Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies Article 7-1

Unless it is a securities firm or a company meeting the requirements of Article 3, paragraph 2, of the Regulations Governing the Administration of Shareholder Services of Public Companies, a company mandated to handle solicitation matters shall meet the following qualification requirements:1. A company limited by shares with paid-in capital of not less than NT$10 million;2. Have at least one officer in charge of handling solicitation matters, who must have at least 5 years of practical experience in shareholder services operations or the handling of solicitation matters; the personnel handling solicitation matters shall number at least five persons, including the officer and the deputy thereof, and shall meet at least one of the following qualifications:A. have at least three years of practical experience in shareholder services.B. be a senior agent or agent of a securities firm.C. have successfully passed the shareholder services examination held by the institution designated by the FSC.3. The company's internal control system shall include solicitation procedures, and shall prescribe audit items.If a company mandated to handle solicitation matters has violated Article 11, paragraph 1, or violated provisions of Article 5 or Article 6 relating to qualifications for solicitation, and less than 1 year has elapsed since the FSC imposed a sanction for the violation, the company may not handle the solicitation matters.A company mandated to handle solicitation matters shall submit the documents evidencing qualifications under paragraph 2 to the institution designated by the FSC, which shall review them and then forward them to the FSC for recordation, before the mandated company may begin to handle the solicitation matters.The FSC or the institution designated by the FSC may from time to time inspect the qualifications of a company mandated to handle solicitation matters, and the company mandated to handle solicitation matters may not refuse such inspection; a company that refuses inspection shall be deemed disqualified, and shall be prohibited from handling solicitation matters for a period of three years. When inspection reveals any deficiency in qualification, and the company fails to make supplementation or correction within a deadline upon being notified by the FSC or the institution designated by the FSC to do so, it may not handle solicitation matters until such time as it has made supplementation or correction.In the event of any change in paid-in capital amount or personnel or amendment to the solicitation procedures in the internal control system set out among the qualification requirements in paragraph 1, a company mandated to handle solicitation matters shall report to the institution designated by the FSC within five days after the change or amendment.The internal control system of a company mandated to handle solicitation matters shall undergo regular or occasional internal auditing by personnel specifically responsible for the task, who shall prepare a written record of the auditing, and make it available to the FSC or the institution designated by the FSC for auditing.A company that fails to perform the measures set out in the preceding two paragraphs and fails to make supplementation or correction within a deadline upon being notified by the FSC or the institution designated by the FSC to do so may not handle solicitation matters until such time as it has made supplementation or correction.The personnel handling solicitation under paragraph 1, subparagraph 2 shall participate in education and training courses related to shareholder services that are held by the institution designated by the FSC, in accordance with the number of such course hours as required by that institution.