shall 2. In the case that this disclosure be in accordance with related is incomplete, all procedures shall Articles of Securities and be in accordance with related Exchange Law. Articles of Securities and Exchange Law. Article 3 3. The term “related party” as 3. The term “related party” as To comply used in these Procedures, used in these Procedures, with IFRS means those parties which are means those parties which provided pursuant to No. 6 of are provided pursuant to the the ROC Statements of statements of Regulations Financial Accounting Governing the Preparation of Standards promulgated by the Financial Reports by Accounting Research and Securities Issuers. Development Foundation of 4. The term “subsidiary” as the Republic of China. used in these Procedures, is 4. The term “subsidiary” as used pursuant to the statements of in these Procedures, is Regulations Governing the pursuant to No. 5 and No. 7 Preparation of Financial of the ROC Statements of Reports by Securities Financial Accounting Issuers. Standards promulgated by the Accounting Research and Development Foundation of the Republic of China.

Article 4 Authority for approval, appraisal, Authority for approval, appraisal, To comply procedures, transaction terms, and procedures, transaction terms, and with decision making processes of decision making processes of company’s evaluation and management for evaluation and management for operation the acquisition or disposition of the acquisition or disposition of amending assets: assets: Article and

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Items Original Version Amended Version Reason 1. The acquisition or disposition 1. The acquisition or disposition symbol of real estate and other fixed of real estate and other fixed modificati assets: assets: ons.

A. Authority for approval, A. Authority for approval, evaluation and evaluation and management shall be in management shall be in accordance with CPDC’s accordance with CPDC’s internal regulations “The internal regulations “The Chart of Authority of Chart of Authority of BOD and Managers,” BOD and Managers,” “The Level of Authority “The Level of Authority for Managers Junior to for Managers Junior to COO Position,” “Fixed COO Position,” “Fixed Assets Management” and Assets Management” and Article 7 of this Article 7 of this procedure. procedure.

B. Procedures to determine B. Procedures to determine transaction terms shall be transaction terms shall be determined by reference determined by reference to market value, to market value, government published government published value, recent market value, recent market transaction price or the transaction price or the report issued by a certified report issued by a certified appraiser. Final prices appraiser. Final prices shall be carried out by one shall be carried out by one of the following: price of the following: price inquiry, price comparison, inquiry, price comparison, price negotiation, or price negotiation, or bidding. bidding.

C. Operation Department: In C. Operation Department: In charge by the department charge by the department of Real Estate and Fixed of Real Estate and Fixed Asset Management. Asset Management.

2. Acquisition or disposition of 2. Acquisition or disposition of securities: securities:

A. Authority of approval, A. Authority of approval, evaluation and evaluation and management shall be in management shall be in accordance with CPDC’s accordance with CPDC’s internal regulation “The internal regulation “The Chart of Authority of Chart of Authority of BOD and Managers,” BOD and Managers,” “The Level of Authority “The Level of Authority for Managers Junior to for Managers Junior to

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Items Original Version Amended Version Reason COO Position” and COO Position” and Article 8 of this Article 8 of this procedure. procedure. B. Procedures to Determine B. Procedures to Determine Transaction Terms: Transaction Terms: (1) For securities (1) For securities purchased and sold on a purchased and sold on centralized exchange a centralized exchange market or OTC market or OTC exchange, the price exchange, the price shall be decided by the shall be decided by the market price at the time market price at the of the transaction. time of the transaction. (2) For securities not (2) For securities not acquired or disposed of acquired or disposed of on a centralized on a centralized exchange market or exchange market or OTC exchange, the OTC exchange, the price shall be price shall be determined by determined by reference to net value reference to net value per share, profitability, per share, profitability, future development future development potential, financial potential, financial analysis reports, analysis reports, interest rate, bond yield interest rate, bond yield or price, and credit of or price, and credit of debt issuers. debt issuers. (3) For the acquisition or (3) For the acquisition or disposition of disposition of membership membership certificates, the price certificates, the price shall be integrally shall be integrally evaluated by reference evaluated by reference to future anticipated to future anticipated added-value and added-value and produced benefit. produced benefit. C. Operation Department: C. Operation Department: (1) The acquisition or (1) The meaning of disposition of securities is in terms of securities not related procedure the first to working capital paragraph of Article 2, needs: paragraph 1. The i. The acquisition or acquisition or

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Items Original Version Amended Version Reason disposition of disposition shall be strategic investment under the control of securities shall be finance department, under the control of which shall follow all the Business procedures and Planning executed by the Department, which finance department. shall follow all procedures for receiving approval from senior managers, and shall be executed by the Investment Department. ii. The acquisition or disposition of non-strategic investment securities shall be under the control of the Investment Department, which shall conduct a thorough evaluation before acquisition or

disposition.

(2) The acquisition or (2) The acquisition or disposition of disposition of securities related to non-securities assets, working capital membership needs shall be under certificates, or the control of the intangible assets shall Finance Department. be under the control (3) The acquisition or and follow all disposition of procedures and membership executed by the related certificates or departments. intangible assets shall be under the control of related departments. 3. Acquisition or disposition of 3. Acquisition or disposition of the debt of financial the debt of financial institutions: In general, the institutions: In general, the Company does not invest in Company does not invest in

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Items Original Version Amended Version Reason the debt of financial the debt of financial institutions. If the policy institutions. If the policy changes in the future, the changes in the future, the investment shall receive investment shall receive BOD’s approval before BOD’s approval before evaluating the processes and evaluating the processes and related procedures. related procedures. Article 5 1. The author of the appraisal The author of the appraisal In reports issued by certified reports issued by certified accordance appraiser or other analysis appraiser or other analysis reports with set up reports issued by Certified issued by Certified Public the Public Accountant (CPA), Accountant (CPA), attorney, or Independe attorney, or security brokers security brokers shall not be a nt shall not be a related party. related party. Directors and Audit 2. Unless otherwise provided for Unless otherwise provided for by by other laws, the Company other laws, the Company’s committee, appraiser or other analysis departments engaging in the symbol reports issued by Certified acquisition or disposition of modificati Public Accountant (CPA), assets shall retain the relevant ons and attorney, or security brokers contracts, meeting minutes, Article shall not be a related party. registry, appraisal report, and the amended. The Company shall retain the opinion books by accountants, relevant contracts, meeting attorneys or security underwriters minutes, registry, appraisal for at least 5 years. report, and the opinion books by accountants, attorneys or security underwriters for at least 5 years. 3. Court documents can be Court documents can be substituted for reports issued substituted for reports issued by a by a CPA or certified CPA or certified appraiser if the appraiser if the assets are assets are acquired through court acquired through court auction. auction. The acquisition or disposition of 4. The acquisition or disposition assets shall be approved by the of assets shall be approved by Board. If any director expresses the Board. If any director disagreement with the Board’s expresses disagreement with decision in writing or at the Board the Board’s decision in meeting, the written documents writing or at the Board shall be presented to the Audit meeting, the written committee. documents shall be presented to the Supervisors. As the Board now has The Board shall keep Independent Directors, the comprehensive records in the

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Items Original Version Amended Version Reason Board shall keep meeting minutes if any comprehensive records in the Independent Director’s opinion is meeting minutes if any different from the Board’s. Independent Director’s decision is different from the Board’s. Material assets or derivative transactions should be agreed to by more than half of the audit committee members and submitted to the Board of Directors for resolution. Without the consent of more than half of all audit committee members, the more than two-thirds of all directors must approve the resolution of the Audit Committee and details shall be set forth in the proceedings of the Board. 5. The transaction price mentioned in Articles 7 and 8 The transaction price mentioned of these Procedures shall be in Articles 7 and 8 of these pursuant to Article 6-2 and Procedures shall be pursuant to the term “within one year” as Article 6-2 and the term “within used means dating back for one year” as used means dating one year from the date of back for one year from the date of acquiring or disposing of the acquiring or disposing of the asset. The CPA’s or asset. The CPA’s or certified certified appraiser’s opinions appraiser’s opinions on the on the transaction prices transaction prices included in the included in the analysis or analysis or appraisal reports can appraisal reports can be be exempted if the prices are exempted if the prices are derived in accordance with these derived in accordance with Procedures. these Procedures.

Article 6 1. For acquisition or disposal of For acquisition or disposal of In assets, provided that one of assets, provided that one of the accordance the following conditions following conditions exists, the with exists, the Company shall Company shall announce and file symbol announce and file the relevant the relevant data and information modificati data and information to the to the FSC’s designated website ons. FSC’s designated website within two days after its within two days after its occurrence: occurrence: 1. Acquired or disposed of fixed

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Items Original Version Amended Version Reason A. Acquired or disposed of assets or other assets from any fixed assets or other assets related party when the from any related party transaction amount was over when the transaction twenty percent of the amount was over twenty Company’s capital, ten percent of the Company’s percent of total assets or capital, ten percent of total NT$300,000,000. assets or NT$300,000,000. Nonetheless, the transactions Nonetheless, the of government bond or bonds transactions of with Reverse Repurchase or government bond or bonds Sell Agreements are excluded. with Reverse Repurchase 2. Acquired or disposed of assets or Sell Agreements are due to merger, acquisition, excluded. split, or share transfer. B. Acquired or disposed of 3. Acquired or disposed of assets assets due to merger, due to the loss from engaging acquisition, split, or share in derivative transactions transfer. when the loss reaches the

C. Acquired or disposed of upper limits set by the assets due to the loss from prescribed procedure. engaging in derivative transactions when the loss 4. In addition to the three reaches the upper limits aforementioned items, if the set by the prescribed amount of the disposal of the procedure. debt of financial institutions D. In addition to the three or investments in China aforementioned items, if exceeds twenty percent of the amount of the disposal paid-in capital or of the debt of financial NT$300,000,000; however, institutions or investments not included otherwise in China exceeds twenty provided below: percent of paid-in capital A. Transactions of or NT$300,000,000; government bonds, however, not included B. Purchase or sale of otherwise provided below: securities from foreign (1) Transactions of stock exchanges or government bonds. brokerage firms (2) Purchase or sale of overseas, securities from foreign C. Transactions of bonds stock exchanges or with Reverse Repurchase brokerage firms or Sell Agreements, overseas. D. Machinery or equipment (3) Transactions of bonds that are categorized as with Reverse assets acquired or Repurchase or Sell disposed of for business Agreements. use, where the

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Items Original Version Amended Version Reason (4) Machinery or transaction counterparty equipment that are is not a related party, and categorized as assets the transaction amount acquired or disposed has not exceeded of for business use, NT$500 million, where the transaction E. Acquisition or disposal counterparty is not a of the fixed assets of a related party, and the publicly traded company transaction amount whose primary business has not exceeded operation is construction NT$500 million. or development and is (5) Acquisition or not categorized as related disposal of the fixed party and the transaction assets of a publicly amount is below NT$500 traded company million, whose primary F. Real estate acquired by business operation is the Company by the construction or ways of mandating development and is others to build on its not categorized as land, cooperatively related party and the building with others to transaction amount is split the units, below NT$500 cooperatively building million. with others to acquire a (6) Real estate acquired proportion of profits, or by the Company by cooperatively building the ways of mandating with others to separately others to build on its sell the units, where the land, cooperatively transaction amount has building with others to not exceeded NT$500 split the units, million (when the cooperatively building calculation is based on with others to acquire the anticipated amount a proportion of profits, invested by the or cooperatively Company). building with others to

separately sell the units, where the transaction amount has not exceeded NT$500 million (when the calculation is based on the anticipated amount invested by the Company). The transaction amounts in the

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Items Original Version Amended Version Reason 2. The transaction amounts in preceding paragraph are the preceding paragraph are calculated in accordance with the calculated in accordance with methods provided below: the methods provided below: 1. each single transaction A. each single transaction amount, amount, 2. the transaction amount B. the transaction amount accumulated within one year accumulated within one with the same counterparty in year with the same the acquisition or disposition counterparty in the of the targeted assets with the acquisition or disposition same nature, of the targeted assets with 3. the amount accumulated (the the same nature, amounts for acquisition and C. the amount accumulated disposition are separately (the amounts for accumulated) within one year acquisition and of the acquisition or disposition are separately disposition of the same real accumulated) within one estate in a development plan, year of the acquisition or 4. the amount accumulated (the disposition of the same amounts for acquisition and real estate in a disposition are separately development plan, accumulated) within one year D. the amount accumulated in the acquisition or (the amounts for disposition of the same acquisition and securities. disposition are separately accumulated) within one year in the acquisition or disposition of the same securities. The aforementioned one year The aforementioned one year period dates from the date of the period dates from the date of concerned transaction; the the concerned transaction; the announcement period is exempt announcement period is from counting in again. exempt from counting in again. 3. The Company shall record on The Company shall record on a a monthly basis the monthly basis the transactions in transactions in derivative derivative products engaged by it products engaged by it and its and its subsidiaries not subsidiaries not categorized as categorized as domestic public domestic public companies. companies. The Company shall The Company shall enter the enter the records for the previous records for the previous month in accordance with the stipulated form on the FSC’s

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Items Original Version Amended Version Reason month in accordance with the designated website for filing stipulated form on the FSC’s information before the 10th of designated website for filing each month. th information before the 10 of each month. Where any item required to be 4. Where any item required to be placed into a public placed into a public announcement pursuant to these announcement pursuant to provisions is incorrect or not these provisions is incorrect placed in the announcement and it or not placed in the is required to be supplemented, announcement and it is the whole announcement shall be required to be supplemented, remade and placed into a public the whole announcement shall announcement and reported to the be remade and placed into a competent authority by the public announcement and Company. reported to the competent authority by the Company. 5. After announcing and filing After announcing and filing the the transaction in accordance transaction in accordance with the with the provisions, provided provisions, provided that one of that one of the following the following conditions exists, conditions exists, the the Company shall announce and Company shall announce and file the relevant data and file the relevant data and information to the FSC’s information to the FSC’s designated website within two designated website within two days after its occurrence: days after its occurrence: 1. Where the executed relevant a. Where the executed contracts of the original relevant contracts of the transaction have been original transaction have changed, terminated or been changed, terminated ceased. or ceased. 2. Where mergers, splits, b. Where mergers, splits, acquisition or share transfers acquisition or share have not been completed in transfers have not been accordance with the completed in accordance anticipated timeframe set in with the anticipated the contracts. timeframe set in the 3. Changes are made after contracts. publicly announcing and c. Changes are made after filing transactions. publicly announcing and filing transactions. Article 7 In acquiring or disposing of real In acquiring or disposing of real Amend estate or other fixed assets by the estate or other fixed assets by the text

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Items Original Version Amended Version Reason Company, unless otherwise Company, unless otherwise correction transacting with a government transacting with a government and institution, commissioning others institution, commissioning others symbols. to build on its own land, leased to build on its own land, leased land by appointing a constructor, land by appointing a constructor, or acquiring or disposing the or acquiring or disposing the machines and equipment for machines and equipment for business use, and the transaction business use, and the transaction amount reaches 20% of the amount reaches 20% of the Company’s paid-in capital or Company’s paid-in capital or exceeds NT$300 million, the exceeds NT$300 million, the Company shall obtain an Company shall obtain an appraisal report issued by a appraisal report issued by a professional appraisal institutions, professional appraisal institutions, and comply with the following and comply with the following provisions by the occurrence date provisions by the occurrence date of event: of event: 1. Due to special circumstances, 1. Due to special circumstances, where a limited price, where a limited price, specified price or special specified price or special price is deemed as the basis of price is deemed as the basis of reference for the transaction reference for the transaction price, this transaction shall be price, this transaction shall be reported to and decided by the reported to and decided by the Board of Directors. If there Board of Directors. If there is any change in the is any change in the transaction conditions, the transaction conditions, the procedures herein above shall procedures herein above shall apply. apply. 2. If the transaction amount is 2. If the transaction amount is more than NT$ 1 billion, two more than NT$ 1 billion, two or more professional appraisal or more professional appraisal institutions must be retained institutions must be retained for the appraisal. for the appraisal. 3. An accountant’s opinions on 3. An accountant’s opinions on the differentiation and the differentiation and appropriateness of the appropriateness of the transaction price are required transaction price is required if if any one of the conditions any one of the conditions below has occurred except below has occurred except when the appraised values for when the appraised values for the acquired assets are higher the acquired assets are higher than the actual transaction than the actual transaction values or the appraised values values or the appraised values for the assets disposed of are for the assets disposed of are lower than the actual lower than the actual

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Items Original Version Amended Version Reason transaction values: transaction values: a. the difference between the A. the difference between the appraisal amount of the appraisal amount of the appraisal institutions and appraisal institutions and the transaction amount is the transaction amount is 20% of the transaction 20% of the transaction amount or more; amount or more; b. the difference between the B. the difference between the appraisal amounts of two appraisal amounts of two or more appraisal or more appraisal institutions reaches 10% institutions reaches 10% of the transaction amount of the transaction amount or more. or more. 4. If the appraisal by the 4. If the appraisal by the certified appraiser is certified appraiser is conducted before the conducted before the execution of the contract, the execution of the contract, the dates between the appraisal dates between the appraisal report issued and the contract report issued and the executed shall not be more contract executed shall not than three months; however, be more than three months; if the announced present however, if the announced value of the same period is present value of the same applicable and is not more period is applicable and is than six months, the original not more than six months, appraisal institution may the original appraisal issue the opinion. institution may issue the 5. For the construction industry, opinion. the transaction price shall refer For the construction industry, the to limited prices, given prices, transaction price shall refer to or special prices. If there are limited prices, given prices, or legitimate reasons that the special prices. If there are appraised assets cannot be legitimate reasons that the acquired in time, the Company appraised assets cannot be shall receive the accountant’s acquired in time, the Company opinions pursuant to Item 3 of shall receive the accountant’s this Article and the appraisal opinions pursuant to Item 3 of report within two weeks from this Article and the appraisal the date of the occurrence of report within two weeks from the the event. date of the occurrence of the event.

Article 8 1. In acquiring or disposing of In acquiring or disposing of In securities, the Company shall securities, the Company shall accordance

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Items Original Version Amended Version Reason determine the price by determine the price by reference with the reference to the evaluation of to the evaluation of the financial text the financial statements statements audited by CPA. In correction audited by CPA. In addition, addition, if the transaction and if the transaction amount is amount is over twenty percent of symbol over twenty percent of paid-in paid-in capital or NT$300 modificati capital or NT$300 million, million, accountant’s opinions on ons. accountant’s opinions on the the reasonableness of the reasonableness of the transaction price are required transaction price are required before the occurrence date of the before the occurrence date of transaction. Provided that the transaction. Provided additional professional advice is that additional professional needed, the accountant shall advice is needed, the follow No. 6 of the ROC accountant shall follow No. 6 Statements of Financial of the ROC Statements of Accounting Standards Financial Accounting promulgated by the Accounting Standards promulgated by the Research and Development Accounting Research and Foundation of the Republic of Development Foundation of China. Securities with liquid the Republic of China. trading volume or compliance Securities with liquid trading with government regulations are volume or compliance with exempted. government regulations are exempted. In acquiring or disposing of

2. In acquiring or disposing of membership certificates or membership certificates or intangible assets with a intangible assets with a transaction amount over twenty transaction amount over percent of paid-in capital or twenty percent of paid-in NT$300 million, the Company capital or NT$300 million, shall require a CPA’s opinions on the Company shall require a the reasonableness of transaction CPA’s opinions on the price before the occurrence date reasonableness of transaction of the transaction. Accountant price before the occurrence shall provide opinions pursuant to date of the transaction. No. 20 of the ROC Statements of Accountant shall provide Financial Accounting Standards opinions pursuant to No. 20 promulgated by the Accounting of the ROC Statements of Research and Development Financial Accounting Foundation of the Republic of Standards promulgated by the China. Accounting Research and Development Foundation of the Republic of China. Article 9 1. In addition to following the In addition to following the In regulations pursuant to Articles 7 regulations pursuant to Articles 7 accordance

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Items Original Version Amended Version Reason and 8 of these Procedures, the and 8 of these Procedures, the with set up Company must submit the Company must submit the the information listed below to the information listed below for Independe Board for approval of the approval of the Audit committee nce Directors and ratification by the and ratification by the Board of Directors Supervisors before its execution Directors before its execution of, and Audit of, or delivery of payments on, a or delivery of payments on, a committee, transaction with a related party, transaction with a related party, text involving the purchase or involving the purchase or correction disposition of real estate or other disposition of real estate or other and assets with total transaction assets with total transaction symbol values over twenty percent of values over twenty percent of modificati paid-in capital, ten percent of paid-in capital, ten percent of ons. total assets or NT$300 million. total assets or NT$300 million. As the Board now has If an Independent Director’s Independent Directors, if an opinion is different from the Independent Director’s opinion is Board’s, the opinions during different from the Board’s, the discussions, they shall be opinions shall be included in the included in the records of meeting records of meeting minutes. minutes. A. The purposes, necessity, 1. The purposes, necessity, and and anticipated benefits of anticipated benefits of the the acquisition or acquisition or disposition of disposition of the assets; the assets;

B. The reasons for selecting 2. The reasons for selecting the the related persons as the related persons as the transaction party; transaction party; C. Relevant information for evaluating the 3. Relevant information for reasonableness of the evaluating the reasonableness anticipated transaction of the anticipated transaction conditions pursuant to the conditions pursuant to the provisions of Items 2 and provisions of Items 2 and 3 of 3 of this Article and this Article and Article 10-1; Article 10-1; 4. Items such as the date and D. Items such as the date and price originally acquired by price originally acquired the related party or the by the related party or the transaction counterparty and transaction counterparty its relations between the and its relations between Company and the related the Company and the party; related party; E. The forecasting chart for 5. The forecasting chart for cash cash received in each received in each month for month for one year in the one year in the future from the future from the anticipated anticipated month of contract month of contract execution, with an evaluation

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Items Original Version Amended Version Reason execution, with an of the necessity of the evaluation of the necessity transaction and the of the transaction and the reasonableness of the fund reasonableness of the fund usage; usage; 6. Pursuant to the provisions of

F. Pursuant to the provisions Article 7 or 8 of this of Article 7 or 8 of this Procedure, the Company shall Procedure, the Company acquire accountant’s opinions shall acquire accountant’s or appraisal reports for opinions or appraisal transactions with values over reports for transactions ten percent of total assets. with values over ten percent of total assets. 7. Conditions and other G. Conditions and other important agreed items of the important agreed items of transaction. the transaction. The calculation of the total values The calculation of the total values of the above transactions related of the transactions mentioned to the acquisition or disposition of above related to the acquisition or assets with a total value disposition of assets with a total exceeding twenty percent of value exceeding twenty percent of paid-in capital, ten percent of paid-in capital, ten percent of total assets or NT$300 million total assets or NT$300 million shall be pursuant to the provisions shall be pursuant to the provisions of the Article 6-2 of these of the Article 6-2 of these Procedures. The one year period Procedures. The one year period dates from the date of the dates from the date of the concerned transaction; the period concerned transaction; the period during which the transaction is during which the transaction is submitted to the Audit committee submitted to the Board of for approval and Board of Directors for approval and Directors for ratification shall be Supervisors for ratification shall exempted. be exempted. In reference to the approval of Audit committee aforementioned should be more than half of the audit committee approval and submitted to Board of Directors for ratification. Otherwise, approval should be more than two-third of Board of Directors and the resolution of the audit committee should be set forth in the proceedings of the Board.

2. In acquiring or disposing of In acquiring or disposing of assets, the Company shall

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Items Original Version Amended Version Reason determine if the transaction party assets, the Company shall is related from both perspectives determine if the transaction party of legal and material relationship. is related from both perspectives If the Company enters into a of legal and material relationship. transaction with a related party to If the Company enters into a acquire or dispose of assets, it transaction with a related party to shall follow the procedures listed acquire or dispose of assets, it below to justify the shall follow the procedures listed reasonableness of the transaction below to justify the costs and consult with a CPA for reasonableness of the transaction appraisal and professional advice. costs and consult with a CPA for a. Based upon the related appraisal and professional advice. party’s transaction price plus 1. Based upon the related party’s necessary interest on funding and transaction price plus the cost to be borne by the buyer necessary interest on funding according to law. The and the cost to be borne by the “necessary interest on funding” is buyer according to law. The imputed as the weighted average “necessary interest on interest rate of the funds funding” is imputed as the borrowed by the Company in the weighted average interest rate year of purchase of the asset. of the funds borrowed by the b. Total loan value appraised Company in the year of by a financial institution if such purchase of the asset. object has been mortgaged to the 2. Total loan value appraised by financial institution for a loan; a financial institution if such provided that the actual object has been mortgaged to cumulative amount loaned by the the financial institution for a financial institution for the object loan; provided that the actual shall reach 70% or more of the cumulative amount loaned by appraised total value and the loan the financial institution for the period is more than one year. object shall reach 70% or However, this shall not apply if more of the appraised total the financial institution or either value and the loan period is party of the transaction is related more than one year. parties. However, this shall not apply if the financial institution or either party of the transaction are related parties.

Where the land and the buildings Where the land and the buildings on the property are combined for on the property are combined for the purchase, the cost of the the purchase, the cost of the transaction may be reached by transaction may be reached by respectively evaluating such land respectively evaluating such land and buildings based on either and buildings based on either

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Items Original Version Amended Version Reason method described above. method described above. 3. Where one of the following Where one of the following occurrences exists in the occurrences exists in the Company’s purchase of the real Company’s purchase of the real estate from the related party, the estate from the related party, the transaction is exempt from the transaction is exempt from the application of the preceding four application of the preceding four paragraphs; however, Article 12 paragraphs; however, Article 12 shall still apply: shall still apply: A. The related party acquired 1. The related party acquired real real estate by inheritance estate by inheritance or as a or as a gift. gift. B. Between the signing date 2. Between the signing date of of the related party’s the related party’s receipt of receipt of the real estate the real estate and the signing and the signing date of the date of the current transaction, current transaction, five five years has passed. years has passed. C. Real estate is acquired by 3. Real estate is acquired by a a joint construction joint construction contract contract executed with the executed with the related related party. party. 4. If the Company engages If the Company engages with its with its subsidiary for the subsidiary for the acquisition or acquisition or disposition of disposition of machinery, the machinery, the Board shall Board shall authorize the authorize the Chairman to make Chairman to make decisions with decisions with the authority to the authority to approve the approve the transaction under a transaction under a limited or limited or pre-approved amount pre-approved amount of value. of value. The Chairman may The Chairman may report to the report to the Board after the Board after the transaction for transaction for ratification. ratification. Article 10 1. Where the Company Where the Company acquires real In acquires real estate from a estate from a related party, in the accordance related party, in the event that event that the result of the with Audit the result of the appraisal appraisal conducted in committee, conducted in accordance with accordance with Paragraph 2 of text Paragraph 2 of the preceding the preceding Article is lower correction Article is lower than the price of than the price of transaction price and transaction price in all cases, the in all cases, the Company shall symbol Company shall carry out the carry out the acquisition in modificati acquisition in accordance with accordance with Paragraph 2 of ons Paragraph 2 of this Article. this Article. The requirements The requirements do not apply do not apply to any of the

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Items Original Version Amended Version Reason to any of the following following situation where the situation where the Company Company has provided objective has provided objective proof and proof and opinions from the opinions from the Certified Certified Public Accountant for Public Accountant for the the reasonableness: reasonableness: 1. Where the related party a. Where the related party acquired undeveloped land or acquired undeveloped land or leased land for development, leased land for development, it may submit proof of it may submit proof of compliance with one of the compliance with one of the following conditions: following conditions: (1) Where the A. Where the undeveloped undeveloped land is duly land is duly appraised by appraised by law, and the law, and the buildings buildings according to the according to the related related party’s party’s construction cost construction cost plus plus reasonable reasonable construction construction profit, the profit, the total value total value thereof exceeds thereof exceeds the actual the actual transaction transaction price. The price. The term term “reasonable “reasonable construction construction profit” shall profit” shall be deemed be deemed the average the average gross gross operating profit operating profit margin of margin of the related the related party’s party’s construction construction division for division for the most the most recent three (3) recent three (3) years or years or the gross profit the gross profit margin for margin for the the construction industry construction industry for for the most recent period the most recent period as as announced by the announced by the Ministry of Finance, Ministry of Finance, whichever is lower. whichever is lower. (2) The completed B. The completed transactions of other transactions of other floors of the same floors of the same property or adjacent area property or adjacent area by unrelated parties within by unrelated parties within the preceding year, where the preceding year, where the terms of the the terms of the transactions are similar transactions are similar and the reasonable price and the reasonable price discrepancies of different discrepancies of different floors or land area with floors or land area with

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Items Original Version Amended Version Reason market practice have been market practice have been taken into consideration. taken into consideration. (3) The completed C. The completed leases by leases by unrelated parties unrelated parties for other for other floors of the floors of the same same property within the property within the preceding year, where the preceding year, where the terms of the leases are terms of the leases are similar after considering similar after considering the reasonable price the reasonable price discrepancies among discrepancies among floors in accordance with floors in accordance with market practice. market practice. 2. The Company provides

b. The Company provides evidence to prove that the evidence to prove that the terms of the transaction for terms of the transaction property purchased from the for property purchased related parties are similar to from the related parties those completed transactions are similar to those for adjacent area by unrelated completed transactions for parties within the preceding adjacent area by unrelated year, and the area of the parties within the property thereof are similar. preceding year, and the area of the property thereof are similar.

The aforementioned term The aforementioned item “completed transactions for “completed transactions for adjacent area” in principle adjacent area” in principle refers refers to parcels on the same to parcels on the same or an or an adjacent block and adjacent block and within a within a distance of no more distance of no more than 500 than 500 meters or parcels meters or parcels close to the close to the latest official land latest official land price price promulgated by the promulgated by the government. government. The term “the The term “the area of the property area of the property thereof thereof are similar” in principle are similar” in principle refers refers to transactions completed to transactions completed by by unrelated parties for parcels unrelated parties for parcels with a land area of no less than with a land area of no less 50% of the property in the than 50% of the property in planned transaction. The term the planned transaction. The “within the preceding year” refers term “within the preceding to the year retrospectively year” refers to the year preceding the date of occurrence retrospectively preceding the of the acquisition of the real

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Items Original Version Amended Version Reason date of occurrence of the estate. acquisition of the real estate. Where the Company acquires real 2. Where the Company estate from a related party, in the acquires real estate from a event that the results of the related party, in the event appraisal conducted in that the results of the accordance with Paragraph 2 and appraisal conducted in Paragraph 3 of Article 9 and accordance with Paragraph 1 of this Article are Paragraph 2 and Paragraph lower than the transaction price in 3 of Article 9 and all cases, the Company shall take Paragraph 1 of this Article the following actions: are lower than the transaction price in all cases, the Company shall take the following actions: A. A special reserve shall be 1. A special reserve shall be set set aside according to aside according to Paragraph Paragraph 1, Article 40 of 1, Article 40 of the Securities the Securities and and Exchange Act against the Exchange Act against the difference between the real difference between the estate transaction price and the real estate transaction appraised value, and may not price and the appraised be distributed or used for value, and may not be capital increase or issuance of distributed or used for bonus shares. Where a public capital increase or company uses the equity issuance of bonus shares. method to account for its Where a public company investment in another uses the equity method to company, then the special account for its investment reserve required by law shall in another company, then be set aside pro rata to the the special reserve shareholding in accordance required by law shall be with Article 40-1 of the set aside pro rata to the Securities and Exchange Act. shareholding in 2. Audit committee shall take accordance with Article actions in accordance with 40-1 of the Securities and Article 218 of the Company Exchange Act. Law. B. Supervisors shall take

actions in accordance with 3. Actions taken pursuant to the two preceding paragraphs Article 218 of the Company Law. shall be reported to a C. Actions taken pursuant shareholders meeting, and the to the two preceding details of the transaction shall paragraphs shall be be disclosed in the annual reported to a Shareholder report and prospectus. Meeting, and the details

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Items Original Version Amended Version Reason of the transaction shall be disclosed in the annual report and prospectus. Where the Company has set aside 3. Where the Company has set a special reserve under the aside a special reserve under the preceding paragraph, the preceding paragraph, the Company shall not utilize the Company shall not utilize the special reserve until it has special reserve until it has recognized a loss or decline in recognized a loss or decline in market value of the assets it market value of the assets it purchased at a premium, or they purchased at a premium, or they have been disposed of, or have been disposed of, or adequate compensation has been adequate compensation has been made, or the status quo ante has made, or the status quo ante has been restored, or there is other been restored, or there is other evidence confirming that there evidence confirming that there was nothing unreasonable about was nothing unreasonable about the transaction, and the Financial the transaction, and the Financial Supervisory Commission, Supervisory Commission, Executive Yuan has given its Executive Yuan has given its consent. consent. Where the Company obtains real 4. Where the Company obtains estate from a related party, it shall real estate from a related party, it also comply with Paragraphs 2 shall also comply with Paragraphs and 3 of this Article if there is 2 and 3 of this Article if there is other evidence indicating that the other evidence indicating that the acquisition was not an acquisition was not an “arm’s-length transaction”. “arm’s-length transaction”.

Article 11 1. Where information required Where information required be Symbol to be publicly announced and publicly announcing and modificati reported on acquisitions and reporting on acquisitions and ons. disposals of assets by a disposals of assets by a subsidiary of the Company subsidiary of the Company that that is not a public company is not a public company in in Taiwan itself is to be Taiwan itself is to be reported by reported by the Company. the Company. The standard of The standard of reaching reaching 20% of paid-in capital 20% of paid-in capital or or 10% of the total assets shall 10% of the total assets shall refer to the Company’s paid-in refer to the Company’s capital or total assets. paid-in capital or total assets. Where a subsidiary of the 2. Where a subsidiary of the Company acquires or disposes of Company acquires or assets, the Company shall urge disposes of assets, the that subsidiary to duly enact

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Items Original Version Amended Version Reason Company shall urge that “Procedures for the Acquisition subsidiary to duly enact or Disposal of Assets” and shall “Procedures for the further urge that subsidiary to Acquisition or Disposal of enact and enforce the “Procedures Assets” and shall further urge for the Acquisition or Disposal of that subsidiary to enact and Assets” to make sure that the enforce the “Procedures for Procedures are consistent with the the Acquisition or Disposal relevant rules and regulations of of Assets” to make sure that the competent authority in charge the Procedures are consistent of securities affairs or the assets with the relevant rules and so acquired or disposed of are regulations of the competent satisfactory to the requirements authority in charge of under the operating procedures so securities affairs or the assets enacted. That subsidiary shall so acquired or disposed of work out the examination report are satisfactory to the and submit it to the Company’s requirements under the internal auditor(s) for recheck or operating procedures so audit on an annual basis as the enacted. That subsidiary minimum. shall work out the examination report and submit it to the Company’s internal auditor(s) for recheck or audit on an annual basis as the minimum. Article 13 The Company shall comply with The Company shall comply with Symbol the following transaction the following transaction modificati principles and policies when principles and policies when ons. engaging in transactions of engaging in transactions of derivatives financial products: derivatives financial products: 1. Categories of transactions: 1. Categories of A. The derivatives financial transactions: products the Company A. The derivatives financial engages in include products the Company forward contracts, optional engages in include contracts, futures forward contracts, contracts, swap contracts optional contracts, futures the values of which derive contracts, swap contracts from assets, interest rates, the values of which derive exchange rates, indices or from assets, interest rates, other interests and the exchange rates, indices or compound contracts other interests and the composed of the compound contracts aforementioned products. composed of the B. The term “forward aforementioned products. B. The term “forward

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Items Original Version Amended Version Reason contracts” mentioned in contracts” mentioned in the preceding paragraph the preceding paragraph excludes insurance excludes insurance contracts, contract contracts, contract performance agreements, performance agreements, after-sales services after-sales services contracts, long-term lease contracts, long-term lease agreements and long-term agreements and long-term purchase (sales) contracts. purchase (sales) contracts. 2. Business operation (hedging)

strategies: 2. Business operation (hedging) strategies: The transactions of The transactions of derivatives financial products conducted by the Company derivatives financial products shall be primarily related to conducted by the Company risk exposure position of the shall be primarily related to revenues and expenditures, risk exposure position of the assets, liabilities, revenues and expenditures, shareholders’ equity yielded assets, liabilities, from the Company’s business shareholders’ equity yielded operation. from the Company’s business operation. 3. Division of authorizations

and responsibilities: 3. Division of authorizations and responsibilities: a. The Company shall not

engage in transactions of A. The Company shall not engage in transactions of derivatives financial products unless approved derivatives financial by the competent products unless approved superintendents or Board by the competent of Directors in accordance superintendents or Board with the “Table of of Directors in accordance Division of Authorizations with the “Table of and Responsibilities Division of Authorizations Division of the Board of and Responsibilities Directors and Managerial Division of the Board of Officers” and “Table of Directors and Managerial Echelon of Responsibility Officers” and “Table of of the Levels below Echelon of Responsibility General Manager.” of the Levels below General Manager.” b. Where the Company

engages in transactions of B. Where the Company derivatives financial engages in transactions of products, the personnel for derivatives financial transaction, personnel in products, the personnel for charge of confirmation, transaction, personnel in

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Items Original Version Amended Version Reason and personnel in charge of charge of confirmation, settlement shall be served and personnel in charge of by the full-responsibility settlement shall be served personnel assigned by the by the full-responsibility chairman or general personnel assigned by the manager. Moreover, chairman or general where the Financial manager. Moreover, Department engages in where the Financial transactions of derivatives Department engages in financial products, the transactions of derivatives personnel in charge of financial products, the transaction, personnel in personnel in charge of charge of confirmation, transaction, personnel in and personnel in charge of charge of confirmation, settlement shall be and personnel in charge of assigned by the Vice settlement shall be President of Finance. assigned by the Vice c. Where the Company President of Finance. engages in transactions of C. Where the Company derivatives financial engages in transactions of products which are related derivatives financial to the Company’s own products which are related products, raw materials or to the Company’s own materiel, the Sales products, raw materials or Department, Procurement materiel, the Sales Department or other Department, Procurement assigned department(s) Department or other shall take charge as assigned department(s) supported by the Financial shall take charge as Department. Where the supported by the Financial Company engages in Department. Where the transactions of derivatives Company engages in financial products which transactions of derivatives are related to interest rates financial products which or exchange rates, the are related to interest rates Financial Department shall or exchange rates, the take charge. Financial Department shall 4. Public notice and declaration take charge. of information: 4. Public notice and declaration Public notice and declaration of information: of information shall be duly Public notice and declaration handled in accordance with of information shall be duly Chapter Three of the handled in accordance with Regulations to Acquire or Chapter Three of the Dispose of Assets by Public Regulations to Acquire or Companies” enacted by the Dispose of Assets by Public

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Items Original Version Amended Version Reason competent authority in Companies” enacted by the charge of securities affairs, competent authority in the provisions regarding charge of securities affairs, promulgate of information to the provisions regarding public: promulgate of information to a. In the event where the loss public: in the resulted from the A. In the event where the loss transactions in derivatives in the resulted from the financial products reaches transactions in derivatives the aggregate or individual financial products reaches limit specified in the the aggregate or Procedures for all individual limit specified contracts or individual in the Procedures for all contract, public notice and contracts or individual declaration shall be made contract, public notice and within two (2) days after declaration shall be made occurrence of the event. within two (2) days after b. The balance information occurrence of the event.

of transactions of B. The balance information derivatives financial of transactions of products conducted in the derivatives financial preceding month shall be products conducted in the publicly and declared no preceding month shall be later than the 10th of every publicly and declared no month. later than the 10th of every month. 5. Key points of performance

evaluation: 5. Key points of performance evaluation: The accounting unit of the Financial Department shall The accounting unit of the work out statements of the Financial Department shall positions, submit them to the work out statements of the high ranking superintendents positions, submit them to the authorized by the Board of high ranking superintendents Directors, the general authorized by the Board of manager, and chairman for Directors, the general reference and shall report to manager, and chairman for the Board of Directors on a reference and shall report to monthly basis. the Board of Directors on a monthly basis. a. Hedging transactions: The

profit / loss resulted from A. Hedging transactions: the differences between The profit / loss resulted the acquisition costs of the from the differences hedged items and the between the acquisition transactions of derivatives costs of the hedged financial products shall be items and the

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Items Original Version Amended Version Reason taken as the basis for transactions of evaluating performance. derivatives financial b. Specific-purpose products shall be taken Transactions: The actually as the basis for incurred profit / loss shall evaluating performance. be taken as the basis for B. Specific-purpose evaluating performance. Transactions: The actually incurred profit / loss shall be taken as the 6. Setting of the total contract basis for evaluating amount and maximum limit performance. of loss: 6. Setting of the total contract a. Hedging operation: amount and maximum limit of The total amount of loss: hedging contracts shall not A. Hedging operation: exceed the anticipated net portion of the account The total amount of receivables yielded from hedging contracts shall not business operation or the exceed the anticipated net net position after asset and portion of the account liabilities offsetting for the receivables yielded from next six months. business operation or the net position after asset and No stop-loss limits shall liabilities offsetting for the be set for hedging next six months. transaction. No stop-loss limits shall b. Specific purposes for be set for hedging operation: transaction. The total amount of B. Specific purposes for transactions of specified operation: purposes shall not exceed the total amount of the The total amount of items of transaction for the transactions of specified specified purposes. purposes shall not exceed the total amount of the Transactions in such items of transaction for the category are aimed at specified purposes. specified purposes and have definite hedging Transactions in such category are aimed at positions. No limit of stop-loss shall be fixed. specified purposes and have definite hedging c. Trading-purpose positions. No limit of operation: stop-loss shall be fixed. The Company does not C. Trading-purpose engage in trading-purpose operation:

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Items Original Version Amended Version Reason operation. The Company does not engage in trading-purpose operation.

Article 14 The Company shall take the The Company shall take the text following risk control measures following risk control measures correction while engaging in transactions of while engaging in transactions of and derivatives financial products: derivatives financial products: symbol 1. The scope of risk 1. The scope of risk management modificati management includes: includes: ons

1. Credit risk management: A. Credit risk management: In principle, the In principle, the counterparties for counterparties for transactions shall be transactions shall be domestic financial domestic financial institutions with sound institutions with sound credit standing or credit standing or internationally renowned internationally renowned financial institutions financial institutions which which can provide can provide professional professional information. information.

2. Market price risk B. Market price risk management: In principle, management: In principle, the market chosen shall be the market chosen shall be where the price quotation where the price quotation information is adequately information is adequately open. The Company shall open. The Company shall check and verify the check and verify the changes in market rates changes in market rates and conditions of the and conditions of the positions from time to positions from time to time. time.

3. Liquidity risk C. Liquidity risk management: The management: The products products chosen for chosen for transactions transactions shall be shall be primarily the primarily the derivatives derivatives financial financial products products prevalent in the prevalent in the international community, international community, with high liquidity and with high liquidity and large transaction volume large transaction volume which could be put into which could be put into transaction at any time. transaction at any time. D. Cash flow risk

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Items Original Version Amended Version Reason 4. Cash flow risk management: The management: The Company shall assess cash Company shall assess flow on a regular basis to cash flow on a regular maintain adequate quick basis to maintain adequate assets and credit limits for quick assets and credit financing to meet the need limits for financing to of capital for settlement meet the need of capital and to assure the stability for settlement and to in capital turnover. assure the stability in E. Operation risk capital turnover. management: The 5. Operation risk authorized amount set by management: The the Company and the authorized amount set by operational procedures the Company and the shall be complied with, of operational procedures which should be included shall be complied with, of into the internal audit which should be included range. Each and every into the internal audit operation shall receive range. Each and every authorization and operation shall receive superintendence from the authorization and superior superintendents. superintendence from the F. Legal risk management: superior superintendents. The documents to be 6. Legal risk management: signed by the Company The documents to be with the transaction signed by the Company counterparts shall not be with the transaction officially executed unless counterparts shall not be reviewed by the officially executed unless specialized personnel of reviewed by the the Legal Department or specialized personnel of department of related the Legal Department or business, and the head(s) department of related of the responsible business, and the head(s) department(s). of the responsible department(s). 5. Where the Company engages in

2. Where the Company engages in transactions of derivatives transactions of derivatives financial products, the personnel financial products, the personnel in charge of confirmation and in charge of confirmation and settlement, etc., shall not settlement, etc., shall not concurrently serve on two or concurrently serve on two or more positions. The notices for more positions. The notices for assignment or discharge of the assignment or discharge of the personnel in charge of personnel in charge of

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Items Original Version Amended Version Reason transactions and confirmation transactions and confirmation shall be informed to the shall be informed to the transaction counterparts before transaction counterparts before the date of effect so as to preserve the date of effect so as to preserve the Company’s interests. the Company’s interests. 3. The personnel in charge of 6. measuring, supervision, and 7. The personnel in charge of control over the risks, shall come measuring, supervision, and from different departments control over the risks, shall come against the personnel mentioned from different departments in the preceding paragraph and against the personnel mentioned shall report to the Board of in the preceding paragraph and Directors or to the high-level shall report to the Board of supervisor who is not responsible Directors or to the high-level for decision-making of supervisor who is not responsible transaction or positions. for decision-making of 4. The departments in charge of the transaction or positions. transactions of derivatives The departments in charge of the financial products shall cooperate transactions of derivatives with the Financial Department to financial products shall cooperate assess the transaction of with the Financial Department to derivatives financial products. assess the transaction of The positions of transaction of derivatives financial products. derivatives financial products The positions of transaction of held by the Company shall be derivatives financial products assessed on a weekly basis at the held by the Company shall be minimum, provided, that hedging assessed on a weekly basis at the transaction conducted for need of minimum, provided, that hedging business operation shall be transaction conducted for need of assessed at the minimum of twice business operation shall be per month. The assessment assessed at the minimum of twice reports shall be submitted to the per month. The assessment high level superintendent(s) reports shall be submitted to the authorized by the Board of high level superintendent(s) Directors. authorized by the Board of Directors. Article 15 The supervision and management The supervision and management In over the transactions of over the transactions of accordance derivatives financial products derivatives financial products with Audit conducted by the Company and conducted by the Company and committee, the internal audit system thereof: the internal audit system thereof: text 1. For the transactions of 1. For the transactions of correction derivatives financial derivatives financial products and products conducted by the conducted by the Company, symbol Company, the Board of the Board of Directors shall modificati

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Items Original Version Amended Version Reason Directors shall conduct supervise and manage based ons superintendence and on the principles below: management based on the A. Whether the high level principles below: superintendent(s)

a. Whether the high level authorized by the Board of superintendent(s) Directors and the general authorized by the Board of manager have been Directors and the general attending the risks manager have been supervision and risk attending the risks management of the supervision and risk transactions of derivatives management of the financial products. transactions of derivatives financial products. B. Whether the high level superintendent(s)

b. Whether the high level authorized and the general superintendent(s) manager have duly authorized and the general assessed the performance manager have duly of the transaction of assessed the performance derivatives financial of the transaction of products to make sure the derivatives financial transaction has been products to make sure the consistent with the transaction has been established managerial consistent with the strategies, and the risk established managerial undertaken has been strategies, and the risk within the Company’s undertaken has been tolerance. within the Company’s tolerance. 2. The high level 2. The high level superintendent(s) authorized superintendent(s) authorized by the Board of Directors and by the Board of Directors and the general manager of the the general manager of the Company who engage in Company who engage in transactions of derivatives transactions of derivatives financial products shall render financial products shall render management in accordance management in accordance with the principles below: with the principles below: a. They should conduct A. They should conduct assessment on a regular assessment on a regular basis to make sure basis to make sure whether the risk whether the risk management measures management measures currently adopted are currently adopted are appropriate, and whether appropriate, and whether the transactions of the transactions of

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Items Original Version Amended Version Reason derivatives financial derivatives financial products have been products have been conducted exactly in conducted exactly in accordance with the accordance with the requirements set forth requirements set forth under “Regulations under “Regulations Governing the Acquisition Governing the Acquisition and Disposal of Assets by and Disposal of Assets by Public Companies” and Public Companies” and the Company’s the Company’s Procedures in Transaction Procedures in Transaction of Derivatives Financial of Derivatives Financial Products. Products. b. They should superintend B. They should superintend the transactions and profit the transactions and profit /loss thereof and shall take /loss thereof and shall take the necessary the necessary countermeasures and countermeasures and report to the Board of report to the Board of Directors immediately Directors immediately whenever abnormalities whenever abnormalities are noticed. are noticed.

3. Where the Company engages 3. Where the Company engages in transactions of derivatives in transactions of derivatives financial products, the financial products, the Accounting Unit of the Accounting Unit of the Financial Department shall Financial Department shall have a memo to record the have a memo to record the matters as required under the matters as required under the laws and regulations laws and regulations concerned. Such concerned. Such memorandum books shall be memorandum books shall be archived within the duration archived within the duration as required by law. as required by law. The internal auditors of the The internal auditors of the Company shall look into the Company shall look into the appropriateness of the internal appropriateness of the internal control over the transaction of control over the transaction of derivatives financial products on derivatives financial products on a regular basis, audit the a regular basis, audit the compliance of the processing compliance of the processing procedures, and work out audit procedures, and work out audit reports about the findings and reports about the findings and results on a monthly basis. results on a monthly basis. Whenever a major violation is Whenever a major violation is noticed, the internal auditors shall noticed, the internal auditors shall

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Items Original Version Amended Version Reason inform all supervisors in writing. inform all supervisors in writing. Article 16 In the event that a subsidiary of In the event that a subsidiary of Symbol the Company intends to engage in the Company intends to engage in modificati transactions of derivatives transactions of derivatives ons. financial products to meet the financial products to meet the business need: business need: 1. That subsidiary shall, in 1. That subsidiary shall, in accordance with the accordance with the “Regulations Governing the “Regulations Governing the Acquisition and Disposal of Acquisition and Disposal of Assets by Public Companies” Assets by Public Companies” promulgated by the promulgated by the competent authority in competent authority in charge of securities affairs, charge of securities affairs, enact the processing enact the processing procedures over transaction procedures over transaction of derivative financial of derivative financial products and shall not start products and shall not start transaction of derivative transaction of derivative financial products until such financial products until such procedures pass the procedures pass the resolution by the Board of resolution by the Board of Directors and the shareholder Directors and the shareholder meeting. meeting. 2. That subsidiary shall, at the minimum of once per annum, 2. That subsidiary shall, at the minimum of once per annum, inspect by itself whether the inspect by itself whether the transaction of derivative transaction of derivative financial products has been financial products has been duly conducted in accordance duly conducted in accordance with the processing with the processing procedures over transaction procedures over transaction of derivative financial of derivative financial products enacted itself and products enacted itself and shall submit the shall submit the self-inspection report to the self-inspection report to the internal auditors of the internal auditors of the Company for recheck and/or Company for recheck and/or audit. audit. 3. Where the subsidiary of the 3. Where the subsidiary of the Company is not a public Company is not a public company in Taiwan: company in Taiwan: A. Where the loss resulted a. Where the loss resulted from the transactions of derivatives financial

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Items Original Version Amended Version Reason from the transactions of products reaches the derivatives financial aggregate or individual limit products reaches the set forth under its own aggregate or individual processing procedures over limit set forth under its transaction of derivatives own processing financial products for all procedures over contracts or individual transaction of derivatives contract, such subsidiary financial products for all shall provide with the contracts or individual Investment Management contract, such subsidiary Department of the Company shall provide with the the relevant information for Investment Management compiling. The Company Department of the shall make public notice on Company the relevant behalf of its subsidiary information for compiling. within two days starting The Company shall make from occurrence of the public notice on behalf of event. its subsidiary within two B. The subsidiary shall provide days starting from with the Investment occurrence of the event. Management Department of b. The subsidiary shall the Company the provide with the information of balance of Investment Management transactions of derivatives Department of the financial products Company the information conducted in the preceding of balance of transactions month not later than the 5th of derivatives financial day of every month for products conducted in the compiling. The Company preceding month not later shall, in turn, make public than the 5th day of every notice and reporting of the month for compiling. compiled information of The Company shall, in balance of transactions of turn, make public notice derivatives financial and reporting of the products conducted by the compiled information of company and its subsidiary balance of transactions of in the preceding month not derivatives financial later than the 10th day of products conducted by the every month. company and its subsidiary in the preceding month not later than the 10th day of every month. Article 18 1. The Company shall prepare a The Company shall prepare a Symbol public report to shareholders public report to shareholders modificati detailing major contents of detailing major contents of ons.

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Items Original Version Amended Version Reason contracts and matters contracts and matters relevant to relevant to the merger, the merger, spin-off or spin-off or acquisition prior acquisition prior to the to the shareholder meeting shareholder meeting and include and include it along with the it along with the expert opinions expert opinions set forth set forth under the preceding under the preceding Article Article when sending notification when sending notification of of the shareholder meeting to all the shareholder meeting to all shareholders for reference in shareholders for reference in deciding whether to approve the deciding whether to approve merger, spin-off or acquisition. the merger, spin-off or Provided, that convening of the acquisition. Provided, that shareholder meeting may be convening of the shareholder exempted for the merger, meeting may be exempted for spin-off or acquisition in the merger, spin-off or accordance with other laws and acquisition in accordance regulations concerned, aforesaid with other laws and shall not apply. regulations concerned, aforesaid shall not apply. In the event that a company

2. In the event that a company participating in the merger, participating in the merger, spin-off or acquisition fails to spin-off or acquisition fails convene a shareholder meeting or to convene a shareholder reach a resolution due to meeting or reach a resolution inadequate quorum, voting rights due to inadequate quorum, or other restriction by law, or the voting rights or other proposal of merger, spin-off or restriction by law, or the acquisition is vetoed in the proposal of merger, spin-off shareholder meeting, that or acquisition is vetoed in the company participating in the shareholder meeting, that merger, spin-off or acquisition company participating in the shall make public statement on merger, spin-off or the reasons of such events, the acquisition shall make public subsequent measures and the date statement on the reasons of scheduled to convene the next such events, the subsequent shareholder meeting immediately. measures and the date scheduled to convene the next shareholder meeting immediately. Article 19 1. Unless otherwise prescribed Unless otherwise prescribed by Symbol by law or except for an law or except for an modificati extraordinary reason which extraordinary reason which has ons. has been reported to and been reported to and approved by approved by the competent the competent authority in charge authority in charge of of securities affairs in advance,

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Items Original Version Amended Version Reason securities affairs in advance, the company participating in the the company participating in merger, spin-off or acquisition the merger, spin-off or shall convene the Board of acquisition shall convene the Directors meeting on the same Board of Directors meeting day for reach a resolution on the on the same day for reach a proposal regarding the merger, resolution on the proposal spin-off or acquisition on the regarding the merger, same day. spin-off or acquisition on the Unless otherwise prescribed by same day. law or except for an extraordinary 2. Unless otherwise prescribed reason which has been reported to by law or except for an and approved by the competent extraordinary reason which authority in charge of securities has been reported to and affairs in advance, the company approved by the competent participating in the share transfer authority in charge of shall convene the Board of securities affairs in advance, Directors meeting on the same the company participating in day. the share transfer shall convene the Board of Directors meeting on the same day. A company listed on the Stock 3. A company listed on the Exchange Corporation or traded Stock Exchange Corporation on the GreTai Securities Market or traded on the GreTai participating in merger, spin-off, Securities Market acquisition, or inward transfer of participating in merger, shares shall prepare integral spin-off, acquisition, or records to cover the information inward transfer of shares enumerated below in writing and shall prepare integral records shall archive such records for five to cover the information (5) years in order for future enumerated below in writing check. and shall archive such 1. Basic information of the records for five (5) years in personnel: Including the order for future check. titles, names, and national ID a. Basic information of the numbers (or passport personnel: Including the numbers in the case of titles, names, and national foreign nationals) of all ID numbers (or passport persons involved in the numbers in the case of planning of any merger, foreign nationals) of all spin-off, acquisition, or persons involved in the transfer of another planning of any merger, company’s shares or the spin-off, acquisition, or implementation of plan transfer of another thereof prior to disclosure of company’s shares or the

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Items Original Version Amended Version Reason implementation of plan such information. thereof prior to disclosure 2. Dates of material events: of such information. Including the signing dates b. Dates of material events: of any letter of intent or Including the signing dates memorandum of of any letter of intent or understanding, the memorandum of mandating of a financial or understanding, the legal advisor, the execution mandating of a financial or of a contract, and the legal advisor, the convening of a Board of execution of a contract, Directors meeting. and the convening of a 3. Material documents and Board of Directors minutes: Including the meeting. documents of the plan of c. Material documents and merger, spin-off, acquisition, minutes: Including the and share transfer plans, any documents of the plan of letter of intent or merger, spin-off, memorandum of acquisition, and share understanding, material transfer plans, any letter of contracts, and minutes of intent or memorandum of Board of Directors meetings. understanding, material contracts, and minutes of Board of Directors meetings. 4. A company listed on the A company listed on the Stock Stock Exchange Corporation Exchange Corporation or traded or traded on the GreTai on the GreTai Securities Market Securities Market participating in a merger, participating in a merger, spin-off, acquisition, or transfer spin-off, acquisition, or of shares shall, within two (2) transfer of shares shall, days immediate commencing within two (2) days from the date of a resolution immediate commencing from passed by the Board of Directors, the date of a resolution report the information set out in passed by the Board of subparagraphs 1 and 2 of the Directors, report the preceding paragraph to the information set out in competent authority in charge of subparagraphs 1 and 2 of the securities affairs for recording preceding paragraph to the and via the Internet-based competent authority in information system in the charge of securities affairs prescribed format. for recording and via the Internet-based information Where any of the companies system in the prescribed participating in a merger, spin-off, acquisition, or transfer

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Items Original Version Amended Version Reason format. of shares is neither listed on the 5. Where any of the companies Stock Exchange Corporation nor participating in a merger, traded on the GreTai Securities spin-off, acquisition, or Market, the company(s) so listed transfer of shares is neither or traded shall sign an agreement listed on the Stock Exchange with such company whereby the Corporation nor traded on the latter is required to abide by the GreTai Securities Market, the requirements as set forth under company(s) so listed or paragraphs 3 and 4 of this Article. traded shall sign an agreement with such company whereby the latter is required to abide by the requirements as set forth under paragraphs 3 and 4 of this Article. Article 26 These Procedures and any These Procedures and any In amendment hereto shall be amendment hereto shall be accordance submitted to the supervisors and submitted for approved by more with the submitted to the shareholder than half of the Audit Committee, setup of meeting for consent after being then sent to the Board of Independe resolved in the Board of Directors for approval, then nce Directors. In the event that a submitted to the Shareholders’ Directors director objects with record of Meeting for ratification. If any and Audit declaration in writing, all Director has objections, their committee. documents regarding objection by opinions should be included in The that director shall be handed over the minutes or in other written punctuatio to the supervisors. materials, and submitted to the n marks Where the Company has Audit Committee. and text established Independent The Board of Directors shall take corrections Directors, the Board of Directors the opinions of the Independent are shall take the opinions of the Directors into consideration while amended Independent Directors into discussing the aforementioned in accordance adequate consideration while issues. In the event that an discussing the aforementioned Independent Director utters with issues. In the event that an objection or reserved opinions, regulations Independent Director utters such objection or reserved . . objection or reserved opinions, opinions shall be expressly such objection or reserved entered into the board minutes. opinions shall be expressly Items in paragraph one shall be entered into the minutes of the agreed by more than two-third of Board of Directors meeting. Board of Directors or approved by more than half of all Audit committee with the results set forth in the minutes.

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Items Original Version Amended Version Reason The quorum shall be calculated based upon the total number of directors and committee members in office.

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Attachment 7 China Petrochemical Development Corporation Comparison between Original and Amendments to Procedures for Loans, Endorsements, and Guarantees Items Original version Amended version Reason Article 1 These Procedures are duly These Procedures are duly Regulatory enacted in accordance with the enacted in accordance with the agency title “Regulations Governing “Regulations Governing amended due Loaning of Funds and Making Loaning of Funds and Making to change in of Endorsements/ Guarantees of Endorsements/ Guarantees roles of the by Public Companies.” by Public Companies.” FSC starting Established by the Executive Established by the Financial on July 1, Yuan Financial Supervisory Supervisory Commission 2012. Commission (FSC). Any (FSC). Any matters which are matters which are not not provided herein shall be provided herein shall be subject to the relevant laws subject to the relevant laws and regulations. and regulations. Article 2 "Subsidiary" and "parent "Subsidiary" and "parent In company" as referred to in company" as referred to in accordance these Regulations shall be as these Regulations shall be as with determined under the determined under the regulatory Regulations Governing the Regulations Governing the decree Preparation of ROC Preparation of Financial number Accounting Research and Reports by Securities Issuers. 1010029874, Development Foundation The company’s financial issued July 6, Statement of Financial reports are prepared according 2012. Accounting Standards No. 5, to the International Financial and 7. 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 3 The term "announce and The term "announce and Regulatory report" as used in these report" as used in these agency title Regulations means the process Regulations means the process amended due of entering data to the of entering data to the to change in information reporting website information reporting website roles of the designated by the Executive designated by the Financial FSC starting Yuan Financial Supervisory Supervisory Commission on July 1, Commission (FSC). (FSC). 2012. “Date of occurrence” in

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these Regulations 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 4 The Company will not make The Company will not make Regulatory loans to others; therefore will loans to others; therefore will agency title not formulate procedures for not formulate procedures for amended due loaning funds. loaning funds. to change in If the Company’s subsidiary If the Company’s subsidiary roles of the intends to make loans to intends to make loans to FSC starting others, the company shall others, the company shall on July 1, instruct it to formulate its instruct it to formulate its own 2012. own procedures for loans to procedures for loans to third third parties in compliance parties in compliance with with these regulations, and these regulations, and after after ratification by the ratification by the shareholders’ meeting it shall shareholders’ meeting it shall comply with the procedures comply with the procedures when lending funds. when lending funds. Article 6 The Company’s subsidiary The Company’s subsidiary In should report the previous should report the previous accordance month’s loan balances by the month’s loan balances by the with 5th day of each month to the 5th day of each month to the regulatory parent company’s parent company’s decree reinvestment department. The reinvestment department. The number reinvestment department shall reinvestment department shall 1010029874, announce and report the announce and report the issued July 6, previous month’s loan previous month’s loan 2012. balances of its head office and balances of its head office and subsidiaries by the 10th day of subsidiaries by the 10th day of each month. each month. If a subsidiary makes a loan to If a subsidiary makes a loan to others, it should report the others, it should report the amount and balance to the amount and balance to the parent company’s parent company’s reinvestment department reinvestment department before 5pm on the day of the before 5pm on the day of the loan is made. If the loans of loan is made. If the loans of funds reach one of the funds reach one of the following levels shall following levels shall announce and report such announce and report such event within two days from event within two days the date of occurrence: commencing immediately from the date of occurrence: 1. The aggregate balance of

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loans to others by the public company and its subsidiaries 1. The aggregate balance of reaches 20 percent or more of loans to others by the public the public company’s net company and its subsidiaries worth as stated in its latest reaches 20 percent or more of financial statement. the public company’s net worth as stated in its latest 2. The balance of loans by financial statement. the public company and its 2. The balance of loans by subsidiaries to a single the public company and its enterprise reaches 10 percent subsidiaries to a single or more of the public enterprise reaches 10 percent company’s net worth as stated or more of the public in its latest financial company’s net worth as stated statement. in its latest financial statement. 3. The amount of new loans 3. The amount of new loans of funds by the public of funds by the public company or its subsidiaries company or its subsidiaries reaches NT$10 million or reaches NT$10 million or more, and reaches 2 percent or more, and reaches 2 percent or more of the public company’s more of the public company’s net worth as stated in its latest net worth as stated in its latest financial statement. financial statement. The parent company shall The parent company shall announce and report on behalf announce and report on behalf of any subsidiary thereof that of any subsidiary thereof that is not a public company of the is not a public company of the Republic of China any matters Republic of China any matters that such subsidiary is that such subsidiary is required to announce and required to announce and report pursuant to report pursuant to subparagraph 3 of the subparagraph 3 of the preceding paragraph. preceding paragraph Article 8 The company may make The company may make In endorsements/guarantees for endorsements/guarantees for accordance the following companies: the following companies: with 1. A company with which 1. A company with which regulatory it does business. it does business. decree 2. A company in which 2. A company in which number the public company the public company 1010029874, issued July 6, directly and indirectly directly and indirectly holds more than 50 holds more than 50 2012. percent of the voting percent of the voting shares. shares. 3. A company that directly 3. A company that directly and indirectly holds and indirectly holds more than 50 percent of more than 50 percent of

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the voting shares in the the voting shares in the company. company. A company in which the A company in which the company holds, directly or company holds, directly or indirectly, 90% or more of the indirectly, 90% or more of the voting shares may make voting shares may make endorsements/guarantees for endorsements/guarantees for each other, and the amount of each other, and the amount of endorsements/guarantees may endorsements/guarantees may not exceed 10% of the net not exceed 10% of the net worth of the company, worth of the company, provided that this restriction provided that this restriction shall not apply to shall not apply to endorsements/guarantees endorsements/guarantees made between companies in made between companies in which the company holds, which the company holds, directly or indirectly, 100% of directly or indirectly, 100% of the voting shares. the voting shares. Where a public company Where a public company fulfills its contractual fulfills its contractual obligations by providing obligations by providing mutual mutual endorsements/guarantees for endorsements/guarantees for another company in the same another company in the same industry or for joint builders industry or for joint builders for purposes of undertaking a for purposes of undertaking a construction project, such construction project, or where endorsements/guarantees may companies in the same be made free of the restriction industry provide among of the preceding two themselves joint and several paragraphs. Capital security for a performance contribution referred to in the guarantee of a sales contract preceding paragraph shall for pre-construction homes mean capital contribution pursuant to the Consumer directly by the public Protection Act for each other, company, or through a such endorsements/guarantees company in which the public may be made free of the company holds 100% of the restriction of the preceding voting shares. two paragraphs. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the public company holds 100% of the voting shares.

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Article 10 The aggregate amount of The aggregate amount of In endorsements/ guarantees, endorsements/guarantees, accordance including parent and including parent and with subsidiaries must not exceed subsidiaries must not exceed regulatory 50% If the aggregate amount 50% If the aggregate amount decree of endorsements/guarantees of endorsements/guarantees number that is set as the ceiling for the that is set as the ceiling for the 1010029874, public company and its public company and its issued July 6, subsidiaries as a whole subsidiaries as a whole 2012. reaches 50% or more of the reaches 50% or more of the net worth of the public net worth of the public company, an explanation of company, an explanation of the necessity and the necessity and reasonableness thereof shall reasonableness thereof shall be given at the shareholders be given at the shareholders meeting. meeting.

The authorized limit on The authorized limit on endorsements/guarantee by endorsements/guarantee by the public company or any of the public company or any of its subsidiaries to any single its subsidiaries to any single entity shall not exceed 10% of entity shall not exceed 10% of the net worth on the most the net worth on the most current financial statements of current financial statements of the lending company. the lending company. The parent and subsidiary with The parent and subsidiary with net worth is lower than half of net worth is lower than half of its paid-in capital should its paid-in capital should carefully assess and receive carefully assess and receive necessity, reasonableness, necessity, reasonableness, Credit status and other risks. Credit status and other risks. In addition, subsidiary In addition, subsidiary companies that do not have a companies that do not have a par value or a par value other par value or a par value other than NT$10 will adhere to than NT$10 will adhere to Article 4 and calculated as Article 4 and calculated as paid in capital, which is share paid in capital, which is share capital plus additional paid in capital plus additional paid in capital minus premium paid. capital minus premium paid. Article 13 The company’s inside auditors The company’s inside auditors In accordance shall duly audit the Regulation shall duly audit the Regulation with the Governing Loaning of Funds Governing Loaning of Funds establishment and Making of and Making of of the audit Endorsement/Guarantees at Endorsement/Guarantees at committee. least quarterly and recorded in least quarterly and recorded in writing. It shall be informed to writing. It shall be informed to all supervisors instantly while Audit committee instantly there is Material while there is Material

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non-compliance. non-compliance. Article 15 If The Company’s subsidiaries If The Company’s subsidiaries make an make an Regulatory endorsement/guarantee it must endorsement/guarantee it must agency title examine whether it has examine whether it has amended due complied with the procedure complied with the procedure to change in and write an examination and write an examination roles of the report to the company’s report to the company’s FSC starting internal auditors for internal auditors for on July 1, reassessment at least every reassessment at least every 2012. In quarter. Before making any quarter. Before making any accordance endorsement/guarantee endorsement/guarantee with pursuant to Article 5, pursuant to Article 5, regulatory paragraph 2, a subsidiary in paragraph 2, a subsidiary in decree number which the public company which the public company 1010029874, holds, directly or indirectly, holds, directly or indirectly, issued July 6, 90% or more of the voting 90% or more of the voting 2012. shares shall submit the shares shall submit the proposed endorsement/ proposed endorsement/ guarantee to the public guarantee to the public company’s Board of Directors company’s Board of Directors for a resolution, provided that for a resolution, provided that this restriction shall not apply this restriction shall not apply to endorsements/guarantees to endorsements/guarantees made between companies in made between companies in which the public company which the public company holds, directly or indirectly, holds, directly or indirectly, 100% of the voting shares 100% of the voting shares Any endorsements made must Any endorsements made must consider the opinions of all consider the opinions of all Independent Directors, and Independent Directors, and include such opinions in the include such opinions in the board minutes. board minutes. Article 16 The company’s subsidiary The company’s subsidiary In accordance should report the previous should report the previous with month’s month’s regulatory endorsements/guarantees endorsements/guarantees decree number balances by the 5th day of each balances by the 5th day of each 1010029874, month to the parent month to the parent issued July 6, company’s reinvestment company’s reinvestment 2012. department If a subsidiary department If a subsidiary makes makes endorsements/guarantees, it endorsements/guarantees, it should report the amount to should report the amount to the parent company’s the parent company’s reinvestment department reinvestment department before 5pm on the day before 5pm on the day endorsements/guarantee is endorsements/guarantee is made. The company whose made. The company whose

- 85 - balance of endorsements/ balance of endorsements/ guarantees reaches one of the guarantees reaches one of the following levels shall following levels shall announce and report such announce and report such event within two days event within two days commencing immediately commencing immediately from the date of occurrence: from the date of occurrence:

1. The aggregate balance of 1. The aggregate balance of endorsements/guarantees by endorsements/guarantees by the public company and its the public company and its subsidiaries reaches 50 percent subsidiaries reaches 50 percent or more of the public or more of the public company’s net worth as stated company’s net worth as stated in its latest financial in its latest financial statement. statement. 2. The balance of 2. The balance of endorsements/guarantees by endorsements/guarantees by the public company and its the public company and its subsidiaries for a single subsidiaries for a single enterprise reaches 20 percent enterprise reaches 20 percent or more of the public or more of the public company’s net worth as stated company’s net worth as stated in its latest financial in its latest financial statement. statement. 3. The balance of 3. The balance of endorsements/guarantees by endorsements/guarantees by the public company and its the public company and its subsidiaries for a single subsidiaries for a single enterprise reaches NT$10 enterprise reaches NT$10 million or more and the million or more and the aggregate amount of all aggregate amount of all endorsements/guarantees for, endorsements/guarantees for, investment of a long-term investment of a long-term nature in, and balance of loans nature in, and balance of loans to, such enterprise reaches 30 to, such enterprise reaches 30 percent or more of public percent or more of public company’s net worth as stated company’s net worth as stated in its latest financial in its latest financial statement. statement. 4. The amount of new 4. The amount of new endorsements/guarantees endorsements/guarantees made by the public company made by the public company or its subsidiaries reaches or its subsidiaries reaches NT$30 million or more, and NT$30 million or more, and reaches 5 percent or more of reaches 5 percent or more of the public company’s net the public company’s net worth as stated in its latest worth as stated in its latest

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financial statement financial statement. The public company shall The public company shall announce and report on behalf announce and report on behalf of any subsidiary thereof that of any subsidiary thereof that is not a public company of the is not a public company of the Republic of China any matters Republic of China any matters that such subsidiary is that such subsidiary is required to announce and required to announce and report pursuant to report pursuant to subparagraph 4 of the subparagraph 4 of the preceding paragraph. preceding paragraph.

Article 17 The public company needs to The public company needs to In accordance exceed the limits set out in the exceed the limits set out in the with the Operational Procedures for Operational Procedures for establishment Endorsements/Guarantees to Endorsements/Guarantees to of the audit satisfy its business satisfy its business committee. requirements, and where the requirements, and where the conditions set out in the conditions set out in the Operational Procedures for Operational Procedures for Endorsements/Guarantees are Endorsements/Guarantees are complied with, it shall obtain complied with, it shall obtain approval from the Board of approval from the Board of Directors and half or more of Directors and half or more of the directors shall act as joint the directors shall act as joint guarantors for any loss that guarantors for any loss that may be caused to the may be caused to the company by the excess company by the excess endorsement/guarantee. It endorsement/guarantee. It shall also amend the shall also amend the Operational Procedures for Operational Procedures for Endorsements/Guarantees Endorsements/Guarantees accordingly and submit the accordingly and submit the same to the shareholders’ same to the shareholders’ meeting for ratification after meeting for ratification after the fact. If the shareholders’ the fact. If the shareholders’ meeting does not give meeting does not give consent, the company shall consent, the company shall adopt a plan to discharge the adopt a plan to discharge the amount in excess within a amount in excess within a given time limit. given time limit. Where as a result of changes of condition the entity for Any endorsements made must which an consider the opinions of all endorsement/guarantee is Independent Directors, and made no longer meets the include such opinions in the requirements of these board minutes. Regulations, or the amount of

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endorsement/guarantee Where as a result of changes exceeds the limit, a public of condition the entity for company shall adopt which an rectification plans and submit endorsement/guarantee is the rectification plans to all the made no longer meets the supervisors, and shall requirements of these complete the rectification Regulations, or the amount of according to the timeframe set endorsement/guarantee out in the plan. exceeds the limit, a public company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the timeframe set out in the plan.

Article 18 The company’s financial The company’s financial In accordance department and subsidiary department and subsidiary with shall duly discover shall duly discover regulatory Assessment or recognition of Assessment or recognition of decree number contingencies loss of contingencies loss of 1010029874, Endorsements/Guarantees in Endorsements/Guarantees in issued July 6, financial reports according to financial reports, and Provide 2012. IFRS NO.6, and Provide relevant information to the relevant information to the certified accountants for the certified accountants for the necessary audit procedures. necessary audit procedures. Article 19 The procedure shall duly The procedure shall duly In accordance approved by Board of approved by Audit committee with the Directors and submit to and submit to Board of establishment Supervisors and shareholder Directors for ratification and of the audit meeting for ratification , If any shareholder meeting for committee. director expresses dissent and approval, If any director recorded or while the issues is expresses dissent and recorded revised, the objection shall or while the issues is revised, send to the Audit Committee the objection shall send to the and submitted to the Audit Committee and shareholders for discussion. submitted to the shareholders for discussion.

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Attachment 8 China Petrochemical Development Corporation Comparison between Original and Amendments to Rules Governing the Proceedings of Shareholder Meetings

Items Original version Amended Version Reason Article 3 The Company shall prepare a The shareholders’ meeting To comply sign-in book so that the notice shall include the check-in with shareholders present at a time, report-in location, and amended shareholder meeting may sign other considerations to be sent regulations in thereon. A shareholder to shareholders together with amended may, as well, hand in a sign-in the attendance card. and card instead of signing in Registration shall be open at operational person. The number of shares least 60 minutes prior to the needs represented by attending start of the shareholders’ shareholders may be calculated meeting with the registration based on the sign-in book or the location clearly marked and sign-in cards. adequate qualified personnel A shareholder shall be allowed available for processing. to attend a shareholder meeting Attending shareholders shall only by presenting a present attendance cards with participation certificate, represented shares clearly participation sign-in card or marked. other certificate representing participation and shall, upon Shareholders should be issued attendance, present an identity an official attendance card by certificate ready for checking the Company, and present and verification. A solicitor original documents to attend the who solicits a proxy shall also shareholders’ meeting. have an identity certificate Shareholders attending on ready for checking and behalf of others must have a verification. proxy form along with official identification available for verification. To uphold Corporate Governance standards and protect shareholder rights, the Company shall establish Registration Procedures for attending shareholder meetings, and submit these procedures for approval by the Board of Directors.

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Article 4 The participation and voting by The participation and voting by To comply shareholders shall be duly shareholders shall be duly with calculated based on the number calculated based on the number practical of shares they hold. of shares they hold. needs for The number of shares The number of shares text represented by participating represented by participating correction. shareholders shall be calculated shareholders shall be calculated based on the sign-in book or the based on the attendance cards submitted sign-in cards added with the number of voting with the number of voting powers exercised in writing or powers exercised in writing or by electronic means. by electronic means. Article 6 The shareholder meeting shall The shareholder meeting shall To comply be duly chaired by the chairman be duly chaired by the chairman with Act if convened by the Board of if convened by the Board of amended. Directors. In the chairman’s Directors. In the chairman’s absence or unavailability, the absence or unavailability, the vice chairman shall chair the vice chairman shall chair the meeting on his behalf. In the meeting on his behalf. In the event that the vice chairman is event that the vice chairman is absent or unavailable as well, absent or unavailable as well, the chairman shall, in advance, the chairman shall, in advance, appoint a director to act in his appoint a director to act in his place. In the event that the place. In the event that the chairman does not appoint an chairman does not appoint an agent, one director shall be agent, one director shall be elected from among themselves elected from among themselves to act in his place. to act in his place. The terms of office shall more than 6 months and the person who shall be a managing director or director familiar with the operation of the company as if aforementioned chairman be vice chairman or chairman of the Board or corporate director. In the event that the shareholder In the event that the shareholder meeting is convened by a meeting is convened by a person outside the Board of person outside the Board of Directors, the shareholder Directors, the shareholder meeting shall be chaired by that meeting shall be chaired by that convener. In case of two or convener. In case of two or more conveners, one of them more conveners, one of them shall be elected from among shall be elected from among themselves to chair the meeting. themselves to chair the meeting. The Company may appoint the The Company may appoint the

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retained Attorney(s)-at-Law, retained Attorney(s)-at-Law, Certified Public Accountant(s) Certified Public Accountant(s) or relevant personnel to or relevant personnel to participate in a shareholder participate in a shareholder meeting as an observer. meeting as an observer. Article 8 The entire process of a The company shall record the To comply shareholder meeting shall be entire process of from accepting with Act sound recorded or videotaped reporting, meeting procedure so amended. and shall be archived for a as voting process. minimum of one year. In case Recorded or videotaped and of a lawsuit, such sound or shall be archived for a minimum video records shall be archived of one year. until the lawsuit is concluded. Article 16 The ballot inspector(s) and The ballot inspector(s) and To comply ballot recorder(s) of issues in a ballot recorder(s) of issues in with shareholder meeting shall be shareholder meeting shall be practical appointed by the chairperson. appointed by the chairperson. needs and The ballot recorder(s) may be The ballot recorder(s) may be Act selected from the Company’s selected from company’s stock amended. stock affairs department for affairs department for stock stock affairs but the ballot affairs but the ballot inspector(s) shall be selected inspector(s) shall be selected from the shareholders. from the shareholders. Unless otherwise provided for Unless otherwise provided for in law and the Company’s in law and company’s articles of Articles of Incorporation, incorporation, decisions at the decisions at the shareholder shareholder meeting shall be meeting shall be resolved by a resolved by a majority vote of majority vote of the the shareholders attending the shareholders attending the meeting. An issue is deemed meeting. An issue is deemed to have been duly resolved after to have been duly resolved after the chairperson enquires from the chairperson enquires from all participants but no objection all participants but no objection is heard. The validity of the is heard. The validity of the decision so resolved is equally decision so resolved is equally valid as a decision duly resolved valid as a decision duly resolved through the balloting process. through the balloting process. The recording procedure of The results of voting shall be issues of shareholder meetings reported on-the-spot in the shall be processing publicly in meeting and shall be recorded shareholder meetings and the into the minutes of the meeting. results including statistical weights shall be reported on the spot and shall be recorded into the minutes of the meeting.

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Attachment 9 China Petrochemical Development Corporation Comparison between Original and Amendments to Rules for Election of Directors and Supervisors

Items Original version Amended version Reason Article 1 Unless otherwise provided for Unless otherwise provided for In accordance in relevant laws and in relevant laws and with the regulations or the Company’s regulations or the company’s establishment Articles of Incorporation, the Articles of Incorporation, the of the audit Directors (hereinafter including Directors of the company shall committee. the Independent Directors) and be duly elected in accordance Supervisors of the Company with the Rules specified herein. shall be duly elected in accordance with the Rules specified herein. Article 2 Unless otherwise approved by Unless otherwise approved by In accordance the competent authority, the the competent authority, over a with the Company’s government or majority of the total number of establishment juristic (corporate) person Director seats shall not be of the audit shareholders shall not have served by the ones in the committee. their representatives relationship of a spouse or a concurrently elected or serving relative within the second as the Company’s Directors degree of kinship. and Supervisors. Unless otherwise approved by the competent authority, over a majority of the total number of Director seats shall not be served by the ones in the relationship of a spouse or a relative within the second degree of kinship. Unless otherwise approved by the competent authority, at least one seat among the Supervisors or among the Supervisors and Directors shall not be in the relationship of a spouse or a relative within the second degree of kinship. When any of the elected Directors or Supervisors does not meet the conditions of the two preceding paragraphs,

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Article 26-3 of the Securities and Exchange Act and other relevant laws and regulations shall apply. Article 3 The Company shall duly elect The Company shall duly elect In accordance Directors and Supervisors from Directors from persons with with the persons with disposing disposing capacity by the establishment capacity by the shareholder shareholder meeting. The of the audit meeting. The Company’s Company’s Independent committee. Independent Directors shall be Directors shall be duly elected duly elected under candidate under candidate nomination nomination system as set forth system as set forth under under Article 14-2 of the Article 14-2 of the Securities Securities and Exchange Act. and Exchange Act. The The Company’s shareholders Company’s shareholders shall shall elect Independent elect Independent Directors Directors from among the from among the candidates of candidates of Independent Independent Directors shown Directors shown on the on the candidate list candidate list promulgated by promulgated by the Company. the Company. The relevant The relevant matters and matters and compliance compliance required in the required in the Independent Independent Director election Director election shall be duly shall be duly handled in handled in accordance with the accordance with the Securities Securities and Exchange Act, and Exchange Act, Company Company Law, other relevant Law, other relevant laws and laws and regulations and orders regulations and orders promulgated by the competent promulgated by the competent authority. authority. The Company’s Independent The Company’s Independent Directors and non-independent Directors and non-independent Directors shall be elected Directors shall be elected together. The numbers of together. The numbers of Independent Directors and Independent Directors and non-independent Directors non-independent Directors elected shall be calculated elected shall be calculated respectively. respectively. Article 4 The Company’s Directors and The Company’s Directors shall In accordance Supervisors shall be duly be duly elected by means of with the elected by means of cumulative cumulative voting. Each establishment voting. Each common share common share with voting of the audit with voting right is entitled to right is entitled to the number committee. the number of ballots which of ballots which are equivalent are equivalent to the numbers to the numbers of Directors of Directors and Supervisors to and Supervisors to be elected. be elected. The ballots may The ballots may be used to

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be used to vote for one vote for one candidate or may candidate or may be divided to be divided to vote for several vote for several candidates. candidates. The number of shares held by The number of shares held by shareholders shall be pursuant shareholders shall be pursuant to the entries in the Company’s to the entries in the Company’s Register of Shareholders. Register of Shareholders. Article 5 The Company’s Independent The Company’s Independent In accordance Directors, non-independent Directors, non-independent with the Directors and Supervisors shall Directors shall be elected from establishment be elected from among the among the candidates who win of the audit candidates who win more more ballots represented by committee. ballots represented by voting voting rights in order of the rights in order of the overall overall numbers, within the numbers, within the quota quota pursuant to the Articles pursuant to the Articles of of Incorporation and relevant Incorporation and relevant promulgations of the promulgations of the Company. In the event that Company. In the event that two or more candidates win the two or more candidates win the same number of ballots and the same number of ballots and the number of candidates exceeds number of candidates exceeds the specified quota, the the specified quota, the candidates who win the same candidates who win the same number of ballots shall draw number of ballots shall draw lots to determine the election lots to determine the election results. In the event that a results. In the event that a candidate is absent, the candidate is absent, the chairperson may draw a lot for chairperson may draw a lot for and on his or her behalf. and on his or her behalf. Where a candidate is simultaneously elected both a Director and a Supervisor, he or she shall choose either Director or Supervisor at his or her discretion. The seat so vacated shall be filled by the candidate who wins the next greatest number of ballots. Article 6 The Company shall prepare The Company shall prepare In accordance election ballots of the number election ballots of the number with the equal to the number of the equal to the number of the establishment Director(s) or Supervisor(s) Director(s) that shall be of the audit that shall be elected, bearing elected, bearing the codes of committee. the codes of the shareholder the shareholder attendance attendance certificates and the certificates and the number of number of voting rights. The voting rights. The election

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election ballots shall be ballots shall be distributed to distributed to the common the common shareholders who shareholders who are present at are present at the shareholder the shareholder meeting. meeting. The names of the voters may The names of the voters may be entered into the ballots or be entered into the ballots or filled out with the attendance filled out with the attendance certificates codes instead. certificates codes instead. Article 7 Before the election process Before the election process To comply starts, the chairperson shall starts, the chairperson shall with the appoint a certain number of appoint a certain number of practical ballot inspectors and counters ballot inspectors and counters needs for to perform the respective to perform the respective operation duties. The ballot inspectors duties. The ballot inspectors Amendment. shall be selected from among shall be selected from among the shareholders. The ballot the shareholders. The ballot counters may be assigned to counters may be assigned from the Company’s agent for stock the Company’s stock affairs affairs. department for stock affairs. Article Upon completion of the ballot The counting procedure of the To comply 11 opening process, the ballot issues shall be process publicly with the inspector(s) shall check and in shareholder meetings, upon amendment verify the numbers of valid completion of the ballot of laws, ballots and invalid ballots and opening process, the practical enter the numbers of the valid Chairperson or the marshal needs for ballots and invalid ballots into appointed by Chairperson shall operation and the record and submit the announce the names of the the record to the chairperson. Directors and weights elected establishment The Chairperson shall in the election process at the of the audit announce the names of the meeting. committee. Directors and Supervisors elected in the election process at the meeting. Article The ballot inspector(s) shall The ballot inspector(s) shall In accordance 12 package the numbers of valid package the numbers of valid with the ballots and invalid ballots into ballots and invalid ballots into establishment separate envelopes and shall separate envelopes and shall of the audit jointly sign on the seal part of jointly sign on the seal part of committee. the envelopes, mark “Invalid the envelopes, mark “Invalid Ballots” onto the cover of the Ballots” onto the cover of the invalid ballot envelope and invalid ballot envelope and submit the envelopes to the submit the envelopes to the Company to archive. The Company to archive. The valid ballots and invalid ballots valid ballots and invalid ballots shall be archived for at least shall be archived for at least one year or, in the event that a one year or, in the event that a shareholder files a lawsuit shareholder files a lawsuit

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regarding the Directors and regarding the Directors Supervisors election in election in accordance with accordance with Article 189 of Article 189 of the Company the Company Law, those Law, those ballots shall be ballots shall be archived until archived until the conclusion of the conclusion of the lawsuit. the lawsuit. Article The Company shall issue The Company shall issue In accordance 13 “Notices of Being Elected” to “Notices of Being Elected” to with the the Directors and Supervisors the Directors who are elected establishment who are elected in the election in the election process. of the audit process. committee.

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Appendix 1 China Petrochemical Development Corporation Articles of Incorporation

Duly amended at the 28th amendment in the annual shareholder meeting convened on June 27, 2012

Chapter One: General Provisions

Article 1 This Company is duly incorporated under the name of “中國石油化學工業開 發股份有限公司” in Chinese and “China Petrochemical Development Corporation” in English.

Article 2 The scope of business of this Company shall be as follows: 1. To manufacture petroleum, sodium chloride, phosphoric acid and such chemicals and derivatives thereof. 2. To engage in the import and export, storage, delivery, purchase, and sale of the abovementioned products, raw materials, chemicals and chemical materials. 3. To engage in the purchase and sale, import and export of the abovementioned business related items and/or general items. 4. To provide technological services for the products (by-products), manufacturing process and operation of equipment as enumerated in the aforementioned paragraphs. 5. To engage in research and development for chemicals. 6. To buy, sell, classify categories and distribute goods (clothing, electric appliances, books, stationery, automobile and motorcycle products, household appliances, and recreational facilities). 7. To operate restaurants and hotel businesses. 8. To engage in such business of the design and sale of computer software and registration and processing of computer information. 9. To delegate construction firms to build commercial buildings, to lease and sell public condominiums, to delegate construction firms to build factories for general industrial use, to lease or sell warehouses, to accept the delegation from the government authority in charge of the industries to develop, lease, sell and manage industrial areas. 10. To invest in recreational resorts and golf driving ranges (not to exceed a maximum of five holes). 11. To invest and build parking facilities within urban planning areas.

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12. To invest in petroleum (gas) refilling stations to supply and sell gasoline, diesel, and liquefied petroleum gas for special purposes and concurrently invest in basic lubricating maintenance shops for automobiles and motorcycles. 13. To operate new power plant(s). 14. To undertake environmental protection projects (clean-away, disposal of general waste, general industrial waste, hazardous industrial waste and the engineering thereof). 15. To engage in the import and export and sale of feed and feed additives. 16. ZZ99999. In addition to the approved scope of business, the Company may engage in all businesses except those which are otherwise prohibited or restricted by law.

Article 3 The Company shall have its head office in Taipei City and may have its factories duly established in appropriate locations within the territory of the Republic of China, and may set up branches and/or business offices established at various locations inside or outside the territory of the Republic of China whenever the Company deems it necessary for the actual operation of business and the same has been approved by the Board of Directors.

Article 4 If the Company deems it is necessary to carry out its business, the Company may provide endorsements and guarantees and act as a guarantor. The total amount of the Company’s reinvestment may exceed 40% of the total paid-in capital. Any matters regarding the endorsement and guarantee and reinvestment shall be resolved by the Board of Directors.

Article 5 Public announcements of the Company shall be duly made in accordance with Article 28 of the Company Law and other relevant laws and regulations.

Chapter Two: Shares

Article 6 The total capital amount of the Company is thirty six billion New Taiwan Dollars (NT$36,000,000,000), which is divided into three billion six hundred million (3,600,000,000) shares with a par value of ten New Taiwan Dollars (NT$10) each and will be issued in installments by the Board of Directors. An amount of three hundred million New Taiwan Dollars (NT$300,000,000) from the above total capital amount divided into thirty million (30,000,000) shares with a par value of ten New Taiwan Dollars (NT$10) each are reserved for the issuance of employee stock options by installments by the Board of Directors.

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In compliance with related regulations to share repurchasing, the Board is authorized to buy back the issued shares per its discretion.

Article 7 The share certificates hereof shall be name-bearing certificates, duly signed by or affixed with seals by the Chairperson and a minimum of two Directors, and duly authenticated by the competent authority or the issuance registry institution accredited by the competent authority before issuance. The Company’s share certificates shall be duly issued in accordance with the requirements set forth under Articles 162, 162-1 and 162-2 of the Company Law.

Article 8 The Company shall take charge of stock affairs in accordance with the Company Law, “Regulations Governing Stock Affairs of Public Companies” and relevant laws and regulations.

Article 9 The Company’s issuance of new shares by means of increasing share capital shall be implemented in accordance with relevant laws and regulations, and 10%-15% of the total amount of the new shares shall be reserved for subscription by employees. The shares which are not subscribed to by the current shareholders may be open to public issuance or be subscribed by specific persons through negotiation.

Article 10 No registration of transfer of shares shall be made within sixty days (60) prior to an annual shareholder meeting, nor within thirty days (30) prior to a special (extraordinary) shareholder meeting, nor within five (5) days prior to the day on which dividend, bonus or other benefits is scheduled to be paid by the Company.

Chapter Three: Shareholder Meetings

Article 11 The shareholder meeting hereof is divided into the annual shareholder meeting and special shareholder meeting. The former shall be convened annually within six months from the closing of each fiscal year. The latter may be duly convened according to relevant laws whenever the Company deems necessary.

Article 12 The notices for shareholder meetings shall set out the discussion items at the meeting and be served to all shareholders through their addresses shown in the shareholder register thirty (30) days in advance of an annual shareholder meeting and fifteen (15) days in advance of a special shareholder meeting. Subject to the consent of the shareholders, the aforementioned notices may be served by electronic methods. Such notices may be duly served to shareholders who hold fewer than one thousand shares each by means of

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public announcement according to Article 26-2 of the Securities and Exchange Act. With respect to the discussion items at the meeting and if the law or regulation has provided otherwise, the laws shall prevail.

Article 13 Unless otherwise provided for in the Company Law, resolutions shall be adopted by a majority vote at a meeting which is attended by shareholders who represent a majority of the total issued shares.

Article 14 A shareholder of the Company shall have one vote for each common share he or she holds unless otherwise prescribed by law.

Article 15 A shareholder may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf. The use of the proxy mentioned in the preceding paragraph shall be complied with the Company Law, “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” and relevant laws and regulations.

Article 16 Where a shareholder meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson. During the Chairperson’s absence or unavailability for performance of duties for any reasons, the delegation shall be duly handled in accordance with Article 208 of the Company Law. Where a shareholder meeting is convened by a convener other than the Board of Directors, such meeting shall be chaired by the convener. In case of two or more conveners, one shall be elected or appointed from among themselves to chair the meeting.

Article 17 All resolutions passed at the shareholder meeting shall be recorded in the written minutes, which shall be signed or affixed with seal by the Chairperson and served to all shareholders within twenty (20) days after the meeting. The minutes, the attendance book and the proxies shall be duly archived by the Board of Directors according to the relevant laws. The minutes of the shareholder meeting mentioned in the preceding paragraph shall be duly produced and archived in accordance with Article 183 of the Company Law. The minutes of shareholder meeting, financial statements and the decisions regarding allotment of earnings or coverage of loss shall be duly distributed to the shareholders in accordance with Articles 183 and 230 of the Company Law.

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Article 18 A shareholder meeting shall be convened at the Company’s head office or any other place within the territory of the Republic of China as resolved by the Board of Directors.

Chapter Four: Directors and Supervisors

Article 19 The Company will have a Board of Directors consisting of nine Directors and three Supervisors. Each Director and Supervisor will serve an office term of three years and may be re-elected. Two Directors shall be independent. The Company’s Directors and Supervisors shall be elected through cumulative voting. The Company shall adopt candidate nomination system for the election of both Directors and Supervisors. Shareholders shall elect Directors and Supervisors from the list of candidates published by the Company. All procedures shall comply with related regulations of the Company Act and Securities and Exchange Act. The elections of Independent Directors and non-independent Directors shall proceed as one election, but the number elected shall be calculated separately.

The Board consists of directors. Pursuant to the Article 208-8 of Company Act, directors shall elect one chairman and one vice chairman. The total number of shares held by the entire board shall exceed the minimum requirements defined by related Securities and Exchange Act.

The Company may purchase liability insurance for the Directors and Supervisors to protect them against potential liabilities arising from exercising their duties.

Article 20 The duties of the Board of Directors are as follows: 1. Resolve the Company’s business policies. 2. Enact and amend rules regarding the Company’s organization, and incorporate and dissolve the Company’s branch(es). 3. Review the rules of endorsement, guarantee and other major regulations and agreements. 4. Resolve decisions regarding investment and reinvestment. 5. Appoint and discharge managers. 6. Review budgets and prepare financial statements. 7. In the shareholder meeting, propose amendments to the Articles of Incorporation, change in capital, dissolution, merger, acquisition and division of the Company.

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8. In the shareholder meeting, propose allotment of earnings and coverage of loss. 9. Enforce the decisions resolved in the shareholder meeting. 10. Resolve other major decisions and exercise other duties and obligations as granted by relevant laws and regulations and by the shareholder meeting.

Article 21 The Board of Directors meeting shall be convened once every three months at minimum. The notices of a Board of Directors meeting shall expressly indicate the subject(s) of the meeting and be served to all Directors and Supervisors seven days prior to the date scheduled for the meeting. In case of an emergency, a Board of Directors meeting may be convened at any time. Unless otherwise prescribed by law, a Board of Directors meeting shall be duly convened and chaired by the Chairperson. Upon the Chairperson’s leave, absence or unavailability for performance of duties, the delegation shall be duly handled at the meeting in accordance with Article 208 of the Company Law. The first Board of Directors meeting of every session shall be convened by the Director who wins the most ballots representing the voting rights during the election. The notices to the Board of Directors meeting mentioned in the preceding paragraph may be served in writing or by means of facsimile or e-mail.

Article 22 Unless otherwise provided for in the Company Law, decisions at the Board of Directors meeting shall be resolved by a majority vote in the meeting which is attended by Directors who represent a majority of the total number of Directors.

Article 23 A Director may duly authorize another Director by written proxy to attend a Board of Directors meeting and to exercise the vote for all the matters discussed in that meeting, provided that the authorized Director may only accept one representation.

Article 24 The Chairperson shall exercise its duties in accordance with relevant laws and regulations, the Company’s Articles of Incorporation, the decisions resolved at the shareholder meeting and Board of Directors meeting. The Chairperson is the representative of the Company.

Article 25 In the event that an Independent Director is terminated from his position with or without cause, the Board of Directors shall fill the vacant board seat during the next shareholders’ meeting.

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In the event that over one third of the Directors or all Independent Directors or all Supervisors are terminated from their positions, the Board of Directors shall call for a special shareholder’s meeting to fill the vacant board seats within sixty days from the inception of the termination.

The term for the elected Directors or Supervisors due to any of the above-mentioned scenarios shall be the remaining terms of the terminated Directors or Supervisors.

Article 26 The Supervisors shall have the following duties: 1. Supervise the business operations of the Company. 2. Investigate the Company’s business operations and financial status. 3. Audit the books and documents of the Company. 4. Audit books and documents prepared by the Board of Directors and submitted at the shareholder meeting, and report to the shareholder meeting. 5. Exercise other duties and obligations as granted by laws and regulations and by the shareholder meeting.

Article 27 The Supervisors shall exercise their duties in accordance with the relevant laws. A Supervisor may attend the Board of Directors meeting and comment on the discussed matters, but shall have no voting rights.

Article 28 The salary and remuneration of the Chairperson, Directors and Supervisors shall be duly proposed by the Company’s Remuneration Committee and submitted to the Board of Directors for final approval based on the extent of their participation in the business operations and the level of their contribution to the Company with reference to the international or domestic industrial standards. The organizational rules and regulations for implementing the duties of the Remuneration Committee mentioned in the preceding paragraph shall be duly enacted by the Board of Directors in accordance with Article 14-6 of the Securities and Exchange Act, other relevant laws and regulations and requirements of the competent authority.

Article 28-1 In view of the business confidentiality pertaining to general operations, production technologies, or formulation of raw materials which are vulnerable to be illegally replicated by our downstream customers and their affiliates into manufacturing processes resulting in unintended pricing or unfair market competition or the possibility that downstream customers might ally to control the supply of our products to the market, thus leading to involuntary price increases and hence causing financial loss, the Company shall enhance the

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regulations pertaining to the Directors and Supervisors represented by downstream customers or related parties to carry out their fiduciary duties in directorship and business confidentiality and internal control process to oversee related transactions, in order to protect the best interest of our shareholders.

Chapter Five: Managers and Other Employees

Article 29 Unless otherwise prescribed by law, the Company shall have one Chief Executive Officer (CEO), one General Manager and a certain number of Vice General Managers who shall be duly appointed, discharged and compensated in accordance with Article 29 of the Company Law, Article 14-6 of the Securities and Exchange Act and other relevant laws and regulations. Unless otherwise prescribed by law, the Board of Directors is authorized with full power to resolve various duties mentioned in the preceding paragraph, and the Board of Directors may authorize the Chairperson with full power to make the decision. Other employees shall be duly hired by the Chairperson and General Manager in accordance with relevant laws and regulations and the rules of the Company.

Article 30 If it is necessary for business operation, the Company may retain a certain number of consultants. The matters related to the engagement, discharge and compensation shall be proposed by the Chairperson and resolved by Board of Directors. The above resolution shall be adopted by a majority vote at the Board of Directors meeting which is attended by Directors who represent a majority of the total number of director seats.

Chapter Six: Accounting

Article 31 Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and shall forward the same to the Supervisors for auditing no later than the thirty (30) days prior to the meeting date of the annual shareholder meeting: 1. Business report; 2. Financial statements; 3. Proposals of profit allotment or loss coverage.

Article 32 The Company may duly use the reserve to distribute dividends, appropriate capital, and issue new shares in accordance with relevant laws and regulations. If the Company has profits for the concerning fiscal year, after payment of taxation, it shall offset the losses in previous years, and set aside a legal capital reserve and special capital in accordance with relevant laws and regulations or

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requested by the authorities in charge; and then, it shall set aside 2% of the balance as remuneration to the Directors and Supervisors, and 3% as bonus to the employees. With respect to any balance herein together with the undistributed accumulative profits in previous years, the Board of Directors shall prepare an allotment proposal and submit to the shareholder meeting for approval according to the following policy. The Company positions itself in the midst of a highly capital intensive, volatile and competitive industry. Where the Company is subject to the influence of the global economy and changes in industrial performance, the Company should take into account the Company’s business operations, capital needs and status of competition, interests of shareholders and the Company’s own financial planning in allotment of its profits. Under such circumstances, the Company may set aside the profits into a special reserve either in whole or in part to assure financial stability and sustainability. The Company may allot dividends in cash or stock. In the case that the allotment is made by way of stock dividend, the ratio for the stock dividend shall not exceed 50% of the total distribution unless the ratio of the Company’s total liabilities to total assets is equivalent or above 50% or otherwise prescribed in relevant laws and regulations.

Chapter Seven: Bylaws

Article 33 The Company’s Organization Rules shall be separately enacted by the Board of Directors.

Article 34 Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Law and relevant laws and regulations.

Article 35 These Articles were duly enacted on April 24, 1969 and were duly amended on December 20, 1973 as the 1st amendment; May 27, 1976 as the 2nd amendment; June 27, 1978 as the 3rd amendment; April 24, 1979 as the 4th amendment, April 22, 1980 as the 5th amendment; April 28, 1981 as the 6th amendment; May 8, 1982 as the 7th amendment; January 7, 1983 as the 8th amendment; April 1, 1983 as the 9th amendment; February 10, 1984 as the 10th amendment; February 28, 1991 as the 11th amendment; April 28, 1992 as the 12th amendment; April 15, 1993 as the 13th amendment; July 26, 1994 as the 14th amendment; October 28, 1994 as the 15th amendment; December 28, 1995 as the 16th amendment; June 7, 1997 as the 17th amendment; June 19, 1998 as the 18th amendment; May 24, 2000 as the 19th amendment; June 14, 2001 as the 20th amendment; June 26, 2002 as the 21st amendment; May 12, 2003 as the 22nd amendment; June 21, 2004 as the 23rd amendment; June 10, 2005 as the 24th amendment; June 30, 2006 as the 25th amendment; June 18, 2010 as the 26th amendment; June 24, 2011 as the 27th amendment; and June 27 , 2012 as the 28th amendment.

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Appendix 2 China Petrochemical Development Corporation Procedures for the Acquisition or Disposal of Assets

Duly amended and resolved at the annual shareholder meeting convened on June 27, 2012.

Article 1 These Procedures are created to conform to laws and decrees of “Procedures for Acquiring or Disposing of Assets,” in accordance with related Articles of Securities and Exchange Law. In the case that this disclosure is incomplete, all procedures shall be in accordance with related Articles of Securities and Exchange Law.

Article 2 The term “assets” as used in these Procedures is applicable within the scope enumerated below: 1. 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, etc. 2. Real estate (including inventories of construction enterprises) and other fixed assets. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Claims of financial institutions (including receivables, foreign exchange rebate, loans, and overdue receivables). 6. Derivatives. 7. Assets acquired or disposed of in connection with mergers, spin-off, acquisitions, or share transfer in accordance with law. 8. Other major assets.

Article 3 Term definitions used for these Procedures: 1. The term “Derivative Products” means forward contracts, options, futures, leverage contracts, or swaps, with worth derived from assets, interest rates, foreign exchange rates, indexes or other interests, and the hybrid contracts consisted by the above products, etc. The term “Forward Contracts” does not include insurance contracts, fulfillment contracts, after-sales service contracts, long-term lease contracts or long-term purchase or sale contracts. 2. The term “Assets Acquired or Disposed by Mergers, Splits, Acquisition or Shares Transference Pursuant to Laws” means assets acquired or disposed of by mergers, splits, acquisition or share transfer, pursuant to Enterprise Merger and Acquisition Law, Financial Holding Companies Law,

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Financial Institutions Merger Law or other laws; or share transfer from other companies by issuing new shares pursuant to the sixth paragraph of Article 156-6 of Company Law. 3. The term “related party” as used in these Procedures, means those parties which are provided pursuant to No. 6 of the ROC Statements of Financial Accounting Standards promulgated by the Accounting Research and Development Foundation of the Republic of China. 4. The term “subsidiary” as used in these Procedures, is pursuant to No. 5 and No. 7 of the ROC Statements of Financial Accounting Standards promulgated by the Accounting Research and Development Foundation of the Republic of China. 5. The term “professional appraisal institutions” as used in these Procedures, means a certified appraiser or a company in the business of appraising real property or other fixed assets. 6. The term “date of occurrence” refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards 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. 7. The term “investments in China” means investments made in accordance with “The Approval Guidelines for the Investment and Technology Outsourcing in China” by the Investment Commission of Ministry of Economic Affairs, R.O.C. 8. The term of “government authorities” means the government entities in charge of the Stock and Exchange Act.

Article 4 Authority for approval, appraisal, procedures, transaction terms, and decision making processes of evaluation and management for the acquisition or disposition of assets: 1. The acquisition or disposition of real estate and other fixed assets: a. Authority for approval, evaluation and management shall be in accordance with CPDC’s internal regulations “The Chart of Authority of BOD and Managers,” “The Level of Authority for Managers Junior to COO Position,” “Fixed Assets Management” and Article 7 of this procedure. b. Procedures to determine transaction terms shall be determined by reference to market value, government published value, recent market transaction price or the report issued by a certified appraiser. Final prices shall be carried out by one of the following: price inquiry, price comparison, price negotiation, or bidding.

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c. Operation Department: In charge by the department of Real Estate and Fixed Asset Management. 2. Acquisition or disposition of securities: a. Authority of approval, evaluation and management shall be in accordance with CPDC’s internal regulation “The Chart of Authority of BOD and Managers,” “The Level of Authority for Managers Junior to COO Position” and Article 8 of this procedure. b. Procedures to Determine Transaction Terms: 1. For securities purchased and sold on a centralized exchange market or OTC exchange, the price shall be decided by the market price at the time of the transaction. 2. For securities not acquired or disposed of on a centralized exchange market or OTC exchange, the price shall be determined by reference to net value per share, profitability, future development potential, financial analysis reports, interest rate, bond yield or price, and credit of debt issuers. 3. For the acquisition or disposition of membership certificates, the price shall be integrally evaluated by reference to future anticipated added-value and produced benefit. c. Operation Department: 1. The acquisition or disposition of securities not related to working capital needs: 1. The acquisition or disposition of strategic investment securities shall be under the control of the Business Planning Department, which shall follow all procedures for receiving approval from senior managers, and shall be executed by the Investment Department. 2. The acquisition or disposition of non-strategic investment securities shall be under the control of the Investment Department, which shall conduct a thorough evaluation before acquisition or disposition. 2. The acquisition or disposition of securities related to working capital needs shall be under the control of the Finance Department. 3. The acquisition or disposition of membership certificates or intangible assets shall be under the control of related departments. 3. Acquisition or disposition of the debt of financial institutions: In general, the Company does not invest in the debt of financial institutions. If the policy changes in the future, the investment shall receive BOD’s approval before evaluating the processes and related procedures.

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Article 5 Terms used in these Procedures is defined as follows: 1. The author of the appraisal reports issued by certified appraiser or other analysis reports issued by Certified Public Accountant (CPA), attorney, or security brokers shall not be a related party. 2. Unless otherwise provided for by other laws, the Company’s departments engaging in the acquisition or disposition of assets shall retain the relevant contracts, meeting minutes, registry, appraisal report, and the opinion books by accountants, attorneys or security underwriters for at least 5 years. 3. Court documents can be substituted for reports issued by a CPA or certified appraiser if the assets are acquired through court auction. 4. The acquisition or disposition of assets shall be approved by the Board. If any director expresses disagreement with the Board’s decision in writing or at the Board meeting, the written documents shall be presented to the Supervisors. As the Board now has Independent Directors, the Board shall keep comprehensive records in the meeting minutes if any Independent Director’s decision is different from the Board’s. 5. The transaction price mentioned in Articles 7 and 8 of these Procedures shall be pursuant to Article 6-2 and the term “within one year” as used means dating back for one year from the date of acquiring or disposing of the asset. The CPA’s or certified appraiser’s opinions on the transaction prices included in the analysis or appraisal reports can be exempted if the prices are derived in accordance with these Procedures.

Article 6 For acquisition or disposal of assets, provided that one of the following conditions exists, the Company shall announce and file the relevant data and information to the FSC’s designated website within two days after its occurrence: A. Acquired or disposed of fixed assets or other assets from any related party when the transaction amount was over twenty percent of the Company’s capital, ten percent of total assets or NT$300,000,000. Nonetheless, the transactions of government bond or bonds with Reverse Repurchase or Sell Agreements are excluded. B. Acquired or disposed of assets due to merger, acquisition, split, or share transfer. C. Acquired or disposed of assets due to the loss from engaging in derivative transactions when the loss reaches the upper limits set by the prescribed procedure. D. In addition to the three aforementioned items, if the amount of the disposal of the debt of financial institutions or investments in China exceeds twenty percent of paid-in capital or NT$300,000,000; however, not included otherwise provided below: 1. Transactions of government bonds,

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2. Purchase or sale of securities from foreign stock exchanges or brokerage firms overseas, 3. Transactions of bonds with Reverse Repurchase or Sell Agreements, 4. Machinery or equipment that are categorized as assets acquired or disposed of for business use, where the transaction counterparty is not a related party, and the transaction amount has not exceeded NT$500 million, 5. Acquisition or disposal of the fixed assets of a publicly traded company whose primary business operation is construction or development and is not categorized as related party and the transaction amount is below NT$500 million. 6. Real estate acquired by the Company by the ways of mandating others to build on its land, cooperatively building with others to split the units, cooperatively building with others to acquire a proportion of profits, or cooperatively building with others to separately sell the units, where the transaction amount has not exceeded NT$500 million (when the calculation is based on the anticipated amount invested by the Company). The transaction amounts in the preceding paragraph are calculated in accordance with the methods provided below: 1. each single transaction amount, 2. The transaction amount accumulated within one year with the same counterparty in the acquisition or disposition of the targeted assets with the same nature, 3. The amount accumulated (the amounts for acquisition and disposition are separately accumulated) within one year of the acquisition or disposition of the same real estate in a development plan, 4. The amount accumulated (the amounts for acquisition and disposition are separately accumulated) within one year in the acquisition or disposition of the same securities. The aforementioned one year period dates from the date of the concerned transaction; the announcement period is exempt from counting in again. The Company shall record on a monthly basis the transactions in derivative products engaged by it and its subsidiaries not categorized as domestic public companies. The Company shall enter the records for the previous month in accordance with the stipulated form on the FSC’s designated website for filing information before the 10th of each month. Where any item required to be placed into a public announcement pursuant to these provisions is incorrect or not placed in the announcement and it is required to be supplemented, the whole announcement shall be remade and placed into a public announcement and reported to the competent authority by the Company.

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After announcing and filing the transaction in accordance with the provisions, provided that one of the following conditions exists, the Company shall announce and file the relevant data and information to the FSC’s designated website within two days after its occurrence: (1) Where the executed relevant contracts of the original transaction have been changed, terminated or ceased. (2) Where mergers, splits, acquisition or share transfers have not been completed in accordance with the anticipated timeframe set in the contracts. (3) Changes are made after publicly announcing and filing transactions.

Article 7 In acquiring or disposing of real estate or other fixed assets by the Company, unless otherwise transacting with a government institution, commissioning others to build on its own land, leased land by appointing a constructor, or acquiring or disposing the machines and equipment for business use, and the transaction amount reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, the Company shall obtain an appraisal report issued by a professional appraisal institutions, and comply with the following provisions by the occurrence date of event: 1. Due to special circumstances, where a limited price, specified price or special price is deemed as the basis of reference for the transaction price, this transaction shall be reported to and decided by the Board of Directors. If there is any change in the transaction conditions, the procedures herein above shall apply. 2. If the transaction amount is more than NT$ 1 billion, two or more professional appraisal institutions must be retained for the appraisal. 3. An accountant’s opinions on the differentiation and appropriateness of the transaction price is required if any one of the conditions below has occurred except when the appraised values for the acquired assets are higher than the actual transaction values or the appraised values for the assets disposed of are lower than the actual transaction values: A. The difference between the appraisal amount of the appraisal institutions and the transaction amount is 20% of the transaction amount or more;. B. The difference between the appraisal amounts of two or more appraisal institutions reaches 10% of the transaction amount or more. 4. If the appraisal by the certified appraiser is conducted before the execution of the contract, the dates between the appraisal report issued and the contract executed shall not be more than three months; however, if the announced present value of the same period is applicable and is not more than six months, the original appraisal institution may issue the opinion. 5. For the construction industry, the transaction price shall refer to limited prices, given prices, or special prices. If there are legitimate reasons that the appraised assets cannot be acquired in time, the Company shall receive the

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accountant’s opinions pursuant to Item 3 of this Article and the appraisal report within two weeks from the date of the occurrence of the event.

Article 8 In acquiring or disposing of securities, the Company shall determine the price by reference to the evaluation of the financial statements audited by CPA. In addition, if the transaction amount is over twenty percent of paid-in capital or NT$300 million, accountant’s opinions on the reasonableness of the transaction price are required before the occurrence date of the transaction. Provided that additional professional advice is needed, the accountant shall follow No. 6 of the ROC Statements of Financial Accounting Standards promulgated by the Accounting Research and Development Foundation of the Republic of China. Securities with liquid trading volume or compliance with government regulations are exempted. In acquiring or disposing of membership certificates or intangible assets with a transaction amount over twenty percent of paid-in capital or NT$300 million, the Company shall require a CPA’s opinions on the reasonableness of transaction price before the occurrence date of the transaction. Accountant shall provide opinions pursuant to No. 20 of the ROC Statements of Financial Accounting Standards promulgated by the Accounting Research and Development Foundation of the Republic of China.

Article 9 In addition to following the regulations pursuant to Articles 7 and 8 of these Procedures, the Company must submit the information listed below to the Board for approval of the Directors and ratification by the Supervisors before its execution of, or delivery of payments on, a transaction with a related party, involving the purchase or disposition of real estate or other assets with total transaction values over twenty percent of paid-in capital, ten percent of total assets or NT$300 million. As the Board now has Independent Directors, if an Independent Director’s opinion is different from the Board’s, the opinions shall be included in the records of meeting minutes. 1. The purposes, necessity, and anticipated benefits of the acquisition or disposition of the assets; 2. The reasons for selecting the related persons as the transaction party; 3. Relevant information for evaluating the reasonableness of the anticipated transaction conditions pursuant to the provisions of Items 2 and 3 of this Article and Article 10-1 4. Items such as the date and price originally acquired by the related party or the transaction counterparty and its relations between the Company and the related party; 5. The forecasting chart for cash received in each month for one year in the future from the anticipated month of contract execution, with an evaluation of the necessity of the transaction and the reasonableness of the fund usage

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6. Pursuant to the provisions of Article 7 or 8 of this Procedure, the Company shall acquire accountant’s opinions or appraisal reports for transactions with values over ten percent of total assets 7. Conditions and other important agreed items of the transaction. The calculation of the total values of the transactions mentioned above related to the acquisition or disposition of assets with a total value exceeding twenty percent of paid-in capital, ten percent of total assets or NT$300 million shall be pursuant to the provisions of the Article 6-2 of these Procedures. The one year period dates from the date of the concerned transaction; the period during which the transaction is submitted to the Board of Directors for approval and Supervisors for ratification shall be exempted. In acquiring or disposing of assets, the Company shall determine if the transaction party is related from both perspectives of legal and material relationships. If the Company enters into a transaction with a related party to acquire or dispose of assets, it shall follow the procedures listed below to justify the reasonableness of the transaction costs and consult with a CPA for appraisal and professional advice. A. Based upon the related party’s transaction price plus necessary interest on funding and the cost to be borne by the buyer according to law. The “necessary interest on funding” is imputed as the weighted average interest rate of the funds borrowed by the Company in the year of purchase of the asset. B. Total loan value appraised by a financial institution if such object has been mortgaged to the financial institution for a loan; provided that the actual cumulative amount loaned by the financial institution for the object shall reach 70% or more of the appraised total value and the loan period is more than one year. However, this shall not apply if the financial institution or either party of the transaction are related parties. Where the land and the buildings on the property are combined for the purchase, the cost of the transaction may be reached by respectively evaluating such land and buildings based on either method described above Where one of the following occurrences exists in the Company’s purchase of the real estate from the related party, the transaction is exempt from the application of the preceding four paragraphs; however, the Article 12 shall still apply: A. The related party acquired real estate by inheritance or as a gift. B. Between the signing date of the related party’s receipt of the real estate and the signing date of the current transaction, five years has passed. C. Real estate is acquired by a joint construction contract executed with the related party. If the Company engages with its subsidiary for the acquisition or disposition of machinery, the Board shall authorize the Chairman to make decisions with the authority to approve the transaction under a limited or pre-approved amount of

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value. The Chairman may report to the Board after the transaction for ratification.

Article 10 Where the Company acquires real estate from a related party, in the event that the result of the appraisal conducted in accordance with Paragraph 2 of the preceding Article is lower than the price of transaction price in all cases, the Company shall carry out the acquisition in accordance with Paragraph 2 of this Article. The requirements do not apply to any of the following situation where the Company has provided objective proof and opinions from the Certified Public Accountant for the reasonableness: 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: A. Where the undeveloped land is duly appraised by law, and the buildings according to the related party’s construction cost plus reasonable construction profit, the total value thereof exceeds the actual transaction price. The term “reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division for the most recent three (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. B. The completed transactions of other floors of the same property or adjacent area by unrelated parties within the preceding year, where the terms of the transactions are similar and the reasonable price discrepancies of different floors or land area with market practice have been taken into consideration. C. The completed leases by unrelated parties for other floors of the same property within the preceding year, where the terms of the leases are similar after considering the reasonable price discrepancies among floors in accordance with market practice.

2. The Company provides evidence to prove that the terms of the transaction for property purchased from the related parties are similar to those completed transactions for adjacent area by unrelated parties within the preceding year, and the area of the property thereof are similar. The aforementioned term “completed transactions for adjacent area” 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 to the latest official land price promulgated by the government. The term “the area of the property thereof are similar” in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction. The term “within the preceding year” refers to the year retrospectively preceding the date of occurrence of the acquisition of the real estate.

Where the Company acquires real estate from a related party, in the event that the results of the appraisal conducted in accordance with Paragraph 2 and

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Paragraph 3 of Article 9 and Paragraph 1 of this Article are lower than the transaction price in all cases, the Company shall take the following actions: A. A special reserve shall be set aside according to Paragraph 1, Article 40 of the Securities and Exchange Act against the difference between the real estate transaction price and the appraised value, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve required by law shall be set aside pro rata to the shareholding in accordance with Article 40-1 of the Securities and Exchange Act. B. Supervisors shall take actions in accordance with Article 218 of the Company Law. C. Actions taken pursuant to the two preceding paragraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and prospectus. Where the Company has set aside a special reserve under the preceding paragraph, the Company shall not utilize the special reserve until it has recognized a loss or 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 Financial Supervisory Commission, Executive Yuan has given its consent. Where the Company obtains real estate from a related party, it shall also comply with Paragraphs 2 and 3 of this Article if there is other evidence indicating that the acquisition was not an “arm’s-length transaction”.

Article 11 Where information required to be publicly announced and reported on acquisitions and disposals of assets by a subsidiary of the Company that is not a public company in Taiwan itself shall be reported by the Company. The standard reaching 20% of paid-in capital shall refer to the Company’s paid-in capital. Where a subsidiary of the Company acquires or disposes of assets, the Company shall urge that subsidiary to duly enact “Procedures for the Acquisition or Disposal of Assets” and shall further urge that subsidiary to enact and enforce the “Procedures for the Acquisition or Disposal of Assets” to make sure that the Procedures are consistent with the relevant rules and regulations of the competent authority in charge of securities affairs or the assets so acquired or disposed of are satisfactory to the requirements under the operating procedures so enacted. That subsidiary shall work out the examination report and submit it to the Company’s internal auditor(s) for recheck or audit on an annual basis as the minimum.

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Article 12 The Company and the Company’s subsidiary(ies) may purchase real estate not for business use or securities of the total amount thereof and the limits of investment in respective securities are enumerated below: 1. The total amount of the real estate purchased not for business use shall not exceed 30% of the shareholders’ equity of the Company. 2. The total amount of the securities purchased shall not exceed the shareholders’ equity of the Company and shall satisfy the latest requirements promulgated by the respective competent authorities. The limit of investment in the individual securities shall not exceed 20% of the shareholders’ equity of the Company.

Article 13 The Company shall comply with the following transaction principles and policies when engaging in transactions of derivatives financial products: 1. Categories of transactions: a. The derivatives financial products the Company engages in include forward contracts, optional contracts, futures contracts, swap contracts the values of which derive from assets, interest rates, exchange rates, indices or other interests and the compound contracts composed of the aforementioned products. b. The term “forward contracts” mentioned in the preceding paragraph excludes insurance contracts, contract performance agreements, after-sales services contracts, long-term lease agreements and long-term purchase (sales) contracts. 2. Business operation (hedging) strategies: The transactions of derivatives financial products conducted by the Company shall be primarily related to risk exposure position of the revenues and expenditures, assets, liabilities, shareholders’ equity yielded from the Company’s business operation. 3. Division of authorizations and responsibilities: a. The Company shall not engage in transactions of derivatives financial products unless approved by the competent superintendents or Board of Directors in accordance with the “Table of Division of Authorizations and Responsibilities Division of the Board of Directors and Managerial Officers” and “Table of Echelon of Responsibility of the Levels below the General Manager.” b. Where the Company engages in transactions of derivatives financial products, the personnel for transaction, personnel in charge of confirmation, and personnel in charge of settlement shall be served by the full-responsibility personnel assigned by the chairman or general manager. Moreover, where the Financial Department engages in transactions of derivatives financial products, the personnel in charge of transaction, personnel in charge of confirmation, and personnel in charge of settlement shall be assigned by the Vice President of Finance.

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c. Where the Company engages in transactions of derivatives financial products which are related to the Company’s own products, raw materials or materiel, the Sales Department, Procurement Department or other assigned department(s) shall take charge as supported by the Financial Department. Where the Company engages in transactions of derivatives financial products which are related to interest rates or exchange rates, the Financial Department shall take charge. 4. Public notice and declaration of information: Public notice and declaration of information shall be duly handled in accordance with Chapter Three of the Regulations to Acquire or Dispose of Assets by Public Companies” enacted by the competent authority in charge of securities affairs, the provisions regarding promulgate of information to public: a. In the event where the loss resulted from the transactions of derivatives financial products reaches the aggregate or individual limit specified in the Procedures for all contracts or individual contract, public notice and declaration shall be made within two days after occurrence of the event. b. The balance information of transactions of derivatives financial products conducted in the preceding month shall be publicly noticed, declared no later than the 10th of every month. 5. Key points of performance evaluation: The accounting unit of the Financial Department shall work out statements of the positions, submit them to the high ranking superintendents authorized by the Board of Directors, the general manager, and chairman for reference and shall report to the Board of Directors on a monthly basis. a. Hedging transactions: The profit / loss resulted from the differences between the acquisition costs of the hedged items and the transactions of derivatives financial products shall be taken as the basis for evaluating performance. b. Specific-purpose Transactions: The actually incurred profit / loss shall be taken as the basis for evaluating performance. 6. Setting of the total contract amount and maximum limit of loss: a. Hedging operation: The total amount of hedging contracts shall not exceed the anticipated net portion of the account receivables yielded from business operation or the net position after asset and liabilities offsetting for the next six months. No stop-loss limits shall be set for hedging transaction. b. Specific-purpose operation: The total amount of transactions of specified purposes shall not exceed the total amount of the items of transaction for the specified purposes.

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Transactions in such category are aimed at specified purposes and have definite hedging positions. No limit of stop-loss shall be fixed. c. Trading-purpose operation: The Company does not engage in trading-purpose operation.

Article 14 The Company shall take the following risk control measures while engaging in transactions of derivatives financial products: 1. The scope of risk management includes: a. Credit risk management: In principle, the counterparties for transactions shall be domestic financial institutions with sound credit standing or internationally renowned financial institutions which can provide professional information. b. Market price risk management: In principle, the market chosen shall be where the price quotation information is adequately open. The Company shall check and verify the changes in market rates and conditions of the positions from time to time. c. Liquidity risk management: The products chosen for transactions shall be primarily the derivatives financial products prevalent in the international community, with high liquidity and large transaction volume which could be put into transaction at any time. d. Cash flow risk management: The Company shall assess cash flow on a regular basis to maintain adequate quick assets and credit limits for financing to meet the need of capital for settlement and to assure the stability in capital turnover. e. Operation risk management: The authorized amount set by the Company and the operational procedures shall be complied with, of which should be included into the internal audit range. Each and every operation shall receive authorization and superintendence from the superior superintendents. f. Legal risk management: The documents to be signed by the Company with the transaction counterparts shall not be officially executed unless reviewed by the specialized personnel of the Legal Department or department of related business, and the head(s) of the responsible department(s). 2. Where the Company engages in transactions of derivatives financial products, the personnel in charge of confirmation and settlement, etc., shall not concurrently serve on two or more positions. The notices for assignment or discharge of the personnel in charge of transactions and confirmation shall be informed to the transaction counterparts before the date of effect so as to preserve the Company’s interests. 3. The personnel in charge of measuring, superintendence and control over the risks, shall come from different departments against the personnel mentioned in the preceding paragraph and shall report to the Board of Directors or to the

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high-level superintendents who are not responsible for decision-making of transaction or positions. 4. The departments in charge of the transactions of derivatives financial products shall cooperate with the Financial Department to assess the transaction of derivatives financial products. The positions of transaction of derivatives financial products held by the Company shall be assessed on a weekly basis at the minimum, provided, that hedging transaction conducted for need of business operation shall be assessed at the minimum of twice per month. The assessment reports shall be submitted to the high level superintendent(s) authorized by the Board of Directors.

Article 15 The superintendence, management over the transactions of derivatives financial products conducted by the Company and the internal audit system thereof: 1. For the transactions of derivatives financial products conducted by the Company, the Board of Directors shall conduct superintendence and management based on the principles below: a. Whether the high level superintendent(s) authorized by the Board of Directors and the general manager have been attending the risks supervision and risk management of the transactions of derivatives financial products. b. Whether the high level superintendent(s) authorized and the general manager have duly assessed the performance of the transaction of derivatives financial products to make sure the transaction has been consistent with the established managerial strategies, and the risk undertaken has been within the Company’s tolerance. 2. The high level superintendent(s) authorized by the Board of Directors and the general manager of the Company who engage in transactions of derivatives financial products shall render management in accordance with the principles below: a. They should conduct assessment on a regular basis to make sure whether the risk management measures currently adopted are appropriate, and whether the transactions of derivatives financial products have been conducted exactly in accordance with the requirements set forth under “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and the Company’s Procedures in Transaction of Derivatives Financial Products. b. They should superintend the transactions and profit /loss thereof and shall take the necessary countermeasures and report to the Board of Directors immediately whenever abnormalities are noticed. 3. Where the Company engages in transactions of derivatives financial products, the Accounting Unit of the Financial Department shall have a memo to record the matters as required under the laws and regulations

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concerned. Such memorandum books shall be archived within the duration as required by law. 4. The internal auditors of the Company shall look into the appropriateness of the internal control over the transaction of derivatives financial products on a regular basis, audit the compliance of the processing procedures, and work out audit reports about the findings and results on a monthly basis. Whenever a major violation is noticed, the internal auditors shall inform all supervisors in writing.

Article 16 In the event that a subsidiary of the Company intends to engage in the transactions of derivatives financial products to meet the business need: 1. That subsidiary shall, in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” promulgated by the competent authority in charge of securities affairs, enact the processing procedures over transaction of derivative financial products and shall not start transaction of derivative financial products until such procedures pass the resolution by the Board of Directors and the shareholder meeting. 2. That subsidiary shall, at the minimum of once per annum, inspect by itself whether the transaction of derivative financial products has been duly conducted in accordance with the processing procedures over transaction of derivative financial products enacted itself and shall submit the self-inspection report to the internal auditors of the Company for recheck and/or audit. 3. Where the subsidiary of the Company is not a public company in Taiwan: a. Where the loss resulted from the transactions of derivatives financial products reaches the aggregate or individual limit set forth under its own processing procedures over transaction of derivatives financial products for all contracts or individual contract, such subsidiary shall provide with the Investment Management Department of the Company the relevant information for compiling. The Company shall make public notice on behalf of its subsidiary within two days starting from occurrence of the event. b. The subsidiary shall provide with the Investment Management Department of the Company the information of balance of transactions of derivatives financial products conducted in the preceding month not later than the 5th day of every month for compiling. The Company shall, in turn, make public notice and reporting of the compiled information of balance of transactions of derivatives financial products conducted by the company and its subsidiary in the preceding month not later than the 10th day of every month.

Article 17 Where the Company conducts a merger, spin-off, acquisition, or inward transfer of shares, the department in charge shall, prior to convening the Board of Directors to resolve on the matter, engage a Certified Public Accountant,

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Attorney-at-law, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other assets to shareholders, and submit it to the Board of Directors for discussion and resolution.

Article 18 The Company shall prepare a public report to shareholders detailing major contents of contracts and matters relevant to the merger, spin-off or acquisition prior to the shareholder meeting and include it along with the expert opinions set forth under the preceding Article when sending notification of the shareholder meeting to all shareholders for reference in deciding whether to approve the merger, spin-off or acquisition. Provided, that convening of the shareholder meeting may be exempted for the merger, spin-off or acquisition in accordance with other laws and regulations concerned, aforesaid shall not apply. In the event that a company participating in the merger, spin-off or acquisition fails to convene a shareholder meeting or reach a resolution due to inadequate quorum, voting rights or other restriction by law, or the proposal of merger, spin-off or acquisition is vetoed in the shareholder meeting, that company participating in the merger, spin-off or acquisition shall make public statement on the reasons of such events, the subsequent measures and the date scheduled to convene the next shareholder meeting immediately.

Article 19 Unless otherwise prescribed by law or except for an extraordinary reason which has been reported to and approved by the competent authority in charge of securities affairs in advance, the company participating in the merger, spin-off or acquisition shall convene the Board of Directors meeting on the same day for reach a resolution on the proposal regarding the merger, spin-off or acquisition on the same day. Unless otherwise prescribed by law or except for an extraordinary reason which has been reported to and approved by the competent authority in charge of securities affairs in advance in advance, the company participating in the share transfer shall convene the Board of Directors meeting on the same day. A company listed on the Stock Exchange Corporation or traded on the GreTai Securities Market participating in merger, spin-off, acquisition, or inward transfer of shares shall prepare integral records to cover the information enumerated below in writing and shall archive such records for five (5) years to be available for future review. 1. Basic information of the personnel: Including the titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning of any merger, spin-off, acquisition, or transfer of another company’s shares or the implementation of plan thereof prior to disclosure of such information. 2. Dates of material events: Including the signing dates of any letter of intent or memorandum of understanding, the mandating of a financial or legal

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advisor, the execution of a contract, and the convening of a Board of Directors meeting. 3. Material documents and minutes: Including the documents of the plan of merger, spin-off, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings. A company listed on the Stock Exchange Corporation or traded on the GreTai Securities Market participating in a merger, spin-off, acquisition, or transfer of shares shall, within two (2) days immediate commencing from the date of a resolution passed by the Board of Directors, report the information set out in subparagraphs 1 and 2 of the preceding paragraph to the competent authority in charge of securities affairs for recording and via the Internet-based information system in the prescribed format. Where any of the companies participating in a merger, spin-off, acquisition, or transfer of shares is neither listed on the Stock Exchange Corporation nor traded on the GreTai Securities Market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the requirements as set forth under paragraphs 3 and 4 of this Article.

Article 20 Each and every person who participates in or becomes aware of the plan for merger, spin-off, acquisition, or transfer of shares shall issue a non-disclosure obligations commitment in writing and shall not disclose the content of the plan prior to the public disclosure of the information and shall not trade, in their own name or under the name of other entities, in any stock or other equity security of any company related to the plan for merger, spin-off, acquisition, or transfer of shares.

Article 21 A Public Company that participates in a merger, spin-off, acquisition, or transfer of shares shall not arbitrarily alter the share exchange ratio or acquisition price unless under any of the circumstances enumerated below, and shall stipulate the circumstances permitting alteration in the contract for the merger, spin-off, acquisition, or transfer of shares: 1. Capital increase (re-capitalization) in cash, issuance of convertible corporate bonds, or issuance of bonus shares, issuance of corporate bonds with warrants, special shares with warrants, stock warrants, and other equity based securities. 2. An action such as a disposal of major assets that would affect the Company’s financial operations. 3. Occurrence of an event such as a major disaster or major change in technology that would affect shareholder equity or share price. 4. An adjustment where any of the companies participating in the merger, spin-off, acquisition, or transfer of shares from another company, purchases back treasury stock.

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5. An increase or decrease in the number of entities or companies participating in the merger, spin-off, acquisition, or transfer of shares. 6. Other terms/conditions that the contract stipulates may be altered and the altered terms/conditions have been publicly disclosed.

Article 22 A Contract for participation by a public company in a merger, spin-off, acquisition, or shares transfer shall expressly record the rights and obligations of the companies participating in the merger, spin-off, acquisition, or transfer of shares, and also record the matters enumerated below: 1. Handling of breach of contract. 2. Principles for handling equity-based securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is spin-off. 3. The amount of treasury stock that the participating companies are permitted under law to buy back after the record (base) date of calculation of the share exchange ratio, and the principles for handling thereof. 4. The manner to deal with a change in the number of participating entities or companies. 5. Preliminary progress schedule for plan execution, and anticipated completion date of the execution. 6. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

Article 23 After public disclosure of the information, if any company participating in the merger, spin-off, acquisition, or share transfer intends to further carry out a merger, spin-off, 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, spin-off, acquisition, or share transfer; except where the number of participating companies is decreased and a participating company’s shareholders meeting has resolved a decision authorizing the Board of Directors to alter the limits of authority. Such a participating company may be exempted from calling another shareholders meeting to resolve the matter anew.

Article 24 Where any of the companies participating in a merger, spin-off, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with that non-public company whereby the latter is obliged to comply with the provisions of set forth under Article 19, Article 20 and Article 23.

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Article 25 The personnel in charge of the subject matters under these Procedures who violate these Procedures shall be duly subject to the reward and punishment rules of the Company.

Article 26 These Procedures and any amendment hereto shall be submitted to the supervisors and submitted to the shareholder meeting for consent after being resolved in the Board of Directors. In the event that a director objects with record of declaration in writing, all documents regarding objection by that director shall be handed over to the supervisors. Where the Company has established Independent Directors, the Board of Directors shall take the opinions of the Independent Directors into adequate consideration while discussing the aforementioned issues. In the event that an Independent Director utters objection or reserved opinions, such objection or reserved opinions shall be expressly entered into the minutes of the Board of Directors meeting.

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Appendix 3

China Petrochemical Development Corporation Procedures for Loans, Endorsements, and Guarantees

Duly amended and resolved at the annual shareholder meeting convened on June 18, 2000.

Section I General Articles

Article 1 These Procedures are duly enacted in accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies.” Established by the Executive Yuan Financial Supervisory Commission (FSC). Any matters which are not provided herein shall be subject to the relevant laws and regulations.

Article 2 "Subsidiary" and "parent company" as referred to in these Regulations shall be as determined under the Regulations Governing the Preparation of ROC Accounting Research and Development Foundation Statement of Financial Accounting Standards No. 5, and 7.

Article 3 The term "announce and report" as used in these Regulations means the process of entering data to the information reporting website designated by the Executive Yuan Financial Supervisory Commission (FSC).

Section II Loans of Funds to Others

Article 4 The Company will not make loans to others, therefore will not formulate operational procedures for loans of funds to others. If the Company’s subsidiary intends to make loans to others, the company shall instruct it to formulate its own procedures for loans to third parties in compliance with these Regulations, and after ratification by the shareholders’ meeting it shall comply with the procedures when lending funds.

Article 5 If the Company’s subsidiary make loans to others; it will need to examine whether it complies with the operational procedures for loaning funds to others, write examination report at least every quarter and reviewed by the company’s reinvestment department and internal auditors for further examination.

Article 6 The Company’s subsidiary should report the previous month’s loan balances by the 5th day of each month to the parent company’s reinvestment department. The reinvestment department shall announce and report the previous month’s loan balances of its head office and subsidiaries by the 10th day of each month.

If a subsidiary makes a loan to others, it should report the amount and balance to the parent company’s reinvestment department before 5pm on the day of the loan is made. If the loans of funds reach one of the following levels shall

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announce and report such event within two days commencing immediately from the date of occurrence:

1. The aggregate balance of loans to others by the public company and its subsidiaries reaches 20 percent or more of the public company’s net worth as stated in its latest financial statement. 2. The balance of loans by the public company and its subsidiaries to a single enterprise reaches 10 percent or more of the public company’s net worth as stated in its latest financial statement. 3. The amount of new loans of funds by the public company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the public company’s net worth as stated in its latest financial statement.

The parent 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 3 of the preceding paragraph.

Section III Endorsements/Guarantees for Others

Article 7 Endorsements /guarantees should comply with this procedure.

Article 8 The Company may make endorsements/guarantees for the following companies:

1. A company with which it does business.

2. A company in which the public company directly and indirectly holds more than 50 percent of the voting shares.

3. A company that directly and indirectly holds more than 50 percent of the voting shares in the public company.

Companies in which the company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares.

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 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

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endorsements/guarantees may be made free of the restriction of the preceding two paragraphs. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the company holds 100% of the voting shares.

Article 9 The term "endorsements/guarantees" as used in these Regulations refers to the following:

1. Financing endorsements/guarantees, including: a. Bill discount financing. b. Endorsement or guarantee made to meet the financing needs of another company. c. Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself. 2. Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters. 3. Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs. 4. Any creation by a public company of a pledge or mortgage on its chattel or real property as security for the loans of another company.

Article 10 The aggregate amount of endorsements/guarantees, including parent and subsidiaries must not exceed 50% If the aggregate amount of endorsements/guarantees that is set as the ceiling for the public company and its subsidiaries as a whole reaches 50% or more of the net worth of the public company, an explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting.

The authorized limit on endorsements/guarantee by the public company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company.

The parent and subsidiary with net worth is lower than half of its paid-in capital should carefully assess and receive necessity, reasonableness, Credit status and other risks.

Article 11 When the company makes endorsements/guarantees it should review and assess the necessity, reasonableness, credit status, risk impacts on business operations, financial condition and shareholders’ equity. These assessments and reviews should be checked by the finance department and approved by the Board of Directors. If the employee illegally makes endorsements/guarantees, he/she will be punished according to the company’s rules.

Article 12 The company shall prepare a memorandum book for its endorsement/guarantee activities and record in detail the following information for the record: the entity for which the endorsement/guarantee is made, the amount, the date of passage by the Board of Directors or of authorization by the chairman of the

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board, the date the endorsement/guarantee is made, and the matters to be carefully evaluated under of the preceding article.

Article 13 The Company’s internal auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors in writing of any material violation found.

Article 14 The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board of Directors and may be used to seal or issue negotiable instruments only in prescribed procedures. When making a guarantee for a foreign company, a public company shall have the Guarantee Agreement signed by a person authorized by the Board of Directors.

Article 15 If the company’s subsidiaries needs make endorsements/guarantees to satisfy its business requirements, it should comply with the conditions set out in the procedures for endorsements/guarantees and obtain approval from the Board of Directors.

If The Company’s subsidiaries make a guarantee it must examine whether it has complied with the procedure and write an examination report to the company’s internal auditors for reassessment at least every quarter. Before making any endorsement/guarantee pursuant to Article 5, paragraph 2, a subsidiary in which the public company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement/guarantee to the public company’s Board of Directors for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares.

Article 16 The Company’s subsidiary shall report the previous month’s endorsements/guarantees balances by the 5th day of each month to the parent company’s reinvestment department. If a subsidiary makes endorsements/guarantees, it should report the amount to the parent company’s reinvestment department before 5pm on the day endorsements/guarantee is made The Company shall announce and report the previous month’s balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month. The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence:

The aggregate balance of endorsements/guarantees by the public company and its subsidiaries reaches 50 percent or more of the public company’s net worth as stated in its latest financial statement.

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The balance of endorsements/guarantees by the public company and its subsidiaries for a single enterprise reaches 20 percent or more of the public company’s net worth as stated in its latest financial statement.

The balance of endorsements/guarantees by the public 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 public company’s net worth as stated in its latest financial statement.

The amount of new endorsements/guarantees made by the public company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the public company’s net worth as stated in its latest financial statement.

The public 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.

Article 17 If The Company needs to exceed the limits set out in the procedures for endorsements/guarantees to satisfy its business requirements, and where the conditions set out in the procedures for endorsements/guarantees are complied with, it shall obtain approval from the Board of Directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the procedures for endorsements/guarantees accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit.

Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Regulations, or the amount of endorsement/guarantee exceeds the limit, a public company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the timeframe set out in the plan.

Article 18 The parent company finance department and subsidiaries shall evaluate or record the contingent loss for endorsements/guarantees according to regulatory bulletin number 9, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures.

Section IV Miscellaneous

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Article 19 These procedures are passed by the Board of Directors, submitted to each supervisor and submitted by them for approval by the shareholders’ meeting; where any director expresses dissent, it is contained in the minutes or a written statement, and the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders’ meeting. The same shall apply to any amendments to these Procedures.

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Appendix 4 China Petrochemical Development Corporation Rules Governing the Proceedings of Shareholder Meetings

Officially resolved at the annual shareholder meeting convened on June 24, 2011. Article 1 These Rules are duly enacted in accordance with Article 182~1 of the Company Law. Unless otherwise prescribed by relevant laws and ordinances or the Company’s Articles of Incorporation, the Company shall duly convene the shareholders’ meeting exactly in accordance with these Rules.

Article 2 The term “shareholders” as set forth in these Rules denotes shareholders themselves and the proxies entrusted by shareholders. For each event of a shareholder meeting, a shareholder may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf. The use of the proxy shall be complied with the Company Law, “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” and relevant laws and regulations.

Article 3 The Company shall prepare a sign-in book so that the shareholders present at a shareholder meeting may sign in thereon. A shareholder may, as well, hand in a sign-in card instead of signing in person. The number of shares represented by attending shareholders may be calculated based on the sign-in book or the sign-in cards. A shareholder shall be allowed to attend a shareholder meeting only by presenting a participation certificate, participation sign-in card or other certificate representing participation and shall, upon attendance, present an identity certificate ready for checking and verification. A solicitor who solicits a proxy shall also have an identity certificate ready for checking and verification.

Article 4 The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. The number of shares represented by participating shareholders shall be calculated based on the sign-in book or the submitted sign-in cards added with the number of voting powers exercised in writing or by electronic means.

Article 5 The shareholder meeting shall be convened at a place where the Company operates business or a place convenient to shareholders for participation and

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facilitating convening of the shareholder meeting. A shareholder meeting shall start at a time not before 9:00 a.m. or not later than 3:00 p.m.

Article 6 The shareholder meeting shall be duly chaired by the chairman if convened by the Board of Directors. In the chairman’s absence or unavailability, the vice chairman shall chair the meeting on his behalf. In the event that the vice chairman is absent or unavailable as well, the chairman shall, in advance, appoint a director to act in his place. In the event that the chairman does not appoint an agent, one director shall be elected from among themselves to act in his place. In the event that the shareholder meeting is convened by a person outside the Board of Directors, the shareholder meeting shall be chaired by that convener. In case of two or more conveners, one of them shall be elected from among themselves to chair the meeting. The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholder meeting as an observer.

Article 7 The staff members who take charge of the shareholder meeting affairs shall wear identification certificates or armbands.

Article 8 The entire process of a shareholder meeting shall be sound recorded or videotaped and shall be archived for a minimum of one year. In case of a lawsuit, such sound or video records shall be archived until the lawsuit is concluded.

Article 9 The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting should be canceled. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with Article 175 of the Company Law. A decision on an extraordinary issue specified by law shall be duly resolved according to the relevant laws and ordinances. In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative

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resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Law.

Article 10 In the event that the shareholder meeting is convened by the Board of Directors, the agenda shall be worked out by the Board of Directors. The shareholder meeting shall be duly convened based on the arranged agenda, which shall not be changed unless duly resolved by the shareholder meeting. In the event that the shareholder meeting is convened by a convener beyond the Board of Directors, the provision set forth under the preceding paragraph may apply, mutatis mutandis. The chairperson shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including occasional (extemporaneous) motions) unless duly resolved in the meeting. After a shareholder meeting is adjourned, the shareholders may not appoint another chairperson to renew that meeting at the same arena or a new arena. In the event that the chairperson announces adjournment of the meeting against the Rules Governing the Proceedings of Shareholder Meetings, however, a person may be elected by a majority of the present shareholders to act as the chairperson to reconvene the meeting.

Article 11 An attending shareholder shall issue and submit a floor note before speaking at the shareholder meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chairperson may fix the order of speaking. A shareholder who has submitted a floor note but does not speak is deemed to have not taken the floor. In the event that the actual contents of the shareholder’s statement are found inconsistent with the entries of the floor note, the shareholder’s spoken statement shall prevail. While an attending shareholder is taking the floor, other shareholder(s) shall not interrupt or interfere with the current floor unless agreed upon by the chairperson and the speaking shareholder. The chairperson shall stop an offender.

Article 12 On the same issue, each shareholder shall not take the floor more than twice and a shareholder shall not speak more than three minutes for each round unless agreed upon by the chairperson. The chairperson may stop a shareholder who violates the specified requirements or has spoken beyond the scope of the subject at issue.

Article 13 In the event that a juristic (corporate) person is entrusted to participate in a shareholder meeting, that juristic (corporate) person may appoint only one representative to participate in the meeting.

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In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholder meeting, only one representative may speak for the same issue.

Article 14 After a shareholder speaks on the floor, the chairperson may answer either by himself or herself or through a designee.

Article 15 Where the chairperson believes an issue has been discussed in the meeting up to the level for voting, the chairperson may announce discontinuance of the discussion process and bring that issue to a vote.

Article 16 The ballot inspector(s) and ballot recorder(s) of issues in a shareholder meeting shall be appointed by the chairperson. The ballot recorder(s) may be selected from the Company’s agent for stock affairs but the ballot inspector(s) shall be selected from the shareholders. Unless otherwise provided for in law and the Company’s Articles of Incorporation, decisions at the shareholder meeting shall be resolved by a majority vote of the shareholders attending the meeting. An issue is deemed to have been duly resolved after the chairperson enquires from all participants but no objection is heard. The validity of the decision so resolved is equally valid as a decision duly resolved through the balloting process. The results of voting shall be reported on-the-spot in the meeting and shall be recorded into the minutes of the meeting.

Article 17 In the event that an amendment or a substitute comes out of the same issue, the chairperson shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is(are) deemed to have been vetoed and no voting process is required.

Article 18 During the process of the meeting, the chairperson may announce a recess at an appropriate time. Upon occurrence of force majeure, if any, the chairperson may rule that the meeting be temporarily suspended and announce the time to resume the meeting as the actual situation may justify. Or the shareholder meeting may resolve a decision to postpone or resume the meeting without a notice within five days, in accordance with Article 182 of the Company Law.

Article 19 All present shareholders are obliged to comply with the Rules Governing the Proceedings of Shareholder Meetings, comply with decisions resolved and maintain sound order of the arena of the meeting. In the event that a shareholder violates the Rules Governing the Proceedings of Shareholder Meetings, defies the chairperson’s rectification or obstructs

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progress of the meeting or objects to the action to stop him or her, the chairperson may instruct the rectification (or security) personnel to help maintain order of the meeting. The rectification (or security) personnel who maintain order of the meeting site shall wear the “rectification officer” arm-band or identification certificate or wear security personnel uniforms.

Article 20 These Rules and any amendments hereof shall be put into enforcement after being resolved at the shareholder meeting.

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Appendix 5 China Petrochemical Development Corporation Registration Procedures for Attending Shareholder Meetings

Duly established on March 28, 2013 Article 1 (Purpose) These procedures are established to ensure smoothness of the shareholders’ meeting and protect shareholders’ rights and implement corporate governance practices. Article 2 (Basis for Establishment) The procedure is enacted based on the sample template for the “Rules of Procedure for Shareholders Meetings” issued by Financial Supervisory Commission (FSC) regulatory decree number 1020002909 issued on February 26, 2012 and Taiwan Stock Exchange reference number 1020003468 issued on February 27, 2012. Article 3 (Reporting-in Times) The company’s stock transfer unit handles shareholder check in, when deciding the place, related people and equipment the company should be objective. The company should announce the time of the shareholders’ meeting. In addition, the company should allow shareholders to check in 60 minutes before the meeting starts. Article 4 (Video Recording and Surveillance) The Company shall video record the complete check-in process. After checking identification of the attending shareholder, the company should quickly complete documentation and complete the check-in process and allow the shareholder to participate in the shareholder meeting. If the check-in process is not completed as indicated in article 7, then additional back-up personnel should be available to assist and not hold up the check-in process for other shareholders. If a delay occurs, personnel should calmly explain and persuade the affected shareholder and keep order as to avoid situations that may impact shareholder rights. If needed, personnel should inform officers of the law and allow law enforcement to assist in maintaining order. Article 5 (Check-in Equipment and Personnel) Shareholders meeting check-in team are in charge of the following: Equipment required: 3 computers, 2 printers, 3 back-up computers and 1 printer. Check-in counter:

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Team 1: Reissue of shareholders’ meeting notice and other related material (memorabilia). Also, shareholders who will not participate in the meeting but will like to have related materials and memorabilia. Team 2 and Team 3: Shareholder check-in. Check meeting notice and stamp original seal or check signature matched with identification (identification card, driver’s license, National Health Insurance card, or other government identification). After check-in, provide meeting notice, votes, attendance card, statement slip, memorabilia and meeting related material (Shareholders’ hand book and annual report) Article 6 (Staff Requirement) During check-in there should be enough staff. Staff should be given training. At least three people should have the following requirements: 1. Three years’ experience in shareholder services 2. Certified (Senior) Securities Specialist. 3. Passed examination by the competent authority on shareholder service. Article 7 (Check-in Time) Expect for special cases (For example, a request to split vote by foreign institutional investors), the check-in process for each shareholder should be less than 1.5 minutes, if process is not completed within 1.5 minutes, Monitor team should immediately provide support and understand the situation. Monitor Team: one to two team members, monitor check-in and deal with unexpected situations. Guide Team: one to two team members, guide shareholders to the check-in counter and to their seat after check-in. Data Team: one to two team members, report latest attendance statistics to the chairman, meeting unit and master of ceremonies. Article 8 (Information disclosure) Before the start of the shareholder meeting, the data team should provide the latest attendance statistics to the meeting secretary, Chairman, and Master of Ceremonies at least 3 minutes before the start of the meeting. To comply with articles 12 and 13 of the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”, the Company should prepare and present attendance statistics at the start of the meeting. Article 9 (Post-Meeting Evaluation) After the conclusion of the shareholders’ meeting, the shareholder check-in situation should be reported the Board of Directors, if there are any mistakes an improvement report should be submitted. Article 10 These Rules and any amendments hereto, shall be implemented after adoption by the shareholders meeting.

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Appendix 6 China Petrochemical Development Corporation Rules for Election of Directors and Supervisors

Officially resolved at the annual shareholder meeting convened on June 27, 2012 Article 1 Unless otherwise provided for in relevant laws and regulations or the Company’s Articles of Incorporation, the Directors (hereinafter including the Independent Directors) and Supervisors of the Company shall be duly elected in accordance with the Rules specified herein.

Article 2 Unless otherwise approved by the competent authority, the Company’s government or juristic (corporate) person shareholders shall not have their representatives concurrently elected or serving as the Company’s Directors and Supervisors. Unless otherwise approved by the competent authority, over a majority of the total number of Director seats shall not be served by the ones in the relationship of a spouse or a relative within the second degree of kinship. Unless otherwise approved by the competent authority, at least one seat among the Supervisors or among the Supervisors and Directors shall not be in the relationship of a spouse or a relative within the second degree of kinship. When any of the elected Directors or Supervisors does not meet the conditions of the two preceding paragraphs, Article 26-3 of the Securities and Exchange Act and other relevant laws and regulations shall apply.

Article 3 The Company shall duly elect Directors and Supervisors from persons with disposing capacity by the shareholder meeting. The Company’s Independent Directors shall be duly elected under candidate nomination system as set forth under Article 14-2 of the Securities and Exchange Act. The Company’s shareholders shall elect Independent Directors from among the candidates of Independent Directors shown on the candidate list promulgated by the Company. The relevant matters and compliance required in the Independent Director election shall be duly handled in accordance with the Securities and Exchange Act, Company Law, other relevant laws and regulations and orders promulgated by the competent authority. The Company’s Independent Directors and non-independent Directors shall be elected together. The numbers of Independent Directors and non-independent Directors elected shall be calculated respectively.

Article 4 The Company’s Directors and Supervisors shall be duly elected by means of cumulative voting. Each common share with voting right is entitled to the number of ballots which are equivalent to the numbers of Directors and

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Supervisors to be elected. The ballots may be used to vote for one candidate or may be divided to vote for several candidates. The number of shares held by shareholders shall be pursuant to the entries in the Company’s Register of Shareholders.

Article 5 The Company’s Independent Directors, non-independent Directors and Supervisors shall be elected from among the candidates who win more ballots represented by voting rights in order of the overall numbers, within the quota pursuant to the Articles of Incorporation and relevant promulgations of the Company. In the event that two or more candidates win the same number of ballots and the number of candidates exceeds the specified quota, the candidates who win the same number of ballots shall draw lots to determine the election results. In the event that a candidate is absent, the chairperson may draw a lot for and on his or her behalf. Where a candidate is simultaneously elected both a Director and a Supervisor, he or she shall choose either Director or Supervisor at his or her discretion. The seat so vacated shall be filled by the candidate who wins the next greatest number of ballots.

Article 6 The Company shall prepare election ballots of the number equal to the number of the Director(s) or Supervisor(s) that shall be elected, bearing the codes of the shareholder attendance certificates and the number of voting rights. The election ballots shall be distributed to the common shareholders who are present at the shareholder meeting. The names of the voters may be entered into the ballots or filled out with the attendance certificates codes instead.

Article 7 Before the election process starts, the chairperson shall appoint a certain number of ballot inspectors and counters to perform the respective duties. The ballot inspectors shall be selected from among the shareholders. The ballot counters may be assigned to the Company’s agent for stock affairs.

Article 8 The ballot inspector(s) shall perform the following duties: 1. Check and examine the ballot box(es) in public before the start of the balloting process. 2. Hand over the ballots to the ballot counter(s) upon completion of the balloting process. 3. Check and scrutinize invalid ballot(s). 4. Check and verify the statistics of ballots and voting rights. 5. Help the chairperson maintain the order upon the balloting and ballot opening process.

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The ballot box(es) mentioned in Paragraph 1 above shall be prepared and provided by the Company.

Article 9 A voter shall write down or enter the following data into the box of “candidates” on the ballot before casting the ballot into the ballot box mentioned in the preceding Article: 1. Where the candidate is a natural person (individual) shareholder, the voter shall expressly enter the name and serial number of that candidate. Where the candidate is a natural person (individual) but not a shareholder, the voter shall expressly enter the name and ID card number (or code of identity certificate) of that candidate. 2. Where the candidate is a juristic (corporate) person or government shareholder, the voter shall expressly enter the name and serial number of that candidate. 3. Where the candidate is the representative assigned by juristic (corporate) person or government shareholder, the voter shall expressly enter the name or title and serial number of juristic (corporate) person or government shareholder and the name and ID card number (or code of identity certificate) of that representative. In the event of several representatives, the above requested information shall be entered or filled out respectively.

Article 10 An election ballot is deemed null and void under any of the following circumstances: 1. Where the voter does not use the election ballot designated under the Rules. 2. Where the voter does not cast the election ballot into the ballot box specified under Article 8 of the Rules. 3. Where the ballot is illegible or the ballot has been damaged, contaminated to be deemed illegible. 4. Where a blank election ballot is cast into the ballot box. 5. Where the data is not filled out or entered in accordance with Article 9 of the Rules. 6. Where the data filled out or entered in accordance with Article 9 of the Rules are found to have been tampered with. 7. Where the data filled out or entered in accordance with Article 9 of the Rules are found inconsistent with the submitted supporting certificate(s) or document(s). 8. Other than the data filled out or entered in accordance with Article 9 of the Rules, the ballot is found having borne other wording or symbols. 9. Where the aggregate of the voting rights cast by voter is found in excess of the total voting rights lawfully held by voters and lawful proxies.

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10. Where the quota of candidates exceeds the quota of candidates to be elected. 11. Where the name of an Independent Director entered into the ballot is found not included in the candidate list.

Article 11 Upon completion of the ballot opening process, the ballot inspector(s) shall check and verify the numbers of valid ballots and invalid ballots and enter the numbers of the valid ballots and invalid ballots into the record and submit the record to the chairperson. The Chairperson shall announce the names of the Directors and Supervisors elected in the election process at the meeting.

Article 12 The ballot inspector(s) shall package the numbers of valid ballots and invalid ballots into separate envelopes and shall jointly sign on the seal part of the envelopes, mark “Invalid Ballots” onto the cover of the invalid ballot envelope and submit the envelopes to the Company to archive. The valid ballots and invalid ballots shall be archived for at least one year or, in the event that a shareholder files a lawsuit regarding the Directors and Supervisors election in accordance with Article 189 of the Company Law, those ballots shall be archived until the conclusion of the lawsuit.

Article 13 The Company shall issue “Notices of Being Elected” to the Directors and Supervisors who are elected in the election process.

Article 14 These Rules shall become effective from the date they are approved at the Meeting. The same applies in case of revision.

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Appendix 7 Shareholdings of the Company’s Directors and Supervisors As of the record date for this year’s shareholder meeting, April 30, 2013 Number of Account Name of Shareholding Position title Name of shareholder Shares No. Representative Ratio Held Chairman 158659 The Core Pacific Co., Ltd. Ching-Jing Sheen 39,285,806 1.6934 Vice Chairman 316573 BES Machinery Co., Ltd. Jiun-Nan Bai 12,486,043 0.5382 Independent Steve Ruey-long Chen 0 0 Director Independent Yun-Peng Chu 0 0 Director Director 101204 Jen Huei Enterprise Co. Ltd. Jiun-Huei Guo 0.6950 16,123,959 Director 101204 Jen Huei Enterprise Co. Ltd. Ko-Ming Lin 0.6950 Sheen Chuen-Chi Cultural Director 133727 and Educational Lian-Sheng Tsai Foundation 1,781,269 0.0768 Sheen Chuen-Chi Cultural Director 133727 and Educational - Foundation Director 544474 Yu-Lun Ou Kuo-fang Su 2,350 0.0001 Number of shares held by all directors 69,679,427 3.0034 581764 Kao-Shan-Kang Co. Ltd. Kuen-Ming Lin 940,000 0.0405 Supervisor 581764 Kao-Shan-Kang Co. Ltd. Yi-Ran Jia 339853 Pan-Yu Industrial Co. Ltd. Jung-Chi Shiu 4,630,193 0.1996 Total number of shares held by all supervisors 5,570,193 0.2401 Descriptions: 1. The shareholding ratios above were calculated based on the total number of the Company’s outstanding shares 2,319,989,666 shares. 2. As required under Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, all directors of the Company shall hold a minimum of 55,679,751 shares, and all supervisors shall hold a minimum of 5,567,975 shares. The result of calculation indicates that the number of shares held by the Company’s directors and supervisors meet the minimum threshold specified by law.

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Appendix 8 China Petrochemical Development Corporation Standards of Ethical Conduct

Enacted at the Board of Directors meeting convened on May 15, 2012. Article 1 (Purposes of enactment) These Standards of Ethical Conduct are duly enacted as the guidelines for all Company personnel to comply with, to enable all interested parties to make sure of the Company’s Standards of Ethical Conduct. The very essence of the Standards of Ethical Conduct shall be fulfilled through the Company’s business activities in conformance with ethical best practices.

Article 2 (Applicable targets) The Standards of Ethical Conduct is applicable to “personnel of the Company,” including Directors and Supervisors as well as the managerial officers (including the general manager, vice general managers, assistant general managers, department heads and other employees of the Company who are in charge of the Company’s business operations and are entitled to represent the Company) and other employees.

Article 3 (Standards of Ethical Conduct) The Company’s personnel shall, while performing their assigned duties, faithfully comply with all relevant laws and ordinances, as well as these Standards of Ethical Conduct. With a prosperous, faithful and responsible attitude, all personnel shall eschew selfish departmentalism, focus on teamwork, and comply with principles of authenticity and responsibility so as to live up to the Company’s Standards of Ethical Conduct. The Company’s Directors, Supervisors and managerial officers shall lead the entire staff by personally exemplifying the faithful execution of these Standards of Ethical Conduct.

Article 4 (Prevention of conflicts of interest) All such conduct by the Company’s personnel in pursuing their personal interests, where there is any likelihood of a conflict with the Company’s overall interest, including but not limited to Directors, Supervisors or managerial officers who fail to pursue business operations in objective and effective ways, or who take advantage of their positions in the Company by enabling themselves, their spouses, parents, children, relatives within the third degree of kinship by blood or by marriage, partners or former or future employers to obtain improper benefits shall be strictly prohibited.

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Where an enterprise affiliated with any of the Company’s personnel lends working capital to the Company or provides a guarantee to the Company, launches a transaction with the Company in major assets, in a supply or product transaction, where such transaction might incur a conflict of interest, such personnel including but not limited to Directors and Supervisors, managerial officers or their superior department heads, shall, on their initiative, come forward to explain the potential conflict of interest and shall obtain approval from their direct supervisor before entering into such a transaction. To prevent potential conflicts of interest and put thoroughly into effect the principle of fair dealing, the related parties or their Directors, Supervisors, substantial controllers, ranking managerial officers or those dominate them either directly or indirectly by holding over 1% of the Company’s total outstanding shares, shall not directly serve as the Company’s Directors or Supervisors themselves or through representatives appointed by them or personnel elected under their powers of election.

Article 5 (No effort to strive for personal interests) Where the Company has an opportunity for profit, the Company’s personnel are obliged to put forth maximum possible efforts to undertake legitimate lawful interests. Under no circumstances shall the Company’s personnel engage in any of the following conduct: 1. Undertake any opportunities to make personal profits by means of the Company’s properties, information, or their positions in the Company; 2. Work toward personal interests by means of the Company’s properties, information, or their positions in the Company; 3. Take any action to compete with the interests of the Company, whether directly or indirectly through their spouses, parents, children or any relative within the third degree of kinship by blood or by marriage, partners, or former or future employers, whether through direct competition or any other means.

Article 6 (Fair dealing) Where the Company’s personnel engage in transactions with other people in the performance of their duties, they shall accurately represent the subject matter of the transactions without concealment or misrepresentation, which may damage the Company’s interests.

Article 7 (Non-disclosure obligations) The Company’s personnel shall be subject to non-disclosure obligations regarding information about the Company itself or the Company’s purchasing (selling) clients, unless duly authorized or required by law for disclosure purposes. The information which is subject to non-disclosure obligations

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includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed. The Company’s personnel shall be equally subject to non-disclosure obligations even after employment ends. All the Company’s personnel shall be subject to non-disclosure obligations for the confidential information, technological data, personal data or other information the contents of which have not been made public (including legal, oral, written documents classified “confidential” or any similar term) known from or obtained from a third party, and shall not inquire into them or use them except when necessary for business operations. Unless agreed upon by the Company in writing in advance, under no circumstances shall the Company’s personnel duplicate confidential information or produce duplicate copies of such confidential information, nor shall they disclose, deliver or transfer such information by any means to others or make such information public by any means.

Article 8 (Fair Trade Principles) All personnel of the Company shall treat the Company’s purchasing (selling) clients, competitors and employees equally. Under no circumstances shall the Company’s personnel attempt improper personal gain by manipulating, concealing, abusing, misrepresenting or using the information or major issues obtained through the performance of their duties for unfair gains.

Article 9 (Appropriate custody, protection and use of the Company’s assets) All personnel of the Company shall be obliged to safeguard the Company’s assets and shall assure that all the assets shall be used in the public affairs of the Company effectively and lawfully, without being stolen, neglected or wasted.

Article 10 (Law compliance) All personnel of the Company shall comply with all rules and regulations governing the Company and the Company’s policies shall comply with Securities and Exchange Act. Where the personnel of the Company obtain information which would significantly influence the prices of stock transaction of the Company, until such information is publicly disclosed, all personnel shall hold such information in strict confidence as required under the Securities and Exchange Act and shall be prohibited from using such information for insider trading purposes.

Article 11 (Reporting obligations and protection of whistleblowers)

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Personnel who find or suspect there is a violation of laws, regulations or these Standards of Ethical Conduct shall report such violation or suspected violation to a manager, the head of internal audit or another appropriate administrator, and provide adequate information to enable the Company to resolve the issue in time. The Company shall process the case through classified documents and put forth maximum possible efforts to safeguard the personal data as well as the safety of the reporting personnel. An accused person shall not in any way intimidate or retaliate against the reporter aforementioned in the preceding paragraph.

Article 12 (Penalty and remedy) Whenever a person of the Company breaches these Standards of Ethical Conduct, he or she shall be subject to penalties pursuant to the relevant rules and regulations as justified by the actual situation. The offender’s department head shall receive an equal punishment if he or she knowingly fails to rectify or resolve such offense. Where a director or a managerial officer has allegedly violated these Standards of Ethical Conduct, the Company shall impose a penalty in accordance with the relevant internal rules and shall have the position title, name, date of violation, facts of the offense, contents of the violated rules and countermeasures of such person who violates the Standards of Ethical Conduct disclosed on the Market Observation Post System (MOPS) of the Taiwan Stock Exchange Corporation (TSEC). A person who is penalized due to a violation of the Standards of Ethical Conduct may lodge a complaint to the competent authority one level higher.

Article 13 (Procedures for waiver applicability) Where a Director, Supervisor or managerial officer requires a waiver from compliance with the Standards of Ethical Conduct, such waiver may be granted after it is duly resolved by the Board of Directors. For information mentioned in the preceding paragraph, the position title(s), name(s), duration of waiver, reasons the person shall be entitled to the waiver and the rules and regulations relevant to the waiver shall be disclosed on the Market Observation Post System (MOPS).

Article 14 (Methods of disclosure) The Standards of Ethical Conduct as well as any amendments hereto shall be disclosed through the annual report, prospectus and Market Observation Post System (MOPS).

Article 15 (Organization and responsibilities)

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To assure sound implementation of the Standards of Ethical Conduct, the Human Resources Department shall take charge of enactment of the Standards of Ethical Conduct and the Finance Office shall assume the responsibility for implementation and shall report to the Board of Directors on a regular basis.

Article 16 (Enforcement) These Standards of Ethical Conduct as well as any amendments hereto shall be implemented after being resolved by the Board of Directors.

Article 17 (Records of additions, amendments) These Standards of Ethical Conduct is duly enacted on May 15, 2012.

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Appendix 9 China Petrochemical Development Corporation Management Integrity Code

Resolved at the Board of Directors meeting convened on May 15, 2012. Article 1 (Purposes of enactment and scope of applicability) This Management Integrity Code (hereinafter referred to as the “Code”) is duly enacted and promulgated in an attempt to set up a corporate culture within the Company of ethical and faithful business operations to assure honest business development. The “Code” is equally applicable to the Company’s subsidiaries.

Article 2 (Ban on unethical behaviors) During the process of commercial activities, the Company’s Directors, Supervisors, managers and employees shall not, either directly or indirectly, offer, promise to offer, request or accept any improper benefits, nor shall they commit any unethical acts including breach of ethics, illegal acts, or breach of duties (hereinafter referred to as “unethical conduct”) for the purposes of acquiring or maintaining benefits. The target parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other similar parties.

Article 3 (Types of benefits) The term “benefits” as set forth in the “Code” denotes any valuable things, including money, endowments, commissions, positions, services, preferential terms or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be, nevertheless, excluded.

Article 4 (Law Compliance) The Company shall comply with the Company Law, the Securities and Exchange Act, the Business Entity Accounting Act, the Political Donations Act, the Anti-Corruption Act, the Government Procurement Act, the Act on Recusal of Public Servants Due to Conflicts of Interest, the TWSE/GTSM-listing rules, and any other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

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Article 5 (Policies) The Company shall abide by the operational philosophies of integrity, transparency and responsibility, base its policies on the principle of good faith and establish good corporate governance and risk control and management mechanisms so as to create an operational environment for sustainable development.

Article 6 (Prevention efforts) The Company is advised to, in accordance with the operational philosophies and policies prescribed in the preceding Article, establish in its own comprehensive programs of ethical corporate management best practice principles, in order to forestall unethical conduct (hereinafter referred to as the “Prevention Program”), including operational procedures, guidelines of conduct and training programs. The Prevention Program so enacted by the Company shall comply with applicable laws and regulations. During the course of enacting the Prevention Program, the Company is advised to negotiate with staff members and labor unions.

Article 7 (Scope of the Prevention Program) When enacting the Prevention Program, the Company shall analyze which business activities within its business scope may be at a higher risk of being involved in instances of Unethical conduct, and shall strengthen the preventive measures accordingly. The Prevention Program enacted by the Company shall include, at a minimum, preventive measures against the following: 1. Offering and acceptance of bribes. 2. Providing illegal political donations. 3. Offering improper charitable donations or sponsorship. 4. Offering or acceptance of unjustifiable presents or hospitality, or other improper benefits.

Article 8 (Commitment and enforcement) The Company and its management shall clearly specify ethical corporate management policies in their rules and external documents. The Board of Directors and the management level shall undertake to rigorously and thoroughly enforce such policies through internal management and external commercial activities.

Article 9 (Ethical corporate management in commercial activities)

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The Company shall engage in commercial activities in a fair and transparent manner and is advised not to have any dealings with persons who have any previous record of Unethical Conduct. When entering into agreements/contracts with other parties, the Company shall include provisions in such agreements/contracts requiring compliance with ethical corporate management policies, including provisions stating that in the event the trading counterparts are suspected of engaging in Unethical Conduct, the Company may at any time terminate or cancel the agreements/contracts.

Article 10 (Ban on offering and accepting bribes) When engaging in business, the Company and its Directors, Supervisors, managers and employees shall not, either directly or indirectly, offer, promise to offer, request or accept any improper benefits, including rebates, commissions, grease payments, or offer or accept improper benefits by other means to or from clients, agents, contractors, suppliers, public servants, or other interested parties, unless the laws of the territories where the Company operates permit such acts.

Article 11 (Ban on offering unlawful political donation) When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its Directors, Supervisors, managers and employees shall comply with the Political Donations Act and its own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business privileges.

Article 12 (Ban on unjustifiable charity donation or sponsorship) When making or offering donations or sponsorship, the Company and its Directors, Supervisors, managers and employees shall comply with relevant laws and regulations and internal operational procedures, and shall not engage in bribery of any form.

Article 13 (Ban on unjustifiable gifts, entertainment or other unjustifiable benefits) The Company and its Directors, Supervisors, managers and employees shall not, either directly or indirectly, offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationships or affect commercial transactions.

Article 14 (Organization and responsibility) The Company’s Board of Directors shall exercise due diligence as a bona fide administrator to urge the Company to prevent unethical conduct, review the

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results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company’s Human Resources Department and Legal Department shall duly enact and enforce the ethical corporate management policies and provisions. The Finance Department shall oversee the enforcement and report to the Board of Directors on a regular basis.

Article 15 (Law compliance of enforcement of business operation) The Company’s Directors, Supervisors, managers and employees shall comply with laws and regulations and the Prevention Program when conducting business operations.

Article 16 (Avoidance of conflicts of interest by Directors, Supervisors and managers) The Company shall enact and promulgate policies for preventing conflicts of interest and shall offer appropriate means for Directors, Supervisors and managers to explain on their initiative whether their interests would potentially conflict with those of the Company. The Company’s Directors shall exercise a high level self-discipline. A Director may present his or her opinion and answer relevant questions but is prohibited from participating in discussion of or voting on any proposal and should withdraw from discussion and voting where the Director or the legal person that the Director represents is an interested party, and such participation is likely to prejudice the interests of the Company; neither shall a Director vote on such proposal as a proxy of another Director in such circumstances. The Directors shall practice self-discipline and shall not support one another in improper dealings. The Company’s Directors, Supervisors and managers shall not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children or any other person.

Article 17 (Accounting and internal control) The Company shall establish effective accounting systems and internal control systems for business activities which may be at a higher risk of being involved in Unethical Conduct, nor shall the Company have under-the-table accounts or keep secret accounts; it shall conduct reviews regularly so as to ensure that the design and enforcement of the systems are continually effective. The Company’s internal auditors shall periodically examine the Company’s compliance with the foregoing and prepare audit reports and submit the same to the Board of Directors.

Article 18 (Operational procedures and behavioral guidelines)

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The Company shall enact operational procedures and behavioral guidelines in accordance with Article 6 hereof to guide Directors, Supervisors, managers and employees regarding how to ethically conduct business. The procedures and guidelines shall contain, at a minimum, the following particulars: 1. Standards to determine whether improper benefits have been offered or accepted. 2. Procedures to offer legitimate political donations. 3. Procedures and standards for amounts to offer for charitable donations or sponsorships. 4. Rules to avoid work-related conflicts of interest and how they should be reported and handled. 5. Rules to keep trade secrets and sensitive business information obtained during the routine course of business operations confidential. 6. Regulations and procedures to deal with suppliers, clients and business transaction counterparts who have been suspected of Unethical Conduct. 7. Handling procedures for violations of this Management Integrity Code. 8. Disciplinary measures for offenders against the Code.

Article 19 (Educational & training programs and performance rating) The Company shall, on a regular basis, organize and sponsor training programs and awareness programs for Directors, Supervisors, managers and employees to enable them to be fully aware of the Company’s resolve to implement ethical corporate management, including the related policies, Prevention Program and the consequences of committing unethical conduct. The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clean, clear and effective reward and discipline system.

Article 20 (Accusation and punishment) The Company shall have in place a formal channel to receive reports regarding unethical conduct and to keep the reporter’s identity and the content of the report absolutely confidential.

Article 21 (Disclosure of information) The Company shall disclose the status of the enforcement of its own Management Integrity Code through its websites, annual reports and prospectuses.

Article 22 (Review of and amendments to the Management Integrity Code) The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management, and encourage Directors, Supervisors, managers and employees to offer their

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suggestions in order to review and improve the Management Integrity Code and achieve better results from implementation of the Code.

Article 23 (Enforcement) This Management Integrity Code of the Company shall be implemented after being resolved by the Board of Directors. The same procedure shall be followed whenever the Code is amended.

Article 24 (Records of addition and amendment) This Management Integrity Code was duly enacted on May 15, 2012.

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