Regulations Governing Public Tender Offers for Securities of Public Companies Article 11

Any person who individually or jointly with another person(s) intends to acquire within 50 days shares accounting for 20 percent or more of the total issued shares of a public company shall employ a public tender offer to do so.Where the following conditions are met, the requirement to employ a public tender offer as set forth in the preceding paragraph shall not apply:1. Transfer of shares between affiliates mentioned in Article 3.2. Shares obtained under the Taiwan Stock Exchange Corporation Regulations Governing Auction of Listed Securities by Consignment.3. Shares obtained under the Taiwan Stock Exchange Corporation Rules Governing Purchase of Listed Securities by On-Market Tender Offer or under the Taipei Exchange Rules Governing Purchase of OTC Securities by On-market Tender Offer.4. Shares obtained under Article 22-2, Paragraph 1, Subparagraph 3 of the Act.5. Using an issue of new shares as the consideration for acquiring the shares of another public company in accordance with Article 156-3 of the Company Act.6. Implementing a share exchange under the Business Mergers and Acquisitions Act to obtain shares of another public company.7. Other conditions in conformity with FSC regulations.