Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies Article 14

Before making a loan of funds to others, a public company shall carefully evaluate whether the loan is in compliance with these Regulations and the company's Operational Procedures for Loaning Funds to Others. The company may loan funds to others only after the evaluation results under this paragraph and Article 9, paragraph 6 have been submitted to and resolved upon by the board of directors. The company shall not empower any other person to make such decision.Loans of funds between the public company and its parent company or subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the board of directors pursuant to the preceding paragraph, and the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans extended by the public company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except in cases of companies in compliance with Article 3, paragraph 4.Where a public company has appointed independent directors, when it loans funds to others, it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.
中文原文 公開發行公司資金貸與及背書保證處理準則第14條
公開發行公司將公司資金貸與他人前,應審慎評估是否符合本準則及公司所訂資金貸與他人作業程序之規定,併同第九條第六款之評估結果提董事會決議後辦理,不得授權其他人決定。
公開發行公司與其母公司或子公司間,或其子公司間之資金貸與,應依前項規定提董事會決議,並得授權董事長對同一貸與對象於董事會決議之一定額度及不超過一年之期間內分次撥貸或循環動用。
前項所稱一定額度,除符合第三條第四項規定者外,公開發行公司或其子公司對單一企業之資金貸與之授權額度不得超過該公司最近期財務報表淨值百分之十。
公開發行公司已設置獨立董事者,其將資金貸與他人,應充分考量各獨立董事之意見,並將其同意或反對之明確意見及反對之理由列入董事會紀錄。

English translation for reference only; the Chinese text prevails. Not legal advice.