Stock Code:

2841

Taiwan Land Development Corporation

2015 Annual General Meeting of

Shareholders

Meeting Manual

Date: June 30, 2015

Address: Banquet Hall, Taipei Hero House (1F, No. 20, Sec. 1, Changsha Street,

Zhongzheng District, Taipei City, Taiwan)

Table of Contents

1. Report items

1-1 Business operations report: 2014 ..................................................................... - 2 -

1-2 Supervisor’s review report on the 2014 financial statements ........................... - 9 -

1-3 Implementation status report of the Company's treasury shares ..................... - 10 -

1-4 Status report on loans to and endorsements/guarantees for others.................. - 12 -

1-5 Other Matters ................................................................................................ - 13 -

2. Items for Approval

2-1 Operational financial statements and reports: 2014........................................ - 14 -

2-2 Proposal for the distribution of 2014 earnings ............................................... - 31 -

3. Items for Discussion

3-1 Proposal for the issuance of new shares through capitalization

of the 2014 distributable earnings................................................................. - 33 -

3-2 Amendment to the Company's Articles of Incorporation ............................... - 34 -

4. Extempore Motions

5. Adjournment

Appendix 1 Articles of Incorporation for Taiwan Land Development Corporation.................... - 38 -

Appendix 2 Taiwan Land Development Corporation Rules and Procedures for Shareholders Meetings .. - 45 -

Appendix 3 Impact on the Company's business performance and EPS from the proposed

stock dividend distribution ............................................................................ - 48 -

Appendix 4 Impact on the Company's business performance and EPS from the proposed

stock dividend distribution ............................................................................ - 50 -

Appendix 5 Employee bonuses and remuneration to directors and supervisors......................... - 51 -

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Taiwan Land Development Corporation

Agenda for the 2015 Annual General Meeting of

Shareholders

1. Time: 9.30 a.m., June 30, 2015

2. Place: The Banquet Hall of Taipei Hero House

(1F, No. 20, Sec. 1, Changsha Street, Zhongzheng District, Taipei City, Taiwan)

3. Chairman to call the meeting to order when the quorum is acknowledged

4. Chairman's opening remarks

5. Report items

5.1 Business operations report: 2014

5.2 Supervisor’s review report on the 2014 financial statements

5.3 Implementation status report of the Company's treasury shares

5.4 Status report on loans to and endorsements/guarantees for others

5.5 Other Matters

6. Items for Approval

6.1 Operational financial statements and reports: 2014

6.2 Proposal for the distribution of 2014 earnings

7. Items for Discussion

7.1 Proposal for the issuance of new shares through capitalization of the 2014

distributable earnings

7.2 Amendment to the Company's Articles of Incorporation

8. Extempore Motions

9. Adjournment

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1. Report items:

1-1 Business operations report: 2014

Thanks to the concerted efforts of our employees, Taiwan Land Development

Corporation (TLDC) achieved brilliant performance as a group on many fronts in 2014,

including the sale of industrial park projects, enhanced value of assets, launch of new

development projects, and the operation of Kinmen Wind Lion Plaza. The Group

reported consolidated revenues of NT$1.791 billion in 2014, mainly from the

service-related income of Taichung City Precision Machinery Innovation Technology

Park, Kaohsiung Ganshan Benjhou Industrial Park, and Guanghua LOHAS

Creative Park. Another contributor came from the appreciation of invested real estate

applying the fair market approach, which drove profits to new heights. The Group has

been profitable for eight years in a row since 2007 yet the profitability performance of

2014 was unprecedented. The earnings per share were NT$8.13, the best ever since the

Group was founded 50 years ago. The innovation that the Group has been able to realize

in branding and cultural creativity contributes to increasingly diverse and valued

architecture. The Group was honored by the "2014 Asia Top Brands” of Asia Week,

Hong Kong to be a leader in the international architecture and Taiwan’s cultural creative

LOHAS industry.

In 2015, the Group will continue to focus on the sales at Taichung City Precision

Machinery Innovation Technology Park, Kaohsiung Ganshan Benjhou Industrial Park,

and Guanghua LOHAS Creative Park as its main source of profitability. The Group has

been constantly applying “green, intelligent, and cultural creativity” in local

communities, developing product characteristics, and introducing cultural creative,

leisure and tourism, and medical cosmetics industries, among others, to drive investment,

boost productivity, and increase employment opportunities as well as advance local

developments and use assets more flexibly. The business division will be devoted to the

two major segments of leisure real estate development and e-commerce, which coincide

with the Group's core belief of sustainable management. The Group's tourism business is

taking shape, with established locations in Hualien and Kinmen. The Group has also

formed alliance with the Starwood Group with the plan to launch Starwood Hotel in

Hsinchu, Sheraton Hotel in Kinmen, and bring Aloft Hotel into Taiwan. The Group will

also expand its IOT (Internet of things) O2O (online to offline or offline to online)

operations to make the most of virtual and physical channel synergies and connect to the

global IOT. Through the key technologies of IOT, the Group purports to stay on top of

everything throughout the business process, from sources of materials, manufacturing,

packaging, circulation to sales, and boost the sales of both virtual and physical stores,

while offering excellent after-sale services and carrying out O2O operations.

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Below we present our 2014 business report, including implementation results of

the business plan, budget implementation, financial highlights and profitability, research

and development status, and an outline of our 2015 business plan, including business

policies for the year, business objectives and important production and marketing

policies as described below:

1. 2014 Operation Report

(1) Operating results of plan implementation

a Income from agency fees and engineering management fees for Taichung City Precision Machinery Innovation Technology Park, Kaohsiung Ganshan Benjhou Industrial Park, and Guanghua LOHAS Creative Park amounted to NT$1.718 billion.

b Continued innovative development of land assets incorporating new elements to promote local development and boost asset values

c The shopping street at Kinmen Wind Lion Plaza is fully operational, with many well-known stores including Studio A, Starbucks Coffee, Chii Lih Coral, and Golden Lion Cinemax generating increased profits.

d Hsinchu Hsinpu Eco-community project has completed the hot spring construction and entered an agreement with Starwood Group to collaborate in the development and operation of a Starwood hotel. The overall planning of the leisure farm on the northern side has also been completed. The Hsinpu Hot Spring Camellia Season held during the New Year of 2015 was highly acclaimed.

e The Golden Lion Cinemax project in Hualien Guanghua LOHAS Creative Park has received a construction permit and commenced construction; the Green Medical Cosmetics Hotel project has also received a construction permit and commenced the construction; the Hualien Huilan LOHAS Village project received a construction permit in September 2014.

(2) Budget Implementation

In accordance with Regulations Governing the Publication of Financial

Forecasts of Public Companies, the Company is not required to make a financial

forecast in 2014; this part is thus omitted.

(3) Financial Status and Profitability

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Unit: NT$, thousands; %

Item 2014 2013

Operating revenue 1,791,486 2,536,417

Operating profit 1,730,425 1,458,167

Operating income 957,109 886,163

Financial

Status

Net income 5,312,015 843,152

ROA (%) 21.81 4.53

ROE (%) 40.20 11.61

Operating income 14.09 13.52 Issued

capital

ratio

(%)

Income before income

tax

80.40 12.96

Profit ratio (%) 296.51 33.24

Profitability

EPS (NT$) - Retroactive adjustment 8.13 1.30

Sales revenue for 2014 was $1,791,486,000, consisting mainly of recognition of $1,718,328,000 in revenue for agency business of industrial park development, and recognition of NT$1,298,000 in construction revenue from real estate sales. After deducting cost of sales in the amount of NT$61,061,000 and operating expenses in the amount of NT$773,316,000, and adding non-operating income of NT$4,503,447,000, TDLC reports a net income of NT$5,312,015,000 for the year.

(4) Research and Development

To meet future trends, the Group has positioned itself to be a daily business

entity that constantly changes with the latest developments. The Group's three

horizontal business axes are based on “green, intelligent, and cultural creativity”.

Along with the five major vertical businesses, namely conference, leisure and

recreation, tourism, cultural creativity, and healthcare, they form a business

operation model driven by the leisure industry and membership and e-commerce.

Our green business encompasses everything related to environmental

protection, sustainable living, organic LOHAS, energy-savings, and carbon

reduction. The intelligent business covers areas ranging from high tech and

digitization such as the Internet of Things (IOT), Big Data, and virtual reality

integration to e-commerce, continuing care, and smart home. The cultural creative

business includes arts and cultural exhibitions and performances, arts dealership,

cultural exchange, arts auction, and the operation of arts villages, along with other

related fields.

2. 2015 Operation Plan

(1) Business Policy

a Value-oriented development strategies: The Group adds value to the land

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through cultural creativity and technological innovation by integrating art as part of life and creating a sustainable healthy LOHAS park.

b Sustainable development of the Internet of Things and O2O with the cloud the source of value in the future: As the Internet era changes, its future value will lie in the cloud. The arrival of the IOT era means that the reality must be combined with virtual simulation to integrate online-to-offline (O2O) and maximize market and business opportunities.

c Consolidation of the development of Kinmen as the border trade center: The visa-on-arrival policy in Kinmen has enabled the number of visitors from Mainland China to hit a record high. Implementation of increased duty-free shopping quota for people going to Mainland China through Kinmen and the relaxation of Xiamen as a free trade zone further contributed to a steady growth in bilateral trade volume, the importation of excessive quantities of goods to Xiamen, and significantly increased bilateral trade with Xiamen and the West Coast Zone, consolidating the development of Kinmen as a border trade center.

d Core values of sustainable enterprise: Employing “green, intelligent, and cultural creativity” as core beliefs, we infuse the land with new value, creating a unique brand image, communicating our corporate philosophy and committing to the construction of high-quality LOHAS spaces for living.

e Specialization within the Group: Pursuit of the overall rationalization of the Group and further enhancement of enterprise synergy through interaction and cooperation of all employees within the Group.

(2) Operation (sales) Goals

a The land of The Taichung City Precision Machinery Innovation Technology

Park, Kaohsiung Ganshan Benjhou Industrial Park, and the Future Industry

Division of the Guanghua LOHAS Creative Park is to be sold to contribute to

the company’s business revenue.

b Self-owned assets will continue to be used flexibly to integrate “green,

intelligent, and cultural creativity” in the local living environment and develop

product characteristics to create benefits.

c The shopping street and mall at Kinmen Wind Lion Plaza have commenced

operations; the offshore duty-free shops are expected to open at the end of the

year.

d Hsinchu Hsinpu Eco-community project has obtained construction permit and

commenced the construction of the hot spring clubhouse situated at the park

entrance, and is collaborating with the Starwood Group on the planning and

application for the construction permit of a Starwood hotel. The project will

continue the planning for developing a leisure farm on the north side of project

complex and has submitted the application for its establishment.

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e Hualien LOHAS Creative Park has introduced the Hualien Huilan LOHAS

Village project with 35,000 ping (over 115,000 m2) of floor space for sale in the

first phase and the Golden Lion Cinemax and the Aloft hotel are under

construction.

f Nantou Caotun Eco-Complex project has completed the environmental

difference evaluation report and received a miscellaneous permit, while

continuing to embark on the development of hot spring wells.

g Taichung Dakeng Development project has completed the environmental

impact evaluation and submitted its water conservation plan; both the

development plan and the application for a miscellaneous permit will continue.

h Seeking new development projects: new projects that are being worked for

include the development of industrial parks and promotion of civil society’s

participation in public constructions and investments.

(3) Important Production and Marketing Policies

a Develop land activation strategies to diversify the utilization of land.

b Develop the three major horizontal business axes, namely green, intelligent, and

cultural creativity.

c Enhance our corporate image and create brand recognition.

d Create added value for our products and increase our competitiveness.

e With “sharing” as the core belief, the “LOHAS” idea about life and

consumption value should be the consensus.

3. Future Development Strategies

The Group will continue to focus on the two major segments, leisure real estate

and e-commerce, from spatial planning and design, creation of a LOHAS

environment, to the era of comprehensive value, where the land and assets on it will

appreciate together, the value of virtual simulation will be recreated by utilizing the

value of the physical space, virtual competition will be created physically, demand in

the physical space will be also fulfilled through the virtual space, personnel flow will

be created, that is, more people will be attracted to become a member, tailored

commodities will be provided, there will be systematic management, the Big Data

will be valued and developed to make the cloud become a new valuable space. The

Group consolidates green building with “construction traceability” and drives online

and offline revenue and sales through the O2O and IOT, which have greatly

enhanced the value of digital marketing.

The Group will work toward the ultimate goal of “creating happiness” and will

fulfill its corporate social responsibility by improving the living environment for

mankind to gradually add value to the land through “cultural creativity and

technological innovation.” The corporate culture of “happiness, sharing, and

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innovation” will continue. People sharing the same ideas and beliefs will continue to

be invited to implement the living belief of LOHAS and jointly pursue a more

organic, simple, environmentally-friendly, and beautiful life, finding new value and a

way out for the future of Taiwan with sustainable management.

4. Influence from External Competition, Regulations and Macro-operating Environment

(1) External Competition

a Industrial park agency business: In light of the urgent demand for industrial

land and the fact that land acquisition has to be based on the market value and

involves complex environmental evaluation procedures, which makes land

acquisition and development uneasy, the existing industrial land that the

company owns becomes a main niche for creating land value.

b Diversification: As Taiwan attracts more foreign visitors and the life style of

people in Taiwan changes, it becomes necessary for the Group to transform its

business pattern and diversify its businesses to spread operational risks,

capitalize on business opportunities, and develop land value more effectively.

By developing new markets through new products, the Group focuses mainly on

two business areas - leisure real estate development and e-commerce in the

efforts to create more profit streams while putting the core corporate beliefs of

"green, intelligent and cultural creativity" into practice.

(2) Regulatory Environment

a The original 2014 “The Draft Combined Income Tax System for House and

Land” prepared by the Ministry of Finance increased the tax rate for sales.

Article 5 of the House Tax Act that was amended and announced in 2014

limited the number of houses that each native can own for self use throughout

the nation to 3 and stipulated that local government may establish differential

tax rates depending on the number of houses that one owns, which will increase

the tax burden for owners of houses not for self use. Both are expected to impact

the supply and demand of real estate and changes to prices to make the sale of

real estate more difficult.

b In light of concerns about food safety, the Executive Yuan initiated the

amendment draft of some articles of the Act Governing Food Safety and

Sanitation to prevent unlawful and unethical conduct of manufacturers through

proactive inspection, autonomous management, and strict penalties. The Group

will strictly screen its suppliers for ARKI GALERIA on Chongqing South Road

and the Kinmen Wind Lion Plaza shopping street to safeguard food safety and

sanitation and protect consumers’ rights.

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(3) Macro-operating Environment

According to the forecast of many major international institutions, the global

economy is recovering gradually in 2015 and is expected to outperform that in 2014.

In the case of Taiwan, lower oil prices and the forecast of stronger economic

growth in 2015 give domestic businesses more reasons to hold an optimistic view

on the domestic economy and boost consumer confidence.

In the moves to combat escalating property prices, the government has

implemented a number of measures with an aim to stabilize the housing prices. The

mandatory registration of real estate transaction prices has helped stabilize real

estate values at a more reasonable level, and the recently proposed "consolidated

housing and land tax" aims to achieve a fair and just tax system. However with

scarcity of available land and rising material costs, real estate values are relatively

stable and the room for lower housing prices is limited in the long run. In terms of

the overall real estate market, the performance of housing markets in different

regions started to shown obvious divergence at the end of 2014 with northern

region experiencing dropping prices and fewer transactions, and central and

southern regions experiencing stable prices and stable turnover. The market

activities are moving gradually towards the eastern area with the land prices in

Hualien and Taitung rising every year. These market trends are particularly

favorable to TLDC that holds a considerable amount of land assets and is

embarking on several hotel and resort development projects in the areas. Through

sharing strategy, the Group will offer the opportunity for long-term holding of real

estate for investment purpose that is poised to lead to profits.

5. Conclusion

As mankind further continues to improve civilization and re-imagine better

lifestyles, the industry will also head in the same direction. This is why the Group

will transform itself to become a business that meets the needs of the people and the

environment. Like water, TLDC is constantly striving for change and renewal. To

answer to the changes and contemporary trends in the world, we develop three major

strengths and know-how, that is “green, intelligent, and cultural creativity” and have

a consensus on the idea of a LOHAS life and consumption value with “sharing” as

the core belief. By flexibly taking advantage of the three professional strengths, we

are providing comprehensive high quality services in life that better meet people’s

needs. For this, we ask for the continued support and encouragement from our

shareholders.

Chairman: Chiu, Fu-Sheng President: Chiu, Fu-Sheng Accounting Manager: Chen, Wen-Ling

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1-2 Supervisor’s review report on the 2014 financial statements

Taiwan Land Development Corporation

2014 Annual Report

Supervisors' Report

The Company’s 2014 individual financial statements (including balance

sheet, income statement, statement of changes in shareholders’ equity and cash

flow statement) and consolidated financial report, together with the 2014

business report and consolidated business report of affiliates submitted and

surplus distribution form to supervisors for the verification by the Board of the

Company have been certified and audited by accountants Ueng Shyh-Rong and

Wang Hui-Hsien of Pricewaterhouse Coopers. After careful examination of the

supervisors, the supervisors concluded that these financial reports have been

properly prepared in accordance with requirements of Article 219 of the

Corporation Act of the Republic of China.

To the Shareholders’ Meeting of 2015

Corporation Supervisor : Nienshin Investment Co., Ltd.

Representative : Yen, Hui-Ling

Corporation Supervisor : Dahe Media Co.,Ltd

Representative : Yen, Chih-ching

Supervisor : Lin, Hung-Min

April 28 , 2015

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1-3 Implementation status report of the Company's treasury shares

Agenda: Implementation of the treasury stock buyback plan

Description: Treasury stock repurchased by the Company in 2014:

Treasury stocks in batches 9th Batch 10th Batch 11th Batch 12th Batch

Date of board

resolution August 25, 2014 September 25, 2014 November 25, 2014 January 26, 2015

Purpose of buy-back

Uphold Company

credit and

shareholders' benefits

Uphold Company

credit and

shareholders' benefits

Transfer ownership of

shares to employees

Transfer ownership of

shares to employees

(Note 3)

Scheduled buy-back

period 103/6/27~103/8/25 103/9/26~103/11/24 103/11/26~104/1/25 104/1/27~104/3/26

Price range NT$10.80 to

NT$12.00

NT$10.80 to

NT$12.00 NT$10.5 to NT$12.00 NT$10.5 to NT$12.00

Scheduled buy-back

quantity

(as a percentage of

total outstanding

shares)(Note 1)

31,000,000 shares

(4.73%)

46,000,000 shares

(7.02%)

36,000,000 shares

(5.30%)

20,000,000 shares

(2.95%)

Sch

eduled

bu

yback

plan

Spending limits for

buyback shares NT$2,579,651,606 NT$2,612,543,054 NT$2,476,716,818 NT$2,476,716,818

Actual buy-back

period 103/7/11~103/8/25 103/9/26~103/11/24 103/11/26~104/1/23 104/1/27~104/3/3

Actual buy-back

shares

(as a percentage of

total outstanding

shares)(Note 2)

5,352,000 shares

(0.82%)

17,100,000 shares

(2.52%)

14,500,000 shares

(2.14%)

8,800,000 shares

(1.33%)

Actual amount spent

on buyback shares NT$62,761,213 NT$184,460,981 NT$163,243,518 NT$100,599,204

Execu

tion o

f the b

uyback

plan

Average price NT$11.73 NT$10.79 NT$11.26 NT$11.43

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Reasons for

Incompletion

The stock price of the

Company was stable

throughout the year.

Therefore, in order to

balance the stock

market and

effectively use funds,

it was decided not to

complete all

scheduled buybacks.

The stock price of the

Company was stable

throughout the year.

Therefore, in order to

balance the stock

market and effectively

use funds, it was

decided not to

complete all scheduled

buybacks.

The stock price of the

Company was stable

throughout the year.

Therefore, in order to

balance the stock

market and effectively

use funds, it was

decided not to

complete all scheduled

buybacks.

The stock price of the

Company stabilized

over time and had

exceeded the top

buyback price range,

and therefore was not

completed.

Status Nullified Nullified To be transferred to

employees

To be transferred to

employees

Note 1: Calculated based upon the total outstanding shares of the Company at the time announcement of buyback was made.

Note 2: Calculated based upon the total outstanding shares of the Company after expiration of the announcement or completion of the

re-acquisition.

Note 3: Approved by the Board of Directors on April 28, 2015 and ratified by the Financial Supervisory Commission.

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1-4 Status report on loans to and endorsements/guarantees for others

Agenda: Implementation of the status report on loans to and endorsements/guarantees

for others.

Description:

1. Loans to others conducted by the Company as of January 31, 2015

Name of company Relationship with

the Company Amount of loans

Amount of loans as a

percentage of the

Company's net value as

stated in the latest financial

report (Sep. 30, 2014)

Taiwan Innovation

Development

Corporation

Affiliated

companies 800,000,000 7.60%

Taiwan Commerce

Development

Corporation

Affiliated

companies 350,000,000 3.33%

2. Details of the Company's endorsements/guarantees for others as of January 31, 2015:

Name of company Relationship with

the Company Endorsed amount

The endorsed

amount as a

percentage of the net

value in the most

recent financial

statement (Sep 30

2014)

Taiwan Commerce Development

Corporation Affiliated companies 2,100,000,000 19.97%

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1-5 Other Matters

Agenda: Implementation of the 1st Secured Ordinary Corporate Bond issued in 2015.

Description:

1. The proposal was approved at the 11th meeting of the 17th-term Board of

Directors on April 28, 2015. The placement was completed on June 9, 2015.

2. The Bond requirements of Article 246 of the Corporation Act f the Republic

of China: A company may, by a resolution adopted by the Board of Directors,

invite subscription for corporate bonds, provided that the reasons for the said

action as well as other relevant matters shall be reported to the meeting of

shareholders.

3. The Bond’ offering terms are as follows:

(1)Name of Corporate Bond: Taiwan Land Development Corporation 1st

secured ordinary corporate bond issued in 2015.

(2)Issue Amount and Denomination: The total amount of the Bonds is NTD

800 million, NTD 1,000,000 of the denomination. The bonds will be fully

issued without entity and at par value.

(3)Trem: Five years for bonds from June 9, 2015 to June 9, 2020.

(4)Coupon Rate: The coupon rate is fixed at 1.55% per annual.

(5)Payment Method: 100% principal repay upon maturity.

(6)Interest Calculation: Interest shall be calculated and paid once a year

based on annual simple rate.

(7)Guarantor: Taiwan Cooperative Bank, Ltd.

(8)Trustee: Jih Sun International Commercial Bank Co., Ltd.

(9)Paying Agent: Taiwan Cooperative Bank, Ltd.

(10) Reason for issue: Repayment of King’s Town Bank borrowings(annual

interest rate of 3.305%)；Repayment of Mega International Commercial

Bank borrowings(annual interest rate of 2.9737%)

(11)The first issuance of Secured Ordinary Corporate Bond as approved by

letter from the Financial Supervisory Commission on May 28, 2015. The

placement was completed on June 9, 2015.

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2. Items for Approval

2-1 Operational financial statements and reports: 2014

Agenda: Approval of the Company's 2014 Operational financial statements and reports

Description:

1. The Company's 2014 financial statements (including consolidated financial

statements), were audited by accountants and have been approved during the 9th

meeting of the 17th-term Board of Directors on February 25, 2015. The

aforementioned statements, along with the business report, which have been

reviewed by the supervisory committee, are being presented by the supervisors

and the General Manager.

2. Please refer to pages 15 to 30 within this document for the 2014 annual business

report, the auditor's report and financial statements.

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2-2 Proposal for the distribution of 2014 earnings

Agenda: Approval of the Company's 2014 earnings distribution proposal

Description:

1. The Company's 2014 audited after-tax profit amounted to NT$5,312,164,603. The

amount of NT$6,000,768,057 has been set aside for legal purposes and special

reserve. With the addition of undistributed earnings of NT$2,106,654,038 (IFRS

adjustment applied) carried forward from previous fiscal year, a total of

NT$1,418,050,584 is available for distribution.

2. In accordance with the Company Act and bylaws, it is proposed that 1% of the

2014 distributable earnings to be allocated as remuneration to directors and

supervisors; 1% is to be allocated toward employee bonuses and distribution of

dividends to shareholders at NT$1.2 per share (including cash dividends at

NT$0.2 per share and stock dividends at NT$1 per share). Please refer to page 32

in the manual for the distribution statement.

3. The proposal was approved at the 11th meeting of the 17th-term Board of

Directors on April 28, 2015.

- 32 -

Taiwan Land Development Corporation

Earnings distribution statement

2014

Unit: NT$

Item Amount Notes

Opening undistributed earnings 448,843,098

Add: Conversion effect of the adoption of IFRS 1,657,810,940

Opening undistributed earnings (IFRS) 2,106,654,038

Add: Net Income 5,312,164,603

Less:10% legal reserve (531,216,460)

Less: Special reserve (beginning of term) (1,488,076,466) Note 3

Less: Special reserve (current term) (3,981,475,131) Note 3

Distributable earnings 1,418,050,584

Distribution items

Dividends to shareholders: NT$0.2 per share paid in

cash

127,742,059

Dividends to shareholders: NT$0.1 per share paid in

cash

638,710,300 100 shares/per thousand

shares

Closing undistributed earnings 651,598,225

Notes:

Remuneration to directors and supervisors

distributed in cash form (1%)

7,995,000

1%~2%

Employee bonus distributed in cash form (1%) 7,995,000 1%~2%

Chairman: Chiu, Fu-Sheng President: Chiu, Fu-Sheng Accounting Manager: Chen, Wen-Ling

Note 1: In accordance with regulations ordered in the Ministry of Economic Affairs Business Letter No.

780106-280, remuneration of directors and supervisors shall not be re-capitalized for the

issuance of new shares.

Note 2: Earnings allocated in the proposal shall come primarily from profit made in 2014. If the

available profit from 2014 is insufficient for the distribution, profit from previous year(s) may

be used.

Note 3: According to Jin-Guan-Zheng-Fa-Zi No. 1030006415, public companies with investment

properties adapting fair value measurement shall set aside special reserve equivalent to the

same amount of the increase resulting from the adaptation in accordance with Article 41 of the

Securities and Exchange Act.

Note 4: Cash dividends shall be rounded down to the nearest dollar, with savings to be recorded under

'other income'.

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3. Items for Discussion:

3-1 Proposal for the issuance of new shares through capitalization of the

2014 distributable earnings

(submitted by the Board of Directors)

Agenda: Resolution on the adoption of proposal for the issuance of new shares through

capitalization of the 2014 distributable earnings

Description:

2. For the purpose of the Company's future business development, instead of

allocating NT$638,710,300 shareholders' dividends in cash from the 2014

distributable earnings, it is proposed to capitalize the dividends by the

issuance of 63,871,030 ordinary shares and distribute stock dividends to

shareholders at 100 shares free-gratis for each 1,000 shares held.

3. Distributions that amount to less than one full share may be grouped and

shareholders are advised to contact the Company's stock agency for details

within 5 days of the issue date. Upon authorization, the Chairman will

approach specific persons for possible subscriptions of fractional shares.

4. These new shares are issued in non-materialized form, at NT$10 par value

per share bearing the same rights and obligations of the originally issued

shares.

5. The Board of Directors will set the record dates for the distribution of stock

dividends after the proposal has been approved in shareholders meeting and

the new shares issuance approved by the competent authority. If amendments

are inevitable in respond to requirements from the competent authority or

changes in circumstances, the Board of Directors is fully authorized to handle

the matter.

6. If the Company's outstanding shares are subsequently changed due to the

re-acquisition, transfer or cancellation of its treasury stock or other reasons,

which impact on the stock dividend ratio, the Board of Directors would like

to be authorized for handling this matter.

7. The proposal was approved at the 11th meeting of the 17th-term Board of

Directors on April 28, 2015.

- 34 -

3-2 Amendment to the Company's Articles of Incorporation

(submitted by the Board of Directors)

Agenda: Resolution on the adoption of amendment to the Company’s Articles of

Incorporation

Description:

1. It is proposed that the amount of authorized capital stated in the Company's

Articles of Incorporation shall be revised with an increase in order to support

the Company's future business development. Details of the amendment are as

follows:

(1) Revision of Article 6 to increase the authorized capital from

NT$8,000,000,000 to NT$9,900,000,000

(2) Revision of Article 40 by adding revision dates

2. Please refer to page 35 to 36 in the manual for a comparison of the existing

and amended Articles of Incorporation.

3. The amendment proposal was approved at the 9th meeting of the 17th-term

Board of Directors on February 25, 2015.

- 35 -

Comparison chart of the existing and amended articles in the

Articles of Incorporation of Taiwan Land Development

Corporation

Article number

Amended articles Existing articles Description

Article 6

The Company's total capital is set at NT$9,900,000,000, divided into 990,000,000 shares at NT$10 par value. The Board of Directors is authorized to issue the unissued shares.

The Company's total capital is set at NT$8,000,000,000, divided into 800,000,000 shares at NT$10 par value. The Board of Directors is authorized to issue the unissued shares.

Increase the amount of authorized capital in order to support future business development

Article 40

The Articles of Incorporation were established on February 25, 1972 1st Revision: December 6, 1975; 2nd Revision: May 29, 1979; 3rd Revision: September 27, 1980; 4th Revision: January 13, 1984; 5th Revision: December 23, 1986; 6th Revision: December 23, 1989; 7th Revision: December 28, 1990; 8th Revision: July 29, 1994; 9th Revision: December 26, 1997; 10th Revision: February 26, 1999; 11th Revision: October 16, 1999; 12th Revision: May 16, 2000; 13th Revision: June 24, 2004; 14th Revision: December 31, 2004; 15th Revision: December 14, 2005; 16th Revision: June 28, 2006; 17th Revision: May 27, 2009; 18th Revision: June 9, 2010; 19th Revision: June 28, 2011; 20th Revision: June 8, 2012; 21st Revision: June 17, 2013;

The Articles of Incorporation were established on February 25, 1972 1st Revision: December 6, 1975; 2nd Revision: May 29, 1979; 3rd Revision: September 27, 1980; 4th Revision: January 13, 1984; 5th Revision: December 23, 1986; 6th Revision: December 23, 1989; 7th Revision: December 28, 1990; 8th Revision: July 29, 1994; 9th Revision: December 26, 1997; 10th Revision: February 26, 1999; 11th Revision: October 16, 1999; 12th Revision: May 16, 2000; 13th Revision: June 24, 2004; 14th Revision: December 31, 2004; 15th Revision: December 14, 2005; 16th Revision: June 28, 2006; 17th Revision: May 27, 2009; 18th Revision: June 9, 2010; 19th Revision: June 28, 2011; 20th Revision: June 8, 2012; 21st Revision: June 17, 2013; 22nd

Adding revision dates

- 36 -

Article number

Amended articles Existing articles Description

22nd Revision: June 24, 2014;

23rd Revision: June 30, 2015.

Revision: June 24, 2014;

- 37 -

4. Extempore Motions

5. Adjournment

- 38 -

Appendix 1

Articles of Incorporation for Taiwan Land Development Corporation

103.06.24 Revision approved at AGM 2014

Chapter 1 General Provisions

Article 1 The Company is engaged in the provision of land development services that facilitate

economic development.

Article 2 The full name of the Company is Taiwan Land Development Corporation, organized in

accordance with the Company Act.

Article 3 The headquarters of the Company is registered in Taipei City, Taiwan. The Company may

establish branch offices in Taiwan or abroad according to business requirements.

Article 4 The announcements made by the Company shall be published in accordance with the law or

regulations set by the competent authority.

Article 5 The Company's investment shall be exempt from the 40 percent restriction specified in

Article 13 of the Company Act in relation to the percentage of total investment amount that

can be made with a company's paid-up capital. However, all investment related matters are

subject to approval by the Board of Directors.

The Company shall provide guarantee on its affiliated companies as required for business

operations.

Chapter 2 Shares

Article 6 The Company's total capital is set at NT$8,000,000,000, divided into 800,000,000 shares at

NT$10 par value. The Board of Directors is authorized to issue the unissued shares.

Article 7 The Company’s shares shall be registered and signed or sealed by at least three directors.

The shares shall be issued in accordance with the law.

When issuing the shares, the Company may opt to not print any share certificates or to print

the separately-issued shares on a combined basis. The Company should however engage a

centralized securities depository institute to register or safekeep the shares.

The above rules also apply to corporate bonds.

Article 8 Shareholders of the Company shall complete signature and seal cards to be retained by the

Company for records. The signature and seal cards are used for the purpose of verification

when the shareholders collect dividends, bonuses, or exercise other shareholder rights in

writing.

Article 9 All stock-related matters shall be governed by the Regulations Governing the

Administration of Shareholder Services of Public Companies and other relevant laws.

Chapter 3 Scope of Business

Article 10 The Company's business scope includes:

1. D501010 Hot Spring Providers

2. F401010 International Trade

- 39 -

3. H701010 Residence and Buildings Lease Construction and Development

4. H701020 Industrial Factory Buildings Lease Construction and Development

5. H701030 Funeral Facility Lease Construction and Development

6. H701040 Specialized Field Construction and Development

7. H701050 Public Works Construction and Investment

8. H701060 New County and Community Construction and Investment

9. H701070 Land Levy and Delimit

10. H701080 Reconstruction within the renewal area

11. H702010 Construction Management

12. H703090 Real Estate Commerce

13. H703100 Real Estate Rental and Leasing

14. H703110 Senior Citizen's Development

15. H705010 National Private Property Management

16. HZ02010 Financial Institution Creditor's Right (Money) Purchase

17. I102010 Investment Consulting

18. JB01010 Exhibition Services

19. J601010 Arts and Literature Service

20. A101020 Food Crops

21. A101030 Special Crops

22. A101050 Flower Gardening

23. A102020 Agricultural Product Preparations

24. A102060 Grain Commerce

25. A102080 Horticulture

26. A199990 Other Agriculture

27. A401010 Cattle

28. A401020 Animal Husbandry

29. A401040 Livestock Farming

30. A401990 Other Livestock Farming

31. F203010 Retail sale of Food and Groceries

32. F203020 Retail Sale of Tobacco and Alcoholic Drinks

33. F501030 Coffee/Tea Shops and Bars

34. F501050 Public Houses and Beer Halls

35. F501060 Restaurants

36. J603010 Live Venues

37. ZZ99999 In addition to the approved business items, the Company is also allowed to

operate other business not prohibited or restricted by law.

Chapter 4 Meeting of Shareholders

Article 11 The Company's shareholder meetings are divided into two different types: general and

special shareholders meetings. A general shareholders meeting is to be held once annually,

- 40 -

called by the Board of Directors within six months after the end of each fiscal year. Unless

stated otherwise in the Company Act, special meetings are called by the Board of Directors

or Supervisory Board when deemed necessary. Shareholders holding more than 3% of the

total number of outstanding shares for a continuous year may request the Board of Directors

to call for a special meeting by submitting a written proposal setting forth therein the

subjects for discussion and the reasons.

Article 12 All shareholders shall be informed of the date, location, and agenda 30 days before a general

meeting or 15 days before a special meeting is convened.

Article 13 A shareholder, if unable to attend the shareholders' meeting, may appoint a proxy to attend

on the shareholder's behalf by executing power of attorney, stating therein the scope of

power authorized to the proxy. Regulations for proxy attendance, except those governed by

Article 177 of the Company Act, shall be conducted in accordance with the Regulations

Governing the Use of Proxies for Attendance at Shareholder Meetings of Public.

Article 14 The Chairman shall chair all shareholders meetings. If the Chairman is unable to attend, the

Chairman may appoint one of the directors to act on the Chairman's behalf. If no delegate is

appointed by the Chairman, one shall be elected from among the directors.

Article 15 Matters to be resolved by the shareholders meeting:

1. Establishment and amendment of the Articles of Incorporation for the Company.

2. Election and discharge of directors and supervisors.

3. Examination of the financial statements and books of accounts prepared and submitted by

the Board of Directors and supervisors' report. An inspector may be appointed for the

purpose of examination.

4. Resolutions regarding issuance of new shares through capitalization of earnings and

capital reserve.

5. Resolutions regarding capital reduction.

6. Resolutions regarding the distribution of earnings and make-up of deficits.

7. Transfer of all or any essential part of the Company's business or assets; or acceptance of

the transfer of another’s complete business or assets that has great bearing on the business

operation of the Company.

8. Merger and divestment of the Company.

9. Resolutions regarding other important matters commissioned.

Article 16 Resolutions at shareholders meetings shall, unless otherwise provided for under the

Company Act, be adopted by a majority vote of the shareholders present who represent

more than one-half of the total number of voting shares. When the number of shareholders

present does not constitute the quorum prescribed in the preceding article, but those present

represent one-third or more of the total number of issued shares, a tentative resolution may

be passed by a majority of those present. A notice of such tentative resolution shall be given

to each of the shareholders, and a Shareholders meeting reconvened within one month. If

bearer share certificates have been issued, such tentative resolutions shall also be publicly

announced.

- 41 -

In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a

majority of those present who represent one-third or more of the total number of issued

shares, such tentative resolutions shall be deemed to be a resolution under the preceding

paragraph (1).

Article 17 Unless otherwise stipulated by law, a shareholder shall have one vote per each share in

possession.

Article 18 Resolutions adopted at shareholders' meetings shall be recorded in the meeting minutes and

signed or sealed by the chairman of the meeting. The signed minutes shall be delivered to all

shareholders within 20 days after each meeting.

The preparation and delivery of meeting minutes can be made in electronic form.

The meeting minutes prescribed in the preceding paragraph may be delivered via public

announcement.

The minutes must note the date and venue of the meeting, the Chairman's name, the method

of resolution, and the proceedings and results of various meeting agenda items. Meeting

minutes must be preserved for as long as the company exists. The attendance list bearing the

signatures of shareholders present at the meeting and the powers of attorney of proxies shall

be retained for at least a year.

Chapter 5 Board of Directors

Article 19 The Company shall have seven to nine directors who shall comprise the Board of Directors.

The Board of Directors is authorized to determine the number of directors. The directors

shall be elected from among the shareholders with disposal capacity at the shareholder’s

meeting to serve a term of three years and may be eligible for re-election. The Company

adopts a candidate nomination system for election of the directors, and the shareholders

shall elect the directors from among the nominees listed on the roster of director candidates.

A director who is from or represents a government agency or an institutional shareholder

may, owing to the change of the director's functional duties, be replaced by another person.

When one-third of the positions on the Board of Directors become vacant, or when all

supervisors have been discharged, a special meeting of shareholders shall be called within

sixty days to elect succeeding directors. A replacement or succeeding director elected after a

by-election is to fulfill the unexposed term of office of the predecessor.

The percentage of shareholdings of all the directors elected in accordance with the preceding

paragraph is subject to the minimum percentage prescribed by the relevant competent

authority.

The Company shall purchase liability insurance for its directors and supervisors. The Board

of Directors is authorized to decide on the coverage of such insurance.

Article 20 The Chairman of the Board shall be elected by a majority vote at a board meeting with more

than two-thirds of the directors present. The Vice Chairman shall be elected in the same

way.

The Chairman shall represent the company externally and shall internally chair the

- 42 -

shareholders and the board of directors meetings.

If the Chairman is unable to perform such duties due to leave of absence or any other reason,

the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is also

unavailable or unable to perform duties, the Chairman may appoint one of the directors to

act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be

elected from among the directors to act on the Chairman's behalf.

Article 21 Powers of the Board of Directors:

1. Approval of various provisions of the Articles of Incorporation.

2. Approval of major business and its plans.

3. Promulgation of capital increase or decrease.

4. Approval of new addition, closure, or alteration of a branch office.

5. Approval of a various major contracts.

6. Approval of the budget and final accounts.

7. Approval of real estate transactions.

8. Approval of investment in other companies.

9. Formulation of proposals regarding earnings distribution or deficit make up.

10. Approval of remuneration of directors, supervisors, and other employees.

11. Approval of the appointment and discharge of the president, vice presidents, assistant

Vice presidents, managers, assistant managers, and branch managers.

12. Matters submitted by the Chairman for approval.

13. Other authority granted by law, by the Articles of Incorporation, or by the meeting of

shareholders.

Directors' and supervisors' remuneration as prescribed in clause 10 in the preceding

paragraph shall be in accordance with industry standards. If profit is reported in the final

accounts, it shall be handled in accordance with Article 35.

Article 22 Board of Directors shall establish an audit office to oversee the Company's audit practice.

The appointment or discharge of the head of the audit office shall be determined by the

Chairman of the Board with a majority consensus from all the directors. The head of the

audit office shall oversee the audit practice in accordance with the resolutions of the board

meetings and shall provide periodic reports to the Board of Directors and supervisors.

Article 23 The Board of Directors shall meet once a month. In the event of urgent matters or at the

request of a majority of the directors, the Chairman may convene a special meeting via mail,

e-mail, or fax, unless otherwise specified by the Company Act.

Article 24 A director may delegate another director to attend the Board meeting on the director's behalf,

and a power of attorney must be issued and state therein the scope of authority with

reference to the subject matter to be discussed at the meeting.

A director may accept the appointment to act as the proxy referred to in the preceding

paragraph of only one other director.

Article 25 Unless otherwise provided for under the Company Act, resolutions of the board of directors

shall be adopted by a majority of the directors at a meeting attended by a majority of the

- 43 -

directors.

Article 26 Proceedings of a board meeting must be recorded in the minutes.

The meeting minutes shall comply with Article 18 in the preceding paragraph.

Article 27 Board meetings shall be announced seven days in advance to all directors and supervisors.

President, vice presidents, managers from all departments may be invited to attend.

However, they are not eligible to vote.

Chapter 6 Supervisors

Article 28 The Company shall have three supervisors, elected from among the shareholders with disposal capacity at the shareholders meeting to serve a term of three years and may be eligible for re-election. A candidate nomination system is adopted for election of the supervisors, the shareholders shall elect the supervisors from among the nominees listed on the roster of supervisor candidates. A supervisor who is from or represents a government agency or an institutional shareholder may, owing to the change of the supervisor's functional duties, be replaced by another person to fulfill the unexposed term of office of the predecessor. The number of shareholdings of all supervisors elected in accordance with the preceding paragraph shall comply with regulations specified by relevant competent

authority.

Article 29 Powers of the supervisors:

1. Investigation and reviewing of the business and property status of the Company.

2. Reviewing of books of accounts and reports for final accounts.

3. Inventory review reports.

4. Monitoring of the performance of the employees and censure for any violation of laws or

their duties.

5. Any other powers authorized by law.

Article 30 Supervisors may be invited to attend the Board of Directors meetings for expression of

opinions. However, they are not eligible to vote in the meeting.

Chapter 7 Managerial Personnel

Article 31 The Company shall have one President who oversees the operations of the Company in

accordance with the resolutions of the board meetings. The Company shall have a number

of vice presidents and managers to support and assist the President. The appointment,

discharge, and remuneration of the above personnel shall be governed by Article 29 of the

Company Act.

Article 32 If, for any reason, the president is unable to perform one's duties, the Chairman shall appoint

one of the vice presidents, subject to the board of directors' approval, to act on the

president's behalf.

Chapter 8 Accounting

Article 33 The Company's fiscal year begins on January 1 and ends on December 31. A final

accounting shall be conducted at the end of the year and shall use the ROC year for the title.

Article 34 At the end of each fiscal year, the Board of Directors shall prepare the following statements

and reports, as regulated by the central authority, for verification. The verified statements

and reports shall be submitted to supervisors for review no later than 30 days prior to the

- 44 -

shareholders meeting.

1. Business Report.

2. Financial Statements.

3. Distribution of earnings or loss offsetting proposals.

The Board of Directors shall submit the above statements and reports for approval at the

shareholders meeting. The Board of Directors shall distribute the approved financial

statements and resolutions regarding earnings distribution or loss offsetting to all

shareholders.

Delivery of the approved financial statements and resolutions regarding earnings

distribution or loss offsetting to all shareholders may be made in the form of public notice.

Article 35 If profit is reported in the final accounts, the Company shall set aside ten percent of the

profit as a legal reserve after losses have been covered and all taxes and dues have been paid.

The Company may allocate between one to eight percent of the remaining earnings as

employee bonus and a further one to two percent toward director and supervisor

remuneration. The Board shall determine whether to withhold the earnings for future

business operations or investment opportunities or to submit a distribution proposal of no

less than fifty percent of the earnings at the shareholders meeting.

The board of directors shall be authorized to determine employee bonus and directors and

supervisors' remuneration within the ranges specified above on an annual basis.

Article 36 For the purpose of strengthening capital structure and increasing the amount of capital, the

Company may allocate up to thirty percent of its distributable earnings as cash dividends

and the rest as stock dividends to shareholders.

Chapter 9 Supplementary Provisions

Article 37 Organizational regulations, detailed charts of responsibilities, and other provisions of the

Articles of Incorporation of the Company shall be promulgated in separate documents.

Article 38 Any unstated matters herein shall be conducted based on the Company Act and any other

relevant laws.

Article 39 The Articles of Incorporation shall be implemented after being approved at the shareholders

meeting, and any future amendments shall follow the same procedure.

Article 40 The Articles of Incorporation were established on February 25, 1972 1st Revision:

December 6, 1975; 2nd Revision: May 29, 1979; 3rd Revision: September 27, 1980; 4th

Revision: January 13, 1984; 5th Revision: December 23, 1986; 6th Revision: December 23,

1989; 7th Revision: December 28, 1990; 8th Revision: July 29, 1994; 9th Revision:

December 26, 1997; 10th Revision: February 26, 1999; 11th Revision: October 16, 1999;

12th Revision: May 16, 2000; 13th Revision: June 24, 2004; 14th Revision: December 31,

2004; 15th Revision: December 14, 2005; 16th Revision: June 28, 2006; 17th Revision:

May 27, 2009; 18th Revision: June 9, 2010; 19th revision: June 28, 2011; 20th revision:

June 8, 2012; 21st Revision: June 17, 2013; 22nd Revision: June 24, 2014;

- 45 -

Appendix 2

Taiwan Land Development Corporation Rules and Procedures for

Shareholders Meetings

101.06.08.Revision approved at AGM 2012

102.06.17.Revision approved at AGM 2013

103.06.24 Revision approved at AGM 2014

1. Company Shareholders Meetings (hereinafter the "Meeting") shall be conducted in accordance with

these Rules and Procedures, unless otherwise specified by law or the Articles of Incorporation.

2. The number of shares represented during the meeting is calculated based on the total amount

registered in the attendance log or the attendance cards collected, plus the number of shares where

voting rights are exercised in writing or through electronic means.

3. Shareholder attendance and votes are calculated by the number of shares represented during the

Meeting.

4. The Meeting shall be held at locations that are suitable and convenient for shareholders to attend.

The Meeting shall not begin earlier than 9 a.m. or later than 3 p.m.

5. Shareholders meetings that are convened by the Chairman shall be chaired by the Chairman. If the

Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice

Chairman shall act on the Chairman's behalf. If the Vice Chairman is also unavailable or is

non-existent, the Chairman may appoint one of the directors to act on the Chairman's behalf. If the

Chairman does not appoint a delegate, one shall be elected from among the directors.

If the Meeting is chaired by a director other than the Chairman, it shall be one who is familiar with

the Company's business and financial status and that had been appointed more than six months prior.

Institutional directors shall comply with the same rule.

If the Meeting is convened by an authorized party other than the Board of Directors, the Meeting

shall be chaired by the authorized convener.

6. The lawyers, certified public accountants, and any relevant personnel hired by the Company shall be

present at the shareholders meeting. Organizers of the Meeting must wear proper identification or

arm badges.

7. The audio or video of the process of the Meeting shall be recorded and shall be retained for at least

one year.

However, if a shareholder makes a litigious claim against the Company according to Article 189 of

the Company Act, the abovementioned documents must be retained until the end of the litigation.

8. The Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of

shares represented by the shareholders present at the Meeting has not yet constituted the quorum at

the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The

postponements shall be limited to two times and the Meeting shall not be postponed for longer than

- 46 -

one hour in aggregate. If after two postponements no quorum can yet be constituted, but the

shareholders present at the Meeting represent more than one-third of the total outstanding shares,

tentative resolutions may be made in accordance with Article 175, Item 1 of the Company Act.

If the number of shares represented during the meeting accumulates to more than half of all

outstanding shares before the meeting ends, the Chairman may re-propose any tentative resolution

for final voting, according to Article 174 of the Company Act.

9. The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the

Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in

accordance with the agenda.

The above rule also applies if the shareholders' meeting is convened by any authorized party other

than the board of directors.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the

Meeting before all the discussion items (including extempore motions) listed in the agenda are

resolved.

The shareholders cannot designate any other person as chairman and continue the Meeting in the

same or another place after the Meeting is adjourned.

10. When a shareholder present at the Meeting wishes to speak, a speech note should be filled out with

a summary of the speech, the shareholder's number (or the number of Attendance Card), and the

name of the shareholder. The sequence of speeches by shareholders shall be decided by the

chairman.

Shareholders who submit an opinion slip without actually speaking are considered to have remained

silent. If the shareholder's actual comments differ from those stated on the opinion slip, only the

actual comments expressed shall be recorded.

While a shareholder is speaking, other shareholders shall not speak simultaneously or interfere in

any way, unless agreed upon by the Chairman and the person speaking. Any violators shall be

restrained by the Chairman.

11. Unless otherwise permitted by the chairman, each shareholder shall not speak more than two times

for each discussion item (each time cannot exceed 5 minutes).

In case the speech of any shareholder violates the above provision or exceeds the scope of the

discussion item, the chairman may stop the speech.

12. More than one representative may attend the shareholders' meetings if the shareholder is a

government agency or corporate entity. If the corporate shareholder is attending as proxy, only one

representative shall be appointed to attend the Meeting.

Where a corporate shareholder has appointed two or more representatives to attend the

shareholders' meeting, only one representative may speak per agenda item.

13. After the speech of a shareholder, the chairman may respond on one's own or appoint an

appropriate person to respond.

14. The chairman may announce the end of the discussion of any resolution and go into voting if the

chairman deems it appropriate.

15. The ballot examiner and ballot counter during polls shall be designated by the chairman. The ballot

- 47 -

examiner must be a shareholder of the Company.

The outcome of the vote must be documented and announced onsite.

16. During the Meeting, the chairman may set time for intermission. In the event of force majeure, the

chairman may decide to temporarily suspend the Meeting and shall announce, depending on the

situation, when the Meeting will resume.

If the Meeting is unable to conclude all scheduled agenda items (including extempore motions)

before the venue is due to be returned, shareholders may resolve to continue the meeting at an

alternative venue.

Shareholders may also resolve to postpone or resume the meeting within the next five days in

accordance with Article 182 of the Company Act.

17. Unless otherwise regulated by the Company Act or the Articles of Incorporation, an agenda item is

passed when supported by shareholders who represent more than half of the total voting rights.

An agenda is considered passed if the chairman receives no objections from shareholders. This

voting method is as effective as the conventional ballot method.

18. If there is amendment to or substitution for a discussion item, the chairman shall decide the

sequence of voting for the discussion item, the amendment, or the substitute. If any resolution is

passed, all other proposals shall be deemed rejected, and no further voting is necessary.

19. Where the Meeting involves re-election of directors or supervisors, the election must proceed in

accordance with relevant regulations of the Company. Results of the election shall be announced at

the Meeting, including the names of elected directors and supervisors.

Ballot examiners shall seal and sign the ballot papers indicated under election information in the

preceding paragraph and keep them properly for at least one year. However, if a shareholder makes

a litigious claim against the Company according to Article 189 of the Company Act, the

abovementioned documents must be retained until the end of the litigation.

20. The Chairman may instruct security staff to help maintain order in the meeting. The chairman may

direct the disciplinary officers or the security guard to assist in keeping order in the Meeting place.

While maintaining order in the meeting, all marshals or security staff must wear arm bands which

identify their roles.

21. These Rules and Procedures shall be effective from the date they are approved by the Shareholders

Meeting. The same applies in cases of revision.

- 48 -

Appendix 3

Impact on the Company's business performance and EPS from the

proposed stock dividend distribution

Year

Item 2015 (Estimation)

Initial paid-in capital NT$6,791,103,000

Cash dividend per share 0.2

No. of stocks per share when capitalizing earnings (Note 1) 1.0 Ex-dividend

of this year

Share distribution per share when capitalizing capital reserve -

Net operating income

Percentage of increase (loss) of operating profit compared with

last year

Net profit after taxes

Percentage of increase (loss) of net profit after taxes compared

with last year

EPS

Earnings per share Percentage of increase (loss) of dividend per

share

Change of

operation

performance

Annual average ROI (reciprocal of annual average P/E ratio)

Pro forma EPS Turning all capitalized

earnings to distributing cash

dividend Pro forma annual average ROI

Pro forma EPS If not capitalizing capital

reserve Pro forma annual average ROI

Pro forma EPS

Pro forma

EPS and P/E

ratio If not capitalizing capital

reserve but turning all

capitalized earnings to

distributing cash dividend Pro forma annual average ROI

(Note 2)

Note 1: The estimated share distribution for 2015 is filled out in accordance with the earning distribution passed

by the Board on April 28, 2015.

- 49 -

Note 2: Financial forecast for 2015 is not disclosed; according to the regulation of Tai-Cai-Zheng (1) Letter No.

00371, dated February 1, 2000, disclosure of 2015 forecast information is not required.

- 50 -

Appendix 4

Current shareholding of directors and supervisors

The minimum shareholding requirement of the Company's directors and

supervisors and their actual shareholding positions as of the book closure date for this

shareholders meeting (2015.05.02):

1. The number of the Company's outstanding shares stands at 662,010,295. As specified

in Article 2 of the Rules and Review Procedures for Director and Supervisor Share

Ownership Ratios at Public Companies, the total registered shares owned by all

directors shall be 26,480,411 shares (4%) and the total registered shares owned by all

supervisors shall be 2,648,041 shares (0.4%).

2. Number of shares held by individuals and all directors and supervisors:

Title Name Registered shares as of the book closure date

Shareholding percentage

Chairman Hongsheng Investment Co., Ltd. Representative: Chiu, Fu-Sheng

5,633,942 0.85%

Vice Chairman

Lian, Tai-Sheng 23,255,307 3.51%

Director Hongsheng Investment Co., Ltd. Representative: Kow Fu-Ling

5,633,942 0.85%

Director Hongsheng Investment Co., Ltd. Representative: Cheng, Chi-Li

5,633,942 0.85%

Director Shihtuo Investment Co., Ltd. 4,792,197 0.72%

Director Cheng, Ming-Chieh 0 0

Supervisors Nienshin Investment Co., Ltd. Representative: Yeh, Hui-Ling

4,774,116 0.72%

Supervisors Lin, Hung-Min 0 0

Supervisors Da He Multimedia Co., Ltd. 4,454,260 0.67%

Total directors' shareholdings 33,681,446 5.09%

Total supervisors' shareholdings 9,228,376 1.39%

- 51 -

Appendix 5

Employee bonuses and remuneration to directors and supervisors

Below are the proposed remunerations to directors and employee cash bonus

adopted by the Board on April 28, 2015. The remunerations shall be conducted in

accordance with relevant regulations once approved at the shareholder's meeting on June

30, 2015.

NT$7,995,000 in cash bonus will be distributed to employees, and the same amount

will be distributed to directors and supervisors as remuneration. The difference of

NT$606,000, in comparison with the estimated budget of NT$7,692,000 will be

recorded under the 2015 gain/loss adjustment.