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The Board resolution to propose the issuance of new common shares to sponsor overseas DR offering.
1.Date of the board of directors resolution:2006/03/20 

2.Source of capital increase funds:Issuance of common shares for cash to sponsor overseas DR offering. 

3.Number of shares issued:The number of shares to be issued shall not exceed 16,000,000 common shares. The Board may, within the issuance limit and based on the market conditions, adjust the issue size, provided that the new shares should be issued at one time or several times. 

4.Par value per share:NT$10. 

5.Total monetary amount of the issue:Up to NT$160,000,000. 

6.Issue price: 
(1).The issue price of the new shares will be determined with reference to the closing price of the Company's common shares in Taiwan Stock Exchange Company at the time of pricing or the average of the closing price of the Company's common shares for 1, 3 or 5 trading days prior to the pricing date. 
The actual issue price shall not be less than 90% of the Reference Price, factoring out the bonus shares issued &gt;as stock dividends and cash dividends. 
(2).The Chairman is authorized to coordinate with the underwriter of the overseas DR offering to determine the actual issue price in accordance with the international capital market ? domestic market price and book building status. 

7.Number of shares subscribed by or allotted to employees: 10% of the new shares shall be allocated for the employees' subscription under the applicable law. Any new shares not subscribed by employees of the Company shall be determined by the Chairman, depending on the market needs, to be allocated as underlying shares of the overseas depositary shares or to be subscribed by the designated person(s). 

8.Number of shares publicly sold: Rights to subscribe the 90% of the new shares shall be waived by the shareholders and such 90% should be offered to the public under Article 28-1 of the Securities and Exchange Law. 

9.Ratio of shares subscribed by or allotted as stock dividends to existing shareholders:N/A 

10.Method of handling fractional shares and shares unsubscribed by the deadline:N/A. 

11.Rights and obligations of the newly issued shares:As the same as the existing common shares. 

12.Utilization of the funds from the capital increase:For overseas purchasing raw materials. 

13.Any other matters that need to be specified:The Board will present this proposal to the shareholders in Year 2006 Annual Shareholder Meeting for resolution.