CATHAY RED - AGM Information 2020

Stock Code：2501

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2020 Annual General Shareholders'

Meeting Agenda Handbook

Meeting Time ： June 12, 2020, at 9 ： 00 a.m.

Place ： 2F., No. 6, Section 3, Minsheng East Road, Taipei, Taiwan R.O.C.

Courtyard by Marriott Taipei Downtown (Lily Meeting Room) http://www.cathay-red.com.tw

I. Meeting Agenda ...........................................................................1 1. Matters to Report (1) 2019 Business Report.................................................2 (2) Audit Committee’s Review Report............................6 (3) 2019 Compensation Report for Employees and Directors.....................................................................7 2. Matters for Acknowledgement (1) 2019 Business Report and Financial Statements.......8 (2) 2019 Earnings Distribution.......................................30 3. Matters for Election (1) Re-election of directors due to expiry of term in office...……………………………..…………........32 4. Matters for Discussion (1) Proposal for releasing the prohibition on the Company’s 19th board of directors from participation in competitive business ………………....................38 5. Provisional Motion(s) II. Appendix 1. Articles of Incorporation...................................................41 2. Rules of Procedure for Shareholder Meetings..................54 3. Procedures for Election of Directors................................65 4. Shareholdings of Directors...............................................70

Cathay Real Estate Development Co., Ltd.

2020 Shareholder Meeting Agenda

Commencement of Meeting
Chairman's Remarks
Matters to Report
(1) 2019 Business Report
(2) Audit Committee’s Review Report
(3) 2019 Compensation Report for Employees and Directors.
Matters for Acknowledgement
(1) Adoption of 2019 Business Report and Financial Statements
(2) Adoption of Proposal for 2019 Earnings Distribution
Matters for Election
(1) Re-election of directors due to expiry of term in office.

6. Matters for Discussion

(1) Proposal for releasing the prohibition on the Company’s 19th board of directors from participation in competitive business.
Provisional Motion(s)
Adjournment

1. Matters to Report

(1) 2019 Business Report

In 2019, the world economy braced for sharp slowdown due to the ongoing US-China trade war. Nevertheless, the domestic economy had started to boom as a result of orders diverted from China due to the trade war and the return of overseas Taiwanese businesses. According to the preliminary statistics of the Directorate General of Budget, the economic growth rate in the world for 2019 was 2.71%, similar to previous year's 2.75%, which showed the sign of economic recovery. The return of overseas Taiwanese businesses also benefits real estate market. Except for boosting the prices in the market of commercial buildings and industrial real estate, it also helps boost consumer confidence. The real estate market continues to recover, and current price in the market continues to grow stably; the number of purchase and sales in the housing market is over 300,000, indicating three consecutive years of growth. The Company has grasped the opportunity to introduce six pre-sale projects, including " Tree River.Cathay's Home Ⅱ " in Banqiao District, " Cathay Uptown " in Tucheng District, " Lagom " in Xindian District, Have a Rich Year " in Beitou District, " Cathay mega plus " in Taichung City and " City Landmark " in Tainan City, plus one built-project " Cathay Sigma " in Kaohsiung City, seven projects in total. Since our products meet the demand of consumers, these projects were sold at prices higher than the average level of their neighborhood areas. Over 80% of the aforementioned projects were sold as of the end of 2019, beating our target amount. In terms of revenue, the revenue

from four projects was recognized, including " Cathay New Village " in Taipei City, " Cathay Prosperity " in Taoyuan City, " Chief Executive Officer " in Taichung City and " Cathay Sigma " in Kaohsiung City as well as the remaining parts of the previous year. The total revenue of the year is around NT$9.7366 billion.

Looking into 2020, the tension of the US-China trade war started to slow down, and the global economy had originally expected to grow mildly and stably, but the outbreak of COVID-19 in the beginning of the year has damaged many countries in the world, mounting uncertainties to the recovery of economy this year. As for domestic economy, it will certainly decline due to the effect of the outbreak. In terms of capital, it is expected that the environment will remain low interest rate. In terms of government policy, with the ruling party unchanged after the presidential election, it is expected the domestic policy may remain unchanged. In addition, the government has actively encourage overseas funds to return, which is conducive to the subsequent development of real estate market. As for the market, the demand continues to pick up. Construction companies actively arrange land purchase. It is expected that the construction companies in the industry will be more active in introducing new projects, and that the real estate market may continue to recover, save for the fact that many people are less willing to go out during the outbreak of COVID-19. It shall only last for a short period of time, and the the market shall restore its order after the outbreak is under control. The Company keeps up with industry trends and is expected to introduce "Neverland" in Taoyuan in the

first half year; and " Cathay Opulence " in Xindian District, "Dreamland" in Taoyuan, " Chenggong New Town Area A " (an urban renewal project) in Nangang Disctrict in the second half of the year. There will be four projects to be introduced in 2020. Although the number of new projects introduced is reduced due to the allocation of reserve lands, we plan to improve the sales performance by setting higher sell-through rate. As for the remaining land reserve, we will actively get them ready, and determine the timing of introducing new projects based on the market status.

Besides, the Company's operational policies this year include "strengthen the core business; accelerate digital integration" and "create value; boost brand image." With strengthened core business as foundation, the Company will actively transform through digital integration, create added-value to its products and services and make good use of its brand image. In terms of future development strategy, becoming an integrated real estate developer remains the Company's goal. For the current core business, the Company will, in addition to the basic land reserve, develop lands under diversified methods, such as choosing pooling of capital and participating in urban renewal projects. In regards to investment, businesses in health management and hotels have been under stable operation. We will put equal emphasis on both benefits optimization and operation expansion, so as to improve the quantity and quality of our services and expand our business landscape. Furthermore, the Company also actively assesses the inclusion of other new businesses in hope of expanding its developmental and operational landscape to create higher

profits.

Ladies and gentlemen, dear shareholders, I'd like to express my most profound appreciation for your presence today. And

I wish you good health and good luck, thank you!

Chairman: Ching-kuei Chang President: Hung-Ming Lee Chief Accountant: Yo-Chi Lo

(2) Audit Committee’s Review Report

The financial statements(including consolidated financial statements) of Cathay Real Estate Development covering the period from January 1 to December 31, 2019, and the business report and earning distribution plan have been prepared and submitted by the Board of Directors of the Company. The financial statements(including consolidated financial statements) were audited by Jung-Huang Hsu, CPA, and Chien-Che Huang, CPA, of Ernst & Young, who issued an auditors’ report.

The above statements and reports have been examined by the Audit Committee and no irregularities were found. We hereby report as above in accordance with Article 14-4 of

the Securities and Exchange Act and Article 219 of the Company Act. Please kindly approve.

2020 Annual Meeting of Shareholders

Cathay Real Estate Development Co., Ltd.

Auditing Committee: Shiou-Ling Lin

April 23 2020

(3) 2019 Compensation Report for Employees and Directors

Explanation:

Conducted in accordance with Article 27 of the Articles of Incorporation.
2019 Financial Statements have been audited by Ernst & Young. The earnings before tax are NT$1,508,596,018 where 0.1% amounting to NT$1,508,596 is allotted as 2019 total employee compensation, and 0.159% amounting to NT$2.4 million is allotted as 2019 total directors compensation. The above compensation is to be distributed in cash.

2. Matters for Acknowledgement

(1) Adoption of 2019 Business Report and Financial Statements.

[Proposed by the Board of Directors]

Explanation:

The Company's 2019 Financial Statements have been audited by Jung-Huang Hsu /CPA and Huang Chien-Che/CPA from Ernst & Young, and an unqualified audit report has been issued.
The above Financial Statements, together with the Business Report, have been reviewed by the Company's audit committee.
Please refer to pages 2 to 5, and 9 to 29 of this handbook.

Resolution:

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English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

Parent Company Only Balance Sheet

As at 31 December 2019 and 31 December 2018

			(Expressed in thousan	(Expressed in thousan	ds of New Taiwan Dollars)	ds of New Taiwan Dollars)
Assets			December 31,2019		December 31,2018
Code	Items	Notes	Amount	�	Amount	�
1100 1120 1150 1170 1200 1220 130x 1410 1470 1480 11xx 1517 1550 1600 1755 1760 1780 1840 1900 15xx 1xxx	Current assets Cash and Cash equivalents Financial Assets At Fair Value Through Other Comprehensive Income-Current Notes Receivable(Net) Accounts Receivable(Net) Others Receivable Current Tax Assets Inventories Prepayments Others Current-Assets Revenue from Contracts with Customers Total Current-Assets Non-Currents Assets Financial Assets At Fair Value Through Other Comprehensive Income-Non-Current Investment Accounted for Using Equity Method Property,Plant and Equipment Right-of-use Asset Investment property(Net) Intangible Assets Deferred Tax Assets Other Non-Currents Assets Total Non-Currents Assets Total Assets	4 & 6(1) & 7 4 & 6(2) 4 & 6(3),(20) 4 & 6(4),(20)& 7 4 & 6(25) 4 & 6(5) & 7 6(10) 3 & 6(5),(19) 4 & 6(2) 4 & 6(6) 4 & 6(7) 3 & 4 & 6(21) 4 & 6(8) 4 & 6(9) 4 & 6(25) 6(10) &�	$1,638,228 2,454,341 39,048 55,615 9,568 59 26,538,616 1,228 50,409 671,760	4 5 - - - - 56 - - 1	$925,462 2,620,886 23,164 230,089 2,195 59 25,991,144 119,074 354,840 481,597	2 6 - - - - 56 - 1 1
			31,458,872	66	30,748,510	66
			2,234,695 1,542,646 72,394 38,373 10,891,199 1,533 428,022 947,263	5 3 - - 23 - 1 2	1,637,651 1,652,433 66,611 - 11,122,684 778 408,941 1,054,493	3 4 - - 24 - 1 2
			16,156,125	34	15,943,591	34
			$47,614,997	100	$46,692,101	100

(The accompanying notes are an integral part of these parent company only financial statements)

English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

Parent Company Only Balance Sheet(Continue)

As at 31 December 2019 and 31 December 2018

			(Expressed in thousand	(Expressed in thousand	s of New Taiwan Dollars)	s of New Taiwan Dollars)
Liabilities and Equity			December 31,2019		December 31,2018
Code	Items	Notes	Amount	�	Amount	�
2100 2110 2130 2150 2170 2180 2200 2230 2280 2300 2320 21xx 2530 2540 2570 2580 2600 25xx 2xxx 3100 3110 3200 3300 3310 3320 3350 3400 3xxx	Current Liabilities Short-term Loans Short-term Notes Payable Contract Liability-Current Notes Payable Accounts Payable Accounts Payable�Related Parties Others Payable Current Tax Liabilities Current lease liability Other-Current Liabilities Long-Term Liabilities-Current Portion Total Current-Liabilities Non-Current Liabilities Corporate Bonds Long-term Loans Deferred Tax Liabilities Non-Current lease liability Other Non-Current Liabilities Total Non-Current Liabilities Total Liabilities Equity Capital stock Common Stock Capital Surplus Retained earnings Legal Capital Reserve Special Capital Reserve Unappropriated Retained Earnings Total Retained Earnings Other Equity Total Equity Total Liabilities and Equity	4 & 6(11) & 7 4 & 6(12) 4 & 6(19) 7 4 & 6(25) 3 & 4 & 6(21) 4 4 & 6(13),(14) 4 & 6(13) 4 & 6(14) 4 & 6(25) 3 &4 & 6(21) 4 & 6(15) & 7 4 6(16) 6(17) 6(18)	$6,900,000 499,540 3,526,415 144,213 440,989 211,266 189,958 59,821 19,300 180,710 6,000,000	15 1 8 - 1 - - - - - 13	$8,150,000 - 3,626,329 90,385 392,450 590,534 207,715 - - 114,659 4,200,000	18 - 8 - 1 1 - - - - 9
			18,172,212	38	17,372,072	37
			- 4,799,510 10,049 13,952 241,182	- 10 - - 1	3,000,000 998,050 10,049 - 237,194	6 2 - - 1
			5,064,693	11	4,245,293	9
			23,236,905	49	21,617,365	46
			11,595,611 31,628 4,352,457 504,189 7,455,300	24 - 9 1 16	11,595,611 25,783 3,991,496 504,189 8,877,586	25 - 9 1 19
			12,311,946 438,907	26 1	13,373,271 80,071	29 -
			24,378,092	51	25,074,736	54
			$47,614,997	100	$46,692,101	100

(The accompanying notes are an integral part of these parent company only financial statements)

2018	�	100 (75) 25 - 25 (7) - (7) 18 2 - - 10 12 30 (2) 28 - (3) - - 1 (2) 26
	Amount	$12,812,525 (9,544,022) 3,268,503 41 3,268,544 (927,553) (12) (927,565) 2,340,979 274,338 2,514 (1,906) 1,218,883 1,493,829 3,834,808 (225,197) 3,609,611 5,630 (493,136) (486) (1,525) 153,763 (335,754) $3,273,857 After Taxes $3.11
2019	�	100 (76) 24 - 24 (10) - (10) 14 2 - - (1) 1 15 (1) 14 - 4 - - - 4 18
	Amount	$9,736,609 (7,408,970) 2,327,639 41 2,327,680 (927,488) (32) (927,520) 1,400,160 178,467 (13,254) (9,911) (50,775) 104,527 1,504,687 (134,182) 1,370,505 (6,710) 368,350 675 1,342 (1,573) 362,084 $1,732,589 After Taxes $1.18
Notes		4 & 6(8),(19) & 7 4 & 6(5),(7),(8),(21),(22) & 7 4 & 6(7),(8),(21),(22) & 7 4 & 6(20) 4 & 6(23) & 7 4 & 6(6) 4 & 6(25) 6(24),(25) 6(26)
Items		Operating Revenue Operating Cost Gross Margin Realized sales profit Gross Margin(net) Operating Expense Administrative Expense Expected credit loss Total Operating Expense Operating Income Non-Operating Income and Expenses Other Revenues Other Gain or Loss Finance Costs Investment Income on Equity-Method Investees Total Non-Operating Income and Expenses Income before Income Tax Income Tax (Expense) Benefit Net income Other Comprehensive Income Not to be reclassified to profit or loss in subsequent periods Remeasurements of defined benefit plans Valuation gain (losses) on equity instruments at fair value through other comprehensive income Share of the other comprehensive income of associates and joint ventures accounted for using the equity method`�`not to be reclassified to profit or loss in subsequent periods Income taxes relating to not to be reclassified to profit or loss in subsequent periods To be reclassified to profit or loss in subsequent periods Share of the other comprehensive income of associates and joint ventures accounted for using the equity method`�`to be reclassified to profit or loss in subsequent periods Other comprehensive (losses) income, net of tax Total comprehensive (losses) income Basic Earnings Per Share (In dollars) Basic Earnings Per Share
Code		4000 5000 5900 5920 5950 6000 6200 6450 6900 7000 7010 7020 7050 7070 7900 7950 8200 8300 8310 8311 8316 8330 8349 8360 8380 8500 9750

	Total	3XXX	$22,768,502 416,130	23,184,632 - (1,391,473) 7,720 3,609,611 (335,754)	3,273,857	$25,074,736	$25,074,736 - (2,435,078) 5,845 1,370,505 362,084	1,732,589 -	$24,378,092
Other Equity	Remeasuremen ts of defined benefit plans	3445	$20,321 -	20,321 - - - - 3,619	3,619	$23,940	$23,940 - - - - (4,693)	(4,693) -	$19,247
	Unrealized valuation (losses) gains from available-for- sale financial assets	3425	$428,369 (428,369)	- - - - - -	-	$-	$- - - - - -	- -	$-
	Unrealized (losses) gains from financial assets at fair value through other comprehensive income	3420	$- 459,529	459,529 - - - - (493,136)	(493,136)	$(33,607)	$(33,607) - - - - 368,350	368,350 (3,248)	$331,495
	Exchange differences resulting from translating the financial statements of foreign operations	3410	$(64,025) -	(64,025) - - - - 153,763	153,763	$89,738	$89,738 - - - - (1,573)	(1,573) -	$88,165
Retained Earnings	Unappropriated Retained Earnings	3350	$6,418,942 384,970	6,803,912 (144,464) (1,391,473) - 3,609,611 -	3,609,611	$8,877,586	$8,877,586 (360,961) (2,435,078) - 1,370,505 -	1,370,505 3,248	$7,455,300
	Special Capital Reserve	3320	$504,189 -	504,189 - - - - -	-	$504,189	$504,189 - - - - -	- -	$504,189
	Legal Capital Reserve	3310	$3,847,032 -	3,847,032 144,464 - - - -	-	$3,991,496	$3,991,496 360,961 - - - -	- -	$4,352,457
	Capital Surplus	3200	$18,063 -	18,063 - - 7,720 - -	-	$25,783	$25,783 - - 5,845 - -	- -	$31,628
	Capital Stock	3100	$11,595,611 -	11,595,611 - - - - -	-	$11,595,611	$11,595,611 - - - - -	- -	$11,595,611
	Items		Balance on 1 January 2018 Effects on retrospective application and restatement Balance on 1 January 2018 (Adjusted) Appropriation and distribution of earnings for the year 2017 Legal Capital Reserve Cash dividends on common stock Changes in other capital surplus Net income for the year ended 31 December 2018 Other comprehensive income (loss), net of tax for the year ended 31 December 2018 Total comprehensive income (loss) Balance on 31 December 2018 Balance on 1 January 2019 Appropriation and distribution of earnings for the year 2018 Legal Capital Reserve Cash dividends on common stock Changes in other capital surplus Net income for the year ended 31 December 2019 Other comprehensive income (loss), net of tax for the year ended 31 December 2019 Total comprehensive income (loss) Disposal of equity instruments investments measured at fair value through other comprehensive income Balance on 31 December 2019
		Code	A1 A3 A5 B1 B5 C17 D1 D3 D5 Z1 A1 B1 B5 C17 D1 D3 D5 Z1 Q1

English Translation of Financial Statements Originally Issued in Chinese CATHAY REAL ESTATE DEVELOPMENT CO., LTD. Parent Company Only Statements of Cash Flows For the year-ended 31 December 2019 and 2018

(Expressed in th	(Expressed in th	ousands of New	Taiwan Dollars)
Code	Items	2019	2018
		Amount	Amount
AAAA A10000 A20000 A20100 A20200 A20300 A20900 A21200 A21300 A22400 A22500 A29900 A31130 A31150 A31180 A31200 A31230 A31240 A31270 A32125 A32130 A32150 A32160 A32180 A32230 A33000 A33100 A33500 AAAA BBBB B00010 B00030 B01800 B02400 B02700 B02800 B04500 B05350 B06700 B06800 B07600 BBBB CCCC C00100 C00200 C00500 C00600 C01600 C01700 C04020 C04400 C04500 C05600 CCCC EEEE E00100 E00200	Cash flows from operating activities Net income before tax Adjustments: Depreciation Amortization Provision for bad debt expenses Interest Expenses Interest Income Dividend Income Share of other comprehensive income of subsidiaries, associates and joint ventures Loss (gain) on disposal of property, plant and equipment Gain on disposal of investment property Changes in operating assets and liabilities: Decrease (increase) in notes receivable Decrease (increase) in account receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Decrease (increase) in revenue from contracts with customers Increase (decrease) in contract liability Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payables Increase (decrease) in other current liabilities Cash inflow (outflow) generated from operations Interested received Income taxes paid Net cash flows from (used in) operating activities Cash flow from investing activities Acquisition of financial assets at fair value through other comprehensive income Returns the shares from financial assets at fair value through other comprehensive income Acquired an investment using the equity method Returns the shares from investments using the equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of intangible assets Acquisition of right-of-use asset Increase in other non-current assets Decrease in other non-current assets Dividends received Net cash flows from (used in) investing activities Cash flow from financing activities Increase in short-term loans Decrease in short-term loans Increase in short-term notes payable Decrease in short-term notes payable Proceeds long term debt Decrease in long-term loans Repayment of lease principal Decrease in other non-current liabilities Payment of cash dividends Interest paid Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period	$1,504,687 212,170 734 32 9,911 (2,613) (97,167) 50,775 (2,338) 242,278 (15,884) 272,916 (7,374) (540,272) 117,845 304,431 (190,163) (99,914) 53,828 48,539 (379,268) (6,922) 66,051	$3,834,808 190,843 486 12 1,906 (734) (152,719) (1,218,883) (4,363) 173,324 957 (173,743) 350 635,488 66,563 (280,679) (27,087) (847,328) 61,831 54,330 326,681 19,971 69,256
		1,542,282	2,731,270
		1,307 (92,101)	734 (217,167)
		1,451,488	2,514,837
		(67,123) 4,975 (400,000) 354,661 (26,153) 4,141 (1,489) (7,606) - 107,231 103,453	- - (650,000) 1,785,698 (22,269) 7,456 (140) - (107,871) - 242,220
		72,090	1,255,094
		- (1,250,000) 499,540 - 4,799,510 (2,198,050) (9,677) (2,722) (2,435,078) (214,335)	2,681,000 - - (579,744) - (3,965,451) - (17,269) (1,391,473) (234,261)
		(810,812)	(3,507,198)
		712,766 925,462	262,733 662,729
		$1,638,228	$925,462

(The accompanying notes are an integral part of these parent company only financial statements)

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English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

Consolidated Balance Sheet

As at 31 December 2019 and 31 December 2018

			(Expressed in thousan	(Expressed in thousan	ds of New Taiwan Dollars)	ds of New Taiwan Dollars)
Assets			December 31,2019		December 31,2018
Code	Items	Notes	Amounts	�	Amounts	�
1100 1120 1150 1170 1200 1220 130x 1410 1470 1480 11xx 1517 1600 1755 1760 1780 1840 1900 15xx 1xxx	Current assets Cash and Cash equivalents Financial Assets At Fair Value Through Other Comprehensive Income-Current Notes Receivable(Net) Accounts Receivable(Net) Others Receivable Current Tax Assets Inventories Prepayments Others Current-Assets Revenue from Contracts with Customers Total Current-Assets Non-Current Assets Financial Assets At Fair Value Through Other Comprehensive Income-Non-Current Property,Plant and Equipment Right-of-use Asset Investment property(Net) Intangible Assets Deferred Tax Assets Other Non-Current Assets Total Non-Current Assets Total Assets	4 & 6(1) &7 4 & 6(2) 4 & 6(3),(20) 4 & 6(4),(20)& 7 4 & 6(25) 4 & 6(5) & 7 6(10) 4 & 6(5),(19) 4 & 6(2) 4 & 6(7) 3 & 4 & 6(21) 4 & 6(8) 4 & 6(9) 4 & 6(25) 6(10) & 7	$2,123,443 2,454,341 40,032 266,410 32,220 145 26,551,128 448,484 66,345 671,760	4 5 - - - - 50 1 - 1	$1,620,157 2,620,886 24,209 461,933 424,397 105 26,003,437 511,030 382,155 481,597	3 6 - 1 1 - 53 1 1 1
			32,654,308	61	32,529,906	67
			2,234,994 4,614,222 4,032,193 8,644,878 24,210 544,270 987,055	4 9 7 16 - 1 2	1,637,951 1,858,494 - 11,132,166 20,416 516,233 1,076,222	3 4 - 23 - 1 2
			21,081,822	39	16,241,482	33
			$53,736,130	100	$48,771,388	100

(The accompanying notes are an integral part of these consolidated financial statements)

English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

Consolidated Balance Sheet(Continue)

As at 31 December 2019 and 31 December 2018

(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity	December 31,2019	December 31,2019	December 31,2018	December 31,2018
Code	Items	Notes	Amounts	�	Amounts	�
2100 2110 2130 2150 2170 2180 2200 2230 2280 2300 2320 21xx 2530 2540 2570 2580 2600 2650 25xx 2xxx 3100 3110 3200 3300 3310 3320 3350 3400 31xx 36xx 3xxx	Current Liabilities Short-term Loans Short-term Notes Payable Contract Liability-Current Notes Payable Accounts Payable Accounts Payable-Related Parties Others Payable Current Tax Liabilities Current Lease Liabilities Other-Current Liabilities Long-Term Liabilities-Current Portion Total Current-Liabilities Non-Current Liabilities Corporate Bonds Long-term Loans Deferred Tax Liabilities Non-Current lease liability Other Non-Current Liabilities Investment Accounted for Using Equity Method(Credit) Total Non-Current Liabilities Total Liabilities Equity Capital stock Common Stock Capital Surplus Retained earnings Legal Capital Reserve Special Capital Reserve Unappropriated Retained Earnings Total Retained Earnings Other Equity Total Controlling Interests Non-controlling Interests Total Equity Total Liabilities and Equity	4 & 6(11) & 7 4 & 6(12) 3 & 6(19) 7 4 & 6(25) 3 & 4 & 6(21) 4 4 & 6(13),(14) 4 & 6(13) 4 & 6(14) 4 & 6(25) 3 & 4 & 6(21) 4 & 6(15) & 7 4 & 6(6) 4 6(16) 6(17) 6(18) 6(18)	$7,263,000 1,034,540 3,575,923 144,213 513,373 213,133 501,797 84,308 290,712 198,001 6,000,000	14 2 7 - 1 - 1 - 1 - 11	$8,715,000 260,000 3,651,612 90,385 461,385 595,710 653,898 27,056 - 122,731 4,200,000	18 1 8 - 1 1 1 - - - 9
			19,819,000	37	18,777,777	39
			- 5,102,682 10,049 4,082,899 239,450 -	- 9 - 8 - -	3,000,000 1,405,285 10,049 - 234,590 2,138	6 3 - - - -
			9,435,080	17	4,652,062	9
			29,254,080	54	23,429,839	48
			11,595,611 31,628 4,352,457 504,189 7,455,300	22 - 8 1 14	11,595,611 25,783 3,991,496 504,189 8,877,586	24 - 8 1 18
			12,311,946 438,907	23 1	13,373,271 80,071	27 -
			24,378,092 103,958	46 -	25,074,736 266,813	51 1
			24,482,050	46	25,341,549	52
			$53,736,130	100	$48,771,388	100

(The accompanying notes are an integral part of these consolidated financial statements)

2018	�	100 (74) 26 (10) - (10) 16 2 15 (1) - 16 32 (2) 30 - (4) - 2 - (2) 28 25 5 30 23 5 28
	Amount	$14,294,770 (10,576,571) 3,718,199 (1,485,484) (4,482) (1,489,966) 2,228,233 281,597 2,146,096 (133,801) (13,145) 2,280,747 4,508,980 (267,183) 4,241,797 5,369 (493,136) (1,766) 228,874 (287) (260,946) $3,980,851 $3,609,611 632,186 $4,241,797 $3,273,857 706,994 $3,980,851 After Taxes $3.11
2019	�	100 (73) 27 (14) - (14) 13 2 - (1) - 1 14 (2) 12 - 3 - - - 3 15 12 - 12 15 - 15
	Amount	$11,623,928 (8,461,339) 3,162,589 (1,663,270) (32) (1,663,302) 1,499,287 185,059 27,322 (141,330) - 71,051 1,570,338 (169,980) 1,400,358 (5,937) 368,350 1,187 (30,917) (790) 331,893 $1,732,251 $1,370,505 29,853 $1,400,358 $1,732,589 (338) $1,732,251 After Taxes $1.18
Notes		4 & 6(8),(19) &7 4 & 6(5),(7),(8),(21),(22) &7 4 & 6(7),(8),(21),(22) &7 4 & 6(20) 4 & 6(23) & 7 4 & 6(6) 4 & 6(25) 6(24),(25) 6(26)
Items		Operating Revenue Operating Cost Gross Margin Operating Expense Administrative Expense Expected credit loss Total Operating Expense Operating Income Non-Operating Income and Expenses Other Revenues Other Gain or Loss Finance Costs Investment Income on Equity-Method Investees Total Non-Operating Income and Expenses Income before Income Tax Income Tax (Expense) Benefit Net income Other Comprehensive Income Not to be reclassified to profit or loss in subsequent periods Remeasurements of defined benefit plans Unrealized valuation gain (losses) on equity instruments at fair value through other comprehensive income Income taxes relating to not to be reclassified to profit or loss in subsequent periods To be reclassified to profit or loss in subsequent periods Exchange differences resulting from translating the financial statements of foreign operations Share of the other comprehensive income of associates and joint ventures accounted for using the equity method`�`to be reclassified to profit or loss in subsequent periods Other comprehensive (losses) income, net of tax Total comprehensive (losses) income Net income (losses) attributable to: Equity holders of the parent Non-controlling interests Total comprehensive income (losses) attributable to: Equity holders of the parent Non-controlling interests Basic Earnings Per Share (In dollars) Basic Earnings Per Share
Code		4000 5000 5900 6000 6200 6450 6900 7000 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8316 8349 8360 8361 8370 8500 8600 8610 8620 8700 8710 8720 9750

		Total	3XXX	$23,224,162 416,130	23,640,292 - (1,391,473) 7,720 4,241,797 (260,946)	3,980,851	(895,841)	$25,341,549	$25,341,549 - (2,435,078) 5,845 1,400,358 331,893	1,732,251	(162,517) -	$24,482,050
		Non- Controlling Interests	36XX	$455,660 -	455,660 - - - 632,186 74,808	706,994	(895,841)	$266,813	$266,813 - - - 29,853 (30,191)	(338)	(162,517) -	$103,958
Controlling Interests		Total	31XX	$22,768,502 416,130	23,184,632 - (1,391,473) 7,720 3,609,611 (335,754)	3,273,857	-	$25,074,736	$25,074,736 - (2,435,078) 5,845 1,370,505 362,084	1,732,589	- -	$24,378,092
	Other Equity Retained Earnings	Remeasureme nts of defined benefit plans	3445	$20,321 -	20,321 - - - - 3,619	3,619	-	$23,940	$23,940 - - - - (4,693)	(4,693)	- -	$19,247
		Unrealized valuation (losses) gains from available-for- sale financial assets	3425	$428,369 (428,369)	- - - - - -	-	-	$-	$- - - - - -	-	- -	$-
		Unrealized (losses) gains from financial assets at fair value through other comprehensive income	3420	$- 459,529	459,529 - - - - (493,136)	(493,136)	-	$(33,607)	$(33,607) - - - - 368,350	368,350	- (3,248)	$331,495
		Exchange differences resulting from translating the financial statements of foreign operations	3410	$(64,025) -	(64,025) - - - - 153,763	153,763	-	$89,738	$89,738 - - - - (1,573)	(1,573)	- -	$88,165
		Unappropriat ed Retained Earnings	3350	$6,418,942 384,970	6,803,912 (144,464) (1,391,473) - 3,609,611 -	3,609,611	-	$8,877,586	$8,877,586 (360,961) (2,435,078) - 1,370,505 -	1,370,505	- 3,248	$7,455,300
		Special Capital Reserve	3320	$504,189 -	504,189 - - - - -	-	-	$504,189	$504,189 - - - - -	-	- -	$504,189
		Legal Capital Reserve	3310	$3,847,032 -	3,847,032 144,464 - - - -	-	-	$3,991,496	$3,991,496 360,961 - - - -	-	- -	$4,352,457
		Capital Surplus	3200	$18,063 -	18,063 - - 7,720 - -	-	-	$25,783	$25,783 - - 5,845 - -	-	- -	$31,628
		Capital Stock	3100	$11,595,611 -	11,595,611 - - - - -	-	-	$11,595,611	$11,595,611 - - - - -	-	- -	$11,595,611
		Items		Balance on 1 January 2018 Effects on retrospective application and restatement Balance on 1 January 2018 (Adjusted) Appropriation and distribution of earnings for the year 2017 Legal Capital Reserve Cash dividends on common stock Changes in other capital surplus Net income for the year ended 31 December 2018 Other comprehensive income for the year ended 31 December 2018 Total comprehensive income for the year ended 31 December 2018 Changes In Non-Controlling Interests Balance on 31 December 2018 Balance on 1 January 2019 Appropriation and distribution of earnings for the year 2018 Legal Capital Reserve Cash dividends on common stock Changes in other capital surplus Net income for the year ended 31 December 2019 Other comprehensive income for the year ended 31 December 2019 Total comprehensive income for the year ended 31 December 2019 Changes In Non-Controlling Interests Disposal of financial instruments at fair value through other comprehensive income Balance on 31 December 2019
			Code	A1 A3 A5 B1 B5 C17 D1 D3 D5 O1 Z1 A1 B1 B5 C17 D1 D3 D5 O1 Q1 Z1

English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. Consolidated Statements of Cash Flows

For the year-ended 31 December 2019 and 2018

(Expressedin thousands ofN	(Expressedin thousands ofN	(Expressedin thousands ofN	ewTaiwan Dollars)
Code	Items	2019	2018
		Amount	Amount
AAAA A10000 A20000 A20100 A20200 A20300 A20900 A21200 A21300 A22300 A22500 A22600 A23100 A29900 A30000 A31130 A31150 A31180 A31200 A31230 A31240 A31270 A32125 A32130 A32150 A32160 A32180 A32230 A33000 A33100 A33500 AAAA BBBB B00010 B00030 B01900 B02300 B02700 B02800 B04500 B05350 B05500 B06700 B06800 B07600 BBBB CCCC C00100 C00200 C00500 C00600 C01600 C01700 C04020 C04400 C04500 C05600 C05800 CCCC DDDD EEEE E00100 E00200	Cash flows from operating activities Net income before tax Adjustments: Depreciation Amortization Provision for bad debt expenses Interest Expenses Interest Income Dividend Income Share of other comprehensive income of subsidiaries, associates and joint ventures Loss (gain) on disposal of property, plant and equipment Property,Plant and Equipment transfer to expense Loss (gain) on disposal of investments Cost on disposal of investment property Changes in operating assets and liabilities: Decrease (increase) in notes receivable Decrease (increase) in account receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Decrease (increase) in revenue from contracts with customers Increase (decrease) in contract liability Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payables Increase (decrease) in other current liabilities Cash inflow (outflow) generated from operations Interested received Income taxes paid Net cash flows from (used in) operating activities Cash flow from investing activities Acquisition of financial assets at fair value through other comprehensive income Returns the shares from financial assets at fair value through other comprehensive income Disposal of investments accounted for using the equity method Disposal of subsidiary Acquisition of property, plant and equipment Disposal of property, plant and equipment Acquisition of intangible assets Acquisition of right-of-use asset Disposal of investment property Increase in other non-current assets Decrease in other non-current assets Dividends received Net cash flows from (used in) investing activities Cash flow from financing activities Increase in short-term loans Decrease in short-term loans Increase in short-term notes payable Decrease in short-term notes payable Proceeds long-term debt Decrease in long-term loans Repayment of lease principal Decrease in other non-current liabilities Payment of cash dividends Interest paid Change in non-controlling interests of equity Net cash flows from (used in) financing activities Effect of currency exchange rate on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period	$1,570,338 756,620 12,310 32 141,330 (4,665) (97,167) - 2,496 51 (45,221) 242,278 (15,823) 197,192 390,837 (540,491) 62,545 315,810 (190,163) (75,689) 53,828 51,988 (382,577) (102,098) 75,270	$4,508,980 417,546 15,786 4,482 133,801 (7,297) (152,719) 13,145 898 - (2,128,213) 173,324 (88) (226,351) (18,760) 635,559 63,775 (276,961) (27,086) (853,274) 61,831 (66,428) 330,155 84,044 83,001
		2,419,031	2,769,150
		4,708 (139,618)	7,302 (247,008)
		2,284,121	2,529,444
		(67,123) 4,975 1,748 - (508,922) 6,341 (11,623) (7,606) - - 89,166 97,167	- - - 2,775,858 (881,664) 7,539 (3,194) - 570 (90,296) - 152,719
		(395,877)	1,961,532
		- (1,452,000) 774,540 - 5,102,682 (2,605,285) (347,035) (1,077) (2,435,078) (228,946) (162,517)	2,936,000 - - (619,529) - (3,785,554) - (17,332) (1,391,473) (348,207) (895,841)
		(1,354,716)	(4,121,936)
		(30,242)	23,652
		503,286 1,620,157	392,692 1,227,465
		$2,123,443	$1,620,157

(The accompanying notes are an integral part of these consolidated financial statements)

(2) Adoption of Proposal for 2019 Earnings Distribution.

[Proposed by the Board of Directors]

Explanation:

The Company’s 2019 Earnings Distribution, has according to Article 27 of the Articles of Incorporation, is scheduled to distribute NT$ 1 cash dividend per share, and the undistributed profit from the most recent years shall be distributed first.
Upon resolution at the annual meeting of the shareholders, the board of directors is authorized to set the ex-dividend date and adjust the dividend yield based on actual circumstances.
For table of Earnings Distribution, please refer to page 31 of this manual.

Resolution:

Cathay Real Estate Development Co., Ltd. Earnings Distrbibution Table of the 2019

Unit: NT$ Dollar

	Unit: NT$ Dol
Item	Amount
Retained earnings at the beginning	6,081,547,158
Add: Net income of 2019	1,370,505,167
Less: Legal reserves	137,050,517
Add: Disposal of equity instruments investments measured at fair value through other comprehensive income	3,247,687
Distributable earnings	7,318,249,495
Distributable items:
Shareholders' dividends - Cash	1,159,561,059
Unappropriated retained earnings	6,158,688,436
Note: 1. For the Earnings Distribution, NT$ 1 cash dividend is to be distributed per share, where undistributed earnings from the most recentyears shall be distributed first.

Chairman: Ching-kuei Chang President: Hung-Ming Lee Chief Accountant: Yo-Chi Lo

3. Matters for Election

(1) Re-election of directors due to expiry of term in office.

[Proposed by the Board of Directors]

Explanation:

The current directors of the Company shall end their terms of office on 15 June 2020, and an election shall be held during the Annual Meeting of Shareholders on 12 June of this year.
According to the provisions of Article 17, Paragraph 1 and Paragraph 3 of the Articles of Incorporation, the board shall consist 9 to 15 directors (including at least three independent directors), and an Audit Committee shall be formed by independent directors. According to actual requirements, nine directors (including three independent directors) shall be elected to form the 19th Board of Directors.
Directors elected for the 19th Board of Directors shall immediately take office upon election for a term of three years. The term shall begin on 12 June 2020 and end on 11 June 2023.

Election Results:

Candidates of the Directors and the Independent Directors Profile for the 19th term

Title	Name	Education / Experience
Director	HE HSIN CAPITAL.CO.,LTD.. Representative: Ching-Kuei Chang	Feng Chia University (Bachelor of Architecture) Chairman：Cathay Real Estate Development Co., Ltd.、Cathay Real Estate Management Co., Ltd.、Cathay Healthcare Inc.、Xingbao Medical Network Co., Ltd.、Xingde Co., Ltd.、Xing Lin Co., Ltd.、Cathay Real Estate Foundation. Director：Cathay Charity Foundation. Supervisor：Lin Yuan Property Management Co., Ltd.、Taiwan Real Estate Management Co., Ltd.
		Number of shares held：22,000,000
Director	HE HSIN CAPITAL.CO.,LTD.. Representative: Hung-Ming Lee	Chinese Culture University (Bachelor of law) President：Cathay Real Estate Development Co., Ltd.、Cathay Real Estate Management Co., Ltd. Chairman：Cathay Hospitality Management Co., Ltd.、Cathay Hospitality Management Consultant Co., Ltd.、CMG International One Co., Ltd.、CMG International Two Co., Ltd. Director：Cathay Real Estate Development Co., Ltd.、Cathay Real Estate Management Co., Ltd.、CathayReal Estate Foundation
		Number of shares held：22,000,000

Title	Name	Education / Experience
Director	HE HSIN CAPITAL.CO.,LTD.. Representative: Chung-Yan Tsai	San Francisco State University（Master of Public Administration，MPA） Director： Cathay Real Estate Development Co., Ltd.、 Cathay Life Insurance Co., Ltd.、Cathay Healthcare Inc.、Xingbao Medical Network Co., Ltd.、Xingde Co., Ltd.、Xing Lin Co., Ltd. Senior Vice President： Cathay Real Estate Development Co., Ltd. Vice President： LiangTingEnterprise Co.,Ltd.
		Number of shares held：22,000,000
Director	Cathay Charity Foundation Representative: Tzi-Li Tung	Indiana University(Master of Business Administration，MBA) Director： Cathay Real Estate Development Co., Ltd.、 Cathay Real Estate Foundation、Taiwan Star Telecom Co., Ltd.、Lin Yuan Property Management Co., Ltd.、Cathay Healthcare Management Limited (Cayman)、Hangzhou Kun-Ning Health Consulting Co., Ltd Senior Vice President： CathayReal Estate Development Co.,Ltd.
		Number of shares held：5,941,332

Title	Name	Education / Experience
Director	Cathay Real Estate Foundation Representative: Chung-Chang Chu	York University(Master of Business Administration，MBA) Director： Cathay Real Estate Development Co., Ltd.、 Cathay Life Insurance Co., Ltd. Chairman： May Foong Woolen & Worsted Textile MillLtd.、MayFoongdevelopment Co.,Ltd.
		Number of shares held：2,353,690
Director	Cathay Real Estate Employees’ welfare Committee Representative: Chin-Liang Lin	National Cheng Kung University(Bachelor of Architecture) Director： Cathay Real Estate Development Co., Ltd.、 Cathay Real Estate Management Co., Ltd.、 Cathay Hospitality ManagementCo., Ltd.、 Cathay Hospitality Management Consultant Co., Ltd.、CMG International One Co., Ltd.、 CMG International Two Co., Ltd.、Cathay Healthcare Management Limited(BVI) Hangzhou Kun-Ning Health Consulting Co., Ltd Vice President： Cathay Real Estate Development Co., Ltd. Supervisor： Symphox Information Co.,Ltd.
		Number of shares held：2,754,800

Title	Name	Education / Experience
Independent Director	Shiou-Ling Lin	National Taiwan University (Bachelor of law) Chairman： BaKu Capital Co., Ltd.、DaSheng Venture Capital Co., Ltd. Independent Directors： Cathay Real Estate Development Co., Ltd.、 Accton Technology Corporation Directors： DaSheng Financial Advisor Co., Ltd.、 DaSheng Venture Capital Co., Ltd.、 DaSheng one I Venture Capital Co., Ltd.、 ZHEN HAN Capital Co., Ltd.、HONG CE Investment Co., Ltd.、KHL V Venture Capital Co., Ltd.、Jian-Yong Co., Ltd.、 GuangLiMei Co., Ltd.、DaSheng one II Venture Capital Co., Ltd.、DaSheng II Venture Capital Co., Ltd.、AnDing Co., Ltd.、Mu Ying Co., Ltd.、HONG SHUN Investment Co., Ltd.、An Fu Co., Ltd.、KHL Investment I Ltd.、Scope Star International Limited、Gloss Victory International Limited Lee and Li,Attorneys-at-Law Of Counsel
		Number of shares held：0

Title	Name	Education / Experience
Independent Director	Chih-Wei Wu	California State University(Master of Business Administration，MBA) CEO：Credit Suisse (Taiwan) Executive Chairman：Standard Chartered Bank Taiwan President& Vice President：Hsinchu International Bank Independent Directors： Cathay Real Estate Development Co., Ltd.、Long Chen Paper Co., Ltd、 Preferred Bank Directors： Chi Teh Investment Co. Ltd.、 Taiwan Ham Co., Ltd.、Hematech Biotherapeutics Inc.
		Number of shares held：0
Independent Director	James Y. Chang	Southern Methodist University (J.D.) Independent Directors： Cathay Real Estate Development Co., Ltd. Chang & Associates, Attorneys-at-Law Presiding Lawyer
		Number of shares held：0

4. Matters for Discussion

(1)Proposal for releasing the prohibition on the Company’s 19th board of directors from participation in competitive business.

[Proposed by the Board of Directors]

Explanation:

In accordance with Article 209 of the Company Act, a director who does anything for himself/herself or on behalf of another person that is within the scope of the company's business, shall obtain approval from the shareholders' meeting.
The Company’s directors who are involved in other companies' operations which are the same or similar to the scope of our company's business, shall according to Article 209 of the Company Act, obtain approval from the shareholders' meeting. It is proposed that if the Company director is elected, his/her prohibition from participation in competitive business (details as follows) be released, and the earnings prior to the release will not be deemed to be earnings of the company.

Director	Company where position is held concurrently	Positions
Ching-Kuei Chang	Cathay Healthcare Inc. Lin Yuan Property Management Co., Ltd Taiwan Real Estate Management Co.,Ltd.	Chairman Supervisor Supervisor
Hung-Ming Lee	CMG International One Co., Ltd. CMG International Two Co.,Ltd.	Chairman Chairman
Chung-Yan Tsai	Cathay Life Insurance Co., Ltd. Cathay Healthcare Inc. Liang Ting Enterprise Co., Ltd.	Directors Directors Vice President
Tzi-Li Tung	Lin Yuan Property Management Co., Ltd Cathay Healthcare Management Limited (Cayman) Hangzhou Kun-Ning Health Consulting Co., Ltd Taiwan Star Telecom Co.,Ltd	Directors Directors Directors Directors
Chung-Chang Chu	May Foong Woolen & Worsted Textile Mill Ltd. May Foong development Co., Ltd CathayLife Insurance Co.,Ltd.	Chairman Chairman Directors
Chin-Liang Lin	CMG International One Co., Ltd. CMG International Two Co., Ltd. Hangzhou Kun-Ning Health Consulting Co., Ltd Cathay Healthcare Management Limited (BVI) Symphox Information Co.,Ltd.	Directors Directors Directors Directors Supervisor

Independent Director	Company where position is held concurrently	Positions
Shiou-Ling Lin	DaSheng Venture Capital Co., Ltd. BaKu Capital Co., Ltd. Accton Technology Corporation DaSheng II Venture Capital Co., Ltd. DaSheng Financial Advisor Co., Ltd. DaSheng Venture Capital Co., Ltd. DaSheng one I Venture Capital Co., Ltd. DaSheng one II Venture Capital Co., Ltd. Jian-Yong Co., Ltd. AnDing Co., Ltd. GuangLiMei Co., Ltd. KHL V Venture Capital Co., Ltd. HONG CE Investment Co., Ltd. ZHEN HAN Capital Co., Ltd. HONG SHUN Investment Co., Ltd. Mu Ying Co., Ltd. An Fu Co., Ltd. KHL Investment I Limited (BVI) Scope Star International Limited (BVI) Gloss VictoryInternational Limited(BVI)	Chairman Chairman Independent Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors Directors
Chih-Wei Wu	Chi Teh Investment Co. Ltd. Taiwan Ham Co., Ltd. Hematech Biotherapeutics Inc. Long Chen Paper Co., Ltd. Preferred Bank	Chairman Directors Directors Independent Directors Independent Directors

Resolution:

Provisional Motion(s)

Appendix 1 Cathay Real Estate Development Co., Ltd.,

Articles of Incorporation

Chapter 1 General Provisions

Article 1

The Company shall be named Cathay Real Estate Development Co., Ltd. ("Cathay Real Estate" in short) in accordance with the provisions of Company Limited by Shares in the Company Act.

Article 2

The Company's business scopes are as follows:

F208031 Retail Sale of Medical Equipment.
F301010 Department Stores.
G101041 Passenger Car Rental and Leasing.
G202010 Parking Garage Business.
H701010 Residence and Buildings Lease Construction and Development.
H701020 Industrial Factory Buildings Lease Construction and Development.
H701040 Specialized Field Construction and Development.
H701050 Public Works Construction and Investment.
H701060 New County and Community Construction and Investment.
H701070 Land Levy and Delimit.

H701080 Reconstruction within the renewal area.
H701090 Renovation, or maintenance within the renewal area.
H702010 Construction Management.
H703090 Real Estate Commerce.
H703100 Real Estate Rental and Leasing.
I103060 Management Consulting Services.
I199990 Other Consultancy.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

The operations of the above businesses shall be conducted in accordance with the relevant laws and regulations.

Article 3

The Company may provide endorsements and guarantees due to business requirements.

Article 4

The Company's total reinvestment amount is not restricted by the reinvestment ratio as stipulated in Article 13 of the Company Act.

Article 5

The main office (headquarters) of the Company shall be established in Taipei City, and branches may be established in other appropriate places where necessary, and its setup, closure or change shall be approved by the board of directors.

Article 6

The Company's public notice shall be handled in accordance with the Company Act and other relevant laws and regulations.

Chapter 2 Shareholdings

Article 7

The registered capital of the Company is NT$20 billion, divided into 2 billion shares with a par value of NT$10. The board of directors is authorized to issue the shares in installments.

Article 8

The Company's shares are issued as registered share certificates, signed or sealed by three or more directors of the Company, affixed with the Company's stamp and serial number, and duly authenticated by the competent authority or certifying institution appointed by the competent authority. For the above publicly issued registered shares, the Company may print consolidated share certificates or be exempted from printing any share certificates. However, share certificates shall be placed under the custody of a centralized securities custody enterprise. The same applies for other securities issued.

Article 9

The Company's stock affairs shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies and other relevant

laws and regulations, except as otherwise stated in the Articles of Incorporation.

Article 10

Transfer of the Company's shares is suspended within 60 days before the convening date of the annual shareholders meeting, within 30 days before the special shareholders meeting, and within five days before the date of allocation of dividends and bonuses or other benefits decided by the Company.

Chapter 3 Shareholders Meeting Article 11

The Shareholders meetings are comprised of regular and special meetings, where a regular meeting is conducted annually, within six months upon the close of the fiscal year, and convened by the board of directors. Special meetings may be convened by the board of directors where necessary according to the law, except as otherwise provided by the Company Act. Shareholders shall be notified of the date, place and meeting agenda of regular shareholders meetings, no later than 30 days prior to the meeting date; and no later than 15 days prior to the date of special meetings.

Article 12

The Company's shareholders meeting shall be convened by the board of directors, and chaired by the Chairman of the Board.

For a shareholders meeting convened by any other person having the convening right, he/she shall act as the Chair of

that meeting. However, if there are two or more persons having the convening right, the Chair of the meeting shall be elected from among them.

Article 13

A shareholder of the Company shall have one voting right for each share in his/her/its possession.

Restrictions to the exercise of the above voting rights shall be in accordance with the Company Act and relevant laws and regulations.

Article 14

A shareholder who is unable to attend the shareholders meeting, may appoint a proxy to attend by executing a power of attorney printed by the company, five days before the shareholders meeting, stating the scope of power authorized by the proxy. A shareholder may only execute one power of attorney and appoint one proxy only, except for trust enterprises or stock agencies approved by the competent authority. When a person acts as proxy for two or more shareholders concurrently, the number of voting rights represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted. When the government or a juristic person is a shareholder, its proxy shall not be limited to one person, provided that the voting right that may be exercised shall be calculated on the basis of the total number of voting shares it holds.

Article 15

Resolutions at a shareholders meeting shall, unless otherwise provided in the Company Act, be adopted by a majority vote of the attending shareholders, who represent more than one-half of the total number of voting shares.

Article 16

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

The preparation and distribution of the minutes of shareholders meetings as required in the preceding Paragraph may be effectuated by electronic means or public notice.

Chapter 4 Board of Directors

Article 17

The Company's board of directors is to be formed by nine to 15 directors, comprised of at least three independent directors, and the number shall not be less than one-fifth of the board seats. The members shall be elected from among the shareholders with disposing capacity.

The election of the Company's directors utilizes a candidate nomination system, where shareholders elect the directors from the nominees list during the shareholders meeting. The nomination and election methods shall be in accordance with the Company Act, Securities and Exchange Act and relevant laws and regulations. Assessment of independent directors'

professional qualifications, shareholdings and sideline restrictions, independence and other compliance matters, shall be handled in accordance with the relevant laws and regulations.

The Company's Audit Committee shall be formed by all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. Members of the Audit Committee, execution of power and authority, and other compliance matters, shall be conducted in accordance with the relevant laws and regulations or the Articles of Incorporation, and its Corporate Charter shall be established by the board of directors.

Article 18

The term of office of a director is three years, and he/she may be eligible for re-election. In case no election of new directors is effectuated after expiration of the term of office of existing directors, the out-going directors may extend their period of duty until new directors have been elected and assumed their office.

The eligibility and re-election of the Company's independent directors shall be handled in accordance with the relevant laws and regulations.

The board of directors is authorized to issue compensation to the Company's directors (including independent directors) for their terms in office, by referencing the Company's business status and industry standards.

The Company may, by resolution of the board of directors, purchase liability insurance for its directors or important

employees during their term of duty, for compensation they are liable to during their performance of duties, according to the law.

The board of directors may authorize the Chairman of the Board to handle the amount and renewal of the liability insurance.

Article 19

Three managing directors may be elected by all directors, and the managing directors are to elect one person among themselves as the Chairman of the Board, and one person may be elected as Vice Chairman where necessary. In case no managing directors have been elected, a Chairman of the Board shall be elected by a majority vote among the attending directors at a meeting attended by over two-thirds of the directors, and a Vice Chairman may be elected where necessary.

In case the Company has managing directors, at least one managing director shall be an independent director, and the number shall not be less than one-fifth of the total number of managing directors.

Article 20

The Chairman of the Board shall internally preside over the shareholders meeting, meeting of the board of directors, and meeting of the managing directors, and shall externally represent the Company. In case the Chairman of the Board is on leave or unable to exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case there

is no Vice Chairman, or the Vice Chairman is on leave or unable to exercise his power and authority for any cause, the Chairman of the Board shall designate one of the managing directors to act on his behalf. Where there are no managing directors, one of the directors shall be designated to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting Chairman of the Board.

Article 21

The directors shall attend the meetings of the board in person. If he/she is unable to attend in person, unless otherwise provided in the Company Act, he/she may execute a power of attorney and state therein the scope of authority with reference to the subjects to be discussed at the meeting, by delegating other directors to attend on his/her behalf, but this is only limited to one director.

The convening notice for the above shall be given in writing, e-mail or fax.

If the meeting of the board of directors is conducted by video conference, the directors participating in the video conference shall be deemed to have attended the meeting in person.

Article 22

The power and authority of the Board of Directors are as follows:

Approval of the Corporate Charter.
Decisions regarding business policies.
Review of financial reports.

4.Preparation of profit distribution and deficit compensation.
5.Preparation of capital increases and reductions, and resolution of shares or corporate bonds issuances.
6.Purchase, sale, split, exchange, property rights settlements and all other disposals of immovable properties.
7.Establishment of functional committees and the establishment and amendment of the Corporate Charter.
8.Power and authority authorized by the law, Articles of Incorporation or resolutions of the shareholders meetings.

Article 23

Resolutions of the board of directors shall be recorded in the board meetings minutes, and signed or sealed by the Chair and kept at the Company.

Article 24

Unless otherwise provided in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Chapter 5 Manager

Article 25

The Company may have managers, whose appointment, dismissal and remuneration shall be handled in accordance with the Company Act and relevant regulations.

Chapter 6 Accounting

Article 26

The Company's fiscal year is from 1 January to 31 December

for each year. When the fiscal year has closed, the board of directors shall prepare the following statements, and present these sataements at the shareholders meeting for approval according to the regulations.

Business report.
Financial statements.
Proposals of profit distribution or deficit compensation.

Article 27

If the Company earns profit for the year, 0.1% to 1% of it shall be distributed as employees compensation, and not more than 1% as directors and supervisors compensation. However, the company's accumulated losses shall first be covered.

If there are earnings after the fiscal year closes, besides paying taxes according to the law, the Company shall first offset its previous years' losses, and set aside a legal reserve, set aside or reverse special reserve according to the law, and then allocate 30% to 100% as shareholders dividends and bonuses. The remaining monies, together with the beginning undistributed earnings, shall be the distributable earnings. The board of directors shall prepare a earnings distribution proposal, and submit it at the shareholders meeting for approval. The distribution ratio of the above shareholders’ dividends and bonuses depends on the current year's major financial or working capital planning, and may be adjusted upon resolution of the shareholders meeting.

In response to economic and market environment changes, the Company adopts a diversified investment approach to increase profitability.In consideration of long-term financial

planning and future funding requirements, a residual dividend policy is adopted for the dividend policy, so as to achieve steady growth and sustainable operations.

Based on the Company's operational planning and capital investment, as well as taking into account shareholders' cash inflow requirements, and to avoid over expansion of share capital, earnings are be first distributed in the form of a cash dividend, followed by a stock dividend. However, a cash dividend distribution shall not be less than 50% of total dividend.

Chapter 7 Supplementary Provisions

Article 28

Matters not covered in the Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 29

The Articles of Incorporation were established on 14 September 1964, and the 1st amendment was made on 27 February 1965, 2nd amendment on 30 Mar 1966, 3rd amendment on 20 April 1967, 4th amendment on 6 June 1969, 5th amendment on 25 May 1970, 6th amendment on 6 May 1971, 7th amendment on 19 May 1972, 8th amendment on 7 May 1973, 9th amendment on 17 May 1974, 10th amendment on 30 May 1975, 11th amendment on 14 May 1976, 12th amendment on 21 April 1978, 13th amendment on 16 May 1980, 14th amendment on 22 May 1981, 15th amendment on 27 May 1983, 16th amendment on 25 May 1984, 17th

amendment on 24 May 1985, 18th amendment on 23 May 1986, 19th amendment on 2 May 1987, 20th amendment on 20 May 1988, 21st amendment on 26 May 1989, 22nd amendment on 25 May 1990, 23rd amendment on 17 May 1991, 24th amendment on 22 May 1992, 25th amendment on 14 May 1993, 26th amendment on 20 May 1994, 27th amendment on 26 May 1995, 28th amendment on 24 May 1996, 29th amendment on 23 May 1997, 30th amendment on 22 May 1998, 31st amendment on 19 May 1999, 32nd amendment on 19 May 2000, 33rd amendment on 24 May 2001, 34th amendment on 16 May 2002, 35th amendment on 22 May 2003, 36th amendment on 14 May 2004, 37th amendment on 10 June 2005, 38th amendment on 19 June 2009, 39th amendment on 10 June 2011, 40th amendment on 15 June 2012, 41st amendment on 14 June 2013, 42nd amendment on 6 June 2014, 43rd amendment on 8 June 2016, and 44rd amendment on 8 June 2018.

Appendix 2 Cathay Real Estate Development Co., Ltd., Rules of Procedure for Shareholder Meetings

Article 1 (Basis and Regulatory Compliance)

To establish good governing system of shareholder meetings, build solid supervision functions and enhance management functions, the Rules which are established according to Article 5 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, shall be followed. The rules of procedures for the Company's shareholder meetings, except when otherwise provided by laws and regulations or the Articles of Incorporation, shall be as provided in these Rules.

Article 2 (Summon and Notice of Annual Meeting of Shareholders) The summon and notice of the company's shareholders meetings shall be in accordance with the provisions of Article 171, Article 172, Article 172-1 and Article 185 Paragraph 1 of the Company Act, and Article 26-1, Article 26-2 and Article 43-6 of the Securities and Exchange Act, Article 56-1, Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, and Article 5 and Article 6 of Regulations Governing Content and Compliance Requirements for Shareholders Meeting Agenda Handbooks of Public Companies, or other relevant laws and regulations.

Article 3 (Entrusted to attend the Annual Meeting of Shareholders) A shareholder may appoint a proxy to attend a shareholders

meeting on his/her/its behalf by executing a power of attorney notice printed by the Company stating the scope of power authorized by the proxy.

A shareholder may only execute one power of attorney notice and appoint one proxy only, and shall serve such written proxy to the company no later than five days prior to the date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail, unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

If the shareholder wishes to attend the shareholder meeting or wishes to exercise the right to vote in writing or electronic form, after the power of attorney notice has been delivered to the Company, the shareholder shall notify the Company in writing, two days before the shareholders meeting, of his/her/its intention to cancel the power of attorney. If the shareholder fails to cancel within the stipulated date, the proxy vote shall prevail.

Article 4 (Place and Time of Annual Meeting of Shareholders)

The place for convening a shareholders meeting shall be inside the premises of the Company, or any other place convenient for the shareholders, and suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9 a.m. or later than 3 p.m.

Article 5 (Attendance of Annual Meeting of Shareholders)

The Company shall clearly state the shareholders reporting

time, venue and any other matters to be noted. Shareholders shall attend a shareholders meeting by presenting an attendance card, sign-in card or other identity document. The Company shall not request additional supporting documents from the shareholders to attend the meeting.

The proxy shall bring his/her identification document for verification. The Company shall prepare an attendance book for shareholders to sign in, or the shareholder present may hand in an attendance card in lieu of signing the attendance book.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slip, voting slip, and other meeting materials. Where there is an election of directors, a voting ballot shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 6 (Chair and Attendees of the Annual Meeting of Shareholders)

Convening of shareholders meeting shall be conducted by the Chair in accordance with Article 182-1, Article 208 of the Company Act or other relevant laws and regulations.

The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders meeting.

Shareholders meeting convened by the board of directors, shall be attended by majority of the board of directors and at least one representative from the functional committee required by the Securities and Exchange Act, and the attendance shall be recorded in the shareholders meeting minutes.

Article 7 (Evidence of Process of Annual Meeting of Shareholders) The Company shall document the shareholders meeting by audio or video, and the recorded materials shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recordings shall be retained until the conclusion of the litigation.
Article 8 (Calculation of number of shares representing shareholders present in the Annual Meeting of Shareholders and commencement of meeting) Attendance at a shareholders meeting shall be calculated based on the numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by written or electronic form.
The Chair 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 Chair may announce a postponement. The postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If a quorum is not met after two postponements and the attending shareholders

still represent less than one-third of the total number of issued shares, the Chair shall declare the meeting adjourned.

If a 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 shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 9 (Agenda Discussions)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set in the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply to a shareholders meeting convened by a party with the power to convene, other than the board of directors.

The Chair 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 Chair 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, and decide on the voting pattern and sequence.

Article 10 (Shareholders' Speech)

A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his/her shareholder account number (or attendance card number) and his/her name, and the Chair shall determine the order for speaking.

A shareholder who submits his/her slip for a speech but does not actually speak shall be considered as not having given a speech. If the content of that speech differs from that specified on the slip, the content of the speech shall prevail.

A shareholder shall not speak more than two times for one proposal, unless he/she has obtained prior consent from the Chair, and each speech shall not exceed five minutes. If a shareholder violates the above provisions or his speech exceeds the scope of the motion, the Chair may terminate the speech.

When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained prior consent from the Chair and the said shareholder, and the Chair shall prevent such violations.

If a juristic person shareholder designates two or more representatives at the shareholders meeting, only one representative may speak on the same proposal.

After an attending shareholder has spoken, the Chair may respond in person or designate relevant personnel to respond.

Article 11 (Calculation of Voting Shares and Recusal System) Voting and resolution at the Company's shareholders meetings shall be in accordance with Article 177, Article 178, and Article 180 of the Company Act or other relevant laws and regulations.

Article 11-1 (Voting, monitoring and calculation method)

A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.

When the Company holds a shareholders meeting, it shall list electronic means as one of the ways to exercise voting rights, and may adopt written means to exercise its voting rights. When voting rights are exercised by written or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by written or electronic means will be deemed to have attended the meeting in person. However, his/her rights with respect to extraordinary motions and amendments to original proposals of that meeting are deemed to have been waived.

A shareholder intending to exercise voting rights by written or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the earliest received declaration shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by written or electronic means, in the event the shareholder intends to attend

the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made, by the same means which the voting rights were exercised, 2 days before the date of the shareholders meeting. If the notice of retraction is submitted after the stipulated time, the voting rights already exercised by written or electronic means shall prevail. When a shareholder has exercised voting rights both by written or electronic means, and appointed a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except when otherwise provided in the Company Act and in the Company's Articles of Incorporation, resolutions shall require a majority of the voting rights from the attending shareholders to pass. At the time of a vote, the Chair or designated person shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. The voting results shall be entered into the Market Observation Post System (MOPS).

When there is an amendment or an alternative to a proposal, the Chair 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.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair and the monitoring personnel shall be shareholders of the Company.

Vote counting for proposals or elections in a shareholders meeting shall be conducted in public at the place of the shareholders meeting. Immediately after the vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 12 (Elections)

The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules of the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 13 (Minutes of Meeting)

Matters relating to the resolutions of a shareholders meeting shall be in accordance with Article 183, Paragraph 1 to 4 of the Company Act, compiled and distributed as meeting minutes, and kept permanently during the existence of the Company.

Article 14 (Public Disclosure)

On the day of a shareholders meeting, the Company shall compile in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolutions to the MOPS within the prescribed time period.

Article 15 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or armbands.

The Chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".

When a public address (PA) system is available at the place of a shareholders meeting, and a shareholder attempts to speak through any devices other than the device provided by the Company, the Chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the Chair's correction, obstructs the proceedings and refuses to heed calls to stop, the Chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 16 (Recess and resumption of shareholders meeting)

The Chair may call for breaks during the meeting when appropriate. In an event of force majeure , the Chair may rule the meeting temporarily suspended, and based on the circumstances, announce the time of a resumption of the meeting. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

If the meeting venue is no longer available for continued use and not all of the items on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

Article 17

The Rules, and any amendments hereto, shall be implemented upon approval by the shareholders meetings.

Article 18

The Rules were established on 27 February 1965, and its 1st amendment was made on 23 May 1998, 2nd amendment on 16 May 2002, 3rd amendment on 14 June 2013, 4th amendment on 9 June 2015, 5th amendment on 8 June 2016, and the 6th amendment on 08 June 2018.

Appendix 3 Cathay Real Estate Development Co., Ltd. Procedures for Election of Directors

Amendment made at shareholders meeting on 20 April1967 Amendment made at shareholders meeting on 22 May 1981 Amendment made at shareholders meeting on 25 May 1984 Amendment made at shareholders meeting on 16 May 2002 Amendment made at shareholders meeting on 22 June 2007 Amendment made at shareholders meeting on 14 June 2013 Amendment made at shareholders meeting on 8 June 2016 Amendment made at shareholders meeting on 8 June 2018

Article 1

Except as otherwise provided by law or by the Articles of Incorporation, elections of the Company's directors shall be conducted in accordance with these Procedures.

Article 2

Election of the Company's directors will utilize the candidate nomination system, where directors are elected from the directors nomination list during the shareholders meeting. Elections of directors and supervisors will utilize a cumulative voting system, one share shall have the same voting rights as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or it may be split for election of two or more candidates.

Article 3

For appointment of independent directors in accordance with the Articles of Incorporation, independent directors and non-independent director shall be elected at the same time, and the number of directors will be separately calculated. The qualifications and elections of independent directors shall be in accordance with Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and relevant laws and regulations.

Article 4

Elections of the Company's directors shall be conducted in accordance with the candidate nomination system and procedures established in Article 192-1 of the Company Act. If the dismissal of a director results in a board with fewer than five directors, the Company shall hold a by-election at the next shareholders meeting. When the number of directors falls short by one-third of the total number prescribed in the Company's Articles of Incorporation, a special shareholders meeting shall be held within 60 days from the date of this occurrence to hold a by-election.

When the number of independent directors falls below that required by law, a by-election shall be held at the next shareholders meeting. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of this occurrence to hold a by-election.

Article 5

The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chair drawing lots on behalf of any person not in attendance.

Article6

Before the election begins, the Chair shall appoint a number of persons to perform the duties of vote monitoring and counting. Monitoring personnel shall be shareholders. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before the voting commences.

Article 7

The board of directors shall prepare the ballots, with the number of voting rights associated with each ballot specified, and then distribute these ballots to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of the voting shareholders.

Article 8

If a candidate is a shareholder, the voter shall enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a government organization or corporate shareholder, the name of the government organization or corporate shareholder shall be entered in the column for the candidate's account name on the paper ballot, or both the name of the government organization or corporate shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each representative shall be entered.

Article 9

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by the board of directors.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate, whose name is entered on the ballot, is a shareholder, but the candidate's account name and shareholder account number do not conform with the names and numbers in the shareholder register; or the candidate whose name is entered on the ballot is a non-shareholder, but upon review, shows the candidate's name and identity card number do not match.
Other words or marks are entered in addition to the

candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

The name of the candidate entered on the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided on the ballot to identify such individual.
The number of voting rights allotted to the candidate entered exceeds the total number of voting rights.
Other violations of the laws, Articles of Incorporation or relevant regulations.

Article 10

The voting results shall be calculated on-site immediately after the voting, and the results of the calculation, including the list of elected directors and their respective votes shall be announced by the Chair on-site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 11

The Procedures, and any amendments hereto, shall be implemented upon approval by the shareholders meetings.

Appendix 4 Shareholdings of Directors

As of 14 April 2020, the Company's paid-up capital is NT$ 11,595,610,590, the number of shares issued is 1,159,561,059.
Details of the minimum required combined shareholdings of all directors and supervisors by law,

and shareholdings as per the shareholders' register:

Position	Shareholdings required by law	Shares recorded in shareholders'
Director	32,000,000 shares	33,049,822 shares

Note: Book closure date: 14 April 2020.

Shareholding details of directors and supervisors:

Position	Name	Shares held as at book closure date	Remarks
Chairman	Ching-Kuei Chang	22,000,000	He Hsin Capital.CO.,LTD. representative
Director	Hung-Ming Lee	22,000,000	He Hsin Capital.CO.,LTD. representative
Director	Chung-Yan Tsai	22,000,000	He Hsin Capital.CO.,LTD. representative
Director	Tzi-Li Tung	5,941,332	Cathay Charity Foundation representative
Director	Chung-Chang Chu	2,353,690	Cathay Real Estate Foundation representative
Director	Chin-Liang Lin	2,754,800	Cathay Real Estate Employees’ welfare Committee representative
Independent Director	Shiou-Ling Lin	0
Independent Director	Chih-Wei Wu	0
Independent Director	James Y. Chang	0
Total shares held		33,049,822

AI assistant

CATHAY RED — AGM Information 2020

52129_rns_2020-06-18_c1b991b7-c8b7-44f7-8400-748df4caacf9.pdf

2020 Annual General Shareholders'

Meeting Agenda Handbook

Table of Contents

Cathay Real Estate Development Co., Ltd.

2020 Shareholder Meeting Agenda

6. Matters for Discussion

1. Matters to Report

(1) 2019 Business Report

(2) Audit Committee’s Review Report

(3) 2019 Compensation Report for Employees and Directors

2. Matters for Acknowledgement

(1) Adoption of 2019 Business Report and Financial Statements.

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English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

English Translation of Financial Statements Originally Issued in Chinese CATHAY REAL ESTATE DEVELOPMENT CO., LTD. Parent Company Only Statements of Cash Flows For the year-ended 31 December 2019 and 2018

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English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. Consolidated Statements of Cash Flows

(2) Adoption of Proposal for 2019 Earnings Distribution.

Cathay Real Estate Development Co., Ltd. Earnings Distrbibution Table of the 2019

3. Matters for Election

(1) Re-election of directors due to expiry of term in office.

Candidates of the Directors and the Independent Directors Profile for the 19th term

4. Matters for Discussion

(1)Proposal for releasing the prohibition on the Company’s 19th board of directors from participation in competitive business.

Provisional Motion(s)

Appendix 1

Cathay Real Estate Development Co., Ltd.,

Articles of Incorporation

Chapter 1 General Provisions

Article 2

Article 3

Article 4

Article 5

Article 6

Chapter 2 Shareholdings

Article 8

Article 9

Article 10

Article 12

Article 13

Article 14

Chapter 4 Board of Directors

Article 18

Article 19

Article 20

Article 21

Article 22

Chapter 5 Manager

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Appendix 2

Cathay Real Estate Development Co., Ltd., Rules of Procedure for Shareholder Meetings

Appendix 3

Cathay Real Estate Development Co., Ltd. Procedures for Election of Directors

Article 3

Article 4

Article 5

CATHAY RED AGM Information 2020

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