Chapter One General Provisions
Article 1.
Tatung Co. is duly incorporated to accomplish industry education cooperation programs in concert with Tatung University and Tatung Senior High School. All gains received with investment of the school foundation funds will be completely used for the purpose of education. Tatung Co. accepts investment from the school funds. To assure adequate corporate capital, Tatung Co. accepts investment from the general public. The Company is, therefore, duly incorporated under the full name of Tatung Co. (hereinafter referred to as the "Company").
Article 2.
The Company is headquartered in Taipei City and may have branches or offices established elsewhere as appropriate.
Article 3.
Public announcements shall be duly handled in accordance with the requirements promulgated by the competent authority.
Chapter Two Shares
Article 4.
The Company has total capital of One Hundred Billion New Taiwan Dollars, divided into ten billion shares at Ten New Taiwan Dollars par value, to be issued in installments. The aforementioned total amount has two hundred million shares reserved to issue employee stock option certificates.
Article 4-1
The Type A registered special shares issued by the Company bear the following rights and obligations and other important matters:
1.
The stock dividend on the special shares has a 3% annual interest rate and shall be calculated based on the real issue price, which will be granted in cash once per year. The Board of Directors will set the record date of allocation of stock dividends on special shares after the general shareholders' meeting recognizes the statement of final account per year to pay the stock dividend allocated in the previous year. The cash dividend per year shall be calculated based on the duration of the issue in the then year. The issue day shall be defined as the record date of capital increase.
2.
The Company's earnings, if any, upon annual final account shall be used to make up the loss for past years and pay the tax, and the balance, if any, shall be withheld with 10% as the legal reserve and then provided or reversed as the special reserve pursuant to laws, and the balance, if any, shall be granted as the stock dividends on special shares as the first priority.
3.
Where there is no earnings or the earnings are not enough to allocate the stock dividends on Type A special shares upon annual final account, the stock dividends unallocated or deficit thereof shall be accumulated and calculated at the annual compound interest rate and made up as the first priority in any following year in which there is earnings.
4.
Except the stock dividends at fixed rate for Type A special shares, the Type A special shares shall not participate in the allocation of capital stock and cash recapitalized from capital surplus through cash capital increase premium from earnings and issuance of common shares.
5.
In the case of the Company's residual property allocated by Type A special shares and by common shares, the Type A special shares shall prevail, provided that the allocation shall be no more than the issue amount.
6.
Shareholders of Type A special shares hold the voting and election rights at the shareholders' meetings for common shares and Type A special shares, and are entitled to be elected as directors and supervisors.
7.
When the Company issues new shares by cash, shareholders of Type A special shares hold the preemptive to subscribe for the new shares the same as the shareholders of common shares.
8.
Type A special shares will mature upon expiration of five years after issuance. From the issue date until two months prior to expiration, Type A special shares may be converted to common shares upon request at the swap rate of one Type A special share for one common share, provided that the Type A special shares shall not participate in the allocation of the stock dividends on the special shares in the year in which the special shares are converted to common shares before the ex-right (ex-dividend) record date, but may participate in the allocation of earnings and capital surplus of common shares. Unless otherwise provided by laws, the common shares converted from Type A special shares shall carry the rights and obligations the same as those of the original common shares.
9.
Type A special shares which are not converted upon maturity shall be redeemed by the Company with the stock payment collected through recapitalization of earnings or issuance of new shares, based on the initial issue price plus the stock dividends on the special shares unallocated in the previous years. Upon acceptance of the request for resale, the Company shall redeem the special shares in cash uniformly within three months upon maturity at the latest. Where it is impossible for the Company to redeem the issued Type A special shares, in whole or in part, due to any objective factors or force majeure, the rights in Type A special shares which are not redeemed shall be extended pursuant to the conditions about the issues referred to in the preceding paragraphs until the shares are redeemed by the Company as a whole. The stock dividends thereof shall be calculated based on the compound interest rate during the extension, lest the right to be held by the Type A special share holders in accordance with the Company’s Articles of Incorporation be damaged. The “initial issue price” referred to in said calculation of redemption price shall mean the subscription price actually paid by the shareholders when Type A special shares are issued, namely the subscription price per share multiplied by the quantity of subscribed shares.
10.
Before the redemption of Type A special shares, in the case of a decrease in Type A special shares resulting from the Company's capital decrease in any manner other than cancellation of treasury stock, the redemption price per share for the Type A special shares shall be adjusted according to the following equation: Redemption price per share = initial issue price per share × (quantity of Type A special shares issued prior to capital decrease / quantity of Type A special shares issued after capital decrease) The redemption per share upon adjustment less than NT$1 shall be counted as NT$1.
11.
The capital surplus of Type A special shares issued at premium, unless upon resolution of the special shareholders’ meeting, or the special shares converted to common shares in whole, or the special shares, before redemption, shall not be recapitalized. The terms and conditions of issuance, issue price, quantity of issued shares, amount of offering, projects, fund utilization schedules and other requirements related to the issue for the cash capital increase shall be subject to the final decision resolved by the shareholders’ meeting and approved by the competent authority. The Board of Directors is proposed to be authorized to deal with the amendments to be made due to any change in laws or per instruction of the competent authority or to cope with the change in the objective environment.
Article 5.
The share certificates hereof shall be duly signed and sealed by a minimum of three directors. The Company is exempted from printing share certificates or may have the total number of printed share certificates to be under the custody of the centralized securities depository enterprise.
Article 6.
For transfer of the registered shares, both the transferor and transferee shall fill out the application form and apply to the Company for share transfer procedures. Until the transfer procedures are completed and entered into the Register (Roster) of Shareholders, the transferred shares shall not act against the Company.
Article 7.
Whenever registered share certificates are lost or damaged, the shareholder shall duly apply to the Company for reissuance in accordance with the procedures specified by the competent authority.
Article 8.
No transfer of shares shall be handled within sixty days prior to a shareholders' regular meeting, or within thirty days prior to a shareholders' extraordinary meeting, or within five days prior to allocation of dividend bonus or any other benefits.
Chapter Three Business
Article 9.
The Company shall engage in the following business lines:

(1) CC01101 Manufacture of controlled telecommunications frequency equipment.
(2) F401021 Import of controlled telecommunications frequency equipment.
(3) CB01030 Manufacture of pollution control equipment.
(4) E302010 Waste clean-away equipment installation projects.
(5) E599010 Pipeline installation projects.
(6) E603050 Automatic control equipment projects.
(7) EZ05010 Instrument, panel installation projects.
(8) CB01990 Manufacture of other machinery & equipment.
(9) E303020 Noise and vibration control projects.
(10) J101050 Environmental inspection services.
(11) CC01990 Manufacture of other electric and electronic machinery & equipment.
(12) C701010 Printing industry.
(13) C702010 Plate making industry.
(14) CC01010 Manufacture of power generation, power transmission, power distribution machinery & equipment.
(15) I301020 Data processing services.
(16) C501010 Timbering industry.
(17) C501030 Plywood manufacture.
(18) C501990 Manufacture of other wooden articles.
(19) C703010 Print binding and processing industries.
(20) C802990 Manufacture of other chemical products.
(21) CB01010 Manufacture of machinery & equipment.
(22) CC01020 Wire & cable manufacture.
(23) CC01030 Manufacture of electric, audio & video electronic products.
(24) CC01060 Manufacture of wire communications machinery & equipment.
(25) CC01070 Manufacture of wireless communications machinery & equipment.
(26) CC01080 Manufacture of electronic parts & components.
(27) CD01030 Manufacture of automobiles and auto parts.
(28) CF01011 Manufacture of medical treatment devices.
(29) CH01040 Manufacture of toys.
(30) CN01010 Manufacture of furniture and decoration articles.
(31) CO01010 Manufacture of tableware.
(32) E601020 Electric equipment installation business.
(33) E603010 Cable installation projects.
(34) E604010 Machinery & equipment installation projects.
(35) E701010 Communications engineering projects.
(36) E801070 Kitchen utensils, bathroom sanitary-ware equipment installation projects.
(37) F401010 International trade.
(38) G701011 Customs brokerage.
(39) H701040 Development of special industrial zones.
(40) H701060 Development of new towns , new communities.
(41) I301010 Information software services.
(42) I599990 Other design services.
(43) J303010 Publication of magazine (periodicals).
(44) JE01010 Leasehold.
(45) CE01021 Manufacture of volume and weight equipment and facilities.
(46) F113060 Whole sale of volume and weight equipment and facilities.
(47) F213050 Retail of volume and weight equipment and facilities.
(48) CC01110 Manufacture of computers and peripherals thereof.
(49) CC01120 Manufacture and duplication of data storage media.
(50) F113070 Telecommunications equipment wholesale.
(51) F213060 Telecommunications equipment retail.
(52) IG01010 Biological technology services.
(53) CB01071 Manufacture of freezing & air conditioning equipment.
(54) CE01010 Manufacture of general instruments.
(55) E602011 Freezing and air conditioning projects.
(56) E601010 Electric Appliance Construction.
(57) IG03010 Energy Technical Services.
(58) ZZ99999 All businesses except those banned or restricted by laws and other business subject to special permission.
Article 9-1
The Company, when investing outwardly, shall be subject to a decision to be resolved in the board of directors but is free of the restrictions set forth in Article 13 of the Company Act which stipulates that the total investment of a company shall not exceed 40% of its paid-up capital.
Chapter Four Shareholders' meeting
Article 10.
The shareholders' meeting hereof is in two categories, i.e., the annual (regular) meeting of shareholders and special (extraordinary) meeting of shareholders. The former is called once per annum within six months from the close of each fiscal year and the latter may be duly called whenever necessary.
Article 11.
Unless otherwise provided for in the Company Act, decisions in the shareholders' meeting shall be resolved by a majority vote in the meeting attended by shareholders representing a majority of the total issued shares.
Article 12.
Each share held by a shareholder hereof is entitled to one vote except otherwise set forth in Article 179 of the Company Act.
Article 13.
A shareholder who is unavailable for a shareholders' meeting may duly issue a power of attorney in the proxy provided by the Company, specifying the range of the authorized power for the meeting on their behalf. The proxy shall be duly handled in accordance with "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies".
Article 14.
Minutes of every shareholders' meeting shall be duly worked out bearing the time, date, location, decisions resolved, to be duly signed and sealed by the presiding chairman and be filed in the Company along with the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies in accordance with the Company Act.
Chapter Five Directors and Independent Board Committee
Article 15.
Tatung company's board of directors shall have five to nine directors whose term of office shall not exceed three years, and who shall be elected by the shareholders' meeting from among the persons with disposing capacity. In addition, re-election shall be permissible. The sum of all directors’ shareholding of Tatung Company must not be less than the percentage prescribed by the competent authorities. The number of independent directors elected would not be less than three in number, and not less than one-fifth of the total number of directors.
Article 15-1
In the process of electing directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. The total number of votes per share may be consolidated for election of one candidate, or may be split for election of two or more candidates. A candidate to whom the cast ballots represent a prevailing number of votes shall be deemed a elected director. The election of independent and non-independent directors shall be held at the same time, but on separate ballots and be elected respectively. In the process of electing directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. The total number of votes per share may be consolidated for election of one candidate, or may be split for election of two or more candidates. A candidate to whom the cast ballots represent a prevailing number of votes shall be deemed a elected director. The election of independent and non-independent directors shall be held at the same time, but on separate ballots and be elected respectively.
Article 16.
Directors shall elect one chairman from among themselves to represent the Company externally and take overall charge of all business operation internally. In the chairman's absence, the chairman shall appoint one director from themselves to act in their place. In absence of such appointment, one director shall be elected from among themselves to act in their place.
Article 17.
Unless otherwise provided for in the Company Act, the board of directors meeting shall be convened by the chairman. Also unless otherwise provided for in the Company Act, decisions in the board of directors meeting shall be resolved by a majority vote in the meeting attended by directors representing a majority of the total number of directors. A director who is unavailable for a board meeting may consign another director to be his/her proxy to attend the meeting on behalf. Board of Directors of the Company could be convened in writing or via email or fax.
Article 18.
The Company could provide guarantees for others.
Article 19.
In accordance with Article 14-4 of the Securities and Exchange Act, Tatung Company may establish the Independent Board Committee organized by all independent directors. Power, meeting rules , and other matters to be complied with of the audit committee shall process in accordance with the Company Act, the Securities and Exchange Act, other relevant laws and regulations, and Tatung Company's rules.
Article 19-1
Tatung Company may take out liability insurance for their directors with respect to their liabilities resulting from exercising their duties during their terms of office.
Article 19-2
Transportation allowances and remuneration paid to Tatung Ccmpany's directors are decided in accordance with contribution made and domestic or foreign industry standards.
Chapter Six Managerial officers & consultants
Article 20.
In line with business needs, the Company has one general manager, a certain number of vice general managers and a certain number of assistant general managers, all of whom shall be duly appointed, discharged and paid by the board of directors through a majority vote in the meeting which is attended by a majority of the total number of directors.
Article 21.
The Company may hire a certain number of consultants as resolved by the board of directors.
Chapter Seven Accounting
Article 22.
The Company's fiscal year begins January 1 until December 31 of every calendar year.
Article 23.
At the close of each fiscal year, the board of directors shall prepare the following statements and records, forward them to the audit committee for auditing not later than the 30th day prior to the meeting date of a regular shareholders’meeting, and then submit them to the regular shareholders' meeting for ratification: 1. the business report. 2. the financial statements. 3. the surplus earning distribution or loss off-setting proposals.
Article 24.
Tatung Company faces a changeable industry environment, and is currently in the period of steady growth. Considering long-term financial plan, future capital demand, and protection of shareholders' rights and interests, if Tatung Company has surplus earnings after settlement, Tatung company shall, after its losses have been covered and all taxes and dues have been paid, first set aside ten percent of such earnings as a legally required reserve and a certain amount, equivalent to the deduction from shareholders' equity in the current year, as special reserve at the time of earnings distribution. Besides, Tatung Company shall set aside no more than two percent of such surplus earnings as remuneration of directors and no more than one percent of such surplus earnings as employee bonuses. The sum of the earnings distribution shall not lower than sixty percent of accumulated distributable earnings. Ratios of stock dividend and cash dividend would depend on substantial profits in the current year and capitalization plans of Tatung Company. However, the ratio of cash dividend shall not belower than 10% of the earnings distribution at that time.
Chapter Eight Miscellaneous
Article 25.
The Company's bylaws and service regulations shall be separately worked out.
Article 26.
The Company was initially known as Tatung Iron Works K. K.; Tatung Cast Steel Machinery Co., which was later rechristened Tatung Steel Manufacturing Machinery Co., Ltd.. The Company absorbed on October 6, 1956 Tatung Chemical Industrial Co., Ltd. and was approved to rename it Tatung Co. on September 17, 1968.
Article 27.
Any matters inadequately provided for herein shall be subject to the Company Act.
Article 28.
These Articles, duly enacted on March 31, 1950 and duly amended on May 31, 1952 as the 1st amendment; February 28, 1953 as the 2nd amendment; July 5, 1954 as the 3rd amendment; February 21, 1955 as the 4th amendment, October 16, 1956 as the 5th amendment; April 7, 1957 as the 6th amendment; August 16, 1957 as the 7th amendment; July 16, 1959 as the 8th amendment; May 28, 1961 as the 9th amendment; May 27, 1962 as the 10th amendment; November 18, 1962 as the 11th amendment; May 26, 1963 as the 12th amendment; August 23, 1964 as the 13th amendment; May 16, 1965 as the 14th amendment; May 29, 1966 as the 15th amendment; May 28, 1967 as the 16th amendment; May 26, 1968 as the 17th amendment; September 1, 1968 as the 18th amendment; May 25, 1969 as the 19th amendment; May 31, 1970 as the 20th amendment; May 30, 1971 as the 21st amendment; May 21, 1972 as the 22nd amendment; May 27, 1973 as the 23rd amendment; December 23, 1973 as the 24th amendment; March 31, 1974 as the 25th amendment; May 25, 1975 as the 26th amendment; May 30, 1976 as the 27th amendment; May 29, 1977 as the 28th amendment; April 23, 1978 as the 29th amendment and May 27, 1979 as the 30th amendment; May 25, 1970 as the 31st amendment; May 17, 1981 as the 32nd amendment; May 30, 1982 as the 33rd amendment; May 29, 1983 as the 34th amendment, May 27, 1984 as the 35th amendment; May 26, 1985 as the 36th amendment; May 25, 1986 as the 37th amendment; May 24, 1987 as the 38th amendment; May 28, 1989 as the 39th amendment; June 3, 1990 as the 40th amendment; June 2, 1991 as the 41st amendment; June 3, 1992 as the 42nd amendment; June 3, 1993 as the 43rd amendment; June 28, 1994 as the 44th amendment; June 15, 1995 as the 45th amendment; June 6, 1996 as the 46th amendment; June 12, 1997 as the 47th amendment; June 19, 1998 as the 48th amendment; June 24, 1999 as the 49th amendment; June 15, 2000 as the 50th amendment; June 15, 2001 as the 51st amendment; June 20, 2002 as the 52nd amendment; June 15, 2004 as the 53rd amendment; June 14, 2005 as the 54th amendment; November 25, 2005 as the 55th amendment; June 15, 2006 as the 56th amendment; June 15, 2007 as the 57th amendment, June 11, 2008 as the 58th amendment, June 10, 2009 as the 59 th amendment, 60 th amendments are made on June 18, 2010 and shall be enforced as of the date the registration thereof is approved pursuant to laws. 60th amendments are made on June 18, 2010 and shall be enforced as of the date the. Article 28 The 61th amendment to the "Articles of Incorporation" of Tatung Company is discussed and ratified on June 24, 2011.