BUSINESS MERGERS AND ACQUISITIONS ACT Article 14

In case the Board of Directors is unable to exercise its power and authority in the merger/consolidation and acquisition by a company, a temporary manager may be elected upon a resolution adopted by a majority of the shareholders present at the general meeting, who represent two-thirds or more of the total number of the issued shares. The scope and term of power and authority to be exercised by the temporary manager shall also be specified for the temporary manager to exercise the power and authority of the Chairman of the Board and the Board of Directors under the Company Act in the event that the Board of Directors is unable to exercise its power and authority.For a company whose share certificates have been publicly issued, if the total number of shares represented by shareholders at the general meeting is short of the quorum, the temporary manager may be elected by two-thirds of the votes of the shareholders present at the general meeting who present a majority of the total number of issued shares.An application for registration shall be filed within fifteen days after a temporary manager is on board; the removal of the temporary manager, together with new directors and supervisors, shall be filed within fifteen days after the election of directors and supervisors takes place.