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Articles of Incorporation of Far Eastern Textile Ltd.
Chapter 1 General Provisions
Article 1 The Company is duly incorporated under the provisions of the Company Law of the Republic of China, and shall be called: Far Eastern Textile Ltd..
Article 2

The Company's businesses are as followsĄG

  1. C301010 Yarn Spinning Mills
  2. C302010 Knit Fabric Mills
  3. C303010 Non woven Fabric Mills
  4. C305010 Printing dyeing and finishing Mills
  5. C306010 Outerwear Knitting Mill
  6. C307010 Apparel, clothing accessories and other textile product manufacturing
  7. C399990 Other textile products
  8. C801120 Manmade fiber manufacturing
  9. C801990 Other chemical material manufacturing
  10. F104110 Wholesale of cloths, clothes, shoes, hat, umbrella and apparel , clothing accessories and other textile products
  11. F105050 Wholesale of Furniture, bedclothes, kitchen equipment and fixtures
  12. F106020 Wholesale of articles for daily use
  13. F107990 Wholesale of other chemical products
  14. F204110 Retail sale of cloths, clothes, shoes, hat, umbrella and apparel , clothing accessories and other textile products
  15. F205040 Retail sale of Furniture, bedclothes, kitchen equipment and fixtures
  16. F206020 Retail sale of articles for daily use
  17. F207990 Retail sale of other chemical products
  18. F301010 Department stores
  19. F401010 International trade
  20. F501060 Restaurants
  21. J701020 Amusement parks
  22. J801030 Athletics and recreational sport stadium
  23. H701010 Residence and buildings lease construction and development
  24. H701020 Industrial factory buildings lease construction and development
  25. H701040 Specialized field construction and development
  26. H701050 Public works construction and investment
  27. G202010 Parking garage business
  28. G801010 Warehousing and storage
  29. J901011International and general tourist hotels.
  30. IZ06010 Cargos packaging
  31. G101061 Truck freight transportation
  32. C802120 Industrial catalyst manufacturing
  33. F102040 Wholesale of nonalcoholic beverages.
  34. F107030 Wholesale of cleaning preparations.
  35. F113070 Wholesale of telecom instruments
  36. F213060 Retail sale of telecom instruments
  37. CC01080 Electronic part and component manufacturing.
  38. CF01011 Medical materials and equipment manufacturing
  39. F108031 Wholesale of drugs, medical goods
  40. F208031 Retail sale of medical equipments
  41. Except where permits are required, to run operations not forbidden or limited by laws and regulations.
Article 3 The Company may, where its businesses require, provide guarantee.
Article 4 Where the Company invests in other companies and becomes a shareholder with limited liability, its total investment may exceed 40% of its paid-up capital as stipulated under Article 13 of the Company Law, subject to approval of the Board of Directors.
Article 5 The Company is incorporated in Taipei, the Republic of China; the Board of Directors may by resolution approve the establishment of domestic and international branches where it deems necessary.
   
Chapter 2  Share Capital
Article 6

The Company's total capital shall be Forty-Nine Billion and Five Hundred Million New Taiwan Dollar (NT$49,500,000,000) divided into 4,950,000,000 shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches.

Out of the above total capital amount, One Hundred Million New Taiwan Dollar (NT$100,000,000) shall be divided into 10,000,000 shares of NT$10 each, to be issued as warrants for employees to subscribe.

Article 7

The Company's shares shall be numbered and issued following the signatures or seals by 3Directors or more and the authentication by the relevant authorities or the registration organizations as approved by the authorities in compliance with law.

Shares issued by the Company are not required to be evidenced by share certificates, provided that they shall be recorded at the Securities Central Depository Enterprises. New shares issued by the Company may also be consolidated for the purposes of production of share certificates, subject to them being deposited at the Securities Central Depository Enterprises.

The Company may issue shares in large denominations upon demand by Securities Central Depository Enterprises.

The Company can issue special shares.

n the event of the Company merging with another company, matters relating to the merger need not be approved by way of a resolution of the special shareholders meeting.

Article 8 Matters relating to the Company's shares shall be dealt with according to the provisions of "Regulations Governing Handling of Stock Affairs by Public Companies" and the relevant laws and regulations.
Article 9 Registration of share transfer shall be closed within 60 days prior to General Shareholders' Meeting, or with 30 days prior to Extraordinary Shareholders'Meeting or within 5 days prior to the record date on which Company distributes the dividends or bonuses.
   

Chapter 3  Shareholders' Meeting

Article 10

The Shareholders' Meetings shall be General or Extraordinary Shareholders' Meetings.ĄG

  1. General Shareholders' Meeting shall be held once a year within 6 months of the end of the Company's financial year.
  2. Extraordinary Shareholders' Meeting shall be convened by the Board of Directors where it thinks necessary, or by way of written request by shareholders who have held continuously the Company's total issued shares for more than 1 year and whose shareholdings are greater than 3% of the Company's issued shares.
Other than where the Board of Directors has not convened or is unable to convene shareholders' meeting, the Supervisor may also convene shareholders' meeting for the benefit of the Company.
Article 11

Notices of General Shareholders'Meeting shall be in writing and delivered to the shareholders along with a public notice30 days before the General Shareholders'Meeting and 15 days before the Extraordinary Shareholders'Meting. The said notices shall specify the date, place and reasons for calling the shareholders'meeting.

Article 12 Unless otherwise stipulated by the Company Law, a quorum shall be present at the shareholders'meeting if shareholders representing more than half of the shares issued by the Company are in attendance and resolutions at the said assembly shall be passed if approved by a majority of the shareholders in attendance.
Article 13

Shareholders may by way of power of attorney stamped with the seal of the Company appoint proxies to attend the said shareholders'meeting. Except for trust enterprises or share registration agencies approved by the securities management authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included.

nless otherwise stipulated by the Company Law, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders'Meeting of Public Companies".

Article 14 Unless otherwise stipulated by the Company Law and the Articles of Incorporation, shareholders'meeting shall be conducted in accordance with the Company's regulations for shareholders'meeting.
Article 15 Minutes and resolutions of shareholders'meeting shall be recorded and signed by or affixed with the seal of the chairman of the meeting. The said minutes and resolutions shall specify the date and place of the shareholders'meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairman of the shareholders'meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the proxies' powers of attorney, in compliance with the law.
   
Chapter 4  Directors, Supervisors and Managers
Article 16

There shall be 11 Directors and 3 Supervisors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders'meeting. The total shares number of the registered shares of the Company held by all of the Directors and Supervisors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies".

Article 17

The respective appointments of Directors and Supervisors are for a period of 3 years. They may be reappointed following their re-election.

Article 18 The Board of Directors of the Company shall comprise the directors. A Chairman and a Vice Chairman shall be elected from among the Directors to represent the Company. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Vice Chairman shall act in his place. Where the Vice Chairman is also unavailable, the Chairman shall appoint a Director to act on his behalf, failing which the Board of Directors shall nominate from among them a person to act on behalf of the Chairman of the Company.
Article 19

Meetings of the Board of Directors, which shall be held quarterly, shall be convened by the Chairman. Unless otherwise stipulated by the Company Law, a quorum shall be present at the Board of Directors if it is attended by more than half of the Directors, and a resolution passed if approved by a majority of the Directors in attendance. The Chairman may where necessary convene meetings of the Board at any time.

hen a Director is unable to personally attend the meeting of the Board of Directors, he may entrust another Director to represent him in accordance with law.

Article 20 The Supervisors shall perform their supervising duties in accordance with law; furthermore Supervisors may attend meetings of the Board of Directors and present their views, but may not have voting rights. Supervisors may elect from among them a Resident Supervisor to perform the daily supervisory duty.
Article 21 The remuneration of Directors and Supervisors shall be decided by the shareholders'meeting.
Article 22

The Company shall have a General Manager and a number of deputy general managers, a Chief Auditor and a Deputy Chief Auditor, a number of assistant managers, managers and factory managers.

The appointment and dismissal of the above staff shall be by way of a majority at the meetings of the Board of Directors, subject to more than half of the Directors are in attendance of the said meetings.

Article 23 The Chairman, the Vice Chairman and the General Manager shall handle the daily affairs of the Company in compliance with the resolution of the Board of the Directors.
   

Chapter 5  Accounting

Article 24

The Company's fiscal year shall commence on the First of January of each year, and ends on the Thirty-first of December of the same year. The final accounts are settled at the end of the Company's fiscal year.

Article 25

The Board of Directors shall in accordance with law furnish various documents and statements and forward the same to the Supervisors for review 30 days prior to the General Shareholders' Meeting, following which the said statements reviewed by the Supervisors and their reports shall be submitted for approval at the General Shareholders' Meeting. The appointment, dismissal and remuneration of the accountants auditing and reviewing the above documents and statements shall be resolved at the meeting of the Board of the Directors.

Article 26 The distribution of dividends shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Dividends shall be distributed at the ratio as set forth in these Articles of Incorporation aimed at maintaining the stability of dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing dividends, the cash dividends shall not be less than 10% of the aggregate sum of dividends and bonus distributed in the same year.
Article 27

Apart from paying all its income taxes in the case where there are profits at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve.Subject to certain business conditions under which the Company may retain a portion, the Company may distribute to the shareholders the remainder after deducting special reserve as required by law together with undistributed profits from previous yearsin the following mannerĄG

  1. 60% as share interest, to be distributed based on shareholdings. However in the case of increase in the Company's share capital, unless otherwise stipulated by law, the share interest to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders'meeting;
  2. 33% as shareholders' bonuses to be distributed based on shareholdings. However in the case of increase in the Company's share capital, the shareholders' bonus to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders'meeting.
  3. 4% as employees' bonuses
  4. 3% as remuneration for Directors and Supervisors, the manner in which it is to be distributed shall be decided by the Board of Directors.
In the case of employees' bonuses in the form of stock dividends, the manner in which it is to be distributed shall be decided by the Board of Directors.
Article 28

All matters not covered herein shall be undertaken in accordance with the Company Law of the Republic of China and the other relevant law and regulations.

Article 29

TheseArticles of Incorporation weredrafted on December 15, 1952, and came into effect following its approval by a resolution of the General Shareholders'Meeting and the competent authorities. Amendments shall take effect following their approval at the shareholders'meetings.

First amendment on July 1, 1953;
Second amendment on January 22, 1954;
Third amendment on September 1, 1956;
Fourth amendment on January 15, 1957;
Fifth amendment on June 13, 1959;
Sixth amendment on August 25, 1959;
Seventh amendment on March 31, 1960;
Eighth amendment on October 26, 1960;
Ninth amendment on February 25, 1961;
Tenth amendment on May 25, 1961;
Eleventh amendment on May 2, 1962;
Twelfth amendment on August 7, 1964;
Thirteenth amendment on December 19, 1964;
Fourteenth amendment on January 20, 1966;
Fifteenth amendment on June 22, 1966;
Sixteenth amendment on June 24, 1967;
Seventeenth amendment on December 23, 1967;
Eighteenth amendment on June 8, 1968;
Nineteenth amendment on May 31, 1969;
Twentieth amendment on June 17, 1970;
Twenty-first amendment on January 25, 1972;
Twenty-second amendment on June 20, 1972;
Twenty-third amendment on April 30, 1973;
Twenty-fourth amendment on October 17, 1973;
Twenty-fifth amendment on May 8, 1974;
Twenty-sixth amendment on May 19, 1975;
Twenty-seventh amendment on April 14, 1976;
Twenty-eighth amendment on September 15, 1976;
Twenty-ninth amendment on April 6, 1977;
Thirtieth amendment on April 18, 1978;
Thirty-first amendment on February 9, 1979;
Thirty-second amendment on April 14, 1979;
Thirty-third amendment on April 28, 1980;
Thirty-fourth amendment on April 15, 1981;
Thirty-fifth amendment on April 21, 1982;
Thirty-sixth amendment on April 21, 1982;
Thirty-seventh amendment on May 5, 1983;
Thirty-eighth amendment on May 2, 1984;
Thirty-ninth amendment on May 10, 1985;
Fortieth amendment on April 23, 1987;
Forty-first amendment on April 20, 1988;
Forty-second amendment on April 20, 1989;
Forty-third amendment on April 23, 1990;
Forty-fourth amendment on April 26, 1991;
Forty-fifth amendment on May 12, 1992;
Forty-sixth amendment on May 14, 1993;
Forty-seventh amendment on May 9, 1994;
Forty-eighth amendment on May 4, 1995;
Forty-ninth amendment on May 27, 1996;
Fiftieth amendment on May 23, 1997;
Fifty-first amendment on May 22, 1998;
Fifty-second amendment on May 21, 1999;
Fifty-third amendment on May 15, 2000;
Fifty-fourth amendment on May 18, 2001;
Fifty-fifth amendment on June 12, 2002;
Fifty-sixth amendment on June 9, 2003;
Fifty-seventh amendment on June 4, 2004;
Fifty-eighth amendment on June 14, 2005,
Fifty-ninth amendment on June 13, 2006,

Chairman: Douglas Tong Hsu

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