BUSINESS MERGERS AND ACQUISITIONS ACT Article 18

A resolution for the merger/consolidation or dissolution of a company shall be adopted by a majority vote at the general meeting attended by shareholders representing two-thirds or more of the total number of the issued shares of the company.For a company that has its share certificates publicly issued, if the total number of shares represented by shareholders present at the general meeting is short of the quorum provided in the preceding paragraph, the resolution may be adopted by two-thirds or more of the votes of the shareholders present at the general meeting who represent a majority of the total number of issued shares.In case a listed or OTC company participates in the merger/consolidation and is dissolved thereafter while the surviving or newly incorporated company is not a listed or OTC company, the resolution of the general meeting under the preceding two paragraphs shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the listed or OTC company.Where higher criteria for the total number of shares represented by the shareholders present at the general meeting and the total number of votes required to adopt a resolution thereat are specified in the Articles of Incorporation, such higher criteria shall prevail.In case any special shares are issued by the company, the merger/consolidation shall be separately resolved by the holders of those special shares with the exceptions that a resolution by the general meeting is not required under this Act or that a resolution by the meeting of special shareholders is not required as expressly provided in the Articles of Incorporation. All the provisions set forth in the preceding four paragraphs shall apply mutatis mutandis to the resolution of the meeting of special shareholders.Any company holding the shares of another company participating in the merger/consolidation, or the company or its assigned representative is elected as a director of another company participating in the merger/consolidation, then the company or its assigned representative may exercise voting rights in the resolution of the merger/consolidation by such another company.In case the number of shares issued as a result of the merger/consolidation will not exceed more than twenty percent of the total number of issued voting shares of the surviving company immediately before the merger/consolidation, or that the total value of shares, cash, or other assets delivered to the shareholders of the dissolved company will not exceed more than twenty percent of the net value of the surviving company, a resolution for the merger/consolidation agreement shall be adopted by a majority vote of the directors present at the Board meeting attended by directors representing two-thirds or more of the directors of the surviving company. However, in case that the assets of the dissolved company may be insufficient to offset its liabilities, or that the surviving company needs to amend its Articles of Incorporation, Paragraphs 1-4 of this Article relating to the resolution of the general meeting still govern.