1.Date of the board of directors resolution:2012/05/08

2.Types of the private placement:common shares

3.Buyers of the private placement and their relationships with the company:

(1)In compliance with Article 43-6, Security and Exchange Act.

(2) Specific persons provided in regulations issued on 2002/06/13 by

Financial Supervisory Commission Executive Yuan.

(3)Strategic investors capable of helping the expansion of the Company's

business.

4.Number of shares or bonds privately placed:No more than 250,000,000 shares

5.Total monetary amount of the private placement:No more than250,000,000shares

6.The pricing basis of private placement and its reasonableness:

The private placement price will be no less than 80% of the higher of the

following two reference prices. Reference prices are:

(1)the simple arithmetical average closing price of the common shares of

    the Company for either one, three or five consecutive business days

    before pricing date, after adjustment for any distribution of stock

    dividends, cash dividends or capital reduction.

(2)the simple arithmetical average closing price of the common shares of

    the Company for the thirty consecutive business days before pricing

    date, after adjustment for any distribution of stock dividends, cash

    dividends or capital reduction.

(3)The actual price will be determined by the board of directors pursuant

    to the shareholders' resolution and in accordance with market situation.

Therefore the price is set legitimately and will cause no significant effect

to the shareholders' equities.

7.Use of the funds raised in the private placement:

Having strategic investors is able to boost the Company's future business

growth, to lower the operation risk and also to ensure shareholders's

equities.

8.Reasons for conducting non-public offerings:

Considering the capital market situation, timeliness and issuance costs of

fund raising, the transferring limitation of private placement ensures

the long-term and stable cooperation between the Company and strategic

investors. Therefore, non-public offering is adopted.

9.Objections or qualified opinions from independent Board of Directors :N/A

10.Date of pricing:

To be determined by the Board after authorization from AGM

11.Recommended price:

To be determined by the Board after authorization from AGM

12.Shares price, conversion or subscription price:

To be determined by the Board after authorization from AGM

13.Rights and obligations of the new private placement shares:

Besides the transfer limitation ruled by Article 43-8, , Securities

and Exchange Act, the rights and obligations are the same as what of

common shares.

14.The record date for share conversion, if conversion, exchange, or

subscription rights are attached:N/A

15.Possible dilution of equity, if conversion, exchange, or subscription

rights are attached:N/A

16.Any other matters that need to be specified:

Should any item such as the terms and conditions, the issue price per

share, the number of shares to be issued, transaction amount of the

private placement, use of proceeds, the implementation schedule, or the

expected efficacy, any other associated matters, as well as matters

required to be received or amended per changes of relevant laws and

regulations or by the government authority, or per changes of subjective

circumstances, it is recommended that the Shareholders’Meeting to fully

authorize the Board to decide on such matters accordingly.