Stock code: 2704

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THE AMBASSADOR HOTEL, LTD.

Handbook 2021 Annual General Shareholders’ Meeting

Date: Thursday, June 10, 2021 Place: No.63, Section 2, Zhongshan N. Rd., Taipei City

DISCLAIMER

This is a translation of the Handbook for the 2021 Annual Shareholders’ Meeting (THE “Handbook”) of THE AMBASSADOR HOTEL CO., LTD. (The “Company”). This translation is intended for reference only and nothing else, the Company hereby disclaims and all liabilities whatsoever for the translation. The Chinese text of the agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.

2021 Annual General Shareholders’ Meeting

(Translation)

THE AMBASSADOR HOTEL, LTD. Table of Contents

Meeting Procedures & Agenda.................................................................................1
The Rules of Procedures for Shareholders’ Meeting.................................................. 2
Report items:
Item 12020 Business Report .................................................................................... 5
Item 22020 Audit Committee’ Report .................................................................... 28
Item 3The 2020 Distribution of Employees’ compensation and Directors’
Remuneration ............................................................................................. 29
Item 4Other Matters To Be Report ......................................................................... 29
Item 5Outlook ....................................................................................................... 30
Ratification and Discussion Items:
Proposal 1 2020 Business Report and financial Statements of the Company is
submitted for ratification. .................................................................. 31
Proposal 2 The 2020 earnings distribution proposal of the Company is
submitted for ratification .................................................................... 32
Proposal 3 Discussion of Amendments to
1. Articles of Rules and Procedures of the Shareholders’ Meeting
2. Articles of Rules for the Election of Directors............................... 34
Election Items
Proposal 1 To elect 15 Directors (including 3 Independent Directors) of 22th
Board of Directors .............................................................................. 39
Other Items
Proposal 1 To lift non-competition restrictions on the newly elected Directors. . 42
Extemporary Motion......................................................................................................... 45
Appendix
I. Articles of Incorporation (Before the amendments) .................................................. 46
II. The Rules of Procedures for the Board of Directors’ Meeting ..................................... 51
III. Articles of Rules for the Election of Directors .............................................................. 58
IV. Shareholding Facts by All Directors of the Company ................................................... 60
V. Impact Of the Stock Dividend Distribution on Operating Results, Earnings per Share
and Shareholders’ Return on Investment .................................................................... 61

THE AMBASSADOR HOTEL, LTD. Procedure & Agenda for the 2021 Annual Meeting of Shareholders

Time : 9:00 am, June 10, 2021 (Thursday)

Place : 2F, No. 63, Section 2, Zhongshan N. Rd., Taipei City

(International Hall / Ambassador Hotel Taipei )

Procedures

I. Call the Meeting to Order

II. Chairman’s Remarks

III. Agenda

A. Report items

Item 1 The 2020 Business Report

Item 2 The 2020 Audit Committee’ Report

Item 3 The 2020 Distribution of Employees’ compensation and Directors’ Remuneration

Item 4 Other Matters To Be Report Item 5 Outlook

B. Ratification and Discussion Items:

Proposal 1 2020 Business Report and financial Statements of the Company is submitted for ratification.

Proposal 2 The 2020 earnings distribution proposal of the Company is submitted for ratification.

Proposal 3 Discussion of Amendments to

Articles of Rules and Procedures of the Shareholders’ Meeting. 2. Articles of Rules for the Election of Directors.

C. Election Items:

Proposal 1 To elect 15 Directors (including 3 Independent Directors) of 22[th] Board of Directors.

D. Other Items:

Proposal 1 To lift non-competition restrictions on the newly elected Directors.

E. Extemporary motion

IV. Meeting Adjourned

THE AMBASSADOR HOTEL, LTD. Rules and Procedures of Shareholders' Meetings

The amendment was adopted by the regular Shareholders' meeting in 2015

Article 1 Unless otherwise provided for by law, the Company’s Shareholders’ meetings shall be governed by these rules and procedures.
Article 2 The company shall have a signature book for the shareholders or their proxies entrusted to sign in, or the attending shareholders provide the sign-in card to sign on behalf of the shareholder. The quorum shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by way of electronic transmission. (Applicable in accordance with the law since 2016)
Article 3 Quorum at shareholders’ meetings shall be calculated based on numbers of shares.
Article 4 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 5 The shareholders’ meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one of the Directors to act as chairman. Where the Chairman of the Board does not make such a designation, the Directors shall recommend each other to act as an agent.
Article 6 The company may appoint appointed lawyers, accountant or related personnel to attend the shareholders meeting.
Article 7 The Company shall video-tape or audio-tape the entire proceeding of a shareholders’ meeting, and the recording shall be kept for at least one year.
Article 8 The chairperson shall announce starting of the meeting when the attending stockholders (or proxies) represent more than half of the total shares issued in public. The chairperson may announce postponement of meeting if the legal quorum is not present after the designated meeting time. Such postponement is limited to two times and the aggregated postponed time shall not exceed one hour. If quorum is still not present after two postponements but the attending stockholders (or proxies) represent more than one third of the total shares issued in public, tentative resolution/s may be passed with respect to ordinary resolution/s by a majority of those present.
After proceeding with the aforesaid tentative resolutions, the chairperson may put the tentative resolutions for re-voting over the meeting in accordance with Article 174 of the Company Law, if the shares represented by the attending stockholders (or proxies) reached the legal quorum.
Article 9 The meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the Chairman declares the meeting adjourned in
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violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairman in accordance with statutory procedures, by more than half of the votes represented by the attending shareholders, and then continue the meeting.

Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chairman. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the shareholder that has the floor; the Chairman shall stop any violation.
Article 11 Except with the consent of the Chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chairman may terminate the speech.
Article 12 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13 After an attending shareholder has spoken, the Chairman may respond in person or direct relevant personnel to respond.
Article 14 Over the proposal discussion, the Chairman may conclude the discussion in a timely manner and where necessary announce the cessation of the discussion and put it to the vote.
Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company. After vote counting has been completed, the results of the voting shall be announced on-site at the meeting, and a record made of the vote immediately.
Article 16 When a meeting is in progress, the Chairman may announce a break based on time considerations.
Article 17 When the Company holds a shareholders’ meeting, it should allow the shareholders to exercise voting rights in writing or by way of electronic transmission. Relevant methods of exercise voting rights shall be handled in accordance with the company law and the regulations of the competent authority. (Applicable in accordance with the law since 2016)

Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of more than half of the voting rights represented by the attending shareholders. If no objection is voiced after solicitation by the Chairman, a resolution shall be deemed

adopted and shall have the same effect as if it had been put to a vote.

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Article 18 When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19 The Chairman may direct the proctors to help maintain order at the meeting place. When proctors help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

Report Items

Item 1 Operation Report of 2020

I. Business Report

1.The Company's annual revenue is NT$1,991 million from January to December, 2020. Compared with NT$28.97 billion in the same period last year, a decrease of NT$ 9.06 billion was a decrease of 31.3%, and the budget achievement rate was 66.4%.
2.guest rooms: The Guest Room Department received a total of 301,589 passengers from January to December 2020, a decrease of 165,814 from 467,403 in the same period last year, a decrease of 35.5%. Among all the tourists, Japanese tourists accounted for 8.2%, Chinese tourists accounted for 84.2%, and mainland China Regional travelers accounted for 0.7%, American travelers accounted for 1.0%, and travelers from other regions accounted for 5.9%. The room occupancy rate was 21.6% in Taipei, 38.3% in Hsinchu, and 52.8% in Kaohsiung. The revenue of the Guest Room Department was NT$3.8 billion, a decrease of NT$5.13 billion from the NT$8.93 billion in the same period last year, a decrease of 57.5%, and the budget achievement rate was 39.0%.
catering service: The total revenue of the Catering Department from January to December of 2020 was NT$16 million, a decrease of NT$3.91 million from NT$19.91 million in the same period last year, a decrease of 19.6%, and the budget achievement rate was 79.7%.
Others: Other operating income from January to December 2020, a total of NT$1.1 million, a decrease of NT$3 million from the NT$1.3 million in the same period last year, a decrease of 17.0%, and a budget achievement rate of 71.3%

Here is a list of the business status of the company from January to December of 2020 and its branches as shown on the next page:

Business Report of THE AMBASSADOR HOTEL CO., LTD.

FROM JANUARY 01 to DECEMBER 31, 2020

unit：million(NT$)

Unit		Subject	Actual Results (A)	Actual Results (A)	％	Same Period Last Year (B)	Same Period Last Year (B)	Same Period Last Year (B)	％	growth rate％	budget(C)	％	％	Achievement rate％
										((A)-(B))/(B)				A/C
Taipei Branch 400 rooms (Note1)	Guest room	Number of passengers	57,727 person			143,904		person		-59.9
		Housing rate	21.6%			81.3%				-	81.3%
		Rooms on sale	31,581			92,769				-66.0	119,050
		Room income	90		9.6	369			25.7	-75.7	464	29.8		19.3
	Catering	Catering income	840		89.8	1,056			73.8	-20.5	1,088	69.8		77.2
	Others	Other income	6		0.6	7			0.5	-14.3	6	0.4		94.0
		Sub-total	935		100.0	1,431			100.0	-34.7	1,558	100.0		60.0
Hsinchu Branch 257 rooms	Guest room	Number of passengers	75,398 person			96,557		person		-21.9
		Housing rate	38.3%			76.9%				-	74.9%
		Rooms on sale	36,007			72,100				-50.1	70,490
		Room income	109		22.8	236			34.5	-53.6	236	34.8		46.4
	Catering	Catering income	369		76.7	446			65.1	-17.3	439	64.8		84.0
	Others	Other income	2		0.5	2			0.4	-3.6	3	0.4		87.5
		Sub-total	480		100.0	685			100.0	-29.8	677	100.0		71.0
Kaohsiung Branch 443 rooms (Note2)	Guest room	Number of passengers	168,464 person			226,942		person		-25.8
		Housing rate	52.8%			85.8%				-	81.2%
		Rooms on sale	85,606			139,662				-38.7	131,660
		Room income	181		31.4	288			36.9	-37.3	275	36.2		65.7
	Catering	Catering income	392		68.1	489			62.7	-19.9	481	63.3		81.4
	O t h e r s	Other income	3		0.5	3			0.4	-19.8	3	0.5		80.2
		Sub-total	575		100.0	781			100.0	-26.3	759	100.0		75.7
	Hsinchu mall rental income		0			1				-	3			-
Total	Number of passengers		301,589 person			467,403		person		-35.5
	Room income		380		19.1	893			30.8	-57.5	975	32.5		39.0
	Catering income		1,600		80.4	1,991			68.7	-19.6	2,007	67.0		79.7
	Other income		11		0.5	13			0.5	-17.0	16	0.5		71.3
	Total		1,991		100.0	2,897			100.0	-31.3	2,998	100.0		66.4

Statisticalanalysis ofpassenger nationality											Unit：％		2020＼2019
Branch\ nationality			Japanese	Chinese			Mainland China			American	Other areas		Total
Total			8.2＼34.5	84.2＼34.7			0.7＼11.8			1.0＼3.5	5.9＼15.5		100.0＼100.0

Note1：Taipei Branch was undergoing renovation from May 08,2019 to Nov. 14,2019, rooms available for sale is 400 rooms from Jan01 to May 07,2020, 266 rooms from May 08 to May 12,2020, 228 rooms from May 13 to May 17,2020, 229 rooms from May 18 to May 26,2020, 228 rooms from May 27 to Nov 01,2020, 273 rooms from Nov 02 to Nov 10,2020, 373 rooms from Nov 11 to Nov 14,2020, 400 rooms from Nov 15 ,2020.

Note2：Rooms available for sale of Kaohsiung Branch was 443 rooms in 2020, 446 rooms in 2019.

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Chairman:Emmet Hsu President:Hsieh, Han-Chang Chief Accountant: He, Zhongren

II. Financial Report

1. BALANCE SHEETS

The total assets of the company as of December 31, 2020 was NT$ 132.66 million, of which total liabilities was NT$ 20.92 billion, accounting for 15.8% of total assets, and total shareholders’ equity was NT$ 111.74 billion, accounting for 84.2% of total assets.

2. STATEMENTS OF COMPREHENSIVE INCOME

The company’s operating income from January to December of 2020 was NT$19.91 million, a decrease of NT$9.06 billion or 31.3% compared with NT$28.97 billion in the same period last year. Operating costs were NT$15.31 billion, operating expenses were NT$7.4 million. The net loss for the year was NT$2.8 billion and the net non-operating income was NT$2.83 billion. The pre-tax profit for the current period was NT$3 million. Compared with the same period last year, NT$4.2 billion, a decrease of NT$417 million, a 99.2% decline.

Here are the Independent Auditors’ Report and Financial Statements of the company's balance sheets as of December 31, 2020, the statements of comprehensive income, changes in equity and cash flows for the year 2020, and the consolidated financial statements for the year 2020.
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets	Notes		December 31,2020	December 31,2020			December 31,2019	December 31,2019
Contents			Amount		%		Amount		%
Current assets Cash and cash equivalents Financial assets at fair value through other comprehensive income, current Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at amortised cost, non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current assets Total non-current assets Total assets	4,6 4,6 4,6 4,6,7 7 4,6 7 4,5,6 4,6 4,6,8 4,6 4,6,8,9 4,5,6,8 4,5,6 4,5,6 7		$212,613 2,945,080 514 46,671 1,185 78,385 76,181 15,166 3,375,795 676,518 169,165 15,930 3,302,340 5,411,508 63,626 72,617 127,881 50,930 9,890,515 $13,266,310		1 22 - - - 1 1 - 25 5 1 - 25 41 1 1 1 - 75 100		$323,861 2,003,904 14,766 88,344 3,842 103,415 76,217 3,940 2,618,289 589,116 190,452 15,930 3,059,214 5,422,231 26,138 72,869 103,783 33,655 9,513,388 $12,131,677		3 16 - 1 - 1 1 - 22 5 1 - 25 45 - 1 1 - 78 100

The accompanying notes are an integral part of parent company only financial statements.

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	Notes		December 31,2020	December 31,2020			December 31,2019	December 31,2019
Contents			Amount		%		Amount		%
Current liabilities Short-term loans Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities, current Current portion of long-term liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Lease liabilities, non-current Net defined benefit liabilities, non-current Other non-current liabilities - others Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other components of equity Total equity Total liabilities and equity	6,8 4,6 7 6 4,6,7 4,5,6 4,6,8 4,6 4,6,12 6,8 4,5,6 4,5,6 7 6 6 6		$920,000 197,838 533 117,698 485,603 8,549 12,879 100,000 12,910 1,856,010 20,000 89,553 50,820 61,234 14,321 235,928 2,091,938 3,669,234 2,932,131 766,323 195,815 1,841,644 2,803,782 1,769,225 11,174,372 $13,266,310		7 1 - 1 4 - - 1 - 14 - 1 - 1 - 2 16 28 22 6 1 14 21 13 84 100		$220,000 200,431 533 153,758 537,483 - 14,773 11,000 12,024 1,150,002 120,000 72,073 11,447 92,835 15,851 312,206 1,462,208 3,669,234 2,932,076 727,960 195,815 1,847,874 2,771,649 1,296,510 10,669,469 $12,131,677		2 2 - 1 4 - - - - 9 1 1 - 1 - 3 12 30 24 6 2 15 23 11 88 100

The accompanying notes are an integral part of parent company only financial statements.

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Contents	Notes	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
		2020		2019
		Amount	%	Amount	%
Operating revenues Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Subtotal Operating income (loss) Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures accounted for using equity method Subtotal Income before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss Remeasurements of defined benefits plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of income tax Total comprehensive income (loss) Earnings per share Basic earnings per share (NT$) Net Income Diluted earnings per share (NT$) Net Income	4,6,7 4,6,7 4,6,7 6 4,5,6 4,6 4,6	$1,991,144 (1,531,091)	100 (77) 23 (16) (21) (37) (14) - 10 4 - - 14 - - - 1 14 - 10 25 25	$2,897,494 (1,781,095)	100 (61)
		460,053		1,116,399	39
		(322,357) (417,771)		(437,436) (492,603)	(15) (17)
		(740,128)		(930,039)	(32)
		(280,075)		186,360	7
		870 192,271 86,707 (4,798) 8,193		1,133 106,815 33,534 (3,456) 95,725	- 4 1 - 3
		283,243		233,751	8
		3,168 (560)		420,111 (36,476)	15 (1)
		2,608		383,635	14
		21,209 269,117 (4,242) 203,598		(5,372) 194,196 1,074 291,537	- 7 - 10
		489,682		481,435	17
		$492,290		$865,070	31
		$0.01		$1.05
		$0.01		$1.04

The accompanying notes are an integral part of parent company only financial statements.

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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Contents			Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent
	Common Stock	Capital Surplus		Retained Earnings		Other Components of Equity	Total
			Legal Reserve	Special Reserve	Unappropriated Earnings	Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income
Balance as of January 1, 2019 Effects of retrospective application and retrospective restatement Adjusted balance as of January 1, 2019 Appropriation and distribution of 2018 retained earnings Legal reserve Cash dividends Other changes in capital surplus: Share of changes in net assets of associates and joint ventures accounted for using equity method Net income for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) Balance as of December 31, 2019 Balance as of January 1, 2020 Appropriation and distribution of 2019 retained earnings Legal reserve Other changes in capital surplus: Share of changes in net assets of associates and joint ventures accounted for using equity method Net income for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 Total comprehensive income (loss) Balance as of December 31, 2020	$3,669,234 -	$2,928,326 -	$687,526 -	$195,815 -	$1,659,621 (365)	$810,777 -	$9,951,299 (365)
	3,669,234 - - - - -	2,928,326 - - 3,750 - -	687,526 40,434 - - - -	195,815 - - - - -	1,659,256 (40,434) (146,769) (3,516) 383,635 (4,298)	810,777 - - - - 485,733	9,950,934 - (146,769) 234 383,635 481,435
	-	-	-	-	379,337	485,733	865,070
	$3,669,234	$2,932,076	$727,960	$195,815	$1,847,874	$1,296,510	$10,669,469
	$3,669,234 - - - -	$2,932,076 - 55 - -	$727,960 38,363 - - -	$195,815 - - - -	$1,847,874 (38,363) 12,558 2,608 16,967	$1,296,510 - - - 472,715	$10,669,469 - 12,613 2,608 489,682
	-	-	-	-	19,575	472,715	492,290
	$3,669,234	$2,932,131	$766,323	$195,815	$1,841,644	$1,769,225	$11,174,372

The accompanying notes are an integral part of parent company only financial statements.

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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Contents	For theyear ended December 31,	For theyear ended December 31,
	2020	2019
	Amount	Amount
Cash flows from operating activities: Net income before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Expected credit impairment losses (gains) Net gain from financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (porfit) of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Expenses transferred from property, plant and equipment Loss (gain) on disposal of investments Changes in operating assets and liabilities: Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in contract liabilities Increase (decrease) in accounts payables Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liabilities Cash generated from operations Interest received Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Refund received of capital reduction that financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in other non-current assets Dividends received Net cash used in investing activities Cash flows from financing activities: Increase (decrease) in short-term loans Repayments of long-term loans Cash payments for the principal portion of the lease liability Increase (decrease) in other non-current liabilities - others Dividend paid Interest paid (including capitalisation of interest) Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year	$3,168 263,979 (168) (87,402) 4,798 (870) (76,350) (8,193) 619 (388) - 14,293 41,800 (96) 25,030 (111) (11,226) (2,593) (36,060) (52,069) 886 (10,392) 68,655 879 (127) 69,407 3,341 (654,115) 2 (85,000) - (236,326) 98 (17,276) 142,629 (846,647) 700,000 (11,000) (17,095) (1,530) - (4,383) 665,992 (111,248) 323,861 $212,613	$420,111 260,211 (257) (59,894) 3,456 (1,133) (72,080) (95,725) 30,772 320 (3,183) 2,507 27,560 (2,575) (2,118) (6,556) (394) (18,457) 18,706 80,793 (8,495) (23,636) 549,933 1,154 (99,167) 451,920 - - - (80,000) 39,880 (339,684) 1,908 381 75,780 (301,735) 120,000 (112,000) (18,968) (1,110) (146,769) (3,168) (162,015) (11,830) 335,691 $323,861

The accompanying notes are an integral part of parent company only financial statements.

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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets	Notes		December 31,2020	December 31,2020			December 31,2019	December 31,2019
Contents			Amount		%		Amount		%
Current assets Cash and cash equivalents Financial assets at fair value through other comprehensive income, current Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at amortised cost, non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current assets Total non-current assets Total assets	4,6 4,6 4,6 4,6,7 7 4,6 7 4,5,6 4,6 4,6,8 4,6 4,6,8,9 4,5,6,8 4,5,6 4,5,6 7		$434,967 4,130,041 514 47,736 1,288 78,406 76,354 15,166 4,784,472 676,518 358,263 15,930 1,729,322 5,416,725 63,626 72,617 127,881 50,940 8,511,822 $13,296,294		3 31 - - - 1 1 - 36 5 3 - 13 41 - 1 1 - 64 100		$573,450 3,055,511 14,766 93,249 3,922 103,432 76,562 3,940 3,924,832 589,116 369,145 15,930 1,604,898 5,429,318 26,138 72,869 103,783 33,665 8,244,862 $12,169,694		5 25 - 1 - 1 - - 32 5 3 - 13 45 - 1 1 - 68 100

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

13 -

ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	Notes		December 31,2020	December 31,2020			December 31,2019	December 31,2019
Contents			Amount		%		Amount		%
Current liabilities Short-term loans Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities, current Current portion of long-term liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Lease liabilities, non-current Net defined benefit liabilities, non-current Other non-current liabilities - others Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other components of equity Non-controlling interests Total equity Total liabilities and equity	6,8 6,8 4,6 6 4,6,7 4,5,6 4,6,8 4,6 4,6,12 6,8 4,5,6 4,5,6 7 6 6 6 6		$920,000 197,838 533 134,950 491,658 9,831 12,879 100,000 13,089 1,880,778 20,000 89,553 50,820 61,743 14,321 236,437 2,117,215 3,669,234 2,932,131 766,323 195,815 1,841,644 2,803,782 1,769,225 4,707 11,179,079 $13,296,294		7 1 - 1 4 - - 1 - 14 - 1 - 1 - 2 16 28 22 6 1 14 21 13 - 84 100		$220,000 200,432 533 176,415 544,384 3,098 14,773 11,000 12,297 1,182,932 120,000 72,073 11,447 93,342 15,851 312,713 1,495,645 3,669,234 2,932,076 727,960 195,815 1,847,874 2,771,649 1,296,510 4,580 10,674,049 $12,169,694		2 2 - 1 4 - - - - 9 1 1 - 1 - 3 12 30 24 6 2 15 23 11 - 88 100

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

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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Contents	Notes	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
		2020		2019
		Amount	%	Amount	%
Operating revenues Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Subtotal Operating income (loss) Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures accounted for using equity method Subtotal Income before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss Remeasurements of defined benefits plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss Share of other comprehensive income (loss) of associates and joint ventures which may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of income tax Total comprehensive income (loss) Net income attributable to: Shareholders of the parent Non-controlling interests Comprehensive income attributable to: Shareholders of the parent Non-controlling interests Earnings per share Basic earnings per share (NT$) Net Income Diluted earnings per share (NT$) Net Income	4,6,7 4,6,7 4,6,7 6 4,5,6 4,6 4,6	$2,008,699 (1,541,512)	100 (77) 23 (16) (21) (37) (14) - 11 4 - (1) 14 - - - 1 21 - 3 25 25	$2,915,703 (1,788,188)	100 (61) 39 (15) (17) (32) 7 - 5 1 - 2 8 15 (1) 14 - 11 - 6 17 31
		467,187		1,127,515
		(322,357) (420,841)		(437,436) (499,937)
		(743,198)		(937,373)
		(276,011)		190,142
		1,659 225,720 86,693 (4,798) (28,029)		2,365 138,114 33,534 (3,456) 62,111
		281,245		232,668
		5,234 (1,979)		422,810 (40,461)
		3,255		382,349
		21,209 413,038 (4,242) 59,677		(5,372) 311,085 1,074 174,648
		489,682		481,435
		$492,937		$863,784
		$2,608 647		$383,635 (1,286)
		$3,255		$382,349
		$492,290 647		$865,070 (1,286)
		$492,937		$863,984
		$0.01		$1.05
		$0.01		$1.04

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

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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Contents			Equity	Attributable to Shareholders of the	Attributable to Shareholders of the	Parent		Non- Controlling Interests	Total Equity
	Common Stock	Capital Surplus		Retained Earnings		Other Components of Equity	Total
			Legal Reserve	Special Reserve	Unappropriated Earnings	Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income
Balance as of January 1, 2019 Effects of retrospective application and retrospective restatement Adjusted balance as of January 1, 2019 Appropriation and distribution of 2018 retained earnings Legal reserve Cash dividends Other changes in capital surplus: Share of changes in net assets of associates and joint ventures accounted for using equity method Net income (loss) for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) Changes in non-controlling interests Balance as of December 31, 2019 Balance as of January 1, 2020 Appropriation and distribution of 2019 retained earnings Legal reserve Other changes in capital surplus: Share of changes in net assets of associates and joint ventures accounted for using equity method Net income for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 Total comprehensive income (loss) Changes in non-controlling interests Balance as of December 31, 2020	$3,669,234 -	$2,928,326 -	$687,526 -	$195,815 -	$1,659,621 (365)	$810,777 -	$9,951,299 (365)	$42,562 -	$9,993,861 (365)
	3,669,234 - - - - -	2,928,326 - - 3,750 - -	687,526 40,434 - - - -	195,815 - - - - -	1,659,256 (40,434) (146,769) (3,516) 383,635 (4,298)	810,777 - - - - 485,733	9,950,934 - (146,769) 234 383,635 481,435	42,562 - - - (1,286) -	9,993,496 - (146,769) 234 382,349 481,435
	-	-	-	-	379,337	485,733	865,070	(1,286)	863,784
	- $3,669,234	- $2,932,076	- $727,960	- $195,815	- $1,847,874	- $1,296,510	- $10,669,469	(36,696) $4,580	(36,696) $10,674,049
	$3,669,234 - - - -	$2,932,076 - 55 - -	$727,960 38,363 - - -	$195,815 - - - -	$1,847,874 (38,363) 12,558 2,608 16,967	$1,296,510 - - - 472,715	$10,669,469 - 12,613 2,608 489,682	$4,580 - - 647 -	$10,674,049 - 12,613 3,255 489,682
	-	-	-	-	19,575	472,715	492,290	647	492,937
	- $3,669,234	- $2,932,131	- $766,323	- $195,815	- $1,841,644	- $1,769,225	- $11,174,372	(520) $4,707	(520) $11,179,079

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

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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Contents	For theyear ended December 31,	For theyear ended December 31,
	2020	2019
	Amount	Amount
Cash flows from operating activities: Net income before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Expected credit impairment losses (gains) Net gain from financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (porfit) of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Expenses transferred from property, plant and equipment Loss (gain) on disposal of investments Changes in operating assets and liabilities: Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in contract liabilities Increase (decrease) in accounts payables Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liabilities Cash generated from operations Interest received Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Refund received of capital reduction that financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Disposal of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in other non-current assets Dividends received Net cash used in investing activities Cash flows from financing activities: Increase (decrease) in short-term loans Repayments of long-term loans Cash payments for the principal portion of the lease liability Increase (decrease) in other non-current liabilities - others Dividends paid Interest paid (including capitalisation of interest) Changes in non-controlling interests Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year	$5,234 266,049 (168) (87,402) 4,798 (1,659) (109,726) 28,029 619 (388) - 14,293 45,640 (97) 25,026 61 (11,226) (2,594) (41,465) (52,915) 793 (10,392) 72,510 1,668 (3,383) 70,795 3,341 (654,115) 2 (80,000) - (236,526) 98 (17,276) 109,726 (874,750) 700,000 (11,000) (17,095) (1,530) - (4,383) (520) 665,472 (138,483) 573,450 $434,967	$422,810 262,281 (257) (59,894) 3,456 (2,365) (103,370) (62,111) 30,772 320 (3,183) 2,507 25,895 (2,633) (2,118) (15,105) (1,805) (18,455) 18,435 78,601 (8,498) (23,636) 541,647 2,387 (104,686) 439,348 - - - (80,000) (7,853) (340,062) 1,908 5,454 103,370 (317,183) 120,000 (112,000) (18,968) (1,110) (146,769) (3,168) 22,783 (139,232) (17,067) 590,517 $573,450

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

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Independent Auditors’ Report Translated from Chinese

To The Ambassador Hotel Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of The Ambassador Hotel Co., Ltd. (“the Company”) as of December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).

Basis for Opinion

We conducted our audits 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 Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Revenue Recognition

Net sales recognized by the Company amounted to NT$ 1,991,144 thousand for the year ended December 31, 2020. As revenue included room revenue and food and beverage sales with large number of transactions, the appropriateness of timing of revenue recognition is material for the parent company only financial statements. Therefore, we considered this is a key audit matter. Our audit procedures included (but not limited to), assessing the appropriateness of the accounting policy of revenue recognition, performing walkthrough of room revenue and food and beverage sales to understand the internal control of sales process and the effectiveness of the design of internal controls, testing operating effectiveness of internal controls related to the timing of revenue recognition, selecting samples to perform cut-off testing and inspecting billing statements and invoices to verify proper cut-off of revenue. In addition, we evaluated the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the parent company only financial statements.

Net defined benefit liabilities

The Company is labor-intensive industry. Employees are high in seniority and most of them chose defined benefits plan. As of December 31, 2020, the Company’s net defined benefit liabilitiesnoncurrent amounted to NT$61,234 thousand, representing 2.93% of total liabilities. The defined benefit costs were recognized as profit or loss amounted to NT$4,628 thousand, representing 146.07% of the income before tax for the year ended December 31, 2020. In addition, the valuation of the defined benefit plan involved making various assumptions. Change in assumptions may be significant for the parent company only financial statements. Therefore, we considered this is a key audit matter. Since the aforementioned amounts were recognized by the Company according to the actuarial report issued by an external actuary, we communicated with the external expert and assessed objectivity. We tested the accuracy and completeness of the underlying data used in the actuarial report, assessed the reasonableness of assumptions or principles and performed sensitivity analysis (including discount rate, turnover rate and expected rate of salary increases). In addition, we evaluated the adequacy of disclosures of net defined benefit liabilities. Please refer to Notes 4, 5 and 6 to the parent company only financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These associates and joint ventures under equity method amounted to NT$314,665 thousand and NT$345,882 thousand, representing 2.37% and 2.85% of total assets as of December 31, 2020 and 2019, respectively. The related shares of profits (losses) from the associates and joint ventures under the equity method amounted to NT$(43,408) thousand and NT$19,358 thousand, representing (1,370.05)% and 4.61% of the income before tax for the years ended December 31 2020 and 2019, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$9,400 thousand and NT$26,956 thousand, representing 1.92% and 5.60% of the other comprehensive income for the years ended December 31, 2020 and 2019, respectively.

19 -

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only 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.
20 -
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 internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group 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 identified during our audit.

We also provide those charged with governance with a statement 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.

21 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 parent company only 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.

/s/Huang, Chien-Che

/s/Fuh, Wen-Fun

Ernst & Young, Taiwan March 9, 2021

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 parent company only financial statements are those generally accepted and applied in the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Independent Auditors’ Report

To The Ambassador Hotel Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of The Ambassador Hotel Co., Ltd. (“the Company”) and its subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2020 and 2019, and their consolidated financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits 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 Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 2020 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.

23 -

Revenue Recognition

Net sales recognized by the Company and its subsidiaries amounted to NT$ 2,008,699 thousand for the year ended December 31, 2020. As revenue included room revenue and food and beverage sales with large number of transactions, the appropriateness of timing of revenue recognition is material for the consolidated financial statements. Therefore, we considered this is a key audit matter. Our audit procedures included (but not limited to), assessing the appropriateness of the accounting policy of revenue recognition, performing walkthrough of room revenue and food and beverage sales to understand the internal control of sales process and the effectiveness of the design of internal controls, testing operating effectiveness of internal controls related to the timing of revenue recognition, selecting samples to perform cut-off testing and inspecting billing statements and invoices to verify proper cut-off of revenue. In addition, we evaluated the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the consolidated financial statements.

Net defined benefit liabilities

The Company and its subsidiaries are labor-intensive industry. Employees are high in seniority and most of them chose defined benefits plan. As of December 31, 2020, the Company and its subsidiaries’ net defined benefit liabilities-noncurrent amounted to NT$61,743 thousand, representing 2.92% of consolidated total liabilities. The defined benefit costs were recognized as profit or loss amounted to NT$4,641 thousand, representing 88.67% of consolidated income before tax for the year ended December 31, 2020. In addition, the valuation of the defined benefit plan involved making various assumptions. Change in assumptions may be significant for the consolidated financial statements. Therefore, we considered this is a key audit matter. Since the aforementioned amounts were recognized by the Company and its subsidiaries according to the actuarial report issued by an external actuary, we communicated with the external expert and assessed objectivity. We tested the accuracy and completeness of the underlying data used in the actuarial report, assessed the reasonableness of assumptions or principles and performed sensitivity analysis (including discount rate, turnover rate and expected rate of salary increases). In addition, we evaluated the adequacy of disclosures of net defined benefit liabilities. Please refer to Notes 4, 5 and 6 to the consolidated financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These associates and joint ventures under equity method amounted to NT$1,729,322 thousand and NT$1,604,898 thousand, representing 13.01% and 13.19% of consolidated total assets as of December 31, 2020 and 2019, respectively. The related shares of profits (losses) from the associates and joint ventures under the equity method amounted to NT$(28,029) thousand and NT$62,111 thousand, representing (535.52)% and 14.69% of the consolidated net income before tax for the years ended December 31 2020 and 2019, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$59,677 thousand and NT$174,648 thousand, representing 12.19% and 36.28% of the consolidated other comprehensive income for the years ended December 31, 2020 and 2019, respectively.

24 -

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries 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 financial reporting process of the Company and its subsidiaries.

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 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.

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.
25 -
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 internal control of the Company and its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 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.

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Other

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2020 and 2019.

/s/Huang, Chien-Che

/s/Fuh, Wen-Fun

Ernst & Young, Taiwan March 9, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the financial position, results of operations 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.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Item 2 The 2020 Audit Committee’ Report

THE AMBASSADOR HOTEL CO., LTD. Audit Committee’s Review Report

To the 2021 General Shareholders’ Meeting of THE AMBASSADOR HOTEL CO., LTD.,

The Company’s 2020 financial statements have been approved by the Audit Committee and by the Board of Directors. The CPA Huang, Jian-ze and CPA Fu, Wen-fang, members of the Ernst & Young, have completed the audit of the financial statements and issued an audit report relating thereto. In addition, the Board of Directors has prepared and submitted to us the Company’s 2020 business report and proposal for distribution of earnings. We, the Audit Committee members, have duly examined and determined such business report and proposal for distribution of earnings to be in line with the requirements under the Company Law and relevant laws and regulations. According to Article 14-4 of the Securities and Exchange Act and Article 219 of Company Law, we hereby submit this report.

The Convener of the Audit Committee: Liang, Wen-jing

==> picture [84 x 42] intentionally omitted <==

09 Mar. 2021

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Item 3 To report 2020 Distribution of Employees’ compensation and Directors’ Remuneration

Pursuant to the provision of the Article of Company and the amended Article of Incorporation of the Company, the Company shall pay remuneration NT$3.2 million for employees’ compensation and NT$0 for directors. The aforesaid items will be paid in cash.

Item 4 Other Matters

1.Pursuant to the provision of the Article 172-1 of Company Act, the proposal accepting period of 2021 Annual General Shareholders Meeting is from March 15, 2021 to March 25, 2021, 11 days in total. No proposals are raised by shareholders ( holding over 1%) during the said accepting period.
2.To report the amendment to the Rules of Procedure for the Board of Directors Meetings of the Company In accordance with the revise of the law, and the 21rd term Board of Directors has approved the amendments in the 13th meeting.
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Item 5 Outlook

It is impacted by the outbreak of COVID-19 pandemic, although the government has successively introduced tourism promotion policies to promote the domestic tourism and accommodation of Taiwanese, under the continuous implementation of border controls in various countries, the number of international tourists to Taiwan has dropped sharply compared with the previous year. It is still resulting in the overall housing rate and the average rooms income both fell. In addition, the domestic catering market was also affected by the epidemic. Although in the second half of the year, as the domestic epidemic slowed down, Taiwanese’s willingness to dine outside is increased, but the overall catering industry still showed a decline. With all my colleagues working together to expand customer sources and reduce expenditure, it is still remained slight surplus in 2020. I sincerely thank all the directors and shareholders for their support.

Looking forward to the year 2021, the government will release the "Tourism 2030-for Taiwan Tourism Policy White Paper" to actively build Taiwan's tourism brand. However, due to the outbreak of COVID-19 pandemic, the unresolved cross-strait political and economic deadlock, intensified competition for foreign brands entering, and oversupply in the consumer market, the prospects of the tourism industry are not optimistic, and the overall profitability is severely tested.

To face the unfavorable situation, the company still adheres to the high-quality service as the foundation, through the integrated use of group resources to expand the breadth and depth of the market. The company continues to optimize software and hardware equipment, implement standardized procedures to continue the classic brand, and establish a talent training system to improve employee service quality. In addition, the company continues to uphold the original intention of giving back to the society, implement the corporate social responsibility, create the value of corporate sustainable operation, and live up to the expectations of shareholders. I hope all the shareholders will not hesitate to advise.

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Ratification and Discussion Items

Proposal 1 The Company’s 2020 business report and financial statements are submitted for ratification.

(Proposed by the Board of Directors)

Explanatory Notes:

I. The Company’s 2020 Business Report and financial statements has been audited by independent auditors, the CPA Huang, Jian-ze and CPA Fu, Wen-fang, members of the Ernst & Young. The Financial Statements for the Year 2020 are attached (page 8~27).
II. Please ratify the aforesaid Business Report and Financial Statements.

Resolution:

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Proposal 2 The 2020 earnings distribution proposal of the Company is submitted for ratification.

(Proposed by the Board of Directors)

Explanatory Notes:

I. Due to the continued severe epidemic, the company plans to retain cash to enrich its working capital, and does not propose to distribute dividends. The 2020 surplus distribution table is planned to follow on the next page.
II. Please ratify the aforesaid proposal.

Resolution:

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THE AMBASSADOR HOTEL CO., LTD.

Earnings Distribution Proposal for the Year 2020

Unit :NT$

	Unit :NT$
Item	Amount
Unappropriated retained earningofpreviousyears	1,809,510,937
Add(subtract)
Other comprehensive gains and losses (Confirmed reevaluated amount of 2020 welfare plan for retained earnings and others)	16,967,200
To recognize the investment adjusted retained earnings of subsidiaries, affiliates and joint ventures by using equity method	12,558,266
Net income 2020	2,607,688
Earnings available for distribution	1,841,644,091

Distribution items:
1.Legal reserve appropriation 10%
	(3,213,315)

2.Dividends and bonuses (cash dividend NT$0 per share)
	0

Unappropriated retained earnings after earnings distribution
	1,838,430,776

Chairman:Emmet Hsu President: Hsieh, Han-Chang Chief Accountant: He, Jhong-Ren

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==> picture [36 x 36] intentionally omitted <==

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Proposal III : Discussion of amendments to the internal regulations of the company as follow, Please ratify the proposal.
The Rules of Procedures for Shareholders’ Meeting
The Rules for Election of Directors of the Company

(proposed by the Board of Directors)

Explanatory:

I. It is conducted in accordance with the principles of 2020.6.03 Taiwan Stock Exchange Corporation (TWSE) order Tai-Zheng-Zhi-Li-Zi No.1090009468 and No.1100001446 of 2021.01.13.
II. It is proposed to define the relevant regulations when the shareholders meeting is not convened by the board of directors.
III. It is proposed to update that the chairman shall call the meeting to order at the appointed meeting time and, at the same time, announce relevant information such as the number of non-voting shares and the number of shares whose holder are present.
IV. It is proposed to update the election of directors at a shareholders meeting shall be announced onsite immediately, including the names of those elected as directors and the numbers of votes with which they were elected, as well as the names of those not elected as directors and the numbers of votes they receive.
V. It is proposed to delete the item, that the Company adopts the Nomination System for the election of directors, it is not necessary to identify the candidate's identity.
VI. The Comparison Table of the Amended Articles is set out on p.35–41 of the Handbook.

Resolution:

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The Rules of Procedures for Shareholders’ Meeting

After amendment	Before amendment	Explanation
Article 5 If a shareholders meetingis convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to perform his/her duties, the Chairman shall appoint one of the directors to act as chair, Where the chairperson does not make such a designation, the directors shall elect from among themselves one person to serve as chair. When a director serves as chair pursuant to the preceding paragraph,	Article 5 If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to perform his/her duties, the Chairman shall appoint one of the directors to act as chair, Where the chairperson does not make such a designation, the directors shall elect from among themselves one person to serve as chair.	To define the relevant regulations when the shareholders’ meeting is not convened by the board of directors.
the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. If a shareholders meeting is convened by a party with power to convene but other than the Board of
Directors, the convening party shall chair the meeting. When there are two or more such convening parties,
they shall elect a chair from among themselves.
Article 8 The chairman shall call the meeting to order at the appointed meeting time and,at the same time, announce relevant information such	Article 8 The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the	To enhance corporate governance and protect the rights and interests of shareholders.
as the number of non-voting shares and the number of shares whose holder are present.However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements,

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After amendment	Before amendment	Explanation
for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued and outstanding shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued and outstanding shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.	attending shareholders represent one third or more of the total number of issued and outstanding shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued and outstanding shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 9 If a shareholders meetingis convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors,and each proposal (including extraordinary motions and the amendments to the original motion) shall be voted on one by one.The meeting shall proceed in the order set by the agenda and may not be changed without a resolution of the shareholders meeting. Preceding paragraph also applies shareholders’meetings convened by a party with the power to convene that is not the Board of Directors. The chairman shall not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda of thepreceding two paragraphs(including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in	Article 9 The meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda (including extraordinary motions) and may not be changed without a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.	1.To define the relevant regulations when the shareholders’ meeting is not convened by the board of directors. 2. The original Article 14 is merged into Article 9.

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After amendment	Before amendment	Explanation
violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by
the shareholders; when the chairman
is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. In addition, the chairman shall arrange an adequate amount of time
for voting.
blank	Article 14 When the chairman is of the opinion	The original Article 14 is merged into Article 9.
	that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article 14 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company. The result of the voting shall be reported on the spot and recorded. The election of directors at a shareholders meeting shall be announced onsite immediately, including the names of those elected	Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company. The result of the voting shall be reported on the spot and recorded.	1.The original Article 14 is merged into Article 9, adjust the number. 2. To enhance corporate governance and protect the rights and interests of shareholders.
as directors and the numbers of votes with which they were elected,

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After amendment	Before amendment	Explanation
as well as the names of those not elected as directors and the numbers of votes they receive.
Article 15(ignored)	Article 16(ignored)	The original Article 14 is merged into Article 9, adjust the number.
Article 16 When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights in writing or by way of electronic transmission. The method for exercising the voting rights shall be handled in accordance with the company law and the regulations of the competent authority. (Applicable in accordance with the law since 2016) Except as otherwise provided in the Company Act and in the Articles of Incorporation, the passage of a proposal requires an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote,for each proposal, the chairman or a person designated by the chairman shall announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.	Article 17 When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights in writing or by way of electronic transmission. The method for exercising the voting rights shall be handled in accordance with the company law and the regulations of the competent authority. (Applicable in accordance with the law since 2016) Except as otherwise provided in the Company Act and in the Articles of Incorporation, the passage of a proposal requires an affirmative vote of a majority of the voting rights represented by the attending shareholders.If there is no objection after the chairman’s consultation with the shareholders present at the	1.The original Article 14 is merged into Article 9, adjust the number. 2. The company may allow the shareholders to exercise voting rights by way of electronic transmission. The results of each proposal shall be entered into the MOPS.
	time of voting, it shall be deemed as
	passed, and its effect shall be the same as that of the voting.
Article 17(ignored) Article 18(ignored)	Article 18(ignored) Article 19(ignored)	To coordinate with Article 14 merged into Article 9, adjust the article number.

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After amendment	Before amendment	Explanation
Article 19 These rules and procedures shall take effect upon being ratified by a resolution adopted by the Shareholders'meeting and the same shall apply to all amendments thereto.		New Article 19

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The Rules for Election of Directors of the Company

修正後條文 After amendment	修正前條文 Before amendment	說明 Explanation
Article 4 The company directorsadopts a candidate nomination system in accordance with Article 192 of the Company Law.The candidates who receive the most votes(Including electronic voting)for the position of director shall win the election, and such number shall be in compliance with the number of positions for director set forth in the Articles of Incorporation. If two or more candidates receive the same number of votes beyond a quota, the winner shall be determined through lot- drawing. The lot may be drawn by the Chairman on behalf of the absentees. ….. ignored.	Article 4 The company directorsshall be elected by a shareholders’meeting from among persons with juridical action capacity.The candidates who receive the most votes for the position of director shall win the election, and such number shall be in compliance with the number of positions for director set forth in the Articles of Incorporation. If two or more candidates receive the same number of votes beyond a quota, the winner shall be determined through lot-drawing. The lot may be drawn by the Chairman on behalf of the absentees. ….. ignored.	To coordinate with Article 192 of the Company Law.
Article 5 At the beginning of the election, the chairman shall assign the inspector and counter to take charge of monitoring and counting of the votes.	Article 5 At the beginning of the election, the chairman(current chairman ) shall assign the inspector and counter to take charge of monitoring and counting of the votes.	To coordinate with Article 182- 2-1 of the Company Law.
Article 7 deleted	Article 7 If the candidate is a shareholder of the Company, voters shall fill the candidate’s name and shareholder’s number in the “candidate” column of the ballot; if the candidate is not a shareholder of the Company, voters shall fill the candidate’s name and ID number in the “candidate” column. If the candidate is a government agency or a legal entity, voters shall fill the information in the column. When there are several candidates represent a government agency or a legal entity, the names of the representatives shall be filled separately.	The company directors adopt a candidate nomination system. Shareholders shall choose from the list of candidates for directors. Shareholders can learn the identity of thecandidates from the list of candidates before the shareholders' meeting is held, and this Article shall be deleted.

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修正後條文 After amendment	修正前條文 Before amendment	修正前條文 Before amendment	說明 Explanation
Article 7 A ballot shall be deemed void if such a ballot: I. is not a ballot providedunder the convener; II. is placed into the ballot box blank; III. contains illegible words or corrections; IV. to fill an electees is not coordinated with the list of director candidates; V. the same ballot is filled with two or more electees; VI. In addition tothe number of voting rights allocated, where there are contains any words;	Article 8 A ballot shall be deemed void if such a ballot: I. is not a ballot provided under the Rules; II. is placed into the ballot box blank; III. contains illegible words or corrections; IV. contains a name or shareholder’s number in the “candidate” column which is inconsistent with the shareholder’s registerif the candidate is a shareholder of the Company; Contains a name or ID number in the“candidate” column which is incorrect if the candidate is not a shareholder of the Company; V. is filled out the name of the candidate same as that of other shareholders, and the shareholder account number or identity card unified number is not filled in for identification. VI. The same ballot is filled with two or more electees. VII.In addition to filling in the candidate’s name and ID number in the“candidate” column”,where there are contains any wordsor marks.		1. To cooperate with Article 7 to delete the adjustment article number 2. According to Article 173 of the Company Law, if the board of directors does not give notice of the convening, it may report to the competent authority to convene it on its own. 3.The company adopts a candidate nomination system, and shareholders should choose from the list of director candidates.
Article 8(ignored) Article 9(ignored) Article 10(ignored) Article 11(ignored)	Article 9(ignored) Article 10(ignored) Article 11(ignored) Article 12(ignored)		To coordinate with the Article 7 deleted, adjust the article number.

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Election Items

Proposal 1 To elect 15 Directors (including 3 Independent Directors) of 22[th] Board of Directors.

(proposed by the Board of Directors)

Explanatory:

I. Handle in accordance with the Articles of Incorporation.
II. The company Directors of 21th Board of Directors have their tenure expired on June 02, 2021. The re-election shall be handled in accordance with the applicable Rule, and in accordance with Article 195 of the Company Law. If the re-election is not possible, the executive duties shall be extended until the re-elected director takes office.
III. Pursuant to the Articles of Incorporation, the company shall have 15 directors (including three independent directors), and the audit committee is composed of all independent directors. There is three-year tenure shall run from June 10, 2021 through June 8, 2024.
IV. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders' meetings. The nominations were approved by the 21th Board of Directors in its 14[th] Meeting on March 9,2021. For the academic and professional backgrounds of the directors and independent directors candidates, please refer to the next page.

Result of Election:

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The Candidates list of Directors (including Independent Directors)

No.	Account Numbers	Name	Shareholding (Share)	Major Education / Experiences	Current Position	Remark
1	272	Emmet Hsu	420,862	Chairman of Shihlin Electric & Engineering Corp.	Chairman of The Ambassador Hotel Co., Ltd.	Candidates for Director
2	248	Yeang Der Investment Co., Ltd. Representative / Hsu, Shu-Wan	4,219,349	Director of Yeang Der Investment Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
3	167094	Shin-Po Investment Co., Ltd. Representative / Lin, Po-Fong	500,000	Chairman of Taiwan Shin Kong Security Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
4	162158	Huo Sheng Investment Ltd. Representative / Li, Chang-Lin	146,000	GM of The Ambassador Hotel Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
5	248	Yeang Der Investment Co., Ltd. Representative / Lin, Zhan-Chuan	4,219,349	Honorary Chairman of Taiwan Kagome Co,. Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
6	127229	Chan Der Investment Corp. Representative / Li, Dong-Liang	1,743,000	Chairman of Union Chinese Corp.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
7	248	Yeang Der Investment Co., Ltd. Representative / Kuo, Tun-Yu	4,219,349	Chairman of Yeang Der Investment Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
8	171	Shihlin Electric & Engineering Corp. Representative / Lin, Han-Dong	66,918,617	Chairman of Bo Ji Investment Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
9	167118	Ting Lin Enterprise Co., Ltd. Representative / Du, Heng-Yi	10,000	Chairman of Wan Yuan Textiles Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
10	171	Shihlin Electric & Engineering Corp. Representative / Lee, Ying-Chu	66,918,617	Senior Director of Shihlin Electric & Engineering Corp.	Senior Assistant Manager of HCT Logistics Co., Ltd.	Candidates for Director

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No.	Account Numbers	Name	Shareholding (Share)	Major Education / Experiences	Current Position	Remark
11	171	Shihlin Electric & Engineering Corp. Representative / Hsieh, Han-Chang	66,918,617	Executive Managing Director & GM of Shihlin Electric & Engineering Corp.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
12	127229	Chan Der Investment Corp. Representative / Lin, Xing-Guo	1,743,000	COO of The Ambassador Hotel Co., Ltd.	Director of The Ambassador Hotel Co., Ltd.	Candidates for Director
13		Liang, Wen-Jing	-	Independent Director of The Ambassador Hotel Co., Ltd.	Independent Director of The Ambassador Hotel Co., Ltd.	Candidates for Independent Director
14		Huang, Ya-Huei	-	EMBA Finance Group, National Taiwan University School of Management Judge of Taiwan High Court	Attorneys-At-Law, Hwang,Lin & Partners	Candidates for Independent Director
15		Li, Shu-Jhen	-	Administration Associate Dean of MacKay Memorial Hospital Adjunct Assistant Professor of Mackay Junior College of Medicine, Nursing, and Management	Independent Director of The Ambassador Hotel Co., Ltd.	Candidates for Independent Director

Note1. The candidates of Director（including Independent Director）meet the negative qualifications of the Article 30 of the Company Law

Independent directors meet the professional qualifications, independence and part-time restrictions of the public offering company's establishment of directors and the matters to be complied with.
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Other Items

Proposal 1 To lift non-competition restrictions on the newly elected Directors and the representative of Juridical Persons and their representatives.

(Proposed by the Board of Directors)

Explanatory:

I. According to Article 209 of the Company Act, any Director conducting business for himself/herself or on another’s behalf, and the scope of which coincides with the Company’s business scope, shall explain at the Shareholders’ Meeting the essential contents of such conduct and obtain approval from shareholders in the Meeting.
II. The newly-elected Directors and the juristic person shareholder which appoints its authorized representatives to be elected as directors in 2021 Annual Shareholders’ Meeting violate the non-competition restrictions of the interest of the Company is not impaired, it is proposed to release the Directors and juristic person shareholders which appoints its authorized representatives to be elected as directors after having assumed office from non-competition restrictions for approval.
III. The list of competition restrictions on Directors and the juristic person shareholder proposed to be release is attached hereto as Attachments (next page).
Resolution:
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The list of competition restrictions on the newly elected Directors and the representative of Juridical Persons and their representatives proposed to be release

Candidates Type	Name/Company /Representative	Act as other Company /Positions / title
Director	Emmet Hsu	Chairman of Shihlin Electric & Engineering Corp. Chairman of HCT Logistics Co., Ltd. Chairman of Chiastar Co., Ltd. Chairman of Sankyo Transportation Co., Ltd.
Director	Yeang Der Investment Co., Ltd. Representative / Hsu, Shu-Wan	Director of HCT Logistics Co., Ltd.
Director	Shin-Po Investment Co., Ltd. Representative / Lin, Po-Fong	Director of Shihlin Electric & Engineering Corp. Chairman of New Light International Co., Ltd Chairman of New Opto Eelectronics Co., Ltd. Chairman of Shin-Po Transportation Co., Ltd. Chairman of e-Tech Pro Co., Ltd. Chairman of Lan An Co., Ltd. Chairman of Shin-Po Life Care Co., Ltd. Chairman of Shin Soft Co., Ltd. Chairman of Northeast Corner Recreation Corp. Chairman of Shin-Po Healthcare Management Co., Ltd. Chairman of Yi Kong Building Management Service Co., Ltd.
Director	Huo Sheng Investment Ltd. Representative / Li, Chang-Lin	Director of HCT Logistics Co., Ltd. Director of Shihlin Development Co., Ltd. Cha irman of Huide Development Company Limited. Chairman of Qun Xin Properties Co., Ltd. Chairman of Prospect Hospitality Co., Ltd. Director of GOODONE Company Limited.
Director	Chan Der Investment Corp. Representative / Li, Dong-Liang	Chairman of Nanlien International Corp. Chairman of Tone Sang Construction Corp.
Director	Yeang Der Investment Co., Ltd. Representative / Kuo, Tun-Yu	Chairman of Realica Enterprise Co., Ltd. Chairman of Realica Investment Co., Ltd.
Director	Shihlin Electric & Engineering Corp. Representative / Lin, Han-Dong	Chairman of Lin Benyuan Industrial Co., Ltd. Director of Taiwan Glass Ind. Corp.

43 -

Candidates Type	Name/Company /Representative	Act as other Company /Positions / title
Director	Ting Lin Enterprise Co., Ltd. Representative / Du, Heng-Yi	Chairman of Wan Yuan Textiles Co., Ltd. Chairman of Chien Shun Trading Co., Ltd. Chairman of Ting Sin Co., Ltd. Chairman of Ting Fang Investment Co., Ltd. Director of Dajia Noodles Origin Co., Ltd.
Director	Shihlin Electric & Engineering Corp. Representative / Lee, Ying-Chu	Director of Shihlin Development Co., Ltd. Director of Qun Xin Properties Co., Ltd. Director of Charter Leisure Co., Ltd. Independent Director of Kerry Tj Logistics Co., Limited.
Director	Shihlin Electric & Engineering Corp. Representative / Hsieh, Han-Chang	Managing Director of Shihlin Electric & Engineering Corp. Director of HCT Logistics Co., Ltd. Director of Sankyo Transportation Co., Ltd. Director of Realica Enterprise Co., Ltd. Director of Realica Investment Co., Ltd.
Director	Chan Der Investment Corp. Representative / Lin, Xing-Guo	Director of The Ambassador Le Bouquet Cakes Co., Ltd.

44 -

Extemporary Motion

45 -

Appendix I THE AMBASSADOR HOTEL, LTD. Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is incorporated as a company limited by shares under the provisions set forth in the Company Act in the full name of THE AMBASSADOR HOTEL, LTD. (the “Company”).

Article 2 The lines of business of the Company shall include the following:

1.F203010 Retail Sale of Food, Grocery and Beverage
2.F501030 Beverage Shops
3.F501060 Restaurants
4.G202010 Parking area Operators
5.H701010 Housing and Building Development and Rental
6.H701040 Specific Area Development
7.H701060 New County and Community Construction and Investment
8.H703090 Real Estate Commerce
9.H703100 Real Estate Rental and Leasing
10.J701020 Amusement Parks
11.J701040 Recreational Activities grounds and Facilities
12.J702080 Bar
13.J901011 International and General Tourist Hotels
14.JA03010 Laundry
15.JE01010 Rental and Leasing
16.JZ99020 Sauna
17.JZ99080 Beauty and Hairdressing Services
18.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company is incorporated in Taipei City, Taiwan; the establishment of branches in various places where it deems necessary.

Article 4 deleted

Chapter 2 Share Capital

Article 5 The Company’s total capital shall be 6 Billion New Taiwan Dollar (NT$6,000,000,000) divided into 600,000,000 shares of NT$10 each. The Board of Directors is authorized to issue separately the un-issued shares. The company may deliver stocks in the form of account book transfers according to laws and regulations, instead of printing physical stocks; the same applies to the issuance of other securities.
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Article 6 The handling of stock affairs of the company shall be handled in accordance with the "Guidelines for Handling Share Affairs of Companies Publicly Issuing Shares" stipulated by the Securities and Futures Bureau of the Financial Supervision Commission (Taiwan) R.O.C. (hereinafter referred to as the Competent Authority), unless otherwise provided by laws or securities regulations.

Chapter 3 Shareholders’ Meeting

Article 7 Shareholders' meeting shall be of two types, namely the annual and extraordinary general meeting of shareholders, with the former convened by the Board of Directors, in accordance with the law, regularly once a year within six months after the close of each fiscal year, and the later convened, in accordance with the law, when necessary.
Article 8 A shareholders' meeting shall be presided over by the Chairman of the Company. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Chairman shall appoint a Director to act on his behalf, if the Chairman has made no appointment, the directors shall elect among themselves one person to act as the deputy.
Article 9 A shareholder of the Company shall have one vote for each share held. When the company holds a shareholders’ meeting, it shall adopt electronic means for shareholders to exercise their voting rights and may allow them to exercise such rights in writing (applicable in accordance with the law since the 2016)

Chapter 4 Board of Directors and Audit Committee

Article 10 There shall be 13 to 17 Directors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The candidates who receive the most votes for the position of director shall win the election. There is three-year tenure and the directors are eligible for re-election. The shares held by all the directors of the company shall be handled in accordance with the regulations of the "Public Offering Company Directors Supervisor Shareholding Ratio and Implementation Rules for Inspections" promulgated by the competent authority.

The number of independent directors shall not be less than 2 persons and shall not be less than one fifth of the seats in the Board of Directors. Whose nominations and elections shall be processed in accordance with the Company Act and as required by the competent authority of securities and exchange.

The Company shall establish an audit committee in replacement of the supervisors. The Audit Committee shall make up of all the Independent Directors, shall not be less than 3 persons, one of them is the convener.

Article 11 The Board of Directors shall consist the directors of the Company. The board of directors shall elect a chairman to take charge of important matters from among themselves by a majority vote at a meeting attended by over two-thirds of the directors.
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Article12 The Chairman internally is the chairman of the shareholders meeting and the board of directors, and shall externally have the authority to represent the Company. Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Chairman shall appoint a Director to act on his behalf.

Article13 The duty and power of the Board of Directors are specified as below:

Inspection of the important rules and stipulations
The business guideline establishment
Inspection of the budget and final account
To determine the distribution of earnings proposal
Formulation of capital increase and decrease
The transaction of Real estate
To appoint, dismiss of managerial officers
To adjust any important internal body of the Company and to formulate the important matters
Inspection of the annual financial statement
To decide on matters related to reinvestment, not subject to the restrictions of paragraph 3 of Article 13 of the Company Law
To exercise other duties and powers granted in accordance with Company Act and regulations and by the shareholders' meetings.

Article14 Meetings of the Board of Directors shall be held quarterly.

The convening of the Board of Directors of the company shall be notified to all directors, within 7 days via e-mail or fax to state the cause, in case of an urgent circumstances, an interim Board meeting may be held at any time.

The Board of Directors shall be convened by the Chairman, unless otherwise stipulated by the Company Act. When the board of directors is not in session, the chairman shall exercise all the powers of the board of directors. The Directors may submit a proxy form, enumerating the purpose of convening such meeting, the scope of authorization, to appoint another director to attend the meeting. A proxy director may not act on behalf of more than one person.

Article15 The resolutions of the Board of Directors shall be attended by more than half of the directors, and with the consent of more than half of the directors present, the resolutions shall be signed and sealed by the Chairman.

Chapter 5 Managerial Officer

Article16 The Company may establish one or more managers for the needs of operation or management of the Company by adopting the resolution of the Board of Directors meeting. The appointment, removal and compensation of the manager shall be determined in accordance with Article 29 of the Company Act.

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Chapter 6 Accounting

Article17 The Company's fiscal year shall be settled on December 31 of each calendar year. The Board of Directors shall prepare the following reports for the ratification by the general shareholders’ meeting after the final settlement:

(I) Business Operation Report,
(II) Financial Statements, and
(III) Measures on profit distribution or deficit compensation.

Article18 The Company, if profitable in the current year, should be distributed as follows:

not more than 4% of profit should be distributed as Directors’ remuneration
1% to 8% of profit of the current year should be distributed as employees’ compensation

However, the Company's accumulated losses shall have been covered.

The afore-mentioned profit of the year refers to the earnings before tax excluding the deduction of compensations for the employees and remunerations for the directors.

Article19 The Company's earnings of the year, if any, shall be allocated to pay taxes and offset the accumulated losses from previous years first, setting aside 10% of the remaining profit as a legal reserve, setting aside a special reserve in accordance with the laws and regulations, and then allowing for other special reserves and a distribution of dividends to be recommended by the board of directors, shall draft an earning distribution proposal submitted to the Shareholders’ meeting for resolution to distribute shareholder's dividends.

The company is in a stable growth stage. In order to consider the company’s future capital needs and meet shareholders’ demand for cash inflows, after the company’s annual accounts, if there is a surplus, the annual cash dividend shall not be lower than the cash and stock dividends paid in the current year 10% of the total. However, if the surplus and funds in the next year are more abundant, the distribution ratio will be increased.

Article20 The amount of the directors’ remuneration is authorized to be determined by the remuneration committee evaluating the degree of the relevant provisions of the organizational rules of the remuneration committee.

Chapter 7 Supplementary Articles

Article21 The Company's internal organizational charter and other chapters shall be prescribed separately.
Article22 With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.
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Article23 These Articles of Incorporation were enacted on November 10, 1962, and the first amendment was made on August 31, 1964; the 2th amendment was made on August 20, 1965; the 3th amendment was made on March 28, 1967; the 4th amendment was made on July 15, 1967; the 5th amendment was made on May 05, 1970; the 6th amendment was made on October 16, 1970; the 7th amendment was made on April 29, 1971; the 8th amendment was made on April 01, 1974; the 9th amendment was made on April 07, 1975; the 10th amendment was made on April 08, 1977; the 11th amendment was made on March 01, 1978; the 12th amendment was made on March 12, 1979; the 13th amendment was made on April 23, 1979; the 14th amendment was made on April 03, 1980; the 15th amendment was made on April 29, 1981; the 16th amendment was made on August 18, 1981; the 17th amendment was made on May 31, 1983; the 18th amendment was made on November 16, 1988; the 19th amendment was made on April 30, 1990; the 20th amendment was made on April 30, 1991; the 21th amendment was made on April 21, 1992; the 22th amendment was made on April 29, 1994; the 23th amendment was made on April 23, 1996; the 24th amendment was made on April 30, 1997; the 25th amendment was made on April 26, 2000; the 26th amendment was made on April 27, 2001; the 27th amendment was made on May 30, 2002; the 28th amendment was made on May 30, 2003; the 29th amendment was made on May 31, 2005; the 30th amendment was made on May 26, 2006; the 31th amendment was made on May 30, 2007; the 32th amendment was made on May 26, 2010; the 33th amendment was made on May 31, 2011; the 34th amendment was made on May 30, 2012; the 35th amendment was made on June 24, 2014; the 36th amendment was made on June 03, 2015; the 37th amendment was made on June 07, 2016; the 38th amendment was made on June 13, 2017; the 39th amendment was made on June 06, 2018; the 40th amendment was made on June 09, 2020; Amendments shall take effect following their approval at the shareholders' meetings.

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Appendix II

THE AMBASSADOR HOTEL, LTD. Board of Directors Meeting Regulations

Article 1 According to the Financial Supervisory Commission (Taiwan) of the Executive Yuan Jinguanzheng Yizi No. 0950001615 on March 28, 2006, this rule was formulated in accordance with Article 2 of the "Procedures for the Board of Directors of Public Offering Companies" for compliance..
Article 2 The agendum, procedures, minutes, announcements, and other relevant matters of the Company’s board of directors meetings (board meetings) shall be conducted in accordance with the Regulations.
Article 3 Meetings of the Board of Directors shall be held quarterly.

All matters set out in the subparagraphs of Article 12 shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.

Article 4 The board of directors shall appoint the Secretary Group as the agenda working group.

The agenda working group shall prepare agenda items for board of directors meetings and provide sufficient pre-meeting materials, to be sent together with the notice of the meeting.

A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors.

Article 5 When a meeting of the board of directors is held, an attendance book shall be made ready for signature by directors attending the meeting and thereafter made available for future reference.

All board directors shall attend board meetings in person; if attendance in person is not possible, they may, pursuant to the Company's articles of incorporation, appoint another director to attend as their proxy. Attendance via tale- or video-conference is deemed as attendance in person.

A director appointing another director to attend a board meeting in his or her place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting.

A proxy as provided in the preceding two paragraphs may accept a proxy from one person only.

At least one independent director shall attend each meeting in person. In the case

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of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Article 12, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If independent directors have objections or reservations, they should be stated in the minutes of the board of directors; if independent directors cannot express their objections or reservations in person at the board of directors, unless there are legitimate reasons, they should issue written opinions in advance and include them in the minutes of the board of directors.

Article 6 A board of directors meeting shall be held at the location and during the business hours of the Company, or at a place and time convenient to directors and suitable for holding such a meeting.
Article 7 The company Meetings of the board of directors shall be called and chaired by the chairperson of the board. However, the first meeting of each newly elected board of directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so.

In the board of directors meeting convened by a majority of the directors on their own in accordance with Paragraph 4, Article 203 or Paragraph 3, Article 203-1 of the Company Act, the directors shall elect from among themselves a chairman.

Where the Chairman has taken leave or is unable to perform his duties for any reasons, the Chairman shall appoint a Director to act on his behalf, if the Chairman has made no appointment, the directors shall elect among themselves one person to act as the deputy.

Article 8 When the board of directors of the company convenes, the secretary group shall prepare relevant materials for the directors to check at any time.

When holding a meeting of the board of directors, the Company may, as necessary for the agenda items of the meeting, notify non-director officers from relevant departments or subsidiaries to attend the meeting as nonvoting participants. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

The chairman of the board of directors shall announce the meeting immediately when more than half of the directors have attended the meeting. When the time of a meeting has arrived and one-half all board directors are not present, the meeting chairperson may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chairperson shall re-call the meeting following Article 3-2 of the Regulations.

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The term "all board directors" shall be calculated as the number of incumbent directors. Article 9 The Company shall take audio or video record of tape the entire proceedings of a board of directors meeting, and preserve the recordings for at least five years in electronic form.

If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of a board of directors meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded and the afore mentioned five-year rule shall not be applicable.

Where a board of directors meeting is held via tale- or video conferencing, the documentation of the meeting shall be considered part of the meeting minutes and be well preserved throughout the existence of the Company.

Article 10 Agenda items for regular board of directors meetings shall include at least the following: 1. Reports : 1) Minutes of the last meeting and actions arising as well as follow-ups with any resolution that has yet to be completely executed
2) Important financial and business matters
- 3) Internal audit activities
- 4) Other important matters
Discussions:
- 1) Items discussed and continued from the last meeting
- 2) Items for discussion at this meeting
Extraordinary motions
Article 11 A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chairperson may not declare the meeting closed without the approval of a majority of directors present at the meeting. During a meeting, the chairperson may, at his or her discretion, set time for intermission or negotiation.

If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, upon motion by the directors sitting at the meeting the chairperson shall declare a suspension of meeting, in which case paragraph 3 of article 8 shall apply mutatis mutandis.

Article 12 The Company shall submit the following items for discussion by the board of directors:
The company business plan decisions
Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
Adoption or amendment of an internal control system pursuant to Article 14-1,
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and an assessment of the effectiveness of the internal control system.

Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of any equity-type securities
The appointment or discharge of a financial, accounting, or internal audit officer.
Decisions on reinvestment matters are not subject to the restrictions of Paragraph 3 of Article 13 of the Company Law.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority

The term "related party" in subparagraph 8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

Article 13 When the chairperson at a board of directors meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chairperson may announce the discussion closed and bring the matter to vote.

When a proposal comes to a vote at a board of directors meeting, if the chairperson puts the matter before all directors present at the meeting and none voices objection, the matter is deemed approved.

The term “ all board directors ” as referred does not include any non-voting director as prescribed in paragraph 1 of Article 15. If objection is voiced after solicitation by the chairperson, the resolution shall be voted.

The method of voting shall be one of the following as determined by the chairperson, but the chairperson shall solicit the opinions of a majority to determine the method when objection is voiced by any attending director.

By showing of hands
By voicing votes
By casting ballots
By other methods selected by the Company
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Article 14 Except as otherwise stated in the Securities and Exchange Act or in the Company Act, a resolution on a matter at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.

If there is an amendment to or substitute for this proposed resolution, the chairperson shall decide the sequence of voting for the proposed resolution and the amendment or substitute. If any one of them has been adopted, the others shall be deemed vetoed.

If and when necessary, the chairperson may appoint several persons for vote monitoring and ballot counting. Such persons shall be appointed from among the board of directors.

The resolution shall be reported and recorded at the meeting.

Article 15 If an interested party relationship exists between any director, or a juristic person the director represents, and any agenda item, the director shall disclose the important aspects of the interested party relationship at the respective meeting, shall not participate in discussion of or voting on that agenda item, shall recuse himself or herself from the discussion or the voting on the item, and shall not exercise voting rights as proxy for any other director if such relationship is likely to prejudice the interests of the Company.

Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.

With respect to a resolution at a board of directors meeting, paragraph 2 of Article 180 of the Company Act, as applied mutatis mutandis under paragraph 3 of Article 206 of that Act, shall apply in cases where a board director is prohibited by the preceding paragraph from exercising voting rights.

Article 16 Minutes shall be prepared of the discussions at board of directors meetings; the meeting minutes shall record the following in detail:
Session (or year), time, and place of meeting
Name of the meeting chairperson
Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent
Names and titles of those attending the meeting as nonvoting participants
Name of minutes taker
Matters reported
Agenda items: the resolution method and result of each proposal, and the summary of comments as well as any objections or reservations made by directors, experts, or any others; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included
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in records or stated in writing

Extraordinary motions: the name of the persons proposing the extraordinary motions, the resolution method and result of each motion, and the summary of comments as well as any objections or reservations made by directors, experts, or any others; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing
Other matters required to be recorded

Any resolution passed at a meeting of the board of directors should be stated in the minutes.

The attendance book shall be part of the minutes for each board of directors meeting and shall be well preserved throughout the existence of the Company.

The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chairperson and the minutes taker; a copy of the minutes shall be distributed to each director within 20 days after the meeting and well preserved as important company records throughout the existence of the Company.

The production and distribution of the meeting minutes referred to in paragraph 1 may be done in electronic form.

Article 17 Except for the matters that should be discussed by the board of directors of the company in Article 12, the board of directors of the company may authorize the chairman of the board of directors to exercise the powers of the board of directors in accordance with the provisions of the company's articles of association. The authorization content is as follows:
Approval of various important contracts
Approval of real estate mortgage loans and other loans
Approval of the company's general property and real estate purchase and disposal
Appointment of directors and supervisors of reinvestment companies
Approval of the base date of capital increase or decrease and the base date of cash dividend distribution
Article 18 Matters not covered in these rules of procedure shall be handled in accordance with the company law, the company's articles of association and other relevant laws and regulations.
Article 19 The adoption of the Regulations and any amendment to the Regulations shall be approved by the board of directors of the Company and reported to the Company’s shareholders’ meeting.
Article 20 T he Regulations were enacted on December 26, 2006, and

the first amendment was made on March 06, 2008; the 2th amendment was made on March 03, 2010;

the 3th amendment was made on February 24, 2012;

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the 4th amendment was made on December 11, 2012; the 5th amendment was made on March 28, 2014; the 6th amendment was made on November 01, 2017; the 7th amendment was made on November 03, 2020; becoming effective with approval by shareholders’ meetings.

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Appendix III

THE AMBASSADOR HOTEL, LTD.

The Rules of Procedures for Election of Directors

amendment and approval by shareholders’ meeting in 2018

Article 1 The election of directors of the Ambassador Hotel Co., Ltd. (hereinafter referred to as the company) is in accordance with the provisions of these regulations. Article 2 The election of the company’s directors will be conducted at the shareholders’ meeting. Article 3 The Company’s directors should be elected through single-named cumulative voting. In election of the Company’s directors, each share is entitled to the voting rights equivalent to the number of directors to be elected. The voting rights may be concentrated to one candidate or be allocated among several candidates. Article 4 The company directors shall be elected by a shareholders’ meeting from among persons with juridical action capacity. The candidates who receive the most votes for the position of director shall win the election, and such number shall be in compliance with the number of positions for director set forth in the Articles of Incorporation. If two or more candidates receive the same number of votes beyond a quota, the winner shall be determined through lot-drawing. The lot may be drawn by the Chairman on behalf of the absentees. The independent directors and non-independent directors shall be elected at the same time, but votes received shall be ranked respectively to determine the Director-Elect. The election of the Independent Directors must comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other relevant regulations. Article 5 At the beginning of the election, the chairman shall assign the inspector and counter to take charge of monitoring and counting of the votes. Article 6 The Board of Directors shall prepare the number of ballots equal to the number of directors to be elected and shall fill in the number of votes. Article 7 If the candidate is a shareholder of the Company, voters shall fill the candidate’s name and shareholder’s number in the “candidate” column of the ballot; if the candidate is not a shareholder of the Company, voters shall fill the candidate’s name and ID number in the “candidate” column. If the candidate is a government agency or a legal entity, voters shall fill the information in the column. When there are several candidates represent a government agency or a legal entity, the names of the representatives shall be filled separately. Article 8 A ballot shall be deemed void if such a ballot: I. is not a ballot provided under the Rules; II.is placed into the ballot box blank; III. contains illegible words or corrections; IV. contains a name or shareholder’s number in the “candidate” column which is inconsistent with the shareholder’s register if the candidate is a shareholder of

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the Company; Contains a name or ID number in the “candidate” column which is incorrect if the candidate is not a shareholder of the Company;

V. is filled out the name of the candidate same as that of other shareholders, and the shareholder account number or identity card unified number is not filled in for identification.
VI. The same ballot is filled with two or more electees.
VII. In addition to filling in the candidate’s name and ID number in the “candidate” column”, where there are contains any words or marks.
Article 9 The ballots should be counted during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.
Article 10 The Board of Directors shall send each elected director a notice of appointment.
Article 11 Matters not stipulated herein shall be governed by the Company Act, the Bank’s Articles of Incorporation, and other applicable laws and regulations.
Article 12 The Rules and any amendment thereof shall become effective after approval by the Shareholders’ Meeting.
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Appendix IV

Current Shareholdings of 21[th] Board of Directors

h	h	h	h	h
Current Shareholdings of 21t Board of Directors					On the Book closure date:April 12, 2021
Position / title	Account Numbers	Name	Date of Election	Term	Number of shareholdingwhen elected		Number of shareholdingcurrently
					Shares	ShareholdingRatio	Shares	ShareholdingRatio
Chairman	272	Emmet Hsu	June 06,2018	3years	420,862	0.115	420,862	0.115
Director	248	Yeang Der Investment Co., Ltd. Representative/Hsu,Shu-Wan	June 06, 2018	3 years	4,219,349	1.150	4,219,349	1.150
Director	167094	Shin-Po Investment Co., Ltd. Representative/Lin,Po-Fong	June 06, 2018	3 years	500,000	0.136	500,000	0.136
Director	162158	Huo Sheng Investment Ltd. Representative/Li,Chang-Lin	June 06, 2018	3 years	146,000	0.040	146,000	0.040
Director	248	Yeang Der Investment Co., Ltd. Representative/Lin,Zhan-Chuan	June 06, 2018	3 years	Same as above	Same as above	Same as above	Same as above
Director	127229	Chan Der Investment Corp. Representative/Li,Dong-Liang	June 06, 2018	3 years	1,743,000	0.475	1,743,000	0.475
Director	248	Yeang Der Investment Co., Ltd. Representative/Kuo,Tun-Yu	June 06, 2018	3 years	Same as above	Same as above	Same as above	Same as above
Director	171	Shihlin Electric & Engineering Corp. Representative/Lin,Han-Dong	June 06, 2018	3 years	66,918,617	18.238	66,918,617	18.238
Director	167118	Ting Lin Enterprise Co., Ltd. Representative/Du,Heng-Yi	June 06, 2018	3 years	10,000	0.003	10,000	0.003
Director	171	Shihlin Electric & Engineering Corp. Representative/Unavailable(Note 4)	June 06, 2018	3 years	Same as above	Same as above	Same as above	Same as above
Director	171	Shihlin Electric & Engineering Corp. Representative/Hsieh,Han-Chang	June 06, 2018	3 years	Same as above	Same as above	Same as above	Same as above
Director	127229	Chan Der Investment Corp. Representative/Lin,Xing-Guo	June 06, 2018	3 years	Same as above	Same as above	Same as above	Same as above
Independent Director		Liang, Wen-Jing	June 06, 2018	3 years	-	-	-	-
Independent Director		Huang, Ya-Huei	June 06, 2018	3 years	-	-	-	-
Independent Director		Li, Shu-Jhen	June 06, 2018	3 years	-	-	-	-
Total					73,957,828	20.157	73,957,828	20.157

Note：1. The company's paid-in capital as of April 12, 2021 is NT$ 3,669,233,430.

The actual collective shareholding of directors is 73,957,828 shares (20.16%)。
The legal minimum number of shares to be held by all Directors is 14,676,933 shares (4%) 。
The Director Shihlin Electric & Engineering Corp. Representative / Bryant Hsu Resigned on January 07,2021, not to reassign a representative.
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Appendix V

Impact of the Stock Dividend Distribution on Operating Results, Earnings per Share and Shareholders’ Return on Investment

Not applicable.

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AI assistant

AMBH — AGM Information 2021

52183_rns_2021-09-01_9bdd3b51-a640-4eff-99a5-00865a66c204.pdf

THE AMBASSADOR HOTEL, LTD.

DISCLAIMER

(Translation)

THE AMBASSADOR HOTEL, LTD. Table of Contents

THE AMBASSADOR HOTEL, LTD. Procedure & Agenda for the 2021 Annual Meeting of Shareholders

Procedures

I. Call the Meeting to Order

II. Chairman’s Remarks

III. Agenda

A. Report items

B. Ratification and Discussion Items:

C. Election Items:

D. Other Items:

E. Extemporary motion

IV. Meeting Adjourned

THE AMBASSADOR HOTEL, LTD. Rules and Procedures of Shareholders' Meetings

Report Items

Item 1 Operation Report of 2020

I. Business Report

Business Report of THE AMBASSADOR HOTEL CO., LTD.

FROM JANUARY 01 to DECEMBER 31, 2020

II. Financial Report

1. BALANCE SHEETS

2. STATEMENTS OF COMPREHENSIVE INCOME

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) December 31, 2020 and 2019

THE AMBASSADOR HOTEL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019

ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2020 and 2019

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2020 and 2019

ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE

THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Net defined benefit liabilities

Other Matter – Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Net defined benefit liabilities

Other Matter – Making Reference to the Audits of Component Auditors

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

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

Other

Notice to Readers

Item 2 The 2020 Audit Committee’ Report

THE AMBASSADOR HOTEL CO., LTD. Audit Committee’s Review Report

To the 2021 General Shareholders’ Meeting of THE AMBASSADOR HOTEL CO., LTD.,

Item 3 To report 2020 Distribution of Employees’ compensation and Directors’ Remuneration

Item 4 Other Matters

Item 5 Outlook

Ratification and Discussion Items

(Proposed by the Board of Directors)

Explanatory Notes:

Resolution:

(Proposed by the Board of Directors)

Explanatory Notes:

AMBH AGM Information 2021