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Minutes of 2017 Annual General Shareholders’ Meeting of

Far EasTone Telecommunications Co., Ltd.

The English version is the translation of the Chinese version and if there is any conflict between the meaning of terms in the Chinese version and English

translation, the meaning of the Chinese version shall prevail.

Time: 9:00 a.m., June 23, 2017

Place: Taipei Hero House, 20 Changsha Street, Sec. 1, Taipei City

Number of shares represented by shareholders present:Shares represented by the shareholders present and proxies totaled 3,118,483,483,

accounting for 95.70% of the total shares issued by the Company, i.e.

3,258,500,810 shares and including the 2,838,602,892 shares represented by

shareholders executing voting rights through e-voting, accounting for 87.11% of

the total shares issued by the Company, i.e. 3,258,500,810 shares.

Chairman: Douglas Hsu

Recorder: David Tsai

Present Directors: Lawrence Juen-Yee LAU and Chung Laung Liu, Independent Director, Peter Hsu and Jan Nilsson, Representative of Yuan Ding

Investment Co., Ltd., Bonnie Peng, Representative of Asia Investment Corp. and Toon Lim, Representative of Ding Yuan Investment Co.,

Ltd.

I. Matters to be reported: (1) The 2016 Business report Dear Stakeholders and Investors, Looking back at 2016, Far EasTone continued to deliver outstanding business performance thanks to the concerted efforts of our entire staff. Far EasTone was proud to be the first telecom operator in Taiwan to start operating 4.5G/LTE on 2,600MHz band, dominating the telecom industry with the highest internet speed. Furthermore, we have worked with the telecom-equipment giant Ericsson to establish the first 5G Lab in Taiwan, accelerating the IoT development of Taiwan industry. In the meantime, Far EasTone also stepped into the field of mobile payment, launched friDay Wallet aiming to create the most convenient mobile payment ecosystem. In regard to corporate social responsibility, Far EasTone has been relentlessly working on corporate governance, environmental protections and charity works, which results in our listing as an index component in Dow Jones Sustainability Emerging Markets Index. This marks a significant milestone for Far EasTone as it has ranked as one of the top performing companies in corporate sustainability internationally. Far EasTone continued to create value with stable growth prospects for our shareholders in 2016 in which we saw a consolidated revenue of NT$94.3bn, an

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EBITDA of NT$27.8bn, and an NT$11.4bn profit after tax. The EPS in 2016 was NT$3.5. Far EasTone’s Innovative Technology made Smart Living Anytime, Anywhere

Gearing up for the next mobile era and ever-changing world, Far EasTone not only spearheaded the innovations of mobile technology and continued to expand 4.5G applications, but also launched multiple innovative services that expand the applications of IoT, setting foot in the mobile payment market. With the launch of friDay Wallet last year, Far EasTone stepped into mobile payment, providing users with more enriched digital experience through an array of value-added services under its digital brand friDay(friDay Video, friDay Shopping, friDay Reading, friDay Omusic and friDay Play). Also, Far EasTone pioneered in introducing the first robot as sales assistant in retail stores by incorporating artificial intelligence and virtual technology, marking a huge leap in innovative service. On the other hand, Far EasTone has invested in enterprise IoT applications and partnered with Tainan City Government to promote 4G Smart City Flagship Project, targeting six sectors including traffic management, smart transportation, disaster prevention, tourism industry, health community, and mobile education. Through big data analysis, Far EasTone deployed a cross-industry network with comprehensive ICT solutions, reinventing the value chain. The success of 4G Smart City Flagship Project made it the only Taiwanese case study introduced in GSMA’s (Groupe Speciale Mobile Association) Keys to the Smart City Report. Far EasTone also launched "Smart Home" service that enables users to manage household conveniences through a series of intelligent automation solutions. From fixed internet to mobile, from house to urban life, Far Eastone has embraced a new era of digital living.

360° Services Delivered Warmth and Friendliness to Customers

The essence of telecom industry is embodied in customer service. It’s only through fulfilled customer satisfactions that unique brand value can be shaped, and

made Far EasTone an outstanding brand. During the pursuit of premium service, Far EasTone has established a world-class service learning management

system, the first and only operator accredited with the ISO29990 certification. Also, Far EasTone has dedicated to promoting "360° Services” to realize “service

without distance.” Last year, the brand new online customer service featuring five service categories and personalized services took it even further, enabling

users to enjoy convenient services anytime, anywhere. The universally recognized quality services have won several awards in successive years including the

“Golden Award of the Best Service in Taiwan” hosted by Commercial Times, the "Top Service Award" hosted by Next Magazine, and the “Best Store Manager

Award” presented by the Taiwan Chain Stores and Franchise Association.

"Express your love. Let it be heard" Far EasTone’s Brand Spirit Brings Positive Energy across Formosa

Far EasTone has always believed that corporate’s social responsibility should build upon the long-term commitment towards the society. With this spirit, we have been promoting “Express your love. Let it be heard” since 2013, an initiative aiming to spread positive sentiments, cherishing and expressing the kindness and beauty of Taiwanese people. Far EasTone has also been working with John Tung Foundation and Teacher Chang Foundation to promote emotion management in hope to change this land for a better future. In addition, for the past four years, Far EasTone has strategically utilized the core competence of mobile connectivity to build up the environmental education from a creative approach. The second “Cherish the Earth, Spread Love Far” campaign, engaging the society to appreciate and take actions to protect Mother Nature’s beauty and diversity, received great applause and response from the public.

Far EasTone’s Sustainability Performance Recognized by the International Society

Far EasTone’s sustainable development, driven by 4G Sustainability Forces: Go Prosperous, Go Innovative, Go Caring, and Go Inclusive, has been able to ensure the Company’s stable development under any changes of external environment. Far EasTone was listed as an index component in Dow Jones Sustainability Emerging Markets Index, indicating the sustainability performance has been recognized by the international community. Apart from this, Far EasTone was rated as one of the top 10 large-scale enterprises of Common Wealth Magazine's Corporate Social Responsibility Excellence Awards and won "The Most Prestigious Sustainability Award” presented by TCSA (Taiwan Corporate Sustainability Awards) for the second consecutive years. In addition, we were named as the, ”Best CEO”, “Best Managed Company”, “Best Corporate Social Responsibility”, “Best CFO” and “Best Investor Relations” in Taiwan by FinanceAsia. The Company was ranked top 5% in Corporate Governance Evaluation conducted by TWSE (Taiwan Stock Exchange) for three consecutive years.

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Through Cross-Industry, Border and Domain Transformation, Into A New Digital Age

As the theme of 2016 Mobile World Congress “Mobile is Everything” indicated, mobile will become pervasive and unprecedentedly important while 5G network and IoT will be given significant importance in near future. Looking ahead, as a leading company in telecommunication and digital application services, Far EasTone will take bold steps in cross-industry, cross-border and cross-domain transformation to strengthen the vertical integrations of ICT solutions based on our 4.5G tri-band high speed mobile network. And through segment marketing, we will develop more diversified and intelligent solutions to cater to the needs of customers. While we actively deploy 5G network and IoT solutions, we will continue to deepen business analytics technology and provide products and services catered to customers' intimacy, transforming them into greater business benefits.

With the rapid development of technology, the world is now confronted with VUCA: Volatility, Uncertainty, Complexity and Ambiguity. The strategies, theories, and practices we used to rely on are no longer applicable in today’s business environment. Facing such capricious challenge, Far EasTone will lead organizational transformation to become more agile and apt for changes, bringing operational efficiency up to a new level. Riding on this transformation, we will provide superior customer experience and innovative applications to become the preferred partner in digital life. Most importantly, Far EasTone will continue to pursue sustainable development and growth for our shareholders, employees, the environment and society, fulfilling the vision of “FET Connects and Enriches Life”.

Lastly, our most sincere appreciation to all the shareholders and investors. Please keep your suggestions coming and help us excel and improve. Wish all of you good health and great success.

Chairman President Chief Accountant

(2) The 2016 Financial report

1. Balance Sheets in Y2016

2. Statements of Comprehensive Income in Y2016

3. Statements of Changes in Equity in Y2016

4. Statements of Cash Flows in Y2016

5. Consolidated Balance Sheets in Y2016

6. Consolidated Statements of Comprehensive Income in Y2016

7. Consolidated Statements of Changes in Equity in Y2016

8. Consolidated Statements of Cash Flows in Y2016

Please refer to the attachments for Independent Auditors’ Report together with all above financial reports of Year 2016.

For complete financial reports, please download from the Market Observation Post System of the Taiwan Stock Exchange (http://newmops.twse.com.tw)

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(3) The 2016 Audit Committee’s review report

The Board of Directors has prepared the Company’s 2016 Business Report, the Financial Statements and the Proposal for Profit Distribution. The CPAs of

Deloitte & Touche, Annie Lin and Denny Kuo have audited the Financial Statements (including the Stand-alone & the Consolidated Financial Reports) and

issued the audit opinions. The Business Report, Financial Statements, and the Proposal for Profit Distribution have been reviewed and determined to be

correct and accurate by the Audit Committee members of Far EasTone Telecommunications Co., Ltd. According to Article 14-4 of the Securities and

Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Far EasTone Telecommunications Co., Ltd. Chairman of the Audit Committee:

Lawrence Juen-Yee LAU

February 24, 2017

(4) The 2016 directors’ and employees’ compensation

Explanatory Notes：

1. According to Article 26 of the Articles of Incorporation, if the Company has surplus, it shall set aside 1%~2% for employees’ compensation and set aside no

more than 1% as directors’ compensation. It is proposed that for the 2016, the Company distributes 2% of the before tax earnings as employees’

compensation in the amount of NT$262,208,083, and distributes approximate 0.72% of the before tax earnings as directors’ compensation in the amount of

NT$94,394,910. The distribution will take place in cash.

2. The compensation of the Company’s directors is distributed in accordance with the shareholding each one represents, and the effort each has contributed to

the Company’s affairs, which are carefully considered for the remuneration arrangement. The Company’s PIPNS regulations will determine the times and

date of the compensation of employees.

3. This proposal has been approved by the 10th

meeting of the seventh-term Board of Directors on February 15, 2017 for submitting to the 2017 Annual

Shareholders Meeting for report.

4. Please report.

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Resolution: Acknowledged by all present shareholders.

(5) The issuance of corporate bonds


1. Latest Information of the Corporate Bonds Issued in Y2016 & Y2017.

Offering Type Domestic Unsecured Bond Domestic Unsecured Bond

(1st of Year 2016) (1

st of Year 2017)

Total Amount NT$ 5.2 billion NT$ 4.5 billion

Maturity 5 years

Coupon Rate 1.17% p.a.

Repayment The bond is repayable in lump sum on the expiry date.

The interest is calculated on the coupon rate and paid annually.

Guarantor None

Authority

Approval Authority Taipei Exchange

Approved Date December 26th

, 2016 April 17th

, 2017

Approval Letter No. 10500366181 10600093711

Use of Proceeds To repay short term borrowing and strengthen financial structure

Remark Issued at par value on January 5th

, 2017 Issued at par value on April 26th

, 2017

2. According to Article 246 of Company Law, the Company shall report the corporate bond issuances to the shareholders’ meeting. Please report.

Resolution: Acknowledged by all present shareholders.

II. Matters to be ratified： (1) The 2016 financial statements (including 2016 business report)

Explanatory Notes

1. The 2015 business report and the 2016 annual financial statements and consolidated financial statements as of December 31, 2016 have been audited by the

Company’s auditing CPAs, Ms. Annie Lin and Mr. Tony Chang of Deloitte and Touche. Audit Committee of the Company has reviewed the Financial

Statements for the year ended December 31, 2016 and issued audit reports.


meeting of the seventh-term Board of Directors on February 15, 2017.

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3. Please ratify.

Voting Results:

Shares represented at the time of voting: 3,118,483,483

Voting Results* % of the total represented share present

Votes in favor 2,838,799,380 votes

(2,559,002,589 votes) 91.03%

Votes against 90,498 votes

(90,498 votes) 0.0%

Votes invalid none 0%

Votes abstained 279,593,605 votes

(279,509,805 votes) 8.97%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

(2) The 2016 retained earnings distribution


1. It is proposed the Company to distribute cash dividend of NT$10,195,849,034 from the retained earnings at NT$3.129 per share.

2. Please refer to the following table for the Company’s 2016 appropriation proposal:


Retained Earnings Distribution Proposal (in NT dollars)

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3. If the outstanding shares are impacted due to the Company’s subsequent capital increase or other matters before the ex-cash dividend record date, it is

proposed the Board of Directors be authorized by the Shareholders’ Meeting to adjust the ultimate cash to be distributed to each common share based on

the number of actual outstanding shares on the ex-cash dividend record date. Cash dividend of individual shareholder will be round down to and distributed

in integer of New Taiwan Dollar, with fractions of the Dollar of the cash dividend of each shareholder be reduced and be accounted for as the other income

of the Company.

4. It is proposed that the Board authorizes the Chairman to fix the record date of ex-cash dividend after the approval by the 2017 annual Shareholders’

Meeting.



6. Please ratify.

Voting Results:



Votes in favor 2,842,671,204votes

(2,562,874,413 votes) 91.16%


(98,675 votes) 0.0%


Votes abstained 275,713,604 votes 8.84%

Un-appropriated earnings as of January 1, 2016 5,143,525 Less: actuarial gain (loss) recognized as retained earnings (35,175,728) Less: Adjustments due to changes in investees’ equity in equity-method investments (14,440,850) Adjusted un-appropriated earnings (44,473,053) Add:Y2016 Net income 11,391,302,891 Less: legal reserve (1,134,682,984) Less : special reserve (13,560,370) Maximum distributable earnings 10,198,586,484 Less: appropriation

Cash dividends (NT$3.129 per share) (10,195,849,034) Un-appropriated earnings after distribution 2,737,450

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(275,629,804 votes)



III. Matters to be discussed

(1) To review and approve of the cash distribution from Capital Surplus Explanatory Notes:

1. According to Article 241 of the Company Act: “Where a company incurs no loss, it may distribute its legal reserve and capital reserve-Additional Paid-in

Capital-Share Issuance in Excess of Par Value as cash dividend to its original shareholders in proportion to the number of shares being held by each of

them.” It is proposed the Company to distribute cash dividend of NT$2,023,529,004 from the capital surplus-Additional Paid-in Capital-Share Issuance in

Excess of Par Value & from business combination at NT$0.621 per share.

2. If the outstanding shares are impacted due to the Company’s subsequent capital increase or other matters before the ex-cash distribution record date, it is

proposed the Board of Directors be authorized by the Shareholders’ Meeting to adjust the ultimate cash to be distributed to each common share based on

the number of actual outstanding shares on the ex-cash distribution record date. Cash dividend of individual shareholder will be round down to and

distributed in integer of New Taiwan Dollar, with fractions of the Dollar of the cash dividend of each shareholder be reduced and be accounted for as the

other income of the Company.

3. It is proposed that the Board authorizes the Chairman to fix the record date of ex-cash distribution after the approval by the 2017 annual Shareholders’

Meeting.



5. In Ratification Proposal 2, it is proposed the Company distributes cash of NT$10,195,849,034 from the retained earnings at NT$3.129 per share. With the

cash distribution of NT$0.621 per share from capital surplus, totaling cash NT$3.75 per share of 2016.

6. Please approve.

Voting Results:



Votes in favor 2,842,665,177votes

(2,448,723,525 votes) 91.16%


(105,509 votes) 0.0%

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(275,628,997 votes) 8.84%



(2) To discuss and approve the amendments to “Handling Procedure for Acquisition and Disposal of Assets” of the Company Explanatory Notes:

1. In order to comply with the amendment of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” announced by official

letter No. 1060001296 of the Financial Supervisory Commission (“FSC”) dated February 9, 2017, it is proposed to amend of the Company’s “Handling

Procedure for Acquisition and Disposal of Assets”. Please refer to the amendment.



3. Please approve.

Voting Results:



Votes in favor 2,791,596,293 votes

(2,448,723,525 votes) 89.52%


(96,631 votes) 0.0%



(326,706,759 votes) 10.48%



IV. Extempore Motion: None

V. Motion to Adjourn

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders


Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Far EasTone Telecommunications Co., Ltd. (“the

Company”), which comprise the balance sheets as of December 31, 2016 and 2015, and the

statements of comprehensive income, statement of changes in equity and statements of cash flows

for the years then ended, and notes to the financial statements, including a summary of significant

accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2016 and 2015, and its financial

performance and its cash flows for the years then ended in accordance with the Regulations

Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of

Financial Statements by Certified Public Accountants and auditing standards generally accepted in

the Republic of China. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are

independent of the Company in accordance with the CPA Ethical Standards, and we have fulfilled

our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of 2016 financial statements. These matters were addressed in the context of our audit of

the financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

The description of the key audit matters of 2016 financial statements are as follows:

The Impairment Loss of Property, Plant and Equipment and Intangible Assets (Including Goodwill)

As of December 31, 2016, the balances of property, plant and equipment and intangible assets

account for 66% of the total assets and are material for the financial statements as a whole. Since

the economic trends, market competition and technology development would influence the

operation of the Company and the management’s evaluation and judgment on the expected

economic benefits and recoverable amounts of the cash-generating unit to which the asset belongs

for the evaluation of asset impairment. Thus, the impairment of property, plant and equipment and

intangible assets is considered as a key audit matter

For the estimates and judgments related to property, plant and equipment and intangible assets,

please refer to Note 5. For other related disclosures, please refer to Note 11 and Note 13.

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By conducting the tests of controls, we obtained an understanding of the Company’s asset

impairment evaluation processes and of the design and implementation of related controls. We

also performed the major corresponding audit procedures as follows:

1. Obtain the Company’s asset impairment evaluation reports for each cash-generating unit.

2. Evaluate and consult with the internal experts of the CPA firm about the reasonableness of the

Company’s identification of asset impairment, the assumptions and sensitivity used in the asset

impairment assessment, including the appropriateness of the classification of cash-generating

unit, cash flows forecasts and discount rates used.

Recognition of telecommunications service revenues

The telecommunications service revenue is the main source of the revenue and it accounts for 75%

of the Company’s total revenue of 2016. The calculation of telecommunications service revenue

highly relies on automatic systems and includes complicated data transmission. In order to meet

market demands and remain competitive, the Company often launches different combinations of

products and services which makes the calculation of revenue more complex and directly affects

the accuracy and timing of revenue recognition. Therefore, the recognition of telecommunications

service revenues is considered as a key audit matter.

For the accounting policies related to telecommunications service revenues, please refer to Note 4.

By conducting the tests of controls, we obtained an understanding of the Company’s recognition of

telecommunications service revenues and of the design and implementation of related controls.

We also performed the major audit procedures as follows:

1. Review the contracts of mobile subscribers to confirm the accuracy of the information in the

accounting system.

2. Perform the dialing test to verify the accuracy and completeness of the traffic and information

in the telephone exchange.

3. Test the accuracy of billing calculation.

4. Test the completeness and accuracy of calculation and billing of monthly fees and airtime fees.

5. Test the completeness and accuracy of calculation and billing of value-added service fees.

For the revenue recognition of billed and unbilled amount, we conducted the following tests:

1. For the billed amounts, compare if there is any difference between the reports generated from

the accounting system and the billing system.

2. For the unbilled amounts, recalculate the service revenue for services provided as of the

balance sheet date based on the applied charge rates to confirm the accuracy.

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Responsibilities of Management and Those Charged with Governance for the Financial

Statements

Management is responsible for the preparation and fair presentation of the financial statements in

accordance with the Regulations Governing the Preparation of Financial Reports by Securities

Issuers, and for such internal control as management determines is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the financial statements, management is responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless management either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including audit committee) are responsible for overseeing the

Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with the auditing standards generally accepted in the

Republic of China will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of

China, we exercise professional judgment and maintain professional skepticism throughout the

audit. We also:

1. Identify and assess the risks of material misstatement of the financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditors’ report to the related disclosures in the financial statements or,

if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditors’ report. However, future events or

conditions may cause the Company to cease to continue as a going concern.

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5. Evaluate the overall presentation, structure and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

6. Obtain sufficient and appropriate audit evidence regarding the financial information of the

entities or business activities within the Company to express an opinion on the financial

statements. We are responsible for the direction, supervision and performance of the audit. We

remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies

in internal control that we identify during our audit.

We also provide those charged with governance with statements that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of 2016 financial statements and are therefore the key

audit matters. We describe these matters in our auditor’s report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of such communication.

February 15, 2017

Notice to Readers

The accompanying financial statements are intended only to present the financial position,

financial performance and cash flows in accordance with accounting principles and practices

generally accepted in the Republic of China and not those of any other jurisdictions. The

standards, procedures and practices to audit such financial statements are those generally applied

in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial

statements have been translated into English from the original Chinese version prepared and used

in the Republic of China. If there is any conflict between the English version and the original

Chinese version or any difference in the interpretation of the two versions, the Chinese-language

independent auditors’ report and financial statements shall prevail.

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FAR EASTONE TELECOMMUNICATIONS CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

(In Thousands of New Taiwan Dollars)

2016 2015

ASSETS Amount % Amount %

CURRENT ASSETS

Cash and cash equivalents (Notes 4, 6 and 28) $ 779,886 1 $ 13,871,815 10

Derivative financial assets for hedging - current (Notes 4 and 7) 2,073 - 3,790 -

Debt investments with no active market - current (Notes 4 and 28) 48,198 - 9,741 -

Notes receivable (Note 4) 29,424 - 30,021 -

Accounts receivable, net (Notes 4 and 8) 6,136,547 5 5,660,525 4

Accounts receivable - related parties (Notes 4, 8 and 28) 302,662 - 201,983 -

Other receivables - related parties (Note 28) 79,562 - 680,383 -

Inventories (Notes 4 and 9) 1,261,852 1 2,877,153 2

Prepaid expenses 1,048,386 1 1,099,484 1

Other financial assets - current (Notes 4 and 28) 2,700,876 2 2,377,066 2

Other current assets (Note 28) 41,596 - 48,213 -

Total current assets 12,431,062 10 26,860,174 19

NONCURRENT ASSETS

Financial assets carried at cost (Note 4) 150,000 - 150,000 -

Investments accounted for using the equity method (Notes 4, 10 and 28) 30,047,042 23 30,831,700 22

Property, plant and equipment, net (Notes 4, 11 and 28) 32,184,965 25 33,288,032 24

Investment properties (Notes 4 and 12) 754,028 1 952,580 1

Concessions, net (Notes 1, 4 and 13) 38,383,531 30 31,834,869 23

Computer software, net (Notes 4 and 13) 2,541,309 2 2,281,848 2

Goodwill (Notes 4 and 13) 10,283,031 8 10,283,031 7

Deferred income tax assets (Notes 4 and 22) 829,824 1 656,892 1

Refundable deposits (Note 28) 436,954 - 469,208 -

Other noncurrent assets (Notes 4) - - 1,002,691 1

Total noncurrent assets 115,610,684 90 111,750,851 81

TOTAL $ 128,041,746 100 $ 138,611,025 100

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 4 and 14) $ 2,400,000 2 $ - -

Short-term bills payable (Note 14) 2,799,387 2 - -

Derivative financial liabilities for hedging - current (Notes 4 and 7) 40,229 - 5,691 -

Notes payable 9,613 - 10,543 -

Accounts payable 1,554,621 1 1,689,788 1

Accounts payable - related parties (Note 28) 1,124,819 1 1,248,552 1

Other payables (Note 16) 7,674,958 6 8,274,340 6

Other payables - related parties (Note 28) 1,077,282 1 7,509,968 6

Current tax liabilities (Notes 4 and 22) 1,603,206 1 1,683,974 1

Guarantee deposits received - current 219,343 - 237,716 -

Unearned revenue (Note 4) 2,303,684 2 2,418,595 2

Current portion of long-term borrowings (Notes 4 and 15) 6,197,478 5 1,599,112 1

Other current liabilities (Notes 4 and 17) 594,466 1 248,208 -

Total current liabilities 27,599,086 22 24,926,487 18

NONCURRENT LIABILITIES

Bonds payable (Notes 4 and 15) 12,190,103 10 18,381,236 13

Long-term borrowings (Notes 4 and 14) 14,048,345 11 20,490,001 15

Provisions - noncurrent (Notes 4 and 17) 318,447 - 299,022 -

Deferred income tax liabilities (Notes 4 and 22) 1,495,976 1 1,379,001 1

Net defined benefit liabilities - noncurrent (Notes 4 and 18) 763,723 1 731,851 1

Guarantee deposits received - noncurrent 265,089 - 272,517 -

Other noncurrent liabilities (Notes 4, 10 and 16) 354,959 - 224,545 -

Total noncurrent liabilities 29,436,642 23 41,778,173 30

Total liabilities 57,035,728 45 66,704,660 48

EQUITY

Capital stock

Common stock 32,585,008 25 32,585,008 23

Capital surplus 10,166,874 8 12,058,158 9

Retained earnings

Legal reserve 16,270,878 13 15,127,206 11

Special reserve 769,907 - 824,480 1

Unappropriated earnings 11,346,830 9 11,436,725 8

Total retained earnings 28,387,615 22 27,388,411 20

Other equity (133,479) - (125,212) -

Total equity 71,006,018 55 71,906,365 52

TOTAL $ 128,041,746 100 $ 138,611,025 100

The accompanying notes are an integral part of the financial statements.

15


STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2016 2015

Amount % Amount %

OPERATING REVENUES (Notes 4, 20 and 28) $ 78,838,895 100 $ 80,765,722 100

OPERATING COSTS (Notes 4, 9, 21 and 28) 46,227,643 59 48,049,703 59

GROSS PROFIT 32,611,252 41 32,716,019 41

OPERATING EXPENSES (Notes 4, 21 and 28)

Marketing 16,199,526 20 15,848,195 20

General and administrative 4,570,071 6 4,769,490 6

Total operating expenses 20,769,597 26 20,617,685 26

OPERATING INCOME 11,841,655 15 12,098,334 15

NONOPERATING INCOME AND EXPENSES

Other income (Notes 4, 21 and 28) 143,137 - 154,004 -

Other gains and losses (Notes 4, 10 and 12) 54,108 - 66,029 -

Financial costs (Notes 4, 21 and 28) (470,159) (1) (471,705) (1)

Share of the profit of subsidiaries and associates

(Notes 3, 4 and 10) 2,159,787 3 2,866,834 4

Losses on disposal of property, plant, equipment and

intangible assets (Note 4) (616,691) (1) (872,640) (1)

Impairment losses recognized on property, plant and

equipment (313,563) - - -

Total nonoperating income and expenses 956,619 1 1,742,522 2

INCOME BEFORE INCOME TAX 12,798,274 16 13,840,856 17

INCOME TAX (Notes 4 and 22) 1,406,971 2 2,355,161 3

NET INCOME 11,391,303 14 11,485,695 14

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified subsequently to

profit or loss:

Remeasurement of defined benefit plans (Notes 4

and 18) (34,528) - (59,014) -

Share of other comprehensive income of

subsidiaries and associates (Notes 4 and 19) (648) - (234) -

(35,176) - (59,248) -

(Continued)

16


STATEMENTS OF COMPREHENSIVE INCOME



2016 2015

Amount % Amount %

Items that may be reclassified subsequently to profit

or loss:

Exchange differences on translating foreign

operations (Notes 4 and 19) (198) - (74) -

Unrealized losses on available-for-sale financial

assets (Notes 4 and 19) (4,752) - (14,714) -

Cash flow hedges (Notes 4, 7 and 19) (26,814) - (4,980) -


subsidiaries and associates (Notes 4 and 19) 23,497 - 33,653 -

(8,267) - 13,885 -

Total other comprehensive income, net of

income tax (43,443) - (45,363) -

TOTAL COMPREHENSIVE INCOME $ 11,347,860 14 $ 11,440,332 14

EARNINGS PER SHARE, NEW TAIWAN DOLLARS

(Note 23)

Basic $3.50 $3.52

Diluted $3.49 $3.52

The accompanying notes are an integral part of the financial statements. (Concluded)

17


STATEMENTS OF CHANGES IN EQUITY


(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Other Equity

Exchange Unrealized Gains

Retained Earnings Differences on (Losses) on

Share Capital (Note 19) Unappropriated Translating Available-for-sale

Number of Shares Capital Surplus Legal Reserve Special Reserve Earnings (Notes Foreign Operations Financial Assets Cash Flow Hedges

(Thousand share) Amounts (Notes 4 and 19) (Note 19) (Note 19) 4 and 19) (Notes 4 and 19) (Notes 4 and 19) (Notes 4 and 19) Total

BALANCE AT JANUARY 1, 2015 3,258,501 $ 32,585,008 $ 14,009,061 $ 13,978,791 $ 755,749 $ 11,558,138 $ 2,156 $ 99,084 $ (240,337) $ 72,747,650

Appropriation of the 2014 earnings

Legal reserve - - - 1,148,415 - (1,148,415) - - - -

Special reserve - - - - 68,731 (68,731) - - - -

Cash dividends - NT$3.167 per share - - - - - (10,319,672) - - - (10,319,672)

Cash dividends from capital surplus - NT$0.583 per share - - (1,899,706) - - - - - - (1,899,706)

Adjustments to share of changes in equities of associates - - (51,197) - - (11,042) - - - (62,239)

Net income for the year ended December 31, 2015 - - - - - 11,485,695 - - - 11,485,695

Other comprehensive income (losses) for the year ended

December 31, 2015 - - - - - (59,248) (1,327) (84,459) 99,671 (45,363)

BALANCE AT DECEMBER 31, 2015 3,258,501 32,585,008 12,058,158 15,127,206 824,480 11,436,725 829 14,625 (140,666) 71,906,365


Legal reserve - - - 1,143,672 - (1,143,672) - - - -

Special reserve - - - - (54,573) 54,573 - - - -

Cash dividends - NT$3.174 per share - - - - - (10,342,482) - - - (10,342,482)

Cash dividends from capital surplus - NT$0.576 per share - - (1,876,896) - - - - - - (1,876,896)

Adjustments to share of changes in equities of subsidiaries and

associates - - (14,388) - - (14,441) - - - (28,829)

Net income for the year ended December 31, 2016 - - - - - 11,391,303 - - - 11,391,303

Other comprehensive income (losses) for the year ended

December 31, 2016 - - - - - (35,176) 3,809 (60,497) 48,421 (43,443)

BALANCE AT DECEMBER 31, 2016 3,258,501 $ 32,585,008 $ 10,166,874 $ 16,270,878 $ 769,907 $ 11,346,830 $ 4,638 $ (45,872) $ (92,245) $ 71,006,018

The accompanying notes are an integral part of the financial statements.

18


STATEMENTS OF CASH FLOWS



2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax $ 12,798,274 $ 13,840,856

Adjustments for:

Depreciation 7,351,816 6,577,924

Amortization 644,334 669,623

Amortization of concessions 2,581,338 2,041,126

Allowance for doubtful accounts 296,273 270,389

Financial costs 470,159 471,705

Interest income (24,740) (29,149)

Share of profit of subsidiaries and associates (2,159,787) (2,866,834)

Loss on disposal of property, plant, equipment and intangible assets 616,691 872,640

Gain on disposal of financial assets (265) (25,652)

Impairment loss recognized on financial assets - 17,273

Impairment loss recognized on property, plant and equipment 313,563 -

Reversal of write-down of inventories (29,444) (12,493)

Loss on change in fair value of investment properties 198,552 10,335

Deferred loss on derivative assets for hedging (4,500) (7,250)

Net changes in operating assets and liabilities

Notes receivable 597 (9,856)

Accounts receivable (772,295) (56,491)

Accounts receivable - related parties (100,679) 118,889

Other receivables - related parties 173,193 (5,538)

Inventories 1,644,745 (1,479,812)

Prepaid expenses 51,098 75,559

Other current assets (207) (22,881)

Notes payable (930) 769

Accounts payable (135,167) (764,986)

Accounts payable - related parties (123,733) (353,765)

Other payables (53,338) 335,866

Other payables - related parties 77,679 43,203

Provisions (7,419) 2,489

Unearned revenue (114,911) (91,611)

Other current liabilities 332,781 20,792

Net defined benefit liabilities (9,728) (8,629)

Cash generated from operations 24,013,950 19,634,491

Interest received 25,801 27,415

Dividend received 2,907,365 2,294,788

Interest paid (465,727) (433,528)

Income taxes paid (1,530,158) (3,508,101)

Net cash generated from operating activities 24,951,231 18,015,065

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds of the disposal of available-for-sale financial assets 190,134 -

(Continued)

19


STATEMENTS OF CASH FLOWS



2016 2015

(Restated)

Acquisition of debt investments with no active market (38,457) (5,786)

Acquisition of investments accounted for using the equity method (30,000) (79,500)

Proceeds from the disposal of investments accounted for using the

equity method - 19,600

Proceeds from capital return on liquidation of investments accounted

for using the equity method - 127,157

Acquisition of property, plant and equipment (7,751,175) (9,037,527)

Proceeds from the disposal of property, plant and equipment 40,249 43,391

Increase in refundable deposits (125,896) (123,858)

Decrease in refundable deposits 158,150 123,519

Increase in financing provided by other receivables - related parties - (241,000)

Decrease in financing provided by other receivables - related parties 241,000 -

Acquisition of intangible assets (9,033,843) (823,839)

Increase in other financial assets (323,810) (780,117)

Increase in other noncurrent assets - (1,000,000)

Net cash used in investing activities (16,673,648) (11,777,960)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from short-term borrowings 2,400,000 -

Proceeds from short-term bills payable 2,799,387 -

Repayments of bonds payable (1,600,000) -

Proceeds from long-term borrowings 1,699,831 19,740,001

Repayment of long-term borrowings (8,141,487) (3,350,000)

Increase in guarantee deposits received 77,965 105,274

Decrease in guarantee deposits received (103,766) (161,564)

Increase in financing obtained from other payables - related parties - 6,500,000

Decrease in financing obtained from other payables - related parties (6,500,000) (4,400,000)

Decrease in other noncurrent liabilities - (7,495)

Cash dividends paid (12,219,378) (12,219,378)

Net cash (used in) generated from financing activities (21,587,448) 6,206,838

DECREASE INCREASE IN CASH AND CASH EQUIVALENTS (13,309,865) 12,443,943

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 13,871,815 1,427,872

CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 561,950 $ 13,871,815

The accompanying notes are an integral part of the financial statements. (Concluded)

20

INDEPENDENT AUDITORS’ REPORT The Board of Directors and Stockholders Far EasTone Telecommunications Co., Ltd.

Report on the Audit of the Consolidated Financial Statements Opinion

We have audited the consolidated financial statements of Far EasTone Telecommunications Co., Ltd. and its

subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2016 and 2015,

and the consolidated statements of comprehensive income, consolidated statement of changes in equity and

consolidated statements of cash flows for the years then ended, and notes to the consolidated financial

statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

consolidated financial position of the Group as of December 31, 2016 and 2015, and its consolidated financial

performance and its consolidated cash flows for the years then ended in accordance with the Regulations

Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting

Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC

Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial

Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China.

Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of

the Consolidated Financial Statements section of our report. We are independent of the Group in accordance

with the CPA Ethical Standards, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of

2016 consolidated financial statements. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

The description of the key audit matters of 2016 consolidated financial statements are as follows:

The Impairment Loss of Property, Plant and Equipment and Intangible Assets (Including Goodwill)

As of December 31, 2016, the consolidated balances of property, plant and equipment and intangible assets

account for 76% of the total assets and are material for the consolidated financial statements as a whole. Since

the economic trends, market competition and technology development would influence the operation of the

Group and the management’s evaluation and judgment on the expected economic benefits and recoverable

amounts of the cash-generating unit to which the asset belongs for the evaluation of asset impairment. Thus, the

impairment of property, plant and equipment and intangible assets is considered as a key audit matter.

For the estimates and judgments related to property, plant and equipment and intangible assets, please refer to

Note 5. For other related disclosures, please refer to Note 15 and Note 17.

21

By conducting the tests of controls, we obtained an understanding of the Group’s asset impairment evaluation

processes and of the design and implementation of related controls. We also performed the major

corresponding audit procedures as follows:

1. Obtain the Group’s asset impairment evaluation reports for each cash-generating unit.

2. Evaluate the reasonableness of the Group’s identification of asset impairment, the assumptions and

sensitivity used in the asset impairment assessment, including the appropriateness of the classification of

cash-generating unit, cash flows forecasts and discount rates used.

Recognition of telecommunications service revenues

The telecommunications service revenue is the main source of the revenue and it accounts for 71% of the

Group’s total revenue of 2016. The calculation of telecommunications service revenue highly relies on

automatic systems and includes complicated and huge data transmission. In order to meet market demands and

remain competitive, the Group often launches different combinations of products and services which makes the

calculation of revenue more complex and directly affects the accuracy and timing of revenue recognition.

Therefore, the recognition of telecommunications service revenues is considered as a key audit matter.

For the accounting policies related to telecommunications service revenues, please refer to Note 4.

By conducting the tests of controls, we obtained an understanding of the Group’s recognition of

telecommunications service revenues and of the design and implementation of related controls. We also

engaged IT specialists to perform the major audit procedures as follows:

1. Review the contracts of mobile subscribers to confirm the accuracy of the information in the accounting

system.

2. Perform the dialing test to verify the accuracy and completeness of the traffic and information in the

telephone exchange.

3. Test the accuracy of billing calculation.

4. Test the completeness and accuracy of calculation and billing of monthly fees and airtime fees.

5. Test the completeness and accuracy of calculation and billing of value-added service fees.

For the revenue recognition of billed and unbilled amount, we conducted the following tests:

1. For the billed amounts, compare if there is any difference between the reports generated from the

accounting system and the billing system.

2. For the unbilled amounts, recalculate the service revenue for services provided as of the balance sheet date

based on the applied charge rates to confirm the accuracy.

Other Information

We have also audited the parent company only financial statements of Far EasTone as of and for the years ended

December 31, 2016 and 2015 on which we have issued an unmodified report.

22

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial

Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in

accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and

International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC

Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of

the Republic of China, and for such internal control as management determines is necessary to enable the

preparation of consolidated financial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or

has no realistic alternative but to do so.

Those charged with governance (including audit committee) are responsible for overseeing the Group’s

financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with the auditing standards generally accepted in the Republic of China will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we

exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our auditors’ report to the related

disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.

However, future events or conditions may cause the Group to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including

the disclosures, and whether the consolidated financial statements represent the underlying transactions and

23

events in a manner that achieves fair presentation.

6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial statements. We are

responsible for the direction, supervision and performance of the audit. We remain solely responsible for

our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that

we identify during our audit.

We also provide those charged with governance with statements that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2016 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. February 15, 2017

Notice to Readers The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

24

FAR EASTONE TELECOMMUNICATIONS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015


2016 2015

ASSETS Amount % Amount %

CURRENT ASSETS

Cash and cash equivalents (Notes 4, 6 and 33) $ 10,258,743 8 $ 15,994,767 12

Available-for-sale financial assets - current (Notes 4, 7 and 33) 598,132 - 665,295 1

Derivative financial assets for hedging - current (Notes 4 and 8) 2,073 - 6,015 -

Debt investments with no active market - current (Notes 4, 10 and 33) 910,396 1 1,522,052 1

Notes receivable, net (Notes 4 and 11) 64,361 - 60,620 -

Accounts receivable, net (Notes 4 and 11) 7,445,520 6 6,795,633 5

Accounts receivable - related parties (Notes 4, 11 and 33) 205,425 - 224,184 -

Inventories (Notes 4 and 12) 2,488,365 2 4,505,195 3

Prepaid expenses 1,190,030 1 1,260,828 1

Other financial assets - current (Notes 4, 33 and 34) 3,079,280 2 2,777,469 2

Other current assets (Note 33) 315,063 - 487,315 -

Total current assets 26,557,388 20 34,299,373 25

NONCURRENT ASSETS

Financial assets carried at cost (Notes 4 and 9) 218,308 - 218,308 -

Investments accounted for using the equity method (Notes 4, 14 and 33) 1,025,081 1 1,051,237 1

Property, plant and equipment, net (Notes 4, 15 and 33) 49,849,572 37 52,045,655 38

Investment properties (Notes 4 and 16) 1,041,406 1 1,107,586 1

Concessions, net (Notes 1, 4 and 17) 38,383,531 29 31,834,869 23

Goodwill (Notes 4 and 17) 10,808,901 8 10,808,901 8

Other intangible assets (Notes 4 and 17) 3,266,025 2 3,034,226 2

Deferred income tax assets (Notes 4 and 27) 943,784 1 768,344 1

Other noncurrent assets (Notes 1, 4, 18, 23, 33 and 34) 713,326 1 1,712,672 1

Total noncurrent assets 106,249,934 80 102,581,798 75

TOTAL $ 132,807,322 100 $ 136,881,171 100

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 4 and 19) $ 2,800,000 2 $ 506,971 1

Short-term bills payable (Notes 4 and 19) 3,149,171 2 329,708 -

Derivative financial liabilities for hedging - current (Notes 4, 8 and 33) 47,767 - 11,016 -

Notes payable 15,425 - 13,494 -

Accounts payable (Note 33) 4,126,464 3 4,526,958 4

Other payables (Note 21) 8,795,001 7 9,660,725 7

Current tax liabilities (Note 4) 2,157,366 2 1,718,345 1

Provisions - current (Notes 4 and 22) 219,922 - 203,557 -

Unearned revenue (Note 4) 2,447,193 2 2,444,973 2

Current portion of long-term borrowings (Notes 4 and 20) 6,197,478 5 1,599,112 1

Guarantee deposits received - current 257,597 - 267,164 -

Other current liabilities (Note 33) 767,320 - 401,282 -

Total current liabilities 30,980,704 23 21,683,305 16

NONCURRENT LIABILITIES

Bonds payable (Notes 4 and 20) 12,190,103 9 18,381,236 13

Long-term borrowings (Notes 4 and 19) 14,048,345 11 20,490,001 15

Provisions -noncurrent (Notes 4 and 22) 859,586 1 811,094 1

Deferred income tax liabilities (Notes 4 and 27) 1,595,238 1 1,467,505 1

Deferred revenue - noncurrent (Note 21) 193,188 - 214,367 -

Net defined benefit liabilities - noncurrent (Notes 4 and 23) 764,232 1 732,152 1

Guarantee deposits received - noncurrent 310,364 - 318,443 -

Other noncurrent liabilities (Notes 4 and 14) 142,961 - 124,172 -

Total noncurrent liabilities 30,104,017 23 42,538,970 31

Total liabilities 61,084,721 46 64,222,275 47

EQUITY ATTRIBUTABLE TO OWNERS OF FAR EASTONE

Capital stock

Common stock 32,585,008 24 32,585,008 23

Capital surplus 10,166,874 8 12,058,158 9

Retained earnings

Legal reserve 16,270,878 12 15,127,206 11

Special reserve 769,907 1 824,480 1

Unappropriated earnings 11,346,830 8 11,436,725 8

Total retained earnings 28,387,615 21 27,388,411 20

Other equity (133,479) - (125,212) -

Total equity attributable to owners of Far EasTone 71,006,018 53 71,906,365 52

NONCONTROLLING INTERESTS 716,583 1 752,531 1

Total equity 71,722,601 54 72,658,896 53

TOTAL $ 132,807,322 100 $ 136,881,171 100

The accompanying notes are an integral part of the consolidated financial statements.

25


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



2016 2015

Amount % Amount %

OPERATING REVENUES (Notes 4, 25 and 33) $ 94,344,266 100 $ 97,293,218 100

OPERATING COSTS (Notes 4, 12, 26 and 33) 56,193,147 60 58,783,432 60

GROSS PROFIT 38,151,119 40 38,509,786 40

OPERATING EXPENSES (Notes 4, 26 and 33)

Marketing 17,274,374 18 17,034,243 18

General and administrative 5,852,395 6 6,082,506 6

Total operating expenses 23,126,769 24 23,116,749 24

OPERATING INCOME 15,024,350 16 15,393,037 16

NONOPERATING INCOME AND EXPENSES

Other income (Notes 4, 26 and 33) 93,536 - 125,031 -

Other gains and losses (Notes 4, 8, 16, 17 and 33) 275,644 - 102,366 -

Financial costs (Notes 4, 26 and 33) (441,781) - (442,567) (1)

Share of the loss of associates (Note 4) (164,917) - (277,267) -

Loss on disposal of property, plant, equipment and

intangible assets (Note 4) (683,934) (1) (962,734) (1)

Impairment loss recognized on property, plant and

equipment (Notes 4 and 15) (313,563) - - -

Total nonoperating income and expenses (1,235,015) (1) (1,455,171) (2)

INCOME BEFORE INCOME TAX 13,789,335 15 13,937,866 14

INCOME TAX (Notes 4 and 27) 2,378,660 3 2,403,615 2

NET INCOME 11,410,675 12 11,534,251 12

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified subsequently to

profit or loss:

Remeasurement of defined benefit plans (Note 4) (35,245) - (59,416) -


associates accounted for using the equity

method (Note 4) - - 206 -

(35,245) - (59,210) -

(Continued)

26


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



2016 2015

Amount % Amount %

Items that may be reclassified subsequently to profit

or loss:

Exchange differences on translating foreign

operations (Notes 4 and 24) 5,590 - (1,370) -

Unrealized losses on available-for-sale financial

assets (Notes 4 and 24) (60,497) - (84,459) -

Cash flow hedges (Notes 4, 8 and 24) (17,269) - 21,697 -


associates accounted for using the equity

method (Note 4) 65,243 - 77,975 -

(6,933) - 13,843 -

Total other comprehensive income, net of

income tax (42,178) - (45,367) -

TOTAL COMPREHENSIVE INCOME $ 11,368,497 12 $ 11,488,884 12

NET INCOME ATTRIBUTABLE TO:

Owners of Far EasTone $ 11,391,303 12 $ 11,485,695 12

Noncontrolling interests 19,372 - 48,556 -

$ 11,410,675 12 $ 11,534,251 12

COMPREHENSIVE INCOME ATTRIBUTABLE TO:

Owners of Far EasTone $ 11,347,860 12 $ 11,440,332 12

Noncontrolling interests 20,637 - 48,552 -

$ 11,368,497 12 $ 11,488,884 12

EARNINGS PER SHARE, NEW TAIWAN DOLLARS

(Note 28)

Basic $ 3.50 $ 3.52

Diluted $ 3.49 $ 3.52

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

27


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Equity Attributable to Owners of Far EasTone

Other Equity

Exchange Unrealized Gains

Retained Earnings Differences (Losses) on

Unappropriated on Translating Available-for-sale Noncontrolling

Share Capital Capital Surplus Legal Reserve Special Reserve Earnings Foreign Operations Financial Assets Cash Flow Hedges Interests

(Note 24) (Notes 4, 24 and 29) (Note 24) (Note 24)

(Notes 3, 4, 24 and

29) (Notes 4 and 24) (Notes 4 and 24) (Notes 4 and 24) Total (Notes 4 and 24) Total Equity

BALANCE AT JANUARY 1, 2015 $ 32,585,008 $ 14,009,061 $ 13,978,791 $ 755,749 $ 11,558,138 $ 2,156 $ 99,084 $ (240,337 ) $ 72,747,650 $ 805,351 $ 73,553,001


Legal reserve - - 1,148,415 - (1,148,415 ) - - - - - -

Special reserve - - - 68,731 (68,731 ) - - - - - -

Cash dividends - NT$3.167 per share - - - - (10,319,672 ) - - - (10,319,672 ) - (10,319,672 )

Cash dividends from capital surplus - NT$0.583 per share - (1,899,706 ) - - - - - - (1,899,706 ) - (1,899,706 )

Adjustments to share of changes in equities of associates - (51,197 ) - - (11,042 ) - - - (62,239 ) - (62,239 )

Cash dividends distributed by subsidiaries - - - - - - - - - (85,107 ) (85,107 )

Net income for the year ended December 31, 2015 - - - - 11,485,695 - - - 11,485,695 48,556 11,534,251

Other comprehensive income (losses) for the year ended December 31, 2015 - - - - (59,248 ) (1,327 ) (84,459 ) 99,671 (45,363 ) (4 ) (45,367 )

Return of cash capital due to a subsidiary's liquidation - - - - - - - - - (16,265 ) (16,265 )

BALANCE AT DECEMBER 31, 2015 32,585,008 12,058,158 15,127,206 824,480 11,436,725 829 14,625 (140,666 ) 71,906,365 752,531 72,658,896


Legal reserve - - 1,143,672 - (1,143,672 ) - - - - - - Special reserve - - - (54,573 ) 54,573 - - - - - -

Cash dividends - NT$3.174 per share - - - - (10,342,482 ) - - - (10,342,482 ) - (10,342,482 )

Cash dividends from capital surplus - NT$0.576 per share - (1,876,896 ) - - - - - - (1,876,896 ) - (1,876,896 )

Adjustments to share of changes in equities of associates - - - - (1,892 ) - - - (1,892 ) - (1,892 )

Changes in ownership interests of subsidiaries - (14,388 ) - - (12,549 ) - - - (26,937 ) 26,937 -

Cash capital reduction by subsidiaries - - - - - - - - - (15 ) (15 )

Cash dividends distributed by subsidiaries - - - - - - - - - (83,507 ) (83,507 )

Net income for the year ended December 31, 2016 - - - - 11,391,303 - - - 11,391,303 19,372 11,410,675

Other comprehensive income (losses) for the year ended December 31, 2016 - - - - (35,176 ) 3,809 (60,497 ) 48,421 (43,443 ) 1,265 (42,178 )

BALANCE AT DECEMBER 31, 2016 $ 32,585,008 $ 10,166,874 $ 16,270,878 $ 769,907 $ 11,346,830 $ 4,638 $ (45,872 ) $ (92,245 ) $ 71,006,018 $ 716,583 $ 71,722,601

The accompanying notes are an integral part of the consolidated financial statements.

28


CONSOLIDATED STATEMENTS OF CASH FLOWS



2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax $ 13,789,335 $ 13,937,866

Adjustments for:

Depreciation 9,444,179 8,538,292

Amortization 791,724 840,547

Amortization of concessions 2,581,338 2,041,126

Allowance for doubtful accounts 421,688 268,034

Financial costs 441,781 442,567

Interest income (43,085) (68,457)

Dividend income (2,011) (2,581)

Share of the loss of associates 164,917 277,267

Loss on disposal of property, plant, equipment and intangible assets 683,934 962,734

Transfer from property, plant and equipment to expenses - 1,309

Gain on disposal of financial assets (265) (98,258)

Reversal of write-down of inventories (31,779) (51,629)

Impairment loss on nonfinancial assets 313,563 59,886

Loss on change in fair value of investment properties 18,653 51,835

Deferred gain (loss) on derivative assets for hedging 11,438 (24,786)

Net changes in operating assets and liabilities

Notes receivable (3,741) 9,669

Accounts receivable (1,071,514) 75,535

Accounts receivable - related parties 18,759 20,914

Inventories 2,048,609 (1,606,676)

Prepaid expenses 70,798 55,052

Other current assets (14,082) (59,929)

Notes payable 1,931 (7,655)

Accounts payable (400,494) (660,083)

Other payables (158,732) 283,417

Provisions (9,808) (4,340)

Unearned revenue 2,220 (137,829)

Other current liabilities 357,268 (185,215)

Net defined benefit liabilities (10,272) (9,022)

Cash generated from operations 29,416,352 24,949,590

Interest received 50,094 71,526

Dividend received 2,011 7,173

Interest paid (421,965) (399,034)

Income taxes paid (1,971,801) (3,577,501)

Net cash generated from operating activities 27,074,691 21,051,754

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of available-for-sale financial assets - (653,400)

Proceeds of the disposal of available-for-sale financial assets 190,134 597,301

Disposal of debt investments with no active market 611,656 886,629

Proceeds of capital reduction of financial assets measured at cost - 6,004

(Continued)

29


CONSOLIDATED STATEMENTS OF CASH FLOWS



2016 2015

Acquisition of investments accounted for using the equity method (30,000) (106,000)

Disposal of investments accounted for using the equity method - 19,600

Acquisition of property, plant and equipment (8,906,250) (10,905,829)

Proceeds of the disposal of property, plant and equipment 38,081 47,612

Increase in refundable deposits (316,693) (304,694)

Decrease in refundable deposits 312,106 293,322

Acquisition of intangible assets (9,147,729) (916,612)

Increase in other financial assets (297,880) (826,506)

Increase in noncurrent assets - (1,000,000)

Net cash used in investing activities (17,546,575) (12,862,573)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in short-term borrowings 2,293,029 148,976

Increase (decrease) in short-term bills payable 2,819,463 (199,940)

Repayments of bonds payable (1,600,000) -

Proceeds of long-term borrowings 1,699,831 19,740,001

Repayment of long-term borrowings (8,141,487) (3,350,000)

Increase in guarantee deposits received 114,190 130,302

Decrease in guarantee deposits received (131,836) (170,608)

Decrease in deferred revenue (21,179) (24,975)

Cash dividend paid (12,302,885) (12,304,485)

Net changes in noncontrolling interests (15) (16,265)

Net cash (used in) generated from financing activities (15,270,889) 3,953,006

EFFECT OF EXCHANGE RATE CHANGES 6,749 (458)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,736,024) 12,141,729

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 15,994,767 3,853,038

CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 10,258,743 $ 15,994,767

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

30

Handling Procedure for Acquisition and Disposal of Assets

The Far EasTone Telecommunications Co., Ltd. Article Current Articles Amended Articles Explanation

Article 8 Handling Procedures for Related Party Transactions

I. (Omitted)

II. Evaluation and Operation Process

Besides trading of government bonds, bonds

under repurchase and resale agreements etc., or

subscribing or redeeming of domestic money

market funds, the Corporation may not, in

acquiring from or disposing of real property to a

related party, or acquiring from or disposing of

assets other than real property to a related party

and the transaction amount of which reaches 20

percent of the Corporation’s paid-in capital, 10

percent of the Corporation’s total assets, or over

NT$300 million , the Corporation proceed to

enter into a transaction contract or execute a

payment until the following matters have been

first approved by more than half of all members

of the Audit Committee, and then submitted to

the Board of Directors for resolution: (Omitted)

Handling Procedures for Related Party Transactions

I. (Omitted)

II. Evaluation and Operation Process

Besides trading of government bonds, bonds

under repurchase and resale agreements etc., or

subscribing or redeeming of domestic money

market funds issued by domestic securities

investment trust enterprises, the Corporation

may not, in acquiring from or disposing of real

property to a related party, or acquiring from or

disposing of assets other than real property to a

related party and the transaction amount of

which reaches 20 percent of the Corporation’s

paid-in capital, 10 percent of the Corporation’s

total assets, or over NT$300 million , the

Corporation proceed to enter into a transaction

contract or execute a payment until the

following matters have been first approved by

more than half of all members of the Audit

Committee, and then submitted to the Board of

Directors for resolution: (Omitted)

According to Article 14 of the

“Regulations Governing the

Acquisition and Disposal of Assets

by Public Companies”

(“Regulations”), amend the

paragraph 2. The domestic money

market funds was mean, according to

the “Securities Investment Trust and

Consulting Act”, and issued by

domestic securities investment trust

enterprises approved by the Financial

Supervisory Commission.

Article 10 Handling Procedures for Acquisition and Disposal of

Derivative Products

I Principles and Guidelines for

transaction

(A) Type of transaction (Omitted)

(B) Strategies for operation or hedging (Omitted)

(C) Rights and duties

(a) Signing of contracts and relevant

documents for dealings: The chairman or

the person designated thereof shall sign

Handling Procedures for Acquisition and Disposal of

Derivative Products

I Principles and Guidelines for transaction

(A) Type of transaction (Omitted)

(B) Strategies for operation or hedging

(Omitted)

(C) Rights and duties

(a) Signing of contracts and relevant

documents for dealings: The chairman or

the person designated thereof shall sign

According to the opinion of the

Financial Supervisory Commission, a

company's internal audit personnel

shall periodically make a

determination of the suitability of

internal controls on derivatives.

Because the board should not

authorize the chief internal auditor to

conduct the management and

supervision of derivatives, we

31

the aforesaid documents for and on behalf

of this Corporation.

(b) Execution of the transaction and the

evaluation of losses and gains:

(i) (Omitted)

(ii) (Omitted)

(iii) (Omitted)

(iv) The assistant director from each

relevant department shall conduct the

evaluation of losses and gains and the

statement thereof shall be submitted

to Audit Department.

(c) (Omitted)

(d) (Omitted)

(e) (Omitted)

(f) (Omitted)

(D) Evaluation of performance (Omitted)

(E) Total amount of contract and

authorization (Omitted)

(F) The upper limit of losses (Omitted)

II. Measures for risk management

(A) (Omitted)

(B) (Omitted)

(C) (Omitted)

(D) (Omitted)

(E) (Omitted)

(F) (Omitted)

(G) (Omitted)

(H) (Omitted)

(I) The positions held by a derivatives exchange

shall be assessed at least once a week except

that the hedge transactions needed in the

business operation shall be evaluated at least

twice a month. The evaluation reports

thereof shall be submitted to the senior

the aforesaid documents for and on behalf

of this Corporation.

(b) Execution of the transaction and the

evaluation of losses and gains:

(i) (Omitted)

(ii) (Omitted)

(iii) (Omitted)

(iv) The assistant director from each

relevant department shall conduct the

evaluation of losses and gains and the

statement thereof shall be submitted

to the Chairman or a person

designated by the Chairman.

(c) (Omitted)

(d) (Omitted)

(e) (Omitted)

(f) (Omitted)

(D) Evaluation of performance (Omitted)

(E) Total amount of contract and authorization

(Omitted)

(F) The upper limit of losses (Omitted)

II. Measures for risk management

(A) (Omitted)

(B) (Omitted)

(C) (Omitted)

(D) (Omitted)

(E) (Omitted)

(F) (Omitted)

(G) (Omitted)

(H) (Omitted)

(I) The positions held by a derivatives

exchange shall be assessed at least once a

week except that the hedge transactions

needed in the business operation shall be

evaluated at least twice a month. The

amended the paragraph 1, 2 , and 4 of

this Article, only the Chairman or a

person designated by the Chairman

can conduct the management and

supervision of the trading risk of

derivatives.

32

executives authorized by the board meeting.

III. Internal audit (Omitted)

IV. Ways of periodical evaluation and handling of

abnormal conditions

(A) The board meeting shall designate a

supervisor of the audit department to see to

supervision and control of risks involved in

the transactions of derivative products at

any time.

(B) The board meeting shall designate persons

especially in charge of periodical of

whether the performance of transactions of

derivative products is in compliance with

the strategies for operation and whether the

risks involved are bearable for the

Corporation.

(C) The supervisor of the audit department

shall conduct periodical evaluation of

whether the measures on risk management

is appropriate and dealt with according to

handling procedures prescribed herein and

shall supervise the transaction and the

losses and gains. In case of any abnormal

circumstances, the supervisor shall take

necessary corresponding measures and

report immediately to the board meeting.

And the same shall attend the board

meeting and be entitled to express its

opinions. (Omitted)

evaluation reports thereof shall be

submitted to the Chairman or a person

designated by the Chairman.

III. Internal audit (Omitted)

IV. Ways of periodical evaluation and handling of

abnormal conditions

(A) The Chairman or a person designated by

the Chairman shall see the supervision and

control of risks involved in the transactions

of derivative products at any time.

(B) The Chairman or a person designated by

the Chairman shall in charge of periodical

of whether the performance of transactions

of derivative products is in compliance

with the strategies for operation and

whether the risks involved are bearable for

the Corporation.

(C) The Chairman or a person designated by

the Chairman shall conduct periodical

evaluation of whether the measures on risk

management is appropriate and dealt with

according to handling procedures

prescribed herein and shall supervise the

transaction and the losses and gains. In case

of any abnormal circumstances, the

supervisor shall take necessary

corresponding measures and report

immediately to the board meeting. And the

same shall attend the board meeting and be

entitled to express its opinions. (Omitted)

Article 11 Handling Procedures for Merger, Division,

Acquisition or Stock transfer

I. Evaluation and Operation Process (A)The accounts, attorneys or underwriters shall

be invited, before the decision of the board

Handling Procedures for Merger, Division,

Acquisition or Stock transfer

I. Evaluation and Operation Process (A)The accounts, attorneys or underwriters shall

be invited, before the decision of the board

Based on the Enterprise Mergers and

Acquisitions Law, the subsidiaries of

the Corporation which the

Corporation owns directly or

indirectly 100% shares merger to

33

meeting by Finance & Shared Services

Division give their opinions on

reasonableness of swap rate, price of

purchase or cash distributed to the

shareholders or other properties prior to the

merger, division, acquisition or stock

transfer by this company. The said opinions

shall be submitted to the board meeting for

discussion and approval. (Omitted)

meeting by Finance & Shared Services

Division give their opinions on

reasonableness of swap rate, price of

purchase or cash distributed to the

shareholders or other properties prior to the

merger, division, acquisition or stock

transfer by this company. The said opinions

shall be submitted to the board meeting for

discussion and approval. However, the

requirement of obtaining an aforesaid

opinion on reasonableness issued by an

expert may be exempted in the case of a

merger by a public company of a subsidiary

of the Corporation in which the Corporation

holds directly or indirectly 100% of the

issued shares or authorized capital, and in

the case of a merger between the

subsidiaries in which the Corporation holds

directly or indirectly 100% of the respective

subsidiaries’ issued shares or authorized

capital. (Omitted)

each other or between the

subsidiaries of the Corporation which

the Corporation owns directly or

indirectly 100% is organization

reform in the group enterprise, and it

is not apply to the share swap ratio,

cash to the shareholders or related to

the asset. According the Article 22 of

the Regulations, the Company can’t

get their opinions on reasonableness

of swap rate.

Article 12 Procedures for Disclosure of Information

I. Items for public announcement and declaration

and its standard

(A) Acquisition or disposal of real property

from or to a related party, or acquisition or

disposal of assets other than real property

from or to a related party where the

transaction amount reaches 20 percent or

more of paid-in capital, 10 percent or more

of the company's total assets, or NT$300

million or more; provided, this shall not

apply to trading of government bonds or

bonds under repurchase and resale

agreements, or subscription or redemption

Procedures for Disclosure of Information

I. Items for public announcement and declaration

and its standard

(A) Acquisition or disposal of real property

from or to a related party, or acquisition or

disposal of assets other than real property

from or to a related party where the

transaction amount reaches 20 percent or

more of paid-in capital, 10 percent or more

of the company's total assets, or NT$300

million or more; provided, this shall not

apply to trading of government bonds or

bonds under repurchase and resale

agreements, or subscription or redemption

I. According to Article 30 of

Regulations, amend the

paragraph 1 and subparagraph 2

of paragraph 6.

II. Due to the assets acquired or

disposed are equipment for

business use is normal operation

in over 10 billion of paid-in

capital of public company, so

announcement standard in the

counter part of the transaction

are not associated persons for 0.5

billion to 1 billion

III. To amend the wording of

34

of domestic money market funds.

(B) Merger, division, acquisition or stock

transfer

(C) The loss incurred in the dealing of

derivatives reach the upper limit of losses

of all or individual contracts specified in

Subparagraph 5 of Paragraph 1 of Article

10.

(D) The amount of transactions other than those

stated in the preceding three subparagraphs

or an investment in the mainland China

reach 20% of paid-in capital of this

company or NTD0.3 billion. The following

circumstances shall be excluded therein.

(a) Transactions of public bond.

(b) Transactions of debentures with

conditions for redemption and selling

off, or subscription or redemption of

domestic money market funds.

(c) The assets acquired or disposed are

equipment for business use and the

counter part of the transaction are not

associated persons and amount thereof

is under NTD 0.5 billion.

(d) Where land is acquired under an

arrangement on engaging others to

build on the company's own land,

engaging others to build on rented land,

joint construction and allocation of

housing units, joint construction and

allocation of ownership percentages, or

joint construction and separate sale, and

the amount the company expects to

invest in the transaction is less than

NT$500 million.

of domestic money market funds issued by

domestic securities investment trust

enterprises.

(B) Merger, division, acquisition or stock

transfer

(C) The loss incurred in the dealing of

derivatives reach the upper limit of losses

of all or individual contracts specified in

Subparagraph 5 of Paragraph 1 of Article

10.

(D) The assets acquired or disposed are

equipment for business use and the counter

part of the transaction are not associated

persons and amount thereof is over NTD 1

billion.

(E) Where land is acquired under an

arrangement on engaging others to build on

the company's own land, engaging others to

build on rented land, joint construction and

allocation of housing units, joint

construction and allocation of ownership

percentages, or joint construction and

separate sale, and the amount the company

expects to invest in the transaction is

exceed than NT$500 million.

(F) The amount of transactions other than those

stated in the preceding three subparagraphs

or an investment in the mainland China

reach 20% of paid-in capital of this

company or NTD0.3 billion. The following

circumstances shall be excluded therein.

(a)Transactions of public bond.

(b) Transactions of debentures with

conditions for redemption and selling

off, or subscription or redemption of

subparagraph 2 to comply with

subparagraph 1.

35

(E) The calculations for the dealing amount in

the preceding four subparagraph

(a) Amount of each transaction

(b) Cumulative amount of acquisition or

disposal of the objects of the same

nature with the same counterpart within

a year

(c) Cumulative amount of acquisition or


nature with the same counterpart within

a year

(d) Respective cumulative amount of

acquisition and disposal of the same

security within a year

(F) "Within the preceding year" as used in the

preceding paragraph refers to the year

preceding the date of occurrence of the

current transaction. Items duly announced

in accordance with these Regulations need

not be counted toward the transaction

amount.

II. Time for public announcement and declaration

In case of any circumstances specified in

Subparagraph 1 to 4 of Paragraph 1, the same

shall be handled for public announcement and

declaration within two (2) days commencing

immediately from the date of the event.

III. Procedures for public announcement and

declaration (A) This company shall handle public

announcement and declaration of relating

information in the website designated by the

FSC.

(B) This company shall, within first ten (10)

days in each month, input the information

domestic money market funds issued

by domestic securities investment trust

enterprises.

(G) The calculations for the dealing amount in

the preceding six subparagraph

(a) Amount of each transaction

(b) Cumulative amount of acquisition or


nature with the same counterpart

within a year

(c) Cumulative amount of acquisition or


nature with the same counterpart

within a year

(d) Respective cumulative amount of

acquisition and disposal of the same

security within a year

(H) "Within the preceding year" as used in the

preceding paragraph refers to the year

preceding the date of occurrence of the

current transaction. Items duly announced

in accordance with these Regulations need

not be counted toward the transaction

amount.

II. Time for public announcement and declaration

In case of any circumstances specified in

Subparagraph 1 to 6 of Paragraph 1, the same

shall be handled for public announcement and

declaration within two (2) days commencing

immediately from the date of the event.

III. Procedures for public announcement and

declaration (A) This company shall handle public

announcement and declaration of relating

information in the website designated by

36

about the dealings in derivatives as of the

end of last month by this company and the

subsidiaries, which are not affiliated to

domestic public companies, into the website

designated by the FSC.

(C) In case of any mistakes or omissions of

necessary items therein, appropriate

corrections shall be made and the entire

items shall be re-announced publicly and

re-declared.

(D) This company shall, within two (2) days

commencing immediately from the date of

the events, handle public announcement and

declaration of relating information in the

website designated by FSC after the

transaction announced and declared as

required. (Omitted)

the FSC.

(B) This company shall, within first ten (10)

days in each month, input the information

about the dealings in derivatives as of the

end of last month by this company and the

subsidiaries, which are not affiliated to

domestic public companies, into the website

designated by the FSC.

(C) In case of any mistakes or omissions of

necessary items therein, appropriate

corrections shall be made and the entire

items shall be re-announced publicly and

re-declared.

(D) This company shall, within two (2) days

commencing immediately from the date of

the events, handle public announcement and

declaration of relating information in the

website designated by FSC after the

transaction announced and declared as

required. (Omitted)

Article 14 The following provisions apply to the subsidiary of

the Corporation:

I. The subsidiaries shall, in accordance with

Guidelines for Handling Acquisition and Disposal

of Assets of Public Companies, establish and

execute the Procedures of Acquisition or disposal

of Assets, which shall be approved by the board

meeting and shareholders meeting and

subsequently reviewed by and deposited with the

board meeting of the Corporation. The same

procedures shall apply to the amendments

thereto. (Omitted)

The following provisions apply to the subsidiary of

the Corporation:

I. The subsidiaries shall, in accordance with

Guidelines for Handling Acquisition and

Disposal of Assets of Public Companies,

establish and execute the Procedures of

Acquisition or disposal of Assets, which shall

be approved by the board meeting and

shareholders meeting and subsequently

reviewed by and deposited with the F&SS of

the Corporation. The same procedures shall

apply to the amendments thereto. (Omitted)

Because it is the company’s

judgment whether the establishment

or amendment of subsidiaries’

procedures for the acquisition or

disposal of assets should report to the

board of directors of parent company,

we amended, paragraph 1 of this

Article to simplify the establishment

or amendment procedure of the

subsidiaries.

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