Regulations Governing Securities Investment Consulting Enterprises (Originally Adopted 2004.10.30) Article 16

Except where otherwise provided by the Financial Institution Merger Act, the Business Mergers and Acquisitions Act, or other relevant laws, when an SICE applies for a merger, each company participating in the merger shall comply with the following provisions:1. The CPA-audited and attested financial report for the most recent period shall show a net worth per share not lower than par value.2. The company shall not have been subject to any disposition under Article 103, subparagraphs 2 to 5, of the Act, Article 66, subparagraphs 2 to 4 of the Securities and Exchange Act, or Article 100, paragraph 1, subparagraphs 2 to 4 of the Futures Exchange Act, within the preceding half year. This provision shall not apply, however, when there has been concrete correction of the circumstances of its violation and the correction has been recognized by the competent authority.In addition to applying the provisions of the preceding paragraph, a SICE that applies to merge with a securities investment trust enterprise (SITE) shall comply with the provisions regarding application to concurrently operate securities investment trust business as set forth in the Standards Governing the Establishment of Securities Investment Trust Enterprises.When SICEs apply for merger, or a SICE applies to merge with a SITE, if there is non-compliance with any provision of the two preceding paragraphs, the FSC may grant ad-hoc approval based on an overall consideration of factors such as sound securities market development and the SICE's competitive status.