台灣國際造船股份有限公司



CSBC Corp., Taiwan

Guidelines for Management of Shareholder Services

Chuan-Tai-Zih No. 1040001088 on June 4, 2015

|Chapter 1 |General Provisions |

|Article 1 |The Guidelines have been established to include the management of shareholder services in the control activities of the |

| |internal control system in accordance with Article 8 of the Regulations Governing Establishment of Internal Control |

| |Systems by Public Companies, as issued by the Financial Supervisory Commission (hereinafter referred to as FSC). |

|Article 2 |The Company and the institution entrusted to handle shareholder services (hereinafter referred to as the shareholder |

| |services agent) shall handle such services in accordance with the Regulations Governing the Administration of |

| |Shareholder Services of Public Companies (hereinafter referred to as the Regulations Governing the Administration of |

| |Shareholder Services) issued by FSC and the Guidelines. |

|Article 3 |The shareholder services referred to in the Guidelines include the following affairs: |

| |Opening an account for a shareholder, and changing the basic information of a shareholder; |

| |Transferring stock ownership, creating or cancelling a pledge, reporting the loss, canceling a loss report, registering |

| |other changes, and merging or splitting stocks; |

| |Convening shareholders' meetings; |

| |Distributing cash and stock dividends; |

| |Rights issues of stocks; |

| |Outsourcing the printing of stock certificates; |

| |Handling shareholders' inquiries or affairs related to shareholder services as specified by government agencies; |

| |Handling other shareholder services approved by FSC. |

|Article 4 |The shareholder services of the Company may be entrusted to other institutions. Such institutions shall be limited to |

| |integrated securities firms and to the banks and trust enterprises that are permitted by law to handle business for |

| |others. |

| |When handling the shareholder services, the Company or the shareholder services agent shall pay attention to protecting |

| |the rights and interests of the shareholders and the safety of securities transactions. |

|Article 5 |In the event of a change in the business location, the unit handling the shareholder services shall make an announcement|

| |and report the change to the Stock Exchange Corporation, with a carbon copy to FSC and the centralized securities |

| |depository enterprise, within three days of the decision. |

|Article 6 |When handling the shareholder services, the Company or the shareholder services agent shall deploy a sufficient number |

| |of personnel and provide them with proper training and management. Such personnel shall meet the following conditions: |

| |At least one of the shareholder services agent's supervisory personnel must possess five years or more of practical |

| |experience in shareholder services. At least one-third, but no less than five, of its business personnel who handle the |

| |shareholder services shall meet one of the following qualifications. However, this ratio requirement does not apply if |

| |at least twenty business personnel who handle the shareholder services meet the qualifications: |

| |Having three years or more of practical experience in shareholder services; |

| |Serving as an agent or a senior agent in a securities firm; |

| |Having passed the shareholder services examination held by an institution designated by FSC. |

| |If the Company handles its own shareholder services, at least one of its supervisory personnel must possess five years |

| |or more of practical experience in shareholder services, and at least five of its business personnel who handle the |

| |shareholder services shall meet one of the qualifications specified in the items of the preceding subparagraph. |

| |The shareholder services agent’s personnel who are counted toward the minimum standard for numbers of personnel as set |

| |forth in the preceding paragraph shall be full-time employees. In the event that the Company handles its own shareholder|

| |services, at least three of the personnel who meet the said qualifications shall be full-time employees, and the |

| |remainder may be part-time employees. |

| |The business personnel who handle the shareholder services shall attend shareholder services-related education and |

| |training courses organized by the institution designated by FSC in accordance with the number of course hours required |

| |by the institution. |

| |The Company (when handling its own shareholder services) or the shareholder services agent shall report the basic |

| |information of the supervisory and business personnel to the institution designated by FSC before such personnel carry |

| |out their duties, and shall file a summary report on any change thereof by the 15th day of the month following the |

| |change. |

|Article 7 |The facilities for handling the shareholder services shall conform to the following requirements: |

| |Necessary computer facilities and a seal comparison/verification system; |

| |A vault that is fireproof, waterproof and burglar-proof, and that is operated pursuant to the yet-to-be-established |

| |Regulations for Management of Vaults. |

|Article 8 |Documents and forms used for handling the shareholder services shall be stored in accordance with the periods specified |

| |below after the handling procedures have been completed: |

| |Shareholder registers, registration forms of lost stock certificates, shareholders’ seal specimens, vouchers for rights |

| |issues of stocks and shareholders’ meeting minutes shall be stored permanently. |

| |Vouchers for the issuance of cash dividends shall be stored for at least five years. |

| |Other documents and forms used for the handling of shareholder services shall be stored for at least three years. |

| |However, copies of ID cards, replaced and void stock certificates, and stock owners lists sent by the centralized |

| |securities depository enterprise may be stored for only one year. |

| |The attendance lists bearing the signatures of the shareholders present at the shareholders’ meetings and the powers of |

| |attorney for the proxies shall be kept for a period of at least one year. However, if a lawsuit has been filed by a |

| |shareholder pursuant to Article 189 of the Company Act, the documents shall be kept until the conclusion of the lawsuit.|

|Article 9 |When a shareholders’ meeting is convened, the meeting shall be attended by personnel with the qualifications specified |

| |in Article 6. |

| | |

|Chapter 2 |Entrusting |

|Article 10 |If the shareholder services of the Company is entrusted to an agent, dedicated personnel shall be assigned to contact |

| |and communicate with the shareholder services agent regarding relevant matters. |

|Article 11 |During the period when the shareholder services of the Company is entrusted to a shareholder services agent, the Company|

| |must not revert to handling some of the shareholder services on its own, with the exception of notifications for and the|

| |issuance of cash dividends and capital increase shares for its employees, directors and greater-than-ten-percent |

| |shareholders. |

| |When the aforesaid operations are being carried out, the provisions of Articles 6 and 7 do not apply to the personnel |

| |carrying out the operations and the facilities. |

| |Unless otherwise specifically approved by the central authority in charge of the object enterprise, when new shares are |

| |issued, ten to fifteen percent of the total new shares issued shall be reserved for the employees of the Company in |

| |accordance with the Company Act. The Company shall specify the number of shares for which each of its employees may |

| |subscribe. The remainder shall be handled pursuant to the Regulations Governing the Offering and Issuance of Securities |

| |by Securities Issuers, as issued by FSC. |

|Article 12 |In case of reporting for others, inquiries from government agencies about the shareholder services, or production of |

| |files for declaring dividend income, the shareholder services agent shall complete such matters within a specified |

| |period of time and send a carbon copy to the Company. |

|Article 13 |The replacement of the shareholder services agent shall be resolved by the board of directors, and shall be reported to |

| |the institution designated by FSC for recordation after the Company enters into an agreement with the new shareholder |

| |services agent. |

| |In case of replacement of the shareholder services agent pursuant to the preceding paragraph, the Company shall make an |

| |announcement and report the replacement to the Stock Exchange Corporation, with a carbon copy to FSC, within three days |

| |commencing on the date of receipt of the recordation letter from the institution designated by FSC. |

|Article 14 |When the Company makes a change from entrusting the shareholder services to handling those services on its own, such a |

| |change shall be resolved at the shareholders’ meeting, and an application shall be submitted to the institution |

| |designated by FSC for its approval. |

| |When the aforesaid application has been approved, the Company shall make an announcement and report the change to the |

| |Stock Exchange Corporation, with a carbon copy to FSC, within three days commencing on the date of receipt of the |

| |approval letter from the institution designated by FSC. |

|Article 15 |The dedicated personnel of the Company shall perform random inspections on the shareholder services agent each year to |

| |examine whether its relevant operations conform to the provisions of the Regulations Governing the Administration of |

| |Shareholder Services and the Guidelines. |

|Chapter 3 |Supplementary Provisions |

|Article 16 |The internal control system of the Company is incorporated into the Guidelines, so that the internal auditors may |

| |investigate the status of compliance on an irregular basis and produce an audit report, thus thoroughly managing the |

| |shareholder services. |

|Article 17 |The Guidelines take effect upon approval by the Audit Committee and resolution by the board of directors. The same |

| |procedures shall also apply to any amendment thereto. |

This English version is a translation of the Guidelines for Management of Shareholder Services in Chinese. In case of any discrepancy, the Chinese version shall prevail.

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