Minutes of 2017 Annual General Meeting of Shareholders of CTCI Corporation (Translation)

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

Time and Date of Meeting: 9:00 a.m., Wednesday, June 28, 2017 Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei, International Conference Hall , Mellow Fields Hotel

Total outstanding shares of CTCI (excluding the shares without voting right as stipulated in Article 179 of the Company Act): 762,015,714 shares Total shares represented by shareholders present: 654,000,006 shares Percentage of shares held by shareholders present: 85.83 % Attendees: John Lin (Vice Chairman), Andy Sheu (Managing Director of the Board), Jack Huang (Independent Director), Frank Fan (Independent Director), Teng-Yaw Yu(Director), Michael Yang (Director & President), Eric Tsai (Attorney-at-law), Shih-Jung Weng (CPA), Chairman: John Yu, the Chairman of the Board of Directors Recorder: Karen Cheng

The number of the directors present constituted a quorum. The Chairman called the meeting to order.

Chairman's Address (Omitted)

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1. Report Items (1) Business Report of 2016. (Please refer to Attachment 1) (2) Audit Committee’s Review Report of 2016. (Please refer to Attachment 3) (3) The Directors’ and Employees’ Remuneration of 2016 (Please refer to Attachment 5) (4) As at 31/12/2016, the aggregate amount of guarantees provided by the Company was TWD 28,224.308 million and the highest amount for a single enterprise was TWD 6,822.929 million which are all under its respective ceiling. (Please refer to Attachment 6) (5) Report on the amendments of the Company's "Ethical Corporate Management Principles”. (Please refer to Attachment 7)

2. Ratification Items (1) To ratify 2016 Business Report and Financial Statements (Proposed by the Board of Directors) Explanatory Notes: The Company’s 2016 Financial Statements (including 2016 consolidated financial statements and 2016 parent company only financial statements) were audited and certified by Mr. Shih-Jung Weng and Ms. Shu-Chiung Chang, the CPA of PricewaterhouseCoopers. The above-mentioned documents subsequently examined by Audit Committee pursuant to Article 228 of the Company Act. The Business Report and Financial Statements are hereby submitted for ratification. (Please refer to Attachment 1-4) Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,300,401 votes 93.16% (378,918,272 votes) Votes against: 27,731 votes 0.00% (27,731 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,671,874 votes 6.83% (44,545,900 votes) *including votes casted electronically (numbers in brackets)

RESOLVED, that the 2016 Business Report and Financial Statements be and hereby were ratified as submitted.

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(2) To ratify the Company’s distribution of 2016 earnings (Proposed by the Board of Directors) Explanatory Notes: 1) The proposed earnings distribution is allocated from the retained earnings available for distribution in 2016 totaled TWD 2,299,584,879. Each common share holder will be entitled to receive a cash dividend of TWD 2.60 per share(based on the total outstanding shares as of February 28, 2017). 2) Upon the approval of the Annual General Meeting of shareholders, it is proposed that the Board of Directors be authorized to determine the record date to distribute the cash dividend and other relevant issues. 3) Should the total common shares outstanding change for any reason, the ultimate cash dividend to be distributed to each common share may need to be adjusted accordingly. It is proposed that the Board of Directors will be authorized to adjust the cash to be distributed to each common share. 4) The distribution of cash dividends will be calculated to new Taiwan dollar and round it to the nearest dollar. It is proposed that the CTCI Corporation Employee Welfare Committee will be arranged to adjust the difference. 5) The 2016 estimated Earnings Distribution is referring to attachment 3. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,844,401 votes 93.24% (379,462,272 votes) Votes against: 27,731 votes 0.00% (27,731 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,127,874 votes 6.74% (44,001,900 votes) *including votes casted electronically (numbers in brackets)

RESOLVED, that the Company’s distribution of 2016 earnings be and hereby was ratified as submitted.

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3. Discussion Items(Ⅰ) (1) To approve the amendment of the Company’s “Rules Governing Procedure for Making of Endorsements or Guarantees” (Proposed by the Board of Directors) Explanatory Notes: Please refer to attachment 8 for the comparison table between the existing provisions vs. amendments of the “Rules Governing Procedure for Making of Endorsements or Guarantees”. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,842,164 votes 93.24% (379,460,035 votes) Votes against: 29,968 votes 0.00% (29,968 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,127,874 votes 6.74% (44,001,900 votes) *including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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(2) To approve the amendment of the Company’s “The Procedure for Acquisition and Disposition of Assets” (Proposed by the Board of Directors) Explanatory Notes: Please refer to attachment 9 for the comparison table of the existing provisions vs. amendments of the “The Procedure for Acquisition and Disposition of Assets”. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 609,841,371 votes 93.24% (379,459,242 votes) Votes against: 28,761 votes 0.00% (28,761 votes) Votes invalid: 0 vote 0.00% Votes abstained: 44,129,874 votes 6.74% (44,003,900 votes) *including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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4. Election Items (1) Election of the Company’s 14th term Directors (Proposed by the Board of Directors) Explanatory Notes: 1) The 13th term of the office of Directors will expire on June 25, 2017. To accommodate the shareholders meeting, it is proposed to extend the office of incumbent directors till new directors are elected and assumed their office. 2) Pursuant to Article 22 of the “Articles of Incorporation”, it is proposed to elect 12 directors (including 3 independent directors) for the 14th term with tenure from June 28, 2017 to June 27, 2020. 3) The election is in accordance with “Rules Governing the Election of Directors” of the Company. 4) The period for accepting the nomination of director and independent director candidates was from March 27 to April 6, 2017. No roster of candidates for director or independent director is submitted by other shareholders who hold 1% or above the total outstanding shares except candidates nominated by the Board of the Company. 5) The roster of director and independent director candidates was reviewed and examined by the Board of the Company on May 12, 2017. Please refer to attachment 10 for the relevant information. Result of the Election: Twelve directors (including three independent directors) were elected by the shareholders present. The list of the newly elected directors with votes received follows: Title Holder No. / ID Name Votes Received John T. Yu Director 45509 (Rep. of CTCI Development 538,658,125 Corporation) Michael Yang Director 45509 (Rep. of CTCI Development 500,400,657 Corporation) Teng-Yaw Yu Director 4 486,097,276 (Rep. of CTCI Foundation) Director A10310**** Quintin Wu 484,345,382 Director A10271**** An-Ping Chang 483,148,465 Director J10029**** Wenent Pan 481,959,389 Director A12646**** Johnny Shih 480,713,841 Director D10070**** Yancey Hai 479,702,620 Director A11090**** Bing Shen 478,539,512

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Independent A10032**** Jack Huang 490,394,496 Director Independent B10048**** Yen-Shiang Shih 470,524,231 Director Independent H10212**** Frank Fan 470,265,601 Director

5. Discussion Items(Ⅱ) (1) To approve the lifting of newly-elected directors of non-competition restrictions (Proposed by the Board of Directors) Explanatory Notes: 1) Pursuant to Article 209 of the Company Act, a director who is involved, for his owned purpose or on behalf of third party, with activities related to the Company’s scope of business, shall explain such issue to the shareholders meeting and obtain consent accordingly. 2) It is proposed to submit to the 2017 Annual General Meeting for approval on the lifting of newly-elected directors of non-competition restrictions. Please refer to attachment 11 for the relevant information. Voting Results: Shares represented at the time of voting: 654,000,006 % of the total represented Voting Results* share present Votes in favor: 591,758,935 votes 90.48% (361,376,806 votes) Votes against: 1,455,497 votes 0.22% (1,455,497 votes) Votes invalid: 0 vote 0.00% Votes abstained: 60,785,574 votes 9.29% (60,659,600 votes) *including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

6. Special Motion(s) : None 7. Meeting Adjourned

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Attachment 1 CTCI CORPORATION Business Report of 2016

For the period from 1 Jan. to 31 Dec., 2016

1. Business performance: Sales revenue of parent company 2016 was TWD 42,764.443 million. Consolidated sales revenue was TWD 70,509.675 million with net profit being TWD 2,222.888 million.

A) Sales Revenue and profit： (Unit: TWD thousands)

2016 consolidated sales revenue 70,509,675 2015 consolidated sales revenue 67,057,640 Increased in 2016 3,452,035 Growth rate 5.15% 2016 sales revenue 42,764,443 2015 sales revenue 42,049,227 Increased in 2016 715,216 Growth rate 1.70% 2016 Net profit 2,222,888 2015 Net profit 2,040,610 Increased in 2016 182,278 Growth rate 8.93%

B) Breakdown of sales revenue: (Unit: TWD thousands)

Hydrocarbon 22,713,519 Power 16,755,459 Industrial 1,165,842 Transport 1,073,828 Environmental 613,889 Others 441,906 Total 42,764,443

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2. Performance review: A) New contracts: The total contract value (including LOI) awarded to CTCI group was TWD 85,635.766 million.

B) Contracts classified by services: (Unit: TWD thousands) Construction 69,480,631 81.13% Procurement 7,157,320 8.36% Project Management 4,793,817 5.60% Engineering Design 1,452,504 1.70% Others 2,751,494 3.21% Total 85,635,766 100.00%

C) Contracts classified by Business Lines: (Unit: TWD thousands) Environmental 51,727,949 60.41% Power 18,563,065 21.68% Hydrocarbon 6,552,211 7.65% Industrial 5,364,125 6.26% Transport 1,541,199 1.80% Others 1,887,217 2.20% Total 85,635,766 100.00%

D) Primary businesses: 2016 Awarded Project List 1) TPC Taichung Power Plant Existing Units 1~4 550MWX4 AQCS Retrofit Project, EPC 2) TPC Lungmen Nuclear #4 ASME Document Package work 3) TPC Dah-Tarn 600MW Emergency GTG Project, EPCK 4) Formosa TAFFETA Yun-Lin 90T/H x 2 Gas-fired Boilers SCR De-NOx / GAH Project, EPC 5) CPC 8,000CMD Talin Plant WWRU Project 6) FCFC Hsin Kang Utility Plant SK-2 200T/H Coal-fired Boiler SCR De-NOx Project, EPC 7) Cheng Loong Houli District Cogeneration Boilers 65T/H & 230T/H SCR Project,EPC 8) TYCG 156,000CMD Chungli Sewerage System BOT Project 9) KCG 45,000 CMD Fengshan WWRU BTO Project 10) USI Kaohsiung CBC Project, Procurement & Construction 11) TSMC FAB Utility Inspection Project, Engineering 12) China Zhe-Jiang Long-Chen Ping-Hu Plant 220T/H Coal-fired Boiler SCR Project, EPC 13) India Petronet Dahej LNG IIIB-1 Expansion Project 14) Thailand PTTGC Olefin I-4 Plant F-3101 ~ F-3105 SCR Catalyst Replacement Project 15) Malaysia SPG 1,440MW Track 4A IPP Project, EPC

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16) KSA Saudi Kayan EO/EG Revamping project 17) KSA Saudi Kayan No. 10 Furnace Project 18) USA FPC Utility-3 Power Plant Basic Design Project 19) USA FPC-Tx Offsite Pipe Rack Modularization & Erection Project, EPC

3. 2017 Business Prospects:  HBO 1. Southeast Asia (including India): New investments are likely to announce increasingly in Southeast Asia and India while the re-bound of oil price. The continued economic growth in India under the current government encourage the governmental investment in refineries, petrochemical plants and LNG receiving terminals. CTCI will focus on bidding of LNG receiving terminal and refinery projects. In Malaysia, CTCI continues to aim at RAPID project investments and other Euro 5 related refinery upgrading units. With a steady growth of GDP, Indonesia is now well-positioned financially for new investments of refineries. The tender for the first new refinery is expected in 2017. The potentials projects in Thailand will be LNG receiving terminals, upgrading existing refineries and other specialty chemicals. In the Philippines, there are several refineries and petrochemical owners planning to increase the production capacity actively. 2. Middle East and North Africa: Oil price volatility remains unchanged. OPEC and shales gas competitors will induce price war consistently. Oil price is expected to recover in 2018 ~ 2020. Due to low oil price, project owners start to diversify business into downstream petrochemical with high-value-added products in order to sustain KSA’s competitiveness and economy growth. GCC petrochemical industry may consolidate small and medium companies to cope with the challenge from USA and China. CTCI will keep monitoring the national tactical plan (e.g. Oman) and the investments of private enterprises as well. Saudi Aramco plans to spend USD334bn across the oil and gas value chain by 2025, and Aramco also plans to triple its chemical production to 34 million metric tons per year by 2030. In Qatar, the government is still re-evaluating the return of investment of potential mega-sized projects; the petrochemical development outline will not be solid until the second half 2017. Bahrain is planning a new aromatic complex; meanwhile, Kuwait is expected to spend USD115bn for energy projects over the next five years to boost crude production capacity to 4 million barrels per day by 2020. In Iraq, the regional risk of the north is relatively stable; however, credit risk of Iraqi government entities is always the critical issue of new project bidding. In the North African region, the Algerian government plans to build 4~5 refineries in the coming five years together with USD70bn budget for shale oil/gas projects by 2030. The authority of Libya considers to boosting its domestic refinery capacity to meet the huge demand of reconstruction after the turmoil. Besides, CTCI is keen to step in Iran market while its economic sanction have being released gradually. It is estimated that about over USD160bn suspended projects can be resumed in the near future.

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3. USA : As a result of large scale shale gas production, the cost of petrochemical products has been considerably reduced. Many investors have been attracted to the U.S. market, which brings potential opportunities for contractors, like Formosa Plastic Group’s investment in Texas and Louisiana. In 2016, CTCI successfully secured the first EPC project in the US, and had participated in bidding for FEED and EPC work. Taking this opportunity, CTCI Americas has been integrated into a full function of EPC company. 4. Taiwan: Potential targets consist of CPC’s refinery revamping projects, the petrochemical plant funded jointly with foreign investment, and LNG receiving terminals. 5. China: CTCI not only traces the refinery and petrochemical complex activated by Taiwanese investors and Sinopec, but also the refinery and petrochemical complex, and PTA plants of other Chinese firms. 6. CIS: With abundant oil and gas reserves in Russia and Kazakhstan, there are many project opportunities pertaining to petrochemical field. In 2016, CTCI successfully secured the first basic design project in Russia because of our solid PTA experiences in overseas markets.

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 IEPBO 1. Taiwan: CTCI has in-depth development in Taiwan market aggressively. Major opportunities include power plants, MRT, general industrial facility air pollution control, sea water desalination and water/wastewater treatment. After awarded 3 mega power plant projects from 2011 to 2013, we closely follow-up retrofitting and new-built power plants in Taiwan. With the stringent emissions regulations, air pollution control project will be another target market locally. 2. Southeast Asia (including India): In Thailand, there are various opportunities identified in the fields of utility power plants, Small Power Producer(SPP), biomass power plants, municipal solid waste incineration projects, Industrial/Commercial waste incineration projects, NOx removal and air separation projects. Major opportunities are expected in Vietnam for general industrial facility, industrial wastewater treatment plants, municipal solid waste incineration plants, coal fired power plants and cogeneration plants. In Malaysia, we will focus on power generation, co-generation, industrial wastewater treatment, municipal solid waste incineration, biomass power plant and Light Rapid Transit (LRT) projects. For Singapore and Indonesia markets, power plant and municipal solid waste incineration projects will be mainly targeted. In Myanmar, electric power is the criteria to support industrial development since it has been reconnected with the world economy. We are going to aim the booming power plants market. As for India market, we will be selectively for power plant and municipal solid waste incineration projects. Besides, Narendra Modi, the Prime Minister, has announced “Make in India” to promote foreign investment. We closely follow up with Taiwanese companies, who are planning to invest in India for new capacity, and provide them with a tailor-made engineering service. 3. Middle East： In KSA markets, we were successfully awarded Toho/ AMIC JV Ti-sponge project in 2015, and will join in other suitable market aggressively such as ferrous/nonferrous mill plants, MRT, power generation, air pollution control, and water/wastewater treatment. 4. Mainland China： According to the "13th 5-year Plan", project of steel plant air pollution emissions and denitrification is the main goal. CTCI will pursue the sinter plant / coke oven plant flue gas De-NOx project.

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Attachment 2 CTCI CORPORATION Table for Estimated Profit Distribution For the Year Ended December 31, 2016 Currency：TWD Items Amount

Unappropriated retained earnings of previous years 444,981,482

Less: Remeasurement arising on defined benefit plans are recognized in retained earnings in 2016. -148,213,199

Add: Net income of 2016 2,222,888,939

Less: 10% legal reserve -222,288,894

Add: Reversal of special reserve 2,216,551

Retained earnings available for distribution as of December 31, 2016 2,299,584,879

Cash dividends ($2.60 per share based on estimated 763,273,848 shares outstanding at 2017/02/28) -1,984,512,005

Unappropriated retained earnings 315,072,874

Note: The estimated number of shares outstanding on record date is based on the number of shares outstanding as of February 28, 2017. Shareholders who are entitled to receive a cash dividend or not is based on the actual shares outstanding on record date.

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Attachment 3

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Attachment 4

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CTCI CORPORATION BALANCE SHEETS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2016 December 31, 2015 Assets Notes AMOUNT % AMOUNT % Current assets 1100 Cash and cash equivalents 6(1) $ 4,809,361 11 $ 1,182,557 3 1110 Financial assets at fair value 6(2) through profit or loss - current 42,390 - 154,276 - 1125 Available-for-sale financial 6(3) assets - current 332,850 1 377,033 1 1160 Notes receivable - related 7 parties - - 586,246 1 1170 Accounts receivable, net 6(5) 1,453,102 3 3,110,998 8 1180 Accounts receivable - related 7 parties 9,285 - 30,524 - 1190 Receivables from customers 6(6) on construction contracts 17,726,913 40 18,543,107 45 1200 Other receivables 25,450 - 52,707 - 1210 Other receivables - related 7 parties 901,799 2 1,551,595 4 1220 Current income tax assets 18,178 - - - 1410 Prepayments 6(7) 2,328,068 5 2,094,025 5 1470 Other current assets 6(8) 2,578,749 6 - - 11XX Current Assets 30,226,145 68 27,683,068 67 Non-current assets 1543 Financial assets measured at 6(4) cost - non-current 539,980 1 539,980 1 1550 Investments accounted for 6(9) under equity method 12,174,294 28 11,424,142 28 1600 Property, plant and 6(10) equipment 320,512 1 344,367 1 1760 Investment property 6(11) 154,945 - 155,582 1 1780 Intangible assets 121,127 - 112,131 - 1840 Deferred income tax assets 6(26) 437,426 1 437,647 1 1900 Other non-current assets 6(12), 7 and 8 343,863 1 426,352 1 15XX Non-current assets 14,092,147 32 13,440,201 33 1XXX Total assets $ 44,318,292 100 $ 41,123,269 100

(Continued)

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CTCI CORPORATION BALANCE SHEETS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2016 December 31, 2015 Liabilities and Equity Notes AMOUNT % AMOUNT % Current liabilities 2100 Short-term borrowings 6(13) $ - - $ 2,126,000 5 2120 Financial liabilities at fair 6(2) value through profit or loss - current 45,060 - 1,694 - 2150 Notes payable 759 - 8,190 - 2170 Accounts payable 6(14) 8,727,328 20 8,378,251 20 2180 Accounts payable - related 7 parties 1,022,196 2 1,858,564 5 2190 Payables to customers on 6(6) construction contracts 12,278,478 28 5,307,238 13 2200 Other payables 6(15) 1,367,719 3 1,425,482 4 2220 Other payables - related 7 parties 11,527 - 57,533 - 2230 Current income tax liabilities 34,889 - 185,969 - 2300 Other current liabilities 6(16) 135,822 - 1,144,895 3 21XX Current Liabilities 23,623,778 53 20,493,816 50 Non-current liabilities 2570 Deferred income tax 6(26) liabilities 320,701 1 289,322 1 2600 Other non-current liabilities 6(9)(17)(18) 3,275,470 7 3,320,683 8 25XX Non-current liabilities 3,596,171 8 3,610,005 9 2XXX Total Liabilities 27,219,949 61 24,103,821 59 Equity Share capital 6(19)(20) 3110 Common stock 7,632,738 17 7,611,076 18 Capital surplus 6(19)(21) 3200 Capital surplus 3,322,098 8 3,297,703 8 Retained earnings 6(22)(26) 3310 Legal reserve 3,056,071 7 2,852,010 7 3320 Special reserve 768,121 2 768,286 2 3350 Unappropriated retained earnings 2,519,655 6 2,477,692 6 Other equity interest 3400 Other equity interest ( 188,505) ( 1) 24,516 - 3500 Treasury stocks 6(20) ( 11,835) - ( 11,835) - 3XXX Total equity 17,098,343 39 17,019,448 41 Significant Contingent 9 Liabilities and Unrecognized Contract Commitments Significant Events After the 11 Balance Sheet Date 3X2X Total liabilities and equity $ 44,318,292 100 $ 41,123,269 100

The accompanying notes are an integral part of these financial statements. Minutes of 2017 Annual General Meeting of Shareholders - 23 -

CTCI CORPORATION STATEMENTS OF COMPREHENSIVE INCOME (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE AMOUNTS)

Year ended December 31 2016 2015 Items Notes AMOUNT % AMOUNT % 4000 Operating revenue 6(23) and 7 $ 42,764,443 100 $ 42,049,227 100 5000 Operating costs 6(24)(25) and 7 ( 40,172,232 ) ( 94) ( 39,224,105 ) ( 93 ) 5900 Net operating margin 2,592,211 6 2,825,122 7 5920 Realized profit on sales 1,980 - 1,980 - 5950 Gross profit 2,594,191 6 2,827,102 7 Operating expenses 6(24)(25) and 7 6200 General & administrative expenses ( 1,072,828 ) ( 3) ( 1,552,885 ) ( 4 ) 6300 Research and development expenses ( 101,816 ) - ( 81,217 ) - 6000 Total operating expenses ( 1,174,644 ) ( 3) ( 1,634,102 ) ( 4 ) 6900 Operating profit 1,419,547 3 1,193,000 3 Non-operating income and expenses 7010 Other income 7 92,066 - 181,612 - 7020 Other gains and losses ( 162,060 ) - 57,559 - 7050 Finance costs ( 4,504 ) - ( 5,016 ) - 7070 Share of profit of associates and 6(9) joint ventures accounted for under equity method 1,249,609 3 1,037,002 3 7000 Total non-operating income and expenses 1,175,111 3 1,271,157 3 7900 Profit before income tax 2,594,658 6 2,464,157 6 7950 Income tax expense 6(26) ( 371,770 ) ( 1) ( 423,547 ) ( 1 ) 8200 Profit for the year $ 2,222,888 5 $ 2,040,610 5 Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Other comprehensive income, 6(18) before tax, actuarial gains (losses) on defined benefit plans ( $ 138,885 ) - ( $ 107,665 ) - 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss ( 32,939 ) - ( 30,056 ) - 8349 Income tax related to 6(26) components of other comprehensive income that will not be reclassified to profit or loss 23,610 - 18,303 - Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations ( 202,450 ) ( 1) ( 135,403 ) ( 1 ) 8362 Unrealized loss on valuation of available-for-sale financial assets ( 2,297 ) - ( 125,306 ) - 8380 Total share of other comprehensive income of associates and joint ventures accounted for using equity method ( 8,274 ) - 34,662 - 8300 Other comprehensive loss for the year ( $ 361,235 ) ( 1) ( $ 345,465 ) ( 1 ) 8500 Total comprehensive income for the year $ 1,861,653 4 $ 1,695,145 4

Basic earnings per share 6(27) 9750 Basic earnings per share $ 2.92 $ 2.69 Diluted earnings per share 6(27) 9850 Diluted earnings per share $ 2.91 $ 2.68

The accompanying notes are an integral part of these financial statements.

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CTCI CORPORATION STATEMENTS OF CHANGES IN EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Other equity Retained Earnings interest Financial statements Unrealized gain or Unappropriat translation loss on valuation of Share capital - Special ed retained differences of available-for-sale Treasury Notes common stock Capital surplus Legal reserve reserve earnings foreign operations financial assets stocks Total equity For the year ended December 31, 2015 Balance at January 1, 2015 $ 7,575,303 $ 3,230,033 $ 2,663,798 $ 778,162 $ 2,432,925 $ 102,387 $ 148,176 ( $ 11,835 ) $ 16,918,949 Appropriation of 2014 earnings (Note 1) 6(22) Legal reserve - - 188,212 - ( 188,212 ) - - - - Special reserve - - - ( 9,876 ) 9,876 - - - - Cash dividends - - - - ( 1,698,089 ) - - - ( 1,698,089 ) Profit for the year - - - - 2,040,610 - - - 2,040,610 Employee stock options exercised by subsidiary 6(21) - 19,556 ------19,556 Convertible bonds transferred to common stock by 6(21) subsidiary - ( 819 ) ------( 819 ) Share-based payment transactions - 2,950 ------2,950 Employee stock options exercised 6(19)(20) 35,773 45,983 ------81,756 Cumulative translation differences of foreign operations - - - - - ( 135,403 ) - - ( 135,403 ) Unrealized loss on valuation of available-for-sale 6(3) financial assets ------( 90,644 ) - ( 90,644 ) Other comprehensive income for the year - - - - ( 119,418 ) - - - ( 119,418 ) Balance at December 31, 2015 $ 7,611,076 $ 3,297,703 $ 2,852,010 $ 768,286 $ 2,477,692 ( $ 33,016 ) $ 57,532 ( $ 11,835 ) $ 17,019,448 For the year ended December 31, 2016 Balance at January 1, 2016 $ 7,611,076 $ 3,297,703 $ 2,852,010 $ 768,286 $ 2,477,692 ( $ 33,016 ) $ 57,532 ( $ 11,835 ) $ 17,019,448 Appropriation of 2015 earnings (Note 1) 6(22) Legal reserve - - 204,061 - ( 204,061 ) - - - - Special reserve - - - ( 165 ) 165 - - - - Cash dividends - - - - ( 1,828,815 ) - - - ( 1,828,815 ) Profit for the year - - - - 2,222,888 - - - 2,222,888 Employee stock options exercised by subsidiary 6(21) - ( 6,735 ) ------( 6,735 ) Share-based payment transactions - 1,019 ------1,019 Employee stock options exercised 6(19)(20) 21,662 30,111 ------51,773 Cumulative translation differences of foreign operations - - - - - ( 202,450 ) - - ( 202,450 ) Unrealized loss on valuation of available-for-sale 6(3) financial assets ------( 10,571 ) - ( 10,571 ) Other comprehensive income for the year - - - - ( 148,214 ) - - - ( 148,214 ) Balance at December 31, 2016 $ 7,632,738 $ 3,322,098 $ 3,056,071 $ 768,121 $ 2,519,655 ( $ 235,466 ) $ 46,961 ( $ 11,835 ) $ 17,098,343

Note1: The directors' and supervisors' remuneration were $15,000 in both 2015 and 2014, the employees' bonus of $55,111 and $51,092 had deducted from the statement of comprehensive income for the year ended December 31, 2015 and 2014.

The accompanying notes are an integral part of these financial statements.

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CTCI CORPORATION STATEMENTS OF CASH FLOWS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Notes 2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax $ 2,594,658 $ 2,464,157 Adjustments Adjustments to reconcile profit (loss) Impairment losses 6(4) - 30,576 Depreciation 6(10)(11) 47,042 53,940 Amortization 6(24) 124,685 111,929 Provision for allowance for doubtful account 159,660 787,005 Loss (gain) on valuation of financial assets 6(2) 75,787 ( 52,928 ) Loss (gain) on disposal of property, plant and equipment 149 ( 12 ) Investment income accounted for under the equity 6(9) method ( 1,249,609 ) ( 1,037,002 ) Realized gain from intercompany transactions ( 1,980 ) ( 1,980 ) Dividends income ( 17,662 ) ( 27,139 ) Interest income ( 18,845 ) ( 69,426 ) Interest expense 4,504 5,016 Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss 59,264 1,132,926 Notes receivable, net 427,000 38,463 Accounts receivable, net 1,678,721 ( 1,075,814 ) Other receivables 26,631 6,963 Other receivables - related parties 20,696 34,249 Receivables from customers on construction contracts 816,194 ( 4,585,700 ) Prepayments ( 234,043 ) 507,221 Other current assets ( 2,578,749 ) - Other non-current assets 33,683 10,605 Changes in operating liabilities Notes payable ( 7,431 ) 3,107 Accounts payable 349,077 ( 1,977,945 ) Accounts payable - related parties ( 836,368 ) 336,450 Payables to customers on construction contracts 6,971,240 ( 775,526 ) Other payables ( 57,241 ) 125,740 Other payables - related parties ( 46,006 ) 38,978 Accrued pension liabilities ( 244,883 ) ( 147,344 ) Other current liabilities ( 1,009,073 ) ( 60,235 ) Cash inflow (outflow) generated from operations 7,087,101 ( 4,123,726 ) Interest received 7,268 63,754 Interest paid ( 5,026 ) ( 4,495 ) Dividends received 1,025,747 699,600 Income tax paid ( 449,522 ) ( 367,348 ) Net cash flows from (used in) operating activities 7,665,568 ( 3,732,215 )

(Continued)

Minutes of 2017 Annual General Meeting of Shareholders - 26 -

CTCI CORPORATION STATEMENTS OF CASH FLOWS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Notes 2016 2015

CASH FLOWS FROM INVESTING ACTIVITIES Decrease in other receivables - related parties $ 629,100 $ 19,690 Interest received-related parties 12,203 14,083

Decrease (increase) in available-for-sale financial assets 35,193 ( 77,769 )

Increase in long-term investment - subsidiaries 6(9) ( 678,700 ) ( 40,360 ) Acquisition of property, plant and equipment 6(10) ( 22,440 ) ( 42,165 )

Acquisition of investment property 6(11) ( 700 ) -

Proceeds from disposal of property, plant and equipment 441 39

Increase in computer software cost ( 80,463 ) ( 74,548 )

Increase in fundable deposits (shown in other non-current

assets) ( 4,412 ) ( 3,823 )

Net cash flows used in investing activities ( 109,778 ) ( 204,853 )

CASH FLOWS FROM FINANCING ACTIVITIES Decrease (increase) in short-term borrowings ( 2,126,000 ) 2,126,000

Increase in other payables - 522 (Decrease) increase in deposits received ( 25,944 ) 30,154

Cash dividends paid ( 1,828,815 ) ( 1,698,089 )

Proceeds from employee stock options exercised 51,773 81,756

Net cash flows (used in) from financing activities ( 3,928,986 ) 540,343

Net increase (decrease) in cash and cash equivalents 3,626,804 ( 3,396,725 )

Cash and cash equivalents at beginning of year 1,182,557 4,579,282

Cash and cash equivalents at end of year $ 4,809,361 $ 1,182,557

The accompanying notes are an integral part of these financial statements.

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CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2016 December 31, 2015 Assets Notes AMOUNT % AMOUNT % Current assets 1100 Cash and cash equivalents 6(1) $ 13,832,291 21 $ 4,654,483 8 1110 Financial assets at fair value 6(2) through profit or loss - current 911,680 2 804,392 1 1125 Available-for-sale financial 6(3) assets - current 567,492 1 674,916 1 1150 Notes receivable, net 6(5) 60,836 - 33,036 - 1160 Notes receivable - related 7 parties - - 586,246 1 1170 Accounts receivable, net 6(5) 4,704,562 7 6,579,269 11 1180 Accounts receivable - related 7 parties 9,996 - 32,679 - 1190 Due from customers for 6(6) contract work 23,315,840 35 26,890,108 45 1200 Other receivables 230,115 - 359,333 - 1210 Other receivables - related 7 parties 33,663 - 32,450 - 1220 Current income tax assets 127,439 - 3,372 - 130X Inventories 189,549 - 141,462 - 1410 Prepayments 6(7) 4,233,196 7 3,387,189 6 1470 Other current assets 6(8) and 8 3,177,962 5 1,119,872 2 11XX Current Assets 51,394,621 78 45,298,807 75 Non-current assets 1543 Financial assets measured at 6(4) cost - non-current 543,746 1 543,670 1 1550 Investments accounted for 6(9) using equity method 2,802,110 4 2,436,736 4 1600 Property, plant and 6(10) and 8 equipment, net 6,876,224 10 7,001,676 12 1760 Investment property, net 6(11) and 8 817,402 1 822,392 1 1780 Intangible assets 127,686 - 121,469 - 1840 Deferred income tax assets 6(27) 534,148 1 517,930 1 1900 Other non-current assets 6(12) and 8 3,128,952 5 3,487,906 6 15XX Non-current assets 14,830,268 22 14,931,779 25 1XXX Total assets $ 66,224,889 100 $ 60,230,586 100

(Continued)

Minutes of 2017 Annual General Meeting of Shareholders - 35 -

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

December 31, 2016 December 31, 2015 Liabilities and Equity Notes AMOUNT % AMOUNT % Current liabilities 2100 Short-term borrowings 6(13) $ 1,705,686 3 $ 4,284,834 7 2120 Financial liabilities at fair 6(2) value through profit or loss - current 243,119 - 9,469 - 2150 Notes payable 7,023 - 21,306 - 2170 Accounts payable 6(14) 15,789,320 24 15,019,223 25 2180 Accounts payable - related 7 parties 539,736 1 1,030,827 2 2190 Due to customers for 6(6) contract work 18,243,722 27 8,876,451 15 2200 Other payables 6(15) 2,715,836 4 2,586,401 4 2220 Other payables - related parties 16 - - - 2230 Current income tax liabilities 361,718 1 330,877 - 2300 Other current liabilities 6(16)(17) 691,529 1 2,230,217 4 21XX Current Liabilities 40,297,705 61 34,389,605 57 Non-current liabilities 2540 Long-term borrowings 6(17) 2,265,150 3 2,611,950 4 2570 Deferred income tax 6(27) liabilities 501,150 1 496,941 1 2600 Other non-current liabilities 6(18) 2,970,835 5 3,004,007 5 25XX Non-current liabilities 5,737,135 9 6,112,898 10 2XXX Total Liabilities 46,034,840 70 40,502,503 67 Equity attributable to owners of parent Share capital 6(21) 3110 Common stock 7,632,738 12 7,611,076 13 Capital surplus 6(20)(22) 3200 Capital surplus 3,322,098 4 3,297,703 5 Retained earnings 6(23)(27) 3310 Legal reserve 3,056,071 5 2,852,010 5 3320 Special reserve 768,121 1 768,286 1 3350 Unappropriated retained earnings 2,519,655 4 2,477,692 4 Other equity interest 3400 Other equity interest ( 188,505) - 24,516 - 3500 Treasury stocks 6(21) ( 11,835) - ( 11,835) - 31XX Equity attributable to owners of the parent 17,098,343 26 17,019,448 28 36XX Non-controlling interest 3,091,706 4 2,708,635 5 3XXX Total equity 20,190,049 30 19,728,083 33 Significant contingent liabilities 9 and unrecognized contract commitments Significant events after the 11 balance sheet date 3X2X Total liabilities and equity $ 66,224,889 100 $ 60,230,586 100

The accompanying notes are an integral part of these consolidated financial statements.

Minutes of 2017 Annual General Meeting of Shareholders - 36 -

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE AMOUNTS)

Year ended December 31 2016 2015 Items Notes AMOUNT % AMOUNT % 4000 Operating revenue 6(24) and 7 $ 70,509,675 100 $ 67,057,640 100 5000 Operating costs 6(25)(26) and 7 ( 64,323,846 ) ( 91) ( 61,621,562 ) ( 92 ) 5900 Gross Profit 6,185,829 9 5,436,078 8 Operating expenses 6(25)(26) 6200 General & administrative expenses ( 1,907,276 ) ( 3) ( 2,329,266 ) ( 3 ) 6300 Research and development expenses ( 116,030 ) - ( 104,900 ) - 6000 Total operating expenses ( 2,023,306 ) ( 3) ( 2,434,166 ) ( 3 ) 6900 Operating income 4,162,523 6 3,001,912 5 Non-operating income and expenses 7010 Other income 133,000 - 231,356 - 7020 Other gains and losses ( 282,094 ) - 171,698 - 7050 Finance costs ( 80,344 ) - ( 89,468 ) - 7060 Share of profit of associates and 6(9) joint ventures accounted for under equity method 45,383 - 5,154 - 7000 Total non-operating income and expenses ( 184,055 ) - 318,740 - 7900 Profit before income tax 3,978,468 6 3,320,652 5 7950 Income tax expense 6(27) ( 964,753 ) ( 2) ( 750,509 ) ( 1 ) 8200 Profit for the period $ 3,013,715 4 $ 2,570,143 4 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Other comprehensive income, before tax, actuarial gains (losses) on defined benefit plans ( $ 178,250 ) - ( $ 145,339 ) - 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss ( 2,829 ) - ( 6,391 ) - 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 30,303 - 24,708 - Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations ( 215,885 ) - ( 165,171 ) ( 1 ) 8362 Unrealized loss on valuation of 6(3) available-for-sale financial assets ( 12,642 ) - ( 101,322 ) - 8300 Total other comprehensive loss for the period ( $ 379,303 ) - ( $ 393,515 ) ( 1 ) 8500 Total comprehensive income for the period $ 2,634,412 4 $ 2,176,628 3 Profit attributable to: 8610 Owners of the parent $ 2,222,888 3 $ 2,040,610 3 8620 Non-controlling interest 790,827 1 529,533 1 Total $ 3,013,715 4 $ 2,570,143 4 Comprehensive income attributable to: 8710 Owners of the parent $ 1,861,653 3 $ 1,695,145 2 8720 Non-controlling interest 772,759 1 481,483 1 Total $ 2,634,412 4 $ 2,176,628 3

9750 Basic earnings per share 6(28) $ 2.92 $ 2.69 9850 Diluted earnings per share 6(28) $ 2.91 $ 2.68

The accompanying notes are an integral part of these consolidated financial statements.

Minutes of 2017 Annual General Meeting of Shareholders - 37 -

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Equity attributable to owners of the parent Retained Earnings Other equity interest Cumulative translation Unrealized gain or differences of loss on Common Capital Unappropriate foreign available-for-sale Treasury Non-controlling Notes stock surplus Legal reserve Special reserve d earnings operations financial assets stocks Total interest Total equity

For the year ended December 31, 2015 Balance at January 1, 2015 $ 7,575,303 $ 3,230,033 $ 2,663,798 $ 778,162 $ 2,432,925 $ 102,387 $ 148,176 ( $ 11,835 ) $ 16,918,949 $ 2,565,206 $ 19,484,155 Appropriation of 2014 earnings Legal reserve - - 188,212 - ( 188,212 ) ------Special reserve - - - ( 9,876 ) 9,876 ------Cash dividends - - - - ( 1,698,089 ) - - - ( 1,698,089 ) ( 382,095 ) ( 2,080,184 ) Profit for the year - - - - 2,040,610 - - - 2,040,610 529,533 2,570,143 Employee stock options exercised by 6(22) subsidiary - 19,556 ------19,556 40,539 60,095 Convertible bonds transferred to common 6(22) stock - ( 819 ) ------( 819 ) ( 572 ) ( 1,391 ) Share-based payment transactions 6(22) - 2,950 ------2,950 4,074 7,024 Employee stock options exercised 6(21)(22) 35,773 45,983 ------81,756 - 81,756 Cumulative translation differences of foreign operations - - - - - ( 135,403 ) - - ( 135,403 ) ( 29,768 ) ( 165,171 ) Unrealized loss on valuation of 6(3) available-for-sale financial assets ------( 90,644 ) - ( 90,644 ) ( 10,678 ) ( 101,322 ) Other comprehensive income for the year - - - - ( 119,418 ) - - - ( 119,418 ) ( 7,604 ) ( 127,022 ) Balance at December 31, 2015 $ 7,611,076 $ 3,297,703 $ 2,852,010 $ 768,286 $ 2,477,692 ( $ 33,016 ) $ 57,532 ( $ 11,835 ) $ 17,019,448 $ 2,708,635 $ 19,728,083 For the year ended December 31, 2016 Balance at January 1, 2016 $ 7,611,076 $ 3,297,703 $ 2,852,010 $ 768,286 $ 2,477,692 ( $ 33,016 ) $ 57,532 ( $ 11,835 ) $ 17,019,448 $ 2,708,635 $ 19,728,083 Appropriation of 2015 earnings Legal reserve - - 204,061 - ( 204,061 ) ------Special reserve - - - ( 165 ) 165 ------Cash dividends - - - - ( 1,828,815 ) - - - ( 1,828,815 ) ( 602,871 ) ( 2,431,686 ) Profit for the period - - - - 2,222,888 - - - 2,222,888 790,827 3,013,715 Employee stock options exercised by 6(22) subsidiary - ( 6,735 ) ------( 6,735 ) 30,514 23,779 Share-based payment transactions 6(22) - 1,019 ------1,019 837 1,856 Employee stock options exercised 6(21)(22) 21,662 30,111 ------51,773 - 51,773 Cumulative translation differences of foreign operations - - - - - ( 202,450 ) - - ( 202,450 ) ( 13,435 ) ( 215,885 ) Unrealized loss on valuation of 6(3) available-for-sale financial assets ------( 10,571 ) - ( 10,571 ) ( 2,071 ) ( 12,642 ) Increase in non-controlling interests ------181,832 181,832 Other comprehensive income for the year - - - - ( 148,214 ) - - - ( 148,214 ) ( 2,562 ) ( 150,776 ) Balance at December 31, 2016 $ 7,632,738 $ 3,322,098 $ 3,056,071 $ 768,121 $ 2,519,655 ( $ 235,466 ) $ 46,961 ( $ 11,835 ) $ 17,098,343 $ 3,091,706 $ 20,190,049

The accompanying notes are an integral part of these consolidated financial statements.

Minutes of 2017 Annual General Meeting of Shareholders - 38 -

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Notes 2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax $ 3,978,468 $ 3,320,652 Adjustments Adjustments to reconcile profit (loss) Loss (gain) on valuation of financial assets 6(2) 272,187 ( 54,530 ) Loss on reduction of capital of investments 502 26,671 (Gain) loss on disposal of property, plant and equipment ( 2,875 ) 359 Share of profit of associates and joint ventures accounted 6(9) for under equity method ( 45,383 ) ( 5,154 ) Depreciation 6(25) 360,965 333,511 Amortization 6(25) 157,331 147,740 Provision for allowance for doubtful accounts 157,342 797,611 Interest income ( 43,460 ) ( 121,013 ) Other income ( 540 ) - Dividends income ( 23,063 ) ( 42,962 ) Interest expense 80,344 89,468 Impairment losses 6(4) - 30,733 Compensation costs for employee stock options 6(26) 1,863 9,259 Discount on convertible bonds recognized as interest expense - 182 Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss ( 516,353 ) 798,115 Notes receivable (including related parties) 398,786 16,990 Accounts receivable (including related parties) 1,899,709 ( 1,654,476 ) Due from customers for contract work 3,574,268 ( 8,131,135 ) Other receivables 124,956 ( 88,752 ) Other receivables - related parties ( 1,202 ) 5,550 Inventories ( 48,087 ) 174,707 Prepayments ( 846,007 ) 245,650 Other current assets ( 2,058,090 ) ( 894,281 ) Other non-current assets 333,749 184,935 Changes in operating liabilities Notes payable ( 14,283 ) 1,909 Accounts payable 770,097 ( 434,830 ) Accounts payable - related parties ( 491,091 ) 841,528 Due to customers for contract work 9,367,271 ( 1,113,110 ) Other payables 125,138 60,404 Other payables-related parties ( 566 ) - Other current liabilities ( 1,538,689 ) 116,433 Other non-current liabilities ( 126,204 ) ( 201,662 ) Cash inflow (outflow) generated from operations 15,847,083 ( 5,539,498 ) Interest received 47,722 133,321 Dividends received 60,322 90,169 Interest paid ( 80,889 ) ( 87,701 ) Income tax paid ( 733,648 ) ( 616,329 ) Net cash flows from (used in) operating activities 15,140,590 ( 6,020,038 )

(Continued)

Minutes of 2017 Annual General Meeting of Shareholders - 39 -

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Notes 2016 2015

CASH FLOWS FROM INVESTING ACTIVITIES Decrease in other receivables due from related parties ( $ 10 ) $ - Interest received 2,464 463 Increase in available-for-sale financial assets ( 69,574 ) ( 75,540 ) (Increase) decrease in financial assets measured at cost-non current ( 81 ) 27 Proceeds from liquidation of capital of investee company 6(4)(9) 2,424 - Increase in investments accounted for under the equity method 6(9) ( 399,695 ) ( 419,922 ) Proceeds from disposal of subsidiary shares - 11,380 Acquisition of property, plant and equipment 6(10) ( 347,572 ) ( 356,509 ) Proceeds from disposal of property, plant and equipment 4,537 8,454 Increase in intangible assets ( 80,463 ) ( 75,529 ) Decrease (increase) in refundable deposits 231 ( 11,912 ) (Increase) decrease in other non-current assets ( 60,036 ) 22,760 Net cash flows used in investing activities ( 947,775 ) ( 896,328 ) CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings ( 2,579,148 ) 3,931,216 Repayment of long-term borrowings ( 323,200 ) ( 314,400 ) (Decrease) increase in deposits received (recognized in other non-current liabilities) ( 40,418 ) 64,470 Proceeds from employee stock options exercised 114,445 159,444 Cash dividends paid ( 2,431,686 ) ( 2,080,184 ) Increase in non-controlling interest 245,000 - Net cash flows (used in) from financing activities ( 5,015,007 ) 1,760,546 Net increase (decrease) in cash and cash equivalents 9,177,808 ( 5,155,820 ) Cash and cash equivalents at beginning of year 4,654,483 9,810,303 Cash and cash equivalents at end of year $ 13,832,291 $ 4,654,483

The accompanying notes are an integral part of these consolidated financial statements.

Minutes of 2017 Annual General Meeting of Shareholders - 40 -

Attachment 5

The Directors’ and Employees’ Remuneration of 2016

1 It is processed in accordance with the Article 37 of “Articles of Incorporation” of the Company.

2 Profit before income tax for year ended December 31, 2016 was TWD 2,676,141,957 before deducting directors’ and employees’ remuneration of the Company. The Board of Directors of the Company resolved that TWD 15,000,000 of directors’ remuneration(contribution rate : 0.56%) and TWD 66,484,328 of employees’ remuneration(contribution rate : 2.48%) will be distributed by cash. There is no difference between the amount of employees’ compensation and directors’ remuneration recognized in the 2016 financial statements.

Minutes of 2017 Annual General Meeting of Shareholders - 41 -

Attachment 6 CTCI Corporation The Balance of the Company’s Guarantees and Endorsements December 31, 2016 Unit: TWD thousands guarantees and endorsements Item as of 2016/12/31 as of 2015/12/31

CB&I-CTCI B.V. 6,822,929 253,771

CCJV P1 E&C Sdn. Bhd. 1,271,861 657,900

CIMAS Engineering Co., Ltd. 32,199 32,895

CINDA Engineering & Construction Pvt. Ltd. 2,247,063 2,231,320

CTCI (Thailand) Co., Ltd. 2,545,538 3,138,420

CTCI Arabia Ltd. 5,114,659 5,416,968

CTCI Malaysia Sdn. Bhd. 1,261,313 1,381,590

CTCI Singapore Pte. Ltd. 2,244,379 1,743,479

Universal Engineering(BVI) Corporation 32,199 32,895

CTCI Shanghai Co., Ltd. 514,870 561,708

CTCI Chemicals Corporation 20,527 21,563

CTCI Overseas Corporation Limited 4,198,800 4,514,222

CTCI Beijing Co., Ltd. 646,510 703,023

CTCI Machinery Corporation 369,974 371,497

CTCI Smart Engineering Corporation 30,187 31,431

CTCI&HEC Water Business Corporation 102,000 -

Blue Whale Water Technology Corporation 769,300 -

Total 28,224,308 21,092,682 Note: (2016/12/31 Net worth:17,098.343 million) 1. The ceiling on the total amount of endorsements or guarantees made by the Company is TWD 102,590.058 million. 2. The ceiling on the total amount of endorsements or guarantees for any single entity is TWD 51,295.029 million.

Minutes of 2017 Annual General Meeting of Shareholders - 42 -

Attachment 7 CTCI Corporation Table of Amendments to “Ethical Corporate Management Principles” Article Existing Provisions Amendments Name of Ethical Corporate Management Principles Ethical Corporate Management Principles Principles of CTCI Corporation of CTCI Article 1 (Purpose and scope) (Purpose and scope) Ethical Corporate Management Principles Ethical Corporate Management Principles ("Principles") is promulgated to foster a (“the Principles”) are adopted to assist corporate culture of ethical management CTCI to foster a corporate culture of and sound development. ethical management, sound development The Principles are applicable to and good commercial practices. subsidiaries of CTCI Corporation (“the These Principles are applicable to CTCI’s Company”), and other institutions or subsidiaries, and other institutions or juridical persons which are substantially juridical persons which are substantially controlled by the Company ("Business controlled by CTCI ("business group"). Group"). CTCI shall promote these Principles to business partners, suppliers, vendors rigorously and thoroughly, in order for them to understand, identify and adopt the Principles defined by CTCI. Article 2 (Prevention of unethical conduct) (Prevention of unethical conduct) When engaging in commercial activities, When engaging in commercial activities, directors, supervisors, managers, directors, supervisors, managers, employees of the Company, the employees, and mandataries of CTCI or mandataries, or persons having persons having substantial control over substantial control over it ("substantial CTCI ("substantial controllers") shall not controllers") shall not directly or directly or indirectly offer, promise to indirectly offer, promise to offer, request offer, request or accept any improper or accept any improper benefits, nor benefits, nor commit unethical acts commit unethical acts including breach of including breach of ethics, illegal acts, or ethics, illegal acts, or breach of fiduciary breach of fiduciary duty ("unethical duty ("unethical conduct") for purposes conduct") for purposes of acquiring or of acquiring or maintaining benefits. maintaining benefits. Parties referred to in the preceding Parties referred to in the preceding paragraph include civil servants, political paragraph include civil servants, political candidates, political parties or members candidates, political parties or members of political parties, state-run or of political parties, state-run or private-owned businesses or institutions, private-owned businesses or institutions, and their directors, supervisors, and their directors, supervisors, managers, employees or substantial managers, employees or substantial controllers or other interested parties. controllers or other stakeholders. Article 4 (Compliance with laws and regulations) (Compliance with laws and regulations) The Company shall comply with the CTCI shall comply with the Company Act, Company Act, Securities and Exchange Securities and Exchange Act, Business Act, Business Entity Accounting Act, Entity Accounting Act, Political Donations Political Donations Act, Anti-Corruption Act, Anti-Corruption Statute, Government Statute, Government Procurement Act, Procurement Act, Act on Recusal of Public Act on Recusal of Public Servants Due to Servants Due to Conflicts of Interest, Conflicts of Interest, TWSE/GTSM-listing TWSE/GTSM listing rules, or other laws or

Minutes of 2017 Annual General Meeting of Shareholders - 43 -

Article Existing Provisions Amendments rules, or other laws or regulations regulations regarding commercial regarding commercial activities, as the activities, as the underlying basic premise underlying basic premise to facilitate to facilitate ethical corporate ethical corporate management. management. Article 5 (Policies) (Policies) The Company shall abide by the CTCI shall abide by the operational operational philosophies of honesty, philosophies of honesty, transparency transparency and responsibility, base and responsibility, base policies on the policies on the principle of good faith and principle of good faith and establish good establish good corporate governance and corporate governance and risk control risk control and management mechanism and management mechanism so as to so as to create an operational create an operational environment for environment for sustainable sustainable development. development. Article 6 (Prevention program) (Prevention program) The Company should in their own ethical CTCI should in their own ethical management policy clearly and management policy clearly and thoroughly prescribe the specific ethical thoroughly prescribe the specific ethical management practices and the programs management practices and the programs to forestall unethical conduct to forestall unethical conduct ("prevention programs"), including ("prevention programs"), including operational procedures, guidelines, and operational procedures, guidelines, and training. training. When establishing the prevention When establishing the prevention program, the Company shall comply with programs, CTCI shall comply with relevant relevant laws and regulations of the laws and regulations of the territory territory where the company and its where the business group are operating. Business Group are operating. Article 7 (Scope of prevention program) (Scope of prevention program) When establishing the prevention When establishing the prevention program, the Company shall analyze programs, CTCI shall analyze which which business activities within their business activities within their business business scope which may be at a higher scope which are possibly at a higher risk risk of being involved in an unethical of being involved in an unethical conduct, conduct, and strengthen the preventive and strengthen the preventive measures. measures. The prevention programs adopted by The prevention program established by CTCI shall at least include preventive the Company shall at least include measures against the following: preventive measures against the following: 1. Offering and acceptance of bribes. 1. Offering and acceptance of bribes. 2. Illegal political donations. 2. Illegal political donations. 3. Improper charitable donations or 3. Improper charitable donations or sponsorship. sponsorship. 4. Offering or acceptance of 4. Offering or acceptance of unreasonable presents or hospitality, unreasonable presents or hospitality, or other improper benefits. or other improper benefits. 5. Misappropriation of trade secrets and 5. Misappropriation of trade secrets and infringement of trademark rights, infringement of trademark rights, patent rights, copyrights, and other patent rights, copyrights, and other

Minutes of 2017 Annual General Meeting of Shareholders - 44 -

Article Existing Provisions Amendments intellectual property rights. intellectual property rights. 6. Engaging in unfair competitive 6. Engaging in unfair competitive practices. practices. 7. Damage directly or indirectly caused to 7. Damage directly or indirectly caused to the rights or interests, health, or safety the rights or interests, health, or safety of consumers or other stakeholders in of consumers or other stakeholders in the course of research and the course of research and development, procurement, development, procurement, manufacture, provision, or sale of manufacture, provision, or sale of products and services. products and services. Article 8 (Undertaking and enforcement) (Undertaking and enforcement) The Company and its respective Business CTCI shall clearly specify in their rules and Group shall clearly specify in their rules external documents the ethical corporate and external documents the ethical management policies and the corporate management policies and the commitment by the board of directors commitment by the board of directors and the management on rigorous and and the management on rigorous and thorough implementation of such thorough implementation of such policies, and shall carry out the policies in policies, and shall carry out the policies in internal management and in commercial internal management and in commercial activities. activities. Article 9 (Ethical engagement in commercial (Ethical engagement in commercial activities) activities) The Company shall engage in commercial CTCI shall engage in commercial activities activities in a fair and transparent manner in a fair and transparent manner based based on the principle of ethical on the principle of ethical management. management. Prior to any commercial transactions, Prior to any commercial transactions, the CTCI shall take into consideration the Company shall take into consideration legality of their agents, suppliers, clients, the legality of their agents, suppliers, or other trading counterparties and clients, or other trading counterparties whether any of them are involved in and whether any of them are involved in unethical conduct, and shall avoid any unethical conduct, and shall avoid any dealings with persons so involved. dealings with persons so involved. When entering into contracts with When entering into contracts with agents, suppliers, clients, or other trading agents, suppliers, clients, or other trading counterparties, CTCI shall include in such counterparties, the Company shall contracts terms requiring compliance include in such contracts terms requiring with ethical corporate management compliance with ethical corporate policy and that in the event the trading management policy and that in the event counterparties are involved in unethical the trading counterparties are involved in conduct, CTCI may at any time terminate unethical conduct, the Company may at or rescind the contracts. any time terminate or rescind the contracts. Article 10 (Prevention of benefits offering and (Prevention of benefits offering and accepting) accepting) When conducting business, the Company When conducting business, CTCI and the and the directors, supervisors, managers, directors, supervisors, managers, employees, mandataries, and substantial employees, mandataries, and substantial controllers, may not directly or indirectly controllers, may not directly or indirectly

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Article Existing Provisions Amendments offer, promise to offer, request, or accept offer, promise to offer, request, or accept any improper benefits in whatever form any improper benefits in whatever form to or from clients, agents, contractors, to or from clients, agents, contractors, suppliers, public servants, or other suppliers, public servants, or other stakeholders. stakeholders. Article 11 (Prevention of unauthorized political (Prevention of unauthorized political donations) donations) When directly or indirectly offering a When directly or indirectly offering a donation to political parties or donation to political parties or organizations or individuals participating organizations or individuals participating in political activities, the Company and in political activities, CTCI and the the directors, supervisors, managers, directors, supervisors, managers, employees, mandataries, and substantial employees, mandataries, and substantial controllers, shall comply with the Political controllers, shall comply with the Political Donations Act and relevant internal Donations Act and relevant internal operational procedures, and shall not operational procedures, and shall not make such donations in exchange for make such donations in exchange for commercial gains or business advantages. commercial gains or business advantages. Article 12 (Prevention of improper donations and (Prevention of improper donations and sponsorship) sponsorship) When making or offering donations and When making or offering donations and sponsorship, the Company and the sponsorship, CTCI and the directors, directors, supervisors, managers, supervisors, managers, employees , employees , mandataries, and substantial mandataries, and substantial controllers controllers shall comply with relevant shall comply with relevant laws and laws and regulations and internal regulations and internal operational operational procedures, and shall not procedures, and shall not surreptitiously surreptitiously engage in bribery engage in bribery. Article 13 (Prevention of unreasonable presents, (Prevention of unreasonable presents, hospitality or other improper benefits) hospitality or other improper benefits) The Company and the directors, CTCI and the directors, supervisors, supervisors, managers, employees, managers, employees, mandataries, and mandataries, and substantial controllers substantial controllers shall not directly shall not directly or indirectly offer or or indirectly offer or accept any accept any unreasonable presents, unreasonable presents, hospitality or hospitality or other improper benefits to other improper benefits to establish establish business relationship or business relationship or influence influence commercial transactions commercial transactions Article 14 (Prevention for Infringement of (Prevention for Infringement of Intellectual Property Right) Intellectual Property Right) The Company and the directors, CTCI and the directors, supervisors, supervisors, managers, employees, managers, employees, mandataries, and mandataries, and substantial controllers substantial controllers shall observe shall observe applicable laws and applicable laws and regulations, CTCI's regulations, the Company's internal internal operational procedures, and operational procedures, and contractual contractual provisions concerning provisions concerning intellectual intellectual property, and may not use, property, and may not use, disclose, disclose, dispose, or damage intellectual dispose, or damage intellectual property property or otherwise infringe or otherwise infringe intellectual intellectual property rights without the

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Article Existing Provisions Amendments property rights without the prior consent prior consent of the intellectual property of the intellectual property rights holder. rights holder. Article 15 (Unfair Competition Prevention) (Unfair Competition Prevention) The Company shall engage in business CTCI shall engage in business activities in activities in accordance with applicable accordance with applicable competition competition laws and regulations, and laws and regulations, and may not fix may not fix prices, make rigged bids, prices, make rigged bids, establish output establish output restrictions or quotas, or restrictions or quotas, or share or divide share or divide markets by allocating markets by allocating customers, customers, suppliers, territories, or lines suppliers, territories, or lines of of commerce. commerce. Article 16 (Prevention for Rights Violation Caused (Prevention for Rights Violation Caused by Products or Services for Interested by Products or Services for Interested Parties) Parties) In the course of research and In the course of research and development, procurement, development, procurement, manufacture, provision, or sale of manufacture, provision, or sale of products and services, the Company and products and services, CTCI and the its directors, supervisors, managers, directors, supervisors, managers, employees, mandataries, and substantial employees, mandataries, and substantial controllers shall observe applicable laws controllers shall observe applicable laws and regulations and international and regulations and international standards to ensure the transparency of standards to ensure the transparency of information about, and safety of, their information about, and safety of, their products and services. The Company shall products and services. CTCI shall also also adopt and publish a policy on the adopt and publish a policy on the protection of the rights and interests of protection of the rights and interests of consumers or other stakeholders, and consumers or other stakeholders, and carry out the policy in the operations, carry out the policy in the operations, with a view to preventing products and with a view to preventing products and services from directly or indirectly services from directly or indirectly damaging the rights and interests, health, damaging the rights and interests, health, and safety of consumers or other and safety of consumers or other stakeholders. Where there are sufficient stakeholders. Where there are sufficient facts to determine that the Company's facts to determine that CTCI's products or products or services are likely to pose any services are likely to pose any hazard to hazard to the safety and health of the safety and health of consumers or consumers or other stakeholders, the other stakeholders, CTCI shall, in Company shall, in principle, recall those principle, recall those products or products or suspend the services suspend the services immediately. immediately. Article 17 (Organization and responsibility) (Organization and responsibility) The directors, supervisors, managers, The directors, supervisors, managers, employees, mandataries, and substantial employees, mandataries, and substantial controllers of the Company shall exercise controllers of CTCI shall exercise the due the due care of good administrators to care of good administrators to urge the urge the company to prevent unethical company to prevent unethical conduct, conduct, always review the results of the always review the results of the preventive measures and continually preventive measures and continually make adjustments so as to ensure make adjustments so as to ensure

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Article Existing Provisions Amendments thorough implementation of its ethical thorough implementation of its ethical corporate management policies. corporate management policies. To achieve sound ethical corporate To achieve sound ethical corporate management, the Company may management, CTCI may establish a establish a dedicated unit that is under dedicated unit that is under the board of the board of directors and responsible for directors and responsible for establishing establishing and supervising the and supervising the implementation of implementation of the ethical corporate the ethical corporate management management policies and prevention policies and prevention programs. The programs. The dedicated unit shall be in dedicated unit shall be in charge of the charge of the following matters: following matters: 1. Assisting in incorporating ethics and 1. Assisting in incorporating ethics and moral values into the company's moral values into the company's business strategy and adopting business strategy and adopting appropriate prevention measures appropriate prevention measures against corruption and malfeasance to against corruption and malfeasance to ensure ethical management in ensure ethical management in compliance with the requirements of compliance with the requirements of laws and regulations. laws and regulations. 2. Adopting programs to prevent 2. Adopting programs to prevent unethical conduct and setting out in unethical conduct and setting out in each program the standard operating each program the standard operating procedures and conduct guidelines procedures and conduct guidelines with respect to the company's with respect to the company's operations and business. operations and business. 3. Planning the internal organization, 3. Planning the internal organization, structure, and allocation of structure, and allocation of responsibilities and setting up responsibilities and setting up check-and-balance mechanisms for check-and-balance mechanisms for mutual supervision of the business mutual supervision of the business activities within the business scope activities within the business scope which are possibly at a higher risk for which are possibly at a higher risk for unethical conduct. unethical conduct. 4. Promoting and coordinating 4. Promoting and coordinating awareness and educational activities awareness and educational activities with respect to ethics policy. with respect to ethics policy. 5. Developing a whistle-blowing system 5. Developing a whistle-blowing system and ensuring its operating and ensuring its operating effectiveness. effectiveness. 6. Assisting the board of directors and 6. Assisting the board of directors and management in auditing and assessing management in auditing and assessing whether the prevention measures whether the prevention measures taken for the purpose of implementing taken for the purpose of implementing ethical management are effectively ethical management are effectively operating, and preparing reports on operating, and preparing reports on the regular assessment of compliance the regular assessment of compliance with ethical management in operating with ethical management in operating procedures. procedures. Article 18 (Compliance with laws and regulations (Compliance with laws and regulations for business conducting) for business conducting)

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Article Existing Provisions Amendments The Company and its directors, CTCI and the directors, supervisors, supervisors, managers, employees, managers, employees, mandataries, and mandataries and substantial controllers substantial controllers shall comply with shall comply with laws and regulations laws and regulations and the prevention and the prevention program when programs when conducting business conducting business. Article 19 (Prevention of interests conflicts) (Prevention of interests conflicts) The Company shall establish policies for CTCI shall establish policies for preventing preventing conflicts of interest to conflicts of interest to identify, monitor, identify, monitor, and manage risks and manage risks possibly resulting from possibly resulting from unethical conduct, unethical conduct, and shall also offer and shall also offer appropriate means for appropriate means for directors, directors, supervisors, managers, and supervisors, managers, and other other stakeholders attending or present stakeholders attending or present at at board meetings to voluntarily explain board meetings to voluntarily explain whether their interests would potentially whether their interests would potentially conflict with those of the company. conflict with those of the company. When a proposal at a given board of When a proposal at a given board of directors meeting concerns the personal directors meeting concerns the personal interest of, or the interest of the juristic interest of, or the interest of the juristic person represented by, any of the person represented by, any of the directors, supervisors, managers, and directors, supervisors, managers, and other stakeholders attending or present other stakeholders attending or present at board meetings of the Company, the at board meetings of CTCI, the concerned concerned person shall state the person shall state the important aspects important aspects of the relationship of of the relationship of interest at the given interest at the given board meeting. If his board meeting. If his or her participation or her participation is likely to prejudice is likely to prejudice the interest of CTCI, the interest of the Company, the the concerned person may not concerned person may not participate in participate in discussion of or voting on discussion of or voting on the proposal the proposal and shall recuse himself or and shall recuse himself or herself from herself from the discussion or the voting, the discussion or the voting, and may not and may not exercise voting rights as exercise voting rights as proxy for proxy for another director. The directors another director. The directors shall shall practice self-discipline and must not practice self-discipline and must not support one another in improper support one another in improper dealings. dealings. CTCI's directors, supervisors, managers, The Company's directors, supervisors, employees, mandataries, and substantial managers, employees, mandataries, and controllers shall not take advantage of substantial controllers shall not take their positions or influence in the advantage of their positions or influence companies to obtain improper benefits in the companies to obtain improper for themselves, their spouses, parents, benefits for themselves, their spouses, children or any other person. parents, children or any other person. Article 20 (Accounting and internal control systems) (Accounting and internal control systems) The Company shall establish effective CTCI shall establish effective accounting accounting systems and internal control systems and internal control systems for systems for business activities possibly at business activities possibly at a higher risk a higher risk of being involved in an of being involved in an unethical conduct,

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Article Existing Provisions Amendments unethical conduct, not have not have under-the-table accounts or under-the-table accounts or keep secret keep secret accounts, and conduct accounts, and conduct reviews regularly reviews regularly so as to ensure that the so as to ensure that the design and design and enforcement of the systems enforcement of the systems are showing are showing results. results. The internal audit unit of CTCI shall The internal audit unit of the Company periodically examine the compliance with shall periodically examine the compliance the foregoing systems and prepare audit with the foregoing systems and prepare reports and submit the same to the board audit reports and submit the same to the of directors. The internal audit unit may board of directors. The internal audit unit engage a certified public accountant to may engage a certified public accountant carry out the audit, and may engage to carry out the audit, and may engage professionals to assist if necessary. professionals to assist if necessary. Article 21 (Operational procedures and guidelines) (Operational procedures and guidelines) The Company shall establish prevention The prevention program established in program in accordance with Article 6 accordance with Article 6 hereof shall hereof shall clearly and thoroughly guide clearly and thoroughly guide directors, directors, supervisors, managers, supervisors, managers, employees, and employees, and substantial controllers on substantial controllers on how to conduct how to conduct business. The prevention business. The prevention program should program should at least contain the at least contain the following matters: following matters: 1. Standards for determining whether 1. Standards for determining whether improper benefits have been offered improper benefits have been offered or accepted. or accepted. 2. Procedures for offering legitimate 2. Procedures for offering legitimate political donations. political donations. 3. Procedures and the standard rates for 3. Procedures and the standard rates for offering charitable donations or offering charitable donations or sponsorship. sponsorship. 4. Rules for avoiding work-related 4. Rules for avoiding work-related conflicts of interests and how they conflicts of interests and how they should be reported and handled. should be reported and handled. 5. Rules for keeping confidential trade 5. Rules for keeping confidential trade secrets and sensitive business secrets and sensitive business information obtained in the ordinary information obtained in the ordinary course of business. course of business. 6. Regulations and procedures for 6. Regulations and procedures for dealing dealing with suppliers, clients and with suppliers, clients and business business transaction counterparties transaction counterparties suspected suspected of unethical conduct. of unethical conduct. 7. Handling procedures for violations of 7. Handling procedures for violations of the Principles. these Principles. 8. Disciplinary measures on offenders. 8. Disciplinary measures on offenders. Article 22 (Training and performance appraisal (Training and performance appraisal system) system) The chairperson, general manager, or The chairperson, general manager, or senior management of the Company shall senior management of CTCI shall communicate the importance of communicate the importance of

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Article Existing Provisions Amendments corporate ethics to its directors, corporate ethics to its directors, employees, and mandataries on a regular employees, and mandataries on a regular basis. basis. The Company may occasionally organize CTCI may occasionally organize training training and awareness programs for and awareness programs for directors, directors, supervisors, managers, supervisors, managers, employees, employees, mandataries, and substantial mandataries, and substantial controllers controllers and invite the Company’s and invite CTCI’s commercial transaction commercial transaction counterparties so counterparties so they understand CTCI’s they understand the Company’s resolve resolve to implement ethical corporate to implement ethical corporate management, the related policies, management, the related policies, prevention programs and the prevention programs and the consequences of committing unethical consequences of committing unethical conduct. conduct. CTCI shall apply the policies of ethical The Company shall apply the policies of corporate management when creating its ethical corporate management when employee performance appraisal system creating its employee performance and human resource policies to establish appraisal system and human resource a clear and effective reward and policies to establish a clear and effective discipline system. reward and discipline system. Article 23 (Unethical conducts reporting system) (Unethical conducts reporting system) The Company shall adopt a concrete CTCI shall adopt a concrete whistle-blowing system and scrupulously whistle-blowing system and scrupulously operate the system. The whistleblowing operate the system. The whistleblowing system shall include at least the system shall include at least the following: following: 1. An independent mailbox or hotline, 1. An independent mailbox or hotline, either internally established and either internally established and publicly announced or provided by an publicly announced or provided by an independent external institution, to independent external institution, to allow company insiders and outsiders allow company insiders and outsiders to submit reports. to submit reports. 2. Dedicated personnel or unit appointed 2. Dedicated personnel or unit appointed to handle whistleblowing system. Any to handle whistleblowing system. Any tip involving a director or senior tip involving a director or senior manager shall be reported to the manager shall be reported to the independent directors. Categories of independent directors. Categories of reported misconduct shall be reported misconduct shall be delineated and standard operating delineated and standard operating procedures for the investigation of procedures for the investigation of each shall be adopted. each shall be adopted. 3. Documentation of case acceptance, 3. Documentation of case acceptance, investigation processes, investigation investigation processes, investigation results, and relevant documents. results, and relevant documents. 4. Confidentiality of the identity of 4. Confidentiality of the identity of whistleblowers and the content of whistleblowers and the content of reported cases. reported cases. 5. Measures for protecting 5. Measures for protecting whistleblowers from inappropriate whistleblowers from inappropriate

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Article Existing Provisions Amendments disciplinary actions due to their disciplinary actions due to their whistle-blowing. whistle-blowing. 6. Whistleblowing incentive measures. 6. Whistleblowing incentive measures. When material misconduct or likelihood When material misconduct or likelihood of material impairment to the Company of material impairment to CTCI comes to comes to awareness upon investigation, awareness upon investigation, the the dedicated personnel or unit handling dedicated personnel or unit handling the the whistleblowing system shall whistleblowing system shall immediately immediately prepare a report and notify prepare a report and notify the the independent directors in written independent directors in written form. form. Article 24 (Disciplinary and complaint system) (Disciplinary and complaint system) In regards to the violations of the ethical In regards to the violations of the ethical corporate management rules of corporate management rules of disciplinary and appeal system, the disciplinary and appeal system, CTCI shall Company shall make immediate make immediate disclosure on the disclosure on the internal website of the internal website of the title and name of title and name of the violator, the date the violator, the date and details of the and details of the violation, and the violation, and the actions taken in actions taken in response. response. Article 25 (Information disclosure) (Information disclosure) The Company shall collect quantitative CTCI shall collect quantitative data about data about the promotion of ethical the promotion of ethical management management and continuously analyze and continuously analyze and assess the and assess the effectiveness of the effectiveness of the promotion of ethical promotion of ethical management policy. management policy. CTCI shall also The Company shall also disclose the disclose the measures taken for measures taken for implementing ethical implementing ethical corporate corporate management, the status of management, the status of implementation, the foregoing implementation, the foregoing quantitative data, and the effectiveness quantitative data, and the effectiveness of promotion on company websites, of promotion on company websites, annual reports, and prospectuses, and annual reports, and prospectuses, and shall disclose the ethical corporate shall disclose the ethical corporate management best practice principles on management best practice principles on the Market Observation Post System. the Market Observation Post System. Article 26 (Review and improvement in ethical (Review and improvement in ethical corporate management policies and corporate management policies and measures) measures) The Company shall at all times monitor CTCI shall at all times monitor the the development of relevant local and development of relevant local and international regulations concerning international regulations concerning ethical corporate management and ethical corporate management and encourage directors, supervisors, encourage directors, supervisors, managers, and employees to make managers, and employees to make suggestions, based on which the adopted suggestions, based on which the adopted ethical corporate management policies ethical corporate management policies and measures taken will be reviewed and and measures taken will be reviewed and improved with a view to achieving better improved with a view to achieving better implementation of ethical management. implementation of ethical management.

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Article Existing Provisions Amendments Article 27 (Implementation) (Implementation) The Principles shall be implemented after The ethical corporate management the board of directors grants the principles of CTCI shall be implemented approval, and shall be reported at a after the board of directors grants the shareholders' meeting. The same approval, and shall be reported at a procedure shall be followed when the shareholders' meeting. The same principles have been amended. procedure shall be followed when the When the ethical corporate management principles have been amended. principles are submitted for discussion by When the ethical corporate management the board of directors pursuant to the principles are submitted for discussion by preceding paragraph, the board of the board of directors pursuant to the directors shall take into full consideration preceding paragraph, the board of each independent director's opinions. If directors shall take into full consideration an independent director objects to or each independent director's opinions. If expresses reservations about any matter, an independent director objects to or it shall be recorded in the minutes of the expresses reservations about any matter, board of directors meeting. An it shall be recorded in the minutes of the independent director that cannot attend board of directors meeting. An the board meeting in person to express independent director that cannot attend objection or reservations shall provide a the board meeting in person to express written opinion before the board objection or reservations shall provide a meeting, unless there is some legitimate written opinion before the board reason to do otherwise, and the opinion meeting, unless there is some legitimate shall be specified in the minutes of the reason to do otherwise, and the opinion board of directors meeting. shall be specified in the minutes of the The provisions regarding supervisors in board of directors meeting. these Principles shall apply mutatis The provisions regarding supervisors in mutandis to the audit committee. these Principles shall apply mutatis mutandis to the audit committee.

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Attachment 8 CTCI Corporation Table of Amendments to “Rules Governing Procedure for Making of Endorsements or Guarantees” Article Existing Provisions Amendments Article 6 Credit Line for the Endorsements or Credit Line for the Endorsements or Guarantees Guarantees The total amount of endorsements or The total amount of endorsements or guarantees made by the Company shall not guarantees made by the Company shall not exceed 6 times of the then-current net exceed 6 times of the then-current net worth of the Company. In particular, the worth of the Company. In particular, the total amount of endorsements or total amount of endorsements or guarantees made for a single enterprise guarantees made for a single enterprise shall not exceed 3 times of the shall not exceed 3 times of the then-current net worth of the Company. then-current net worth of the Company. The total amount of endorsements or The total amount of endorsements or guarantees made by the Company and its guarantees made by the Company and its subsidiaries shall not exceed 6 times of the subsidiaries shall not exceed 6 times of the then-current net worth of the Company. In then-current net worth of the Company. In particular, the total amount of particular, the total amount of endorsements or guarantees made for a endorsements or guarantees made for a single enterprise shall not exceed 3 times single enterprise shall not exceed 3 times of the then-current net worth of the of the then-current net worth of the Company. Company. Where an endorsement/guarantee is made due to needs arising from business dealings, the amount of an endorsement/guarantee shall not exceed the total amount of trading between such party and the Company for the twelve-month period immediately before or after the extension of endorsement/guarantee. The dealing amount refers to purchase amount or sales amount or contracting amount between the parties, whichever is the highest. If the aggregate amount of endorsements If the aggregate amount of endorsements or guarantees that is set as the ceiling for or guarantees that is set as the ceiling for the Company and its subsidiaries as a the Company and its subsidiaries as a whole reaches 50% or more of the net whole reaches 50% or more of the net worth of the Company, an explanation of worth of the Company, an explanation of the necessity and reasonableness thereof the necessity and reasonableness thereof shall be given at the shareholders’ meeting. shall be given at the shareholders’ meeting.

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Attachment 9 CTCI Corporation Table of Amendments to “The Procedure for Acquisition and Disposition of Assets” Article Existing Provisions Amendments Article 4 Evaluation Procedure (Methods of Price Evaluation Procedure (Methods of Price Determination and Supporting Reference Determination and Supporting Reference Materials) Materials) 1. In acquiring or disposing assets, the 1. In acquiring or disposing assets, the Company shall engage an objective and Company shall engage an objective and independent experts depending on the independent experts depending on the type of assets involved in accordance type of assets involved in accordance with the followings: with the followings: (1) Except for transaction with the (1) Except for transaction with the government agency, engaging government authority,, engaging others to build on the Company’s others to build on the Company’s own land, engaging others to build own land, engaging others to build on leased land, or acquisition or on leased land, or acquisition or disposal of equipment for the use disposal of equipment for the use of business, where the transaction of business, where the transaction amount for acquiring or disposing amount for acquiring or disposing the real property or equipment the real property or equipment exceeds 20% of the Company’s exceeds 20% of the Company’s paid-in capital or NT$300,000,000 paid-in capital or NT$300,000,000 inclusively, the Company shall inclusively, the Company shall obtain an appraisal report from a obtain an appraisal report from a Professional Appraiser before the Professional Appraiser before the date of occurrence.(the appraisal date of occurrence.(the appraisal report shall include matters as set report shall include matters as set forth in Attachment 1 hereto) and forth in Attachment 1 hereto) and shall comply with the following shall comply with the following (2) (Omitted) (2) (Omitted) (3) Where the Company acquires or (3) Where the Company acquires or disposes of memberships or disposes of memberships or intangible assets and the amount of intangible assets and the amount of transaction price exceeds 20% of transaction price exceeds 20% of the Company’s paid-in capital or the Company’s paid-in capital or NT$300,000,000 inclusively, unless NT$300,000,000 inclusively, unless transacting with a government transacting with a government agency, an accountant shall be authority, an accountant shall be engaged to provide opinions on the engaged to provide opinions on the reasonableness of the transaction reasonableness of the transaction price before the date of occurrence. price before the date of occurrence. The accountant shall comply with The accountant shall comply with the Statement of Auditing the Statement of Auditing Standards No. 20 as published by Standards No. 20 as published by the ARDF. the ARDF.

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Article Existing Provisions Amendments Article 6 Public Announcement and Reporting Public Announcement and Reporting 1. In the event where any of the 1. In the event where any of the followings occurs, in acquiring or followings occurs, in acquiring or disposing the assets, the Company shall disposing the assets, the Company shall announce and report the relevant announce and report the relevant information on the website designated information on the website designated by the FSC in the appropriate format as by the FSC in the appropriate format as prescribed by regulations within 2 days prescribed by regulations within 2 days from the Day of Occurrence of the from the Day of Occurrence of the facts:(the announcement on the facts:(the announcement on the designated website should be in designated website should be in accordance with the format stipulated accordance with the format stipulated by Supervisory Organization) by Supervisory Organization) (1) Acquisition or disposition of real (1) Acquisition or disposition of real property from a Related Party or property from a Related Party or other assets, which the amount of other assets, which the amount of transaction price reaches 20% or transaction price reaches 20% or more of Company’s paid-in capital, more of Company’s paid-in capital, reaches 10% or more of Company’s reaches 10% or more of Company’s total assets, reaches or more than total assets, reaches or more than NT$300,000,000. But the trading of NT$300,000,000. But the trading of government bonds, bonds under government bonds, bonds under repurchases or reverses repurchase repurchases or reverses repurchase agreements, and domestic money agreements, and money market market funds. funds issued by domestic securities investment trust enterprises. (2) Merger, spin-off, acquisition or (2) Merger, spin-off, acquisition or transfer of shares. transfer of shares. (3) Losses from engaging in derivative (3) Losses from engaging in derivative transaction exceeding the transaction exceeding the maximum limitation on aggregate maximum limitation on aggregate losses or losses on individual losses or losses on individual contracts set out in the Procedures contracts set out in the Procedures adopted by the Company. adopted by the Company. (4) Except for transactions of assets that fall under the above three situations or investment in Mainland China, where the amount of the transaction price exceeds 20% of the Company’s paid-in capital or NT$300,000,000 inclusively. However, this provision shall not apply to the followings: 1. Sale and purchase of government bonds. 2. Securities trading by investment professionals on foreign or domestic securities exchanges and business locations of securities brokerages.

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Article Existing Provisions Amendments 3. Trading of bonds under repurchase or resale agreements and domestic money market funds.

4. Where the type of assets acquired or disposed of is the equipment for the use of businesses and where the party to the transaction is not a Related Party, the amount of transaction is less than NT$500,000,000. (4) Where the type of assets acquired or disposed of is the equipment for the use of businesses and where the party to the transaction is not a Related Party, the amount of transaction is as below: 1. The amount of the transaction is more than NT$500,000,000 if the paid- in capital is less than NT$10,000,000,000. 2. The amount of the transaction is more than NT$1,000,000,000 if the paid- in capital is more than NT$10,000,000,000. 5. Acquisition or disposal by a public (5) Acquisition or disposal by a public company in the construction company in the construction business of real property for business of real property for construction use, where the construction use, where the trading trading counterparty is not a counterparty is not a related party, related party, and the transaction and the transaction amount is amount is less than NT$500 more than NT$500,000,000. million. 6. Where real property is acquired by (6) Where real property is acquired by engaging others to build on the engaging others to build on the Company’s own land, engaging Company’s own land, engaging others to build on the Company’s others to build on the Company’s rented land, joint construction rented land, joint construction with with allocation of housing units, allocation of housing units, joint joint construction with allocation construction with allocation of of ownership percentages or joint ownership percentages or joint construction with partition by sale, construction with partition by sale, the estimated amount of the estimated amount of transaction price to be invested in transaction price to be invested in by the Company is less than by the Company is more than NT$500,000,000. NT$500,000,000

(7) Except for transactions of assets that fall under the above six situations, a disposal of receivables

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Article Existing Provisions Amendments by a financial institution, or investment in Mainland China, where the amount of the transaction price exceeds 20% of the Company’s paid-in capital or NT$300,000,000 inclusively. However, this provision shall not apply to the followings: 1. Sale and purchase of government bonds. 2. Securities trading by investment professionals on foreign or domestic securities exchanges and business locations of securities brokerages. 3. Trading of bonds under repurchase or resale agreements and money market funds issued by domestic securities investment trust enterprises. 2. (Omitted) 2. (Omitted) 3. (Omitted) 3. (Omitted) 4. When the Company makes an error or 4. When the Company makes an error or omission regarding an item that must omission regarding an item that must be included in the public be included in the public announcement as required by laws and announcement as required by laws and regulations at the time of public regulations at the time of public announcement, such error or omission announcement, such error or omission must be rectified and all items must be must be rectified and all items must be publicly announced and reported again publicly announced and reported again in their entirety. in their entirety in two days since the company be informed the error or omission.. Article 8 Transacting with a Related Party Transacting with a Related Party 1. (Omitted) 1. (Omitted) 2. (Omitted) 2. (Omitted) 3. When the Company acquires or 3. When the Company acquires or disposes real property from or to a disposes real property from or to a Related Party, or acquires or disposes Related Party, or acquires or disposes other assets from or to a Related party other assets from or to a Related party and the amount of transaction price and the amount of transaction price reaches 20% or more of Company’s reaches 20% or more of Company’s paid-in capital, reaches 10% or more of paid-in capital, reaches 10% or more of the Company’s total assets, or reaches the Company’s total assets, or reaches NT$300,000,000 or more, except for NT$300,000,000 or more, except for the trading of government bonds, the trading of government bonds, bonds under repurchase or reverse bonds under repurchase or reverse repurchase agreements, and domestic repurchase agreements, and money money market funds, the Company market funds issued by domestic shall submit the following materials for securities investment trust enterprises ,

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Article Existing Provisions Amendments the audit committee’s approval by the Company shall submit the following more than half of its members, and materials for the audit committee’s then for the board of directors’ approval by more than half of its resolution before the Company sign the members, and then for the board of contract and pay the payment for the directors’ resolution before the transaction. Company sign the contract and pay the payment for the transaction. (1)~(7) (Omitted) (1)~(7) (Omitted) Article 9 Procedures for Engaging in Derivatives Procedures for Engaging in Derivatives Transactions Transactions 1. (Omitted) 1. (Omitted) 2. In engaging in derivative transactions, 2. In engaging in derivative transactions, the Company shall adopt the following the Company shall adopt the following risk management measures risk management measures (1) Scope of Risk Management (1) Scope of Risk Management 1 ~ 5 (Omitted) 1 ~ 5 (Omitted) 6. Cash flow risk: Maintain adequate level of cash balance to meet the settlement requirement. (2)~(4) (Omitted) (2)~(4) (Omitted) Article 10 Mergers, Spin-off, Acquisition and Transfer Mergers, Spin-off, Acquisition and Transfer of Shares by Corporations of Shares by Corporations 1. When engaging in a merger, spin-off, 1. When engaging in a merger, spin-off, acquisition or transfer of shares, prior acquisition or transfer of shares, prior to convening the board of directors’ to convening the board of directors’ meeting, the Company shall engage a meeting, the Company shall engage a CPA, attorney, or securities underwriter CPA, attorney, or securities underwriter to give an opinion on the to give an opinion on the reasonableness of the share exchange reasonableness of the share exchange ratio, acquisition price, or distribution ratio, acquisition price, or distribution of cash or other property to of cash or other property to shareholders and submit it to the board shareholders and submit it to the board of directors for resolution. of directors for resolution, unless the company merge its subsidiary which is 100% hold by the company, or the subsidiary of the company merge another subsidiary of the company which are all 100% hold by the company

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Attachment 10 CTCI Corporation Director Candidates for the 14th Term Shareholding Title Name Education Experience Other Primary Position of CTCI Corp. Director John T. Yu - PMD 61, Harvard - President/ - Chairman, CTCI Corporation (Rep. of CTCI Business School, Executive Vice - Chairman, CTCI Development Development USA President/Senior Vice Corporation Corporation) - B.S., Electrical President, CTCI - Managing Director, CTCI Engineering, Corporation Foundation National Taiwan - Director, CTCI Overseas Corp., Ltd. University - Director, CTCI Education Foundation 912,170 - Director, Gintech Energy Corporation - Director, Utech Solar Co., Ltd - Director, Taiwan Cement Co., Ltd. - Director, TSRC Corporation - Supervisor, China Steel Chemical Co. Director Michael Yang - EMBA, Business - Executive Vice - Director/President, CTCI (Rep. of CTCI Administration, President/Senior Vice Corporation Development National Taiwan President, CTCI - Chairman, CTCI Overseas Corp., Ltd. Corporation) University of Science Corporation - Chairman, Crown Asia 2 Investment and Technology Limited 912,170 - M.S., Mechanical - Director, KD Holding Corporation Engineering, - Director, CTCI Education National Taiwan Foundation University - Director, CTCI Americas, Inc. - Director, MIE Industrial Sdn. Bhd. Director Quintin Wu - Taipei College of - Chairman, USI - Chairman, USI Corporation, Maritime Corporation, - Chairman, China General Plastics Technology - Chairman, China General Corp. Plastics Corp. - Chairman, Taita Chemical Co., Ltd. - Chairman, Taita Chemical - Chairman, Asia Polymer 0 Co., Ltd. Corporation - Chairman, Asia Polymer - Chairman, Acme Electronics Corporation Corporation - Chairman, Acme Electronics Corporation Director Bing Shen - MBA, Harvard - Executive Director, - Independent Director, Far Eastern Business School Morgan Stanley Group International Bank - Executive Vice President, - Independent Director, Far Eastern China Development New Century Corp. 0 Industrial Bank - Independent Director, Elite - President, CDIB & Partners Material Co., LTD. Investment Holding Corp. Director Johnny Shih - Master in Computer - Vice Chairman, Far Eastern - Chairman, Everest Textile Company Science and International Bank Limited Business - Vice Chairman, Far Eastern New Administration, Century Corporation 0 Columbia University, - Vice Chairman, Oriental Union USA Chemical Corporation - Director, Asia Cement Corporation Director Yancey Hai - MA, the University - Country Manager, G.E. - Chairman, Delta Electronics Inc. of Texas at Dallas Capital - Vice President, J.P. 0 MORGAN - CEO, Delta Electronics Foundation

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Shareholding Title Name Education Experience Other Primary Position of CTCI Corp. Director An-Ping Chang - Master's Degree in - Vice Chairman, Taiwan - Chairman/President, Taiwan business Cement Corporation Cement Corporation Administration, New - Vice Chairman, Chia Hsin - Chairman/President, China York University, USA Cement Corporation Synthetic Rubber Corp. - Chairman, Taiwan Prosperity Chemical Corporation - Chairman, TCC International 0 Holdings Limited - Chairman, Hong Kong Cement Manufacturing Co., Ltd. - Managing Director, O-Bank Co., Ltd. - Director, TWSE - Independent Director, Synnex Technology International Corp. Director Wenent Pan - M.S. & Ph.D., - Chairman/President, CPC - Chairman, CTCI Foundation Chemical Corporation - Chairman, Gintech Energy Engineering, - Chairman/CEO, Kuo Kuang Corporation 0 University of Power Co. Wyoming Director Teng-Yaw Yu - MBA, University of - CEO, Taiwan Green - CEO,CTCI Foundation (Rep. of CTCI Leicester, UK Productivity Foundation 60,862,051 Foundation) Independent Jack Huang - S.J.D., Harvard - Partner-in-charge, Jones - Partner, Jones Day Taipei Office Director University Day Taipei Office - Independent Director, Taiwan Mobile Co., Ltd - Independent director, WPG 0 Holdings Limited - Independent director, Systex Corporation Independent Yen-Shiang - Ph.D., Chemistry, - Professor and Chief of - Chair Professor, Chung Yuan Director Shih Massachusetts Chemical Engineering, Christian University Institute of National Taiwan University - Director, Taiwan Institute of Technology, U.S.A. - Adjunct Professor, Economic Research Professor of NCCU - Independent Director, AU Graduate Institute of Optronics Corp. Technology, Innovation & - Chairman, Sustainable Circulation Intellectual Property Economy Development Association Management - Policy Advisor, Taiwan Electrical - Advisor and chief, Office of and Electronic Manufacturestionirs, Science and Technology R.O. Advisors, Ministry of - Council Minister and the Convener Economic Affairs of the Group of Energy, Petroleum - Director General, Small & Chemical, and Accouterments, and Medium Enterprise Cross-Strait CEO Summit Administration, Ministry of 0 Economic Affairs, R.O.C. - Director General, Industrial Development Bureau, Ministry of Economic Affairs, R.O.C. - Director General, Taiwan Tobacco & Wine Bureau - Minister/Deputy Minister/Vice Minister, Ministry of Economic Affairs, R.O.C. - Chairman, Taiwan Small Business Integrated Assistance Center - Chairman, Taiwan Textile Research Institute

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Shareholding Title Name Education Experience Other Primary Position of CTCI Corp. - Chairman, Development Center for Biotechnology - Managing Director, Industrial Technology Research Institute - Honorary Advisor, Commerce Development Research Institute - Chairman, Sinotech Engineering Consultants, Inc. - Chairman, Taiwan Institute of Chemical Engineers - Director, Central Bank of the Republic of China(Taiwan) - Chairman, CPC Corporation, Taiwan - Director, Bank of Communications - Independent Director, Standard Chartered Bank Taiwan Independent Frank Fan - M.S., Institute of - National Policy Advisor to NA Director traffic and the President of R.O.C. Transportation, - Chairman, Light Era National Chiao Tung Development Co., Ltd. University - Minister without Portfolio & Chairperson of Public Construction Commission, Executive Yuan - Deputy Magistrate, Taoyuan County Government 0 - Deputy General Secretary, Taipei City Government - Commissioner/Deputy Commissioner, Department of Rapid Transit Systems, Taipei City Government(DORTS) - Deputy General Manager, Taipei Rapid Transit Corp.(Taipei Metro)

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Attachment 11 CTCI Corporation The 14th Term Director Candidates’ Adjunct Positions Name Current Adjunct Positions John T. Yu  Chairman, CTCI Development Corporation  Managing Director, CTCI Foundation  Director, CTCI Overseas Corp., Ltd.  Director, CTCI Education Foundation  Director, Gintech Energy Corporation  Director, Utech Solar Co., Ltd  Director, Taiwan Cement Co., Ltd.  Director, TSRC Corporation Michael Yang  Chairman, CTCI Overseas Corp., Ltd.  Chairman, Crown Asia 2 Investment Limited  Director, KD Holding Corporation  Director, CTCI Education Foundation  Director, CTCI Americas, Inc.  Director, MIE Industrial Sdn. Bhd. Quintin Wu  Chairman, USI Corporation,  Chairman, China General Plastics Corp.  Chairman, Taita Chemical Co., Ltd.  Chairman, Asia Polymer Corporation  Chairman, Acme Electronics Corporation Bing Shen  Independent Director, Far Eastern International Bank  Independent Director, Far Eastern New Century Corp.  Independent Director, Elite Material Co., LTD. Johnny Shih  Chairman, Everest Textile Company Limited  Vice Chairman, Far Eastern New Century Corporation  Vice Chairman, Oriental Union Chemical Corporation  Director, Asia Cement Corporation Yancey Hai  Chairman, Delta Electronics Inc. An-Ping Chang  Chairman/President, Taiwan Cement Corporation  Chairman/President, China Synthetic Rubber Corp.  Chairman, Taiwan Prosperity Chemical Corporation  Chairman, TCC International Holdings Limited  Chairman, Hong Kong Cement Manufacturing Co., Ltd.  Managing Director, O-Bank Co., Ltd.  Director, TWSE  Independent Director, Synnex Technology International Corp. Wenent Pan  Chairman, CTCI Foundation  Chairman, Gintech Energy Corporation Teng-Yaw Yu  CEO,CTCI Foundation Jack Huang  Independent Director, Taiwan Mobile Co., Ltd  Independent director, WPG Holdings Limited  Independent director, Systex Corporation Yen-Shiang Shih  Director, Taiwan Institute of Economic Research  Independent Director, AU Optronics Corp.  Chairman, Sustainable Circulation Economy Development Association  Policy Advisor, Taiwan Electrical and Electronic Manufactures’ Association  Council Minister and the Convener of the Group of Energy, Petroleum & Chemical, and Accouterments, Cross-Strait CEO Summit

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