Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Chateau AGM Information 2021

May 14, 2021

52188_rns_2021-05-14_101381b3-99b3-4238-b681-b31ce696638a.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code:2722

==> picture [271 x 87] intentionally omitted <==

Chateau International Development Co., Ltd.

2021 Annual Meeting of Shareholders

Handbook

Time: 10:00 a.m.on Thursday,May 6, 2021

Place: Hotel Château Anping XUAN Function Rooms(3F., No. 47, Xinjian Rd., South Dist., Tainan City)

Contents

Contents
Page
I. Meeting Procedure ...................................................................... 1
II. Meeting Agenda .......................................................................... 2
1. Report Items ............................................................................ 4
2. Acknowledged Items ............................................................... 12
3. Matters for Discussion ............................................................ 13
4. Other Matters and Extempore Motion .................................... 14
III. Annex
1. Procedures for Ethical Management and Guidelines for
Conduct .................................................................................. 15
2. Comparison Table for the Amended Codes of Ethical
Conduct .................................................................................. 25
3. Consolidated Audit Report of Independent Accountants ....... 28
Consolidated Balance Sheet ................................................ 32
Consolidated Income Statement ......................................... 33
Consolidated Statement of Changes in Equity ................... 35
Consolidated Cash Flow Statement .................................... 36
4. Individual Audit Report of Independent Accountants ............ 38
Individual Balance Sheet .................................................... 42
Individual Income Statement .............................................. 43
Individual Statement of Changes in Equity ........................ 45
Individual Cash Flow Statement ......................................... 46
5. Profit Distribution Table ......................................................... 48
6. Comparison Table of Amended Rules of Procedure for
Shareholders Meetings ............................................................ 49
7. Comparison Table of Amended Rules of Procedure for Board
of Directors Meetings ............................................................. 53
8. Comparison Table of Amended Procedures for Election of
Directors .................................................................................. 57
9. Comparison Table of Amended Rules Governing the Scope of
Powers of Supervisors ............................................................ 68
10. Comparison Table of Amended Articles of Incorporation .... 70

IV. Appendix 1. Articles of Incorporation (Current Articles) ............................ 72 2. Rules of Procedure for Shareholders Meetings (Current Articles) ................................................................................................. 80 3. Current Shareholding of Directors and Supervisors ............... 90 4. The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate ......................................... 91

I. Meeting Procedure

Chateau International Development Co., Ltd.

Procedure for the 2021 Annual Meeting of Shareholders

  • 1.Call the Meeting to Order (report the total shares represented by shareholders present in person or by proxy and the attendance rate)

  • Chairperson Remarks

  • Report items

  • Acknowledged Items

  • Matters for Discussion

  • Other Matters and Extempore Motion

  • Adjournment

1/91

II. Meeting Agenda

Chateau International Development Co., Ltd.

Agenda of 2021 Annual Meeting of Shareholders

Time: 10:00 a.m. on Thursday, May 6, 2021

Place: 3F., No. 47, Xinjian Rd., South Dist., Tainan City (Hotel Château Anping XUAN Function Rooms)

  1. Call the Meeting to Order (report the total shares represented by shareholders present in person or by proxy and the attendance rate)

2. Chairperson Remarks

3. Report items

  • A. 2020 Business Report.

  • B. Supervisors’ Review Report on the 2020 Financial Statements.

  • C. The Status of Endorsement and Guarantee and Loaning of Funds to Others in 2020.

  • D. Report on Remuneration Distribution for Employees, Directors and Supervisors in 2020.

  • E. Report on changes in accounting estimates for the change in the amortization period of certain property, plant and equipment.

  • F. Report on the establishment of “Procedures for Ethical Management and Guidelines for Conduct”.

  • G. Report on the amendment to “Codes of Ethical Conduct”.

  • H. Other report items.

4. Acknowledged Items

  • A. Adopt 2020 Business Report and Financial Statements. B. Adopt 2020 Profit Distribution.

5. Matters for Discussion

  • A. Amendment to “Rules of Procedure for Shareholders Meetings”.

  • B. Amendment to “Rules of Regulations Governing Procedure for Board of Directors Meetings”.

  • C. Amendment to “Procedures for Election of Directors”.

  • D. Amendment to “Rules Governing the Scope of Powers of Supervisors”.

  • E. Amendment to “Articles of Incorporation”.

2/91

  1. Other Matters and Extempore Motion

7. Adjournment

3/91

Report items

1. 2020 Business report.

Explanation:

Dear Sir or Madam Shareholders:

According to the statistics from the Tourism Bureau, Ministry of Transportation and Communications, the number of national overseas and inbound tourists declined by 86.34% and 88.39% in 2020 compared to the same period, and international tourism was put on hold due to the epidemic. The occupancy rate of the hotel declined by 32.39%, the average room rate decreased by NT$155, and the total operating revenue declined by 32.39%. With the concerted efforts of all staff, our consolidated annual room occupancy rate decreased slightly by 2%, the average room rate increased by NT$229, and the total operating revenue decreased by 2.17%.

With the epidemic in Taiwan under tight control, our company has been carefully monitoring every detail of epidemic prevention and carefully taking care of consumers’ needs for hygiene and safety in order to provide a safe and secure resting environment for our guests, hoping that the epidemic can be effectively and steadily controlled in a limited tourism market. All colleagues are working together to strive for stable growth.

I. We would like to report our business results for the year 2020 as follows:

(I) Business Plan Implementation Results

1. Guest rooms:

The Company’s consolidated guest room division received 306,718 visitors in the year 2020, an increase of 15,313 visitors or 5.25% over the year 2019. The room occupancy rate was 78.92% for Château Beach Resort, 59.24% for Hotel Château Anping and 45.02% for Château Rich Hotel, a subsidiary of the Company. Total revenue for the Rooms Division was NT$529,973 thousand, an increase of NT$8,954 thousand or 1.72% over the year 2019.

2. Restaurants:

The Company’s consolidated restaurant division reported revenue of NT$196,200 thousand in the year 2020, a decrease of NT$24,502 thousand or 11.10% from the year 2019.

3. Operating Revenue:

The Company’s consolidated annual revenue for the year 2020 totaled NT$736,669 thousand, a decrease of NT$16,337 thousand or 2.17% compared to 2019.

4/91

(II) Budget Performance Report:

There are no public financial predictions for the year 2020, therefore, they are not applicable.

  • (III) Financial Reporting

  • Net Assets and Liabilities:

As of December 31, 2020, the Company had total consolidated assets of NT$2,570,800 thousand, total consolidated liabilities of NT$597,976 thousand, or 23.26% of total assets, and total consolidated equity of NT$1,972,824 thousand, or 76.74% of total consolidated assets.

2. Profit and Loss:

In 2020, the Company’s consolidated operating and non-operating revenues amounted to NT$765,698 thousand, consolidated operating and non-operating expenses amounted to NT$662,318 thousand, and consolidated net income before tax amounted to NT$103,380 thousand.

(IV) Financial Income and Expenses and Profitability

Item 2020 2019
Operatingrevenue 736,669 753,006
Operatingmargin 327,347 300,426
Netprofit or loss 85,030 36,140
  • (V) Research Development Status: Not applicable.

II. Outline of 2021 business plan and future development strategy

Starting from the blue brimless ocean of Kenting, the bright sunshine has nurtured the friendly character of Château Hotels & Resorts conveying a touching feel. In 2018, the company launched a new brand “Hotel Chateau”, with the main axis of “roaming around the new city with you”, providing all travelers with a “comfortable, enjoyable and friendly” accommodation experience. The first stop is located in Tainan Castle Town, which is full of history, culture and humanity. The hotel combines the leisure atmosphere of the Château Hotels & Resorts with the cultural and scenic features of Castle Town to create 104 comfortable rooms, diversified dining spaces and new living complexes, fusing humanity and fashion, and sensing the new experience of multi-level energy-saving and carbon-reducing green energy.

In addition to adding the ancient city of Tainan and culinary tours to provide more diversified choices for our guests, our company continues to make efforts to combine the local characteristics of culture and natural resources by participating in the special activities in Kenting organized by the Kenting National Park

5/91

Administration and cooperating with various community development associations in Hengchun to promote eco-tourism itineraries; we also actively cooperate with the Pingtung Forestry Administration of the Pingtung County Forestry Bureau to promote the special ecology of the Hengchun Peninsula and In the promotion of ecoeducation policy. Through the Shuangliu Nature Education Center of the Forestry Bureau, we integrate the ecological and humanistic environment, conduct ecotourism study activities, train internal lecturers, and promote environmental and ecological conservation; actively use “tourism” as an “integration platform”, and strengthen the results of cross-region and cross-industry integration links through cross-region, integration, linkage, and alliance, and develop in-depth value-added tourism.

The subsidiary, Château Rich Hotel, is planning a renovation project in 2021, mainly for the renovation of the guest rooms, addition of the bakery department, the coffee bar and the recreation room (gym). The number of rooms has been increased from 54 to 93 and 61 beds have been added for backpackers, offering a wide range of rooms at low, medium and high prices. In order to increase the added value of the hotel and the source of revenue from food and beverage, a bakery department, a coffee bar and a recreation room (gym) are planned to be added, hoping that the hotel will become the first choice when left off at Tainan Railway Station (Tainan Chihkan Cultural Zone) in the future.

  • III. The effect on the company from external competitive environment, regulatory environment and overall business environment

According to the latest forecast released by the Taiwan Economic Research Institute (TEI) in January 2021, the domestic economic growth rate in 2021 was 4.30%. Due to the impact of the epidemic, some production lines have been relocated back to Taiwan; emerging technology demand has been greatly influenced; semiconductor manufacturers continue to invest in advanced processes and benefit from global supply chain restructuring. These factors have attracted foreign investment to Taiwan, making Taiwan’s export performance grow significantly and helping to drive domestic demand performance. The COVID-19 epidemic has extended to the year of 2021 with more than 100 million confirmed cases. With the virus mutating faster than the vaccine, it is difficult for Taiwan to reopen its borders immediately and resume business exchanges and international travel, so people continue to shift their spending abroad domestically.

IV. Future Development Strategy

Looking ahead, our management team is actively responding to the situation and has strengthened the prevention of epidemics. In addition to self-managed

6/91

inspections to provide a safe working environment for employees, we also provide a comfortable and secure resting place for visitors. In the future, while striving to generate greater profits, the company will continue to uphold the spirit of giving back to the community by participating in community development and charityrelated activities. We believe that with the efforts of our management team, we will be able to achieve our goals. Once again, we thank our shareholders for their longterm support and guidance.

7/91

2. Supervisors’ Review Report on the 2020 Financial Statements.

Explanation:

Chateau International Development Co., Ltd.

Supervisors’ Review Report

Hereby

The Board of Directors prepared the Company’s 2020 Financial Statements (including individual financial statements and consolidated financial statements), Business Report and Profit Distribution Table, etc. Among them, 2020 Financial Statements were audited by accountants, YANG, CHAO CHIN and LI, CHI CHEN of Deloitte &Touche with audit reports provided. The aforementioned financial statements, business report and profit distribution table were audited by the supervisors with no incompliance issue found. Hence, the report is prepared in accordance with Article 219 of the Company Act.

Regards,

2021 Annual Shareholders Meeting

Supervisor:

CHEN, MI-JYUAN DU, CIOU-PING CHEN, RUEI-SEN

Feb. 26, 2021

8/91

3. The Status of Endorsement and Guarantee and Loaning of Funds to Others in 2020.

Explanation:

  • (I) There are no endorsements and guarantees in 2020.

  • (II) There are no loaning of funds to others in 2020.

4. Report on Remuneration Distribution for Employees, Directors and Supervisors in 2020.

Explanation:

  • (I) In accordance with Article 23 of the Articles of Incorporation: “If there is profit at the end of each fiscal year, no less than 1% of profit of the current year distributable as employees’ compensation shall be appropriated. The Compensation Committee shall make recommendations and submit them to the Board of Directors for resolution, and the distribution shall be made in shares or cash with the presence of at least two-thirds of the Directors and the approval of a majority of the Directors present, and shall be limited to the employees of the Company and its domestic and foreign controlled or subordinate companies; the so-called controlled or subordinate companies are defined in accordance with Article 369-2, Article 369-3, Article 369-9, Paragraph 2 and Article 369-11 of the Company Act. The terms and conditions and the method of distribution are authorized to be determined by the Board of Directors. The Company may set aside not more than 1% of the above-mentioned profit amount as remuneration to directors and supervisors after the Compensation Committee makes a recommendation and sends it to the Board of Directors for resolution, with the attendance of at least two-thirds of the directors and the approval of a majority of the director’s present. The remuneration to employees and remuneration to directors and supervisors should be reported to the shareholders’ meeting. However, the Company’s accumulated losses shall have been covered first, and then the remuneration to employees and directors and supervisors should be provided in proportion to the aforementioned amount.”

  • (II) The 9th Board of Directors of the Company approved the distribution of employees’ remuneration and directors’ and supervisors’ remuneration for the year 2020 during the 2021 first board of directors’ meeting held on February 5, 2021, which is described as follows

  • Employee compensation: NT$1,070,597, paid in cash.

  • Directors and supervisors’ compensation: NT$48,000, paid in cash.

9/91

5. Report on changes in accounting estimates for the change in the amortization period of certain property, plant and equipment. Explanation:

  • (I) To reasonably reflect the future economic benefits and actual use of the assets, the Company changed the estimated useful lives of certain property, plant and equipment of the Company’s Tainan Branch in accordance with IAS 16 and Article 6 of Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (II) The Company appointed PRUDENTIAL POSITIVE CROSS-STRAIT ASSET IDENTIFICATION, LTD. and PRUDENTIAL CROSSSTRAIT REAL ESTATE APPRAISERS FIRM to conduct the appraisal, and appointed the accountant, YANG, CHAO CHIN, of Deloitte &Touche Firm, to provide a reasonableness analysis and issue a review opinion.

  • (III) According to the appraisal report of PRUDENTIAL POSITIVE CROSS-STRAIT ASSET IDENTIFICATION, LTD., a comprehensive, functional, and economic analysis of the hotel industry was conducted on the main building appurtenances and hotel interior equipment of the Company’s Tainan Branch, and reference was made to public information, the National Federation of Real Estate Appraisers of the Republic of China (R.O.C.), Communiqué No. 4, and the ASA Estimated Normal Useful Under normal maintenance, the durability of the subject building’s ancillary equipment of the Tainan Branch was extended from 40 years to 48 years, and the durability of the subject hotel’s interior equipment was extended from 2 to 15 years to 15 to 20 years.

  • (IV) As approved by the 9th board of directors’ during the fourth 2020 board of directors’ meeting held on September 29, 2020, the Company changed the useful life of some items of property, plant and equipment effective July 1, 2020.

  • (V) This change in estimate decreased the depreciation expense by NT$5,786 thousand in the year 2020.

6. Report on the establishment of “Procedures for Ethical Management and Guidelines for Conduct”.

Explanation:

  • (I) Addition was conducted in accordance with the official document, Ref. No. Tai-Cheng-Chih-Li-Tzu-1090002299 dated February 13, 2020 issued by Taiwan Stock Exchange Corporation.

  • (II) The procedures shall enter into force after it has been adopted by the

10/91

board of directors, delivered to each supervisor, and submitted to a shareholders meeting.

  • (III) Please refer to page 15~24 for the comparison table of the amended “Procedures for Ethical Management and Guidelines for Conduct”.

7. Report on the amendment to “Codes of Ethical Conduct”.

Explanation:

  • (I) Amendment was made in accordance with the official document, Ref. No. Tai-Cheng-Chih-Li-Tzu-1090009468 dated June 3, 2020 issued by Taiwan Stock Exchange Corporation.

  • (II) The code of ethical conduct shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting.

  • (III) Please refer to page 25~27 for the comparison table of the amended “Codes of Ethical Conduct”.

8. Other report items

11/91

Acknowledged Items

Proposal 1 (proposed by the Board of Directors) Proposal: Adopt 2020 Business Report and Financial Statements. Explanation:

  1. 2020 Financial Statements were audited by accountants, YANG, CHAO CHIN and LI, CHI CHEN of Deloitte & Touche with audit reports provided.

  2. The aforementioned financial statements and business report were audited by the supervisors with no incompliance issue found and an audit report prepared. (Please refer to page 4~7 and 28~47)

  3. Please adopt the proposal.

Resolution:

Proposal 2 (proposed by the Board of Directors) Proposal: Adopt 2020 Profit Distribution. Explanation:

  1. The net profit after tax for 2020 was NT$87,591,172.00. After setting aside NT$8,692,721 for legal reserve and NT$17,385,443 for special reserve, and reversing NT$ 27,199,796 for special reserve in accordance with the law, the Company has NT$128,972,491 available for distribution for the year ended December 31, 2020.

  2. We proposed shareholders’ bonus of NT$55,761,481 (NT$0.5 per share cash dividend); the Board of Directors is authorized to set the exdividend date, dividend payment date and other related matters after the resolution of the shareholders’ meeting.

  3. Please refer to page 48 for Profit Distribution Table.

  4. Please adopt the proposal.

Resolution:

12/91

Matters for Discussion

Proposal 1 (proposed by the Board of Directors) Proposal: Amendment to “Rules of Procedure for Shareholders Meetings”.

Explanation:

  1. Amendment was made in accordance with the official document, Ref. No. Tai-Cheng-Chih-Li-Tzu-1090009468 and No. Taiwan-StockGovernance-1100001446, dated June 3, 2020 and Jan. 28, 2021, respectively, issued by Taiwan Stock Exchange Corporation.

  2. Please refer to page 49~52 for the comparison table of the amended “Rules of Procedure for Shareholders Meetings”.

  3. Please vote for approval.

Resolution:

Proposal 2 (proposed by the Board of Directors) Proposal: Amendment to “Rules of Procedure for Board of Directors Meetings”.

Explanation:

  1. Amendment was made in accordance with the official document, Ref. No. Tai-Cheng-Chih-Li-Tzu-1090009468 dated June 3, 2020 issued by Taiwan Stock Exchange Corporation.

  2. Please refer to page 53~56 for the comparison table of the amended “Rules of Procedure for Board of Directors Meetings”.

  3. Please vote for approval.

Resolution:

Proposal 3 (proposed by the Board of Directors) Proposal: Amendment to “Procedures for Election of Directors”. Explanation:

  1. Amendment was made in accordance with the official document, Ref. No. Tai-Cheng-Chih-Li-Tzu-1090009468 dated June 3, 2020 issued by Taiwan Stock Exchange Corporation.

  2. Please refer to page 57~67 for the comparison table of the amended “Procedures for Election of Directors”.

  3. Please vote for approval.

Resolution:

13/91

Proposal 4 (proposed by the Board of Directors) Proposal: Amendment to “Rules Governing the Scope of Powers of Supervisors”.

Explanation:

  1. Amendment was made in accordance with the official document, Ref. No. Tai-Cheng-Chih-Li-Tzu-1090009468 dated June 3, 2020 issued by Taiwan Stock Exchange Corporation.

  2. Please refer to page 68~69 for the comparison table of the amended “Rules Governing the Scope of Powers of Supervisors”.

  3. Please vote for approval.

Resolution:

Proposal 5 (proposed by the Board of Directors) Proposal: Amendment to “Articles of Incorporation”. Explanation:

  1. In accordance with Article 181-2 of the Securities and Exchange Act, listed companies with paid-in capital of less than NT$2 billion that are not in the financial industry shall establish an audit committee as of January 1, 2020, provided that the term of office of the directors and supervisors shall be applicable upon the expiration of their terms of office if the term of office has not yet expired in 2020.

  2. Please refer to page 70~71 for the comparison table of the amended “Articles of Incorporation”.

  3. Please vote for approval.

Resolution:

Other Matters

Extempore Motion

Adjournment

14/91

III. Annex

Chateau International Development Co., Ltd.

Procedures for Ethical Management and Guidelines for Conduct

Article 1 (Purpose of adoption and scope of application)

This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, “Procedures and Guidelines”) are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties.

The scope of application of these Procedures and Guidelines includes the subsidiaries of this Corporation, any incorporated foundation in which this Corporation’s accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by this Corporation.

Article 2 (Applicable subjects)

For the purposes of these Procedures and Guidelines, the term “personnel of this Corporation” refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of this Corporation or its group enterprises and organizations.

Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation.

Article 3 (Unethical conduct)

For the purposes of these Procedures and Guidelines, “unethical conduct” means that any personnel of this Corporation, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.

The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and governmentowned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.

Article 4 (Types of benefits)

For the purposes of these Procedures and Guidelines, the term “benefits” means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.

15/91

Article 5 (Responsible unit and duties)

The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.

To achieve sound ethical corporate management, the General Directors’ Office shall coordinate with relevant departments to conduct the formulation of these Procedures and Guidelines, and establish “Corporate Ethical Management and Social Responsibility Committee” responsible for establishing and supervising the implementation (hereinafter, “responsible unit”) and be in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports (at least once a year) to the board of directors:

  1. Assisting in incorporating ethics and moral values into this Corporation’s business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.

  2. Analyzing and assessing the risks of unethical conduct within the business scope on a regular basis and accordingly adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation’s operations and business.

  3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

  4. Promoting and coordinating awareness and educational activities with respect

  5. to ethics policy.

  6. Developing a whistle-blowing system and ensuring its operating effectiveness.

  7. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

  8. Preparing and retaining properly documented information such as ethical management policy and compliance statements, situations concerning the performance of undertakings and enforcement etc.

Article 6 (Prohibition against providing or accepting improper benefits)

Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of this Corporation shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out:

  1. The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits,

16/91

reception of guests, promotion of business, and communication and coordination.

  1. The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.

  2. Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.

  3. Attendance at folk festivals that are open to and invite the attendance of the general public.

  4. Rewards, emergency assistance, condolence payments, or honorariums from the management.

  5. Money, property, or other benefits offered to or accepted from a person other than relatives or friends; or gifts of property given by another party to the majority of the personnel of this Corporation, provided that they are within the scope of general social norms or normal etiquette.

  6. Property received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient’s spouse or lineal relative, provided that its market value shall not exceed the reasonable value of normal social customs and traditions.

  7. Other conduct that complies with the rules of this Corporation.

Article 7 (Procedures for handling the acceptance of improper benefits)

Except under any of the circumstances set forth in the preceding article, when any personnel of this Corporation are provided with or are promised, either directly or indirectly, any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures:

  1. If there is no relationship of interest between the party providing or offering the benefit and the official duties of this Corporation’s personnel, the personnel shall report to their immediate supervisor, and the responsible unit shall be notified if necessary.

  2. If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this Corporation’s personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then the personnel shall refer the matter to the responsible unit for handling.

“A relationship of interest between the party providing or offering the benefit and the official duties of this Corporation’s personnel,” as referred to in the preceding paragraph, refers to one of the following circumstances:

  1. When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.

  2. When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.

  3. Other circumstances in which a decision regarding this Corporation’s business, or the execution or non-execution of business, will result in a beneficial or adverse impact.

17/91

The responsible unit of this Corporation shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved.

Article 8 (Prohibition of and handling procedure for facilitating payments)

This Corporation shall neither provide nor promise any facilitating payment.

If any personnel of this Corporation provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit.

Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.

Article 9 (Procedures for handling political contributions)

When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, personnel of this Corporation shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.

When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, personnel of this Corporation shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall be made in accordance with the following provisions, reported to the supervisor in charge for approval, and a notification given to the responsible unit:

  1. It shall be ascertained that the political contribution is in compliance with the laws and regulations governing political contributions in the country in which the recipient is located, including the maximum amount and the form in which a contribution may be made.

  2. A written record of the decision-making process shall be kept.

  3. Account entries shall be made for all political contributions in accordance with applicable laws and regulations and relevant procedures for accounting treatment.

  4. In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests of this Corporation with the related government agencies shall be avoided.

Article 10 (Procedures for handling charitable donations or sponsorships)

Charitable donations or sponsorships by this Corporation shall be provided in accordance with relevant laws and regulations and relevant internal operation procedure of this Corporation and the following provisions and reported to the supervisor in charge for approval, and a notification shall be given to the responsible unit:

  1. It shall be ascertained that the donation or sponsorship is in compliance with the laws and regulations of the country where this Corporation is doing business.

18/91

  1. A written record of the decision making process shall be kept.

  2. A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.

  3. The returns received as a result of any sponsorship shall be specific and reasonable, and the subject of the sponsorship may not be a counterparty of this Corporation’s commercial dealings or a party with which any personnel of this Corporation has a relationship of interest.

  4. After a charitable donation or sponsorship has been given, it shall be ascertained that the destination to which the money flows is consistent with the purpose of the contribution.

Article 11 (Recusal)

When a director , supervisor, officer or other stakeholder of this Corporation attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

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.

If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel’s job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.

Article 12 (Special unit in charge of confidentiality regime and its responsibilities)

This Corporation shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of this Corporation’s trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.

All personnel of this Corporation shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of this Corporation of which they have learned, nor may they

19/91

inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of this Corporation unrelated to their individual duties.

Article 13 (Prohibition against unfair competition)

This Corporation shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

Article 14 (Prevention of damage caused by products and services to stakeholders)

This Corporation shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of this Corporation to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services.

This Corporation shall adopt and publish on its website a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders.

Where there are media reports, or sufficient facts to determine, that this Corporation’s products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, this Corporation shall immediately recall those products or suspend the services, verify the facts and present a review and improvement plan.

The responsible unit of this Corporation shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.

Article 15 (Prohibition against insider trading and non-disclosure agreement)

All personnel of this Corporation shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading.

Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.

Article 16 (Compliance and announcement of policy of ethical management)

20/91

This Corporation shall request its directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy.

This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company’s websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

Article 17 (Ethical management evaluation prior to development of commercial relationships)

Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, this Corporation shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.

When this Corporation carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

  1. The enterprise’s nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.

  2. Whether the enterprise has adopted an ethical management policy, and the status of its implementation.

  3. Whether enterprise’s business operations are located in a country with a high risk of corruption.

  4. Whether the business operated by the enterprise is in an industry with a high risk of bribery.

  5. The long-term business condition and degree of goodwill of the enterprise.

  6. Consultation with the enterprise’s business partners on their opinion of the enterprise.

  7. Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.

Article 18 (Statement of ethical management policy to counterparties in commercial dealings)

Any personnel of this Corporation, when engaging in commercial activities, shall make a statement to the trading counterparty about this Corporation’s ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.

Article 19 (Avoidance of commercial dealings with unethical operators)

All personnel of this Corporation shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have

21/91

engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement this Corporation’s ethical management policy.

Article 20 (Stipulation of terms of ethical management in contracts)

Before entering into a contract with another party, this Corporation shall gain a thorough knowledge of the status of the other party’s ethical management, and shall make observance of the ethical management policy of this Corporation part of the terms and conditions of the contract, stipulating at the least the following matters:

  1. When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator’s identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party as damages, and may also deduct the full amount of the damages from the contract price payable.

  2. Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.

  3. Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.

Article 21 (Handling of unethical conduct by personnel of this Corporation)

As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this Corporation will grant a reward depending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.

This Corporation shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for insiders and outsiders of this Corporation to submit reports. A whistleblower shall at least furnish the following information:

  1. the whistleblower’s name and I.D. number (whistleblowing reports may be submitted anonymously), and an address, telephone number and e-mail address where it can be reached.

  2. the informed party’s name or other information sufficient to distinguish its identifying features.

  3. specific facts available for investigation.

Personnel of this Corporation handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing.

The responsible unit of this Corporation shall observe the following procedure in handling whistleblowing matters:

22/91

  1. An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive.

  2. The responsible unit of this Corporation and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department.

  3. If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or this Corporation’s policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, this Corporation will report to the competent authority, refer said person to judicial authority for investigation, or institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.

  4. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.

  5. With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.

  6. The responsible unit of this Corporation shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

Article 22 (Actions upon event of unethical conduct by others towards this Corporation)

If any personnel of this Corporation discovers that another party has engaged in unethical conduct towards this Corporation, and such unethical conduct involves alleged illegality, this Corporation shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, this Corporation shall additionally notify the governmental anti-corruption agency.

Article 23 (Internal awareness sessions and establishment of a system for rewards, penalties, and complaints, and related disciplinary measures)

The responsible unit of this Corporation shall organize 1 awareness session each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries.

This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints.

If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation.

23/91

This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.

Article 24 (Enforcement)

These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting.

When these Procedures and Guidelines are submitted to the board of directors for discussion, each independent director’s opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the board of directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the board of directors meeting.

This Procedure was established on May 12, 2020.

24/91

Chateau International Development Co., Ltd.

Comparison Table of Amended Codes of Ethical Conduct

Articles after Amendment Articles before Amendment Description
Article 2: (Content of the
code)
1. Prevention of conflicts of
interest:
Conflicts of interest occur
when personal interest
intervenes or is likely to
intervene in the overall interest
of the company, as for
example when a director,
supervisor, or managerial
officer of the company is
unable to perform their duties
in an objective and efficient
manner, or when a person in
such a position takes
advantage of their position in
the company to obtain
improper benefits for either
themselves or their spouse, or
relatives within the second
degree of kinship. The
company shall pay special
attention to loans of funds,
provisions of guarantees, and
major asset transactions or the
purchase (or sale) of goods
involving the affiliated
enterprise at which a director,
supervisor, or managerial
officer works. The company
shall establish a policy aimed
at preventing conflicts of
interest, and shall offer		 Article 2: (Content of the
code)
1. Prevention of conflicts of
interest:
Conflicts of interest occur
when personal interest
intervenes or is likely to
intervene in the overall
interest of the company, as
for example when a director,
supervisor, or managerial
officer of the company is
unable to perform their duties
in an objective and efficient
manner, or when a person in
such a position takes
advantage of their position in
the company to obtain
improper benefits for either
themselves or their spouse,
parents, children, or relatives
within the second degree of
kinship. The company shall
pay special attention to loans
of funds, provisions of
guarantees, and major asset
transactions or the purchase
(or sale) of goods involving
the affiliated enterprise at
which a director, supervisor,
or managerial officer works.
The company shall establish a
policy aimed at preventing
conflicts of interest, and shall		 1.
Considering
that parents
and children
are relatives
within the
second
degree of
kinship,
hence, the
text is
simplified.

25/91

Articles after Amendment Articles before Amendment Description
appropriate means for
directors, supervisors, and
managerial officers to
voluntarily explain whether
there is any potential conflict
between them and the
company.
(Paragraphs 2 to 6 are omitted)
7. Encouraging reporting on
illegal or unethical activities:
The company shall raise
awareness of ethics internally
and encourage employees to
report to a company
supervisor, managerial officer,
chief internal auditor, or other
appropriate individual upon
suspicion or discovery of any
activity in violation of a law or
regulation or the code of
ethical conduct. To encourage
employees to report illegal
conduct, the company shall
establish a concrete
whistle-blowing system,allow
anonymous reporting, and
make employees aware that
the company will use its best
efforts to ensure the safety of
informants and protect them
from reprisals.		 offer appropriate means for
directors, supervisors, and
managerial officers to
voluntarily explain whether
there is any potential conflict
between them and the
company.
(Paragraphs 2 to 6 are
omitted)
7. Encouraging reporting on
illegal or unethical activities:
The company shall raise
awareness of ethics internally
and encourage employees to
report to a company
supervisor, managerial
officer, chief internal auditor,
or other appropriate
individual upon suspicion or
discovery of any activity in
violation of a law or
regulation or the code of
ethical conduct. To encourage
employees to report illegal
conduct, the company shall
establish a concrete
whistle-blowing system, and
make employees aware that
the company will use its best
efforts to ensure the safety of
informants and protect them
from reprisals.		 2.
Revise
relevant text
by
referencing
anonymous
reporting in
Article 23 of
Ethical
Corporate
Management
Best
Practice
Principles
for
TWSE/GTS
M Listed
Companies.
Article 5:
The code of ethical conduct,
and any amendments to it,
shall enter into force after it		 Article 5:
The code of ethical conduct,
and any amendments to it,
shall enter into force after it

26/91

Articles after Amendment Articles before Amendment Description
has been adopted by the board
of directors, delivered to each
supervisor, and submitted to a
shareholders meeting.
The code of ethical conduct
was established in the board of
directors’ meeting on May 21,
2010 and submitted to a
special Shareholders’ Meeting
on August 10, 2010.
The code of ethical conduct
was established in the board of
directors’meeting on Aug. 10,
2020 and submitted to a
Shareholders’Meeting on
month/day, 2021.		 has been adopted by the
board of directors, delivered
to each supervisor, and
submitted to a shareholders
meeting.
The code of ethical conduct
was established in the board
of directors’ meeting on May
21, 2010 and submitted to a
special Shareholders’
Meeting on August 10, 2010.

27/91

Independent Auditors’ Report (Consolidated Financial Statements)

The Board of Directors and Shareholders Chateau International Development Company Limited

Opinion

The Consolidated balance sheet of Chateau International Development Company Limited and its subsidiaries (Château Hotels & Resorts) on December 31, 2019 and 2020, Consolidated statement of comprehensive income, statement of comprehensive income, Consolidated Statement of changes in equity, Consolidated Cash flow statement, and Consolidated Financial Statements or Notes (include a summary of significant policies of accounting) on January 1 to December 31, 2019 and 2020, were audited and completed by the accountant.

According to the opinion of the accountant, the said Consolidated Financial Statements, in all major aspects, was in accordance with the regulations governing the preparation of financial reports by securities issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the consolidated financial status of Château Hotels & Resorts on December 31, 2019 and 2020 , and consolidated financial performance and consolidated cash flow on January 1 to December 31, 2019 and 2020.

Basis of Opinion

The accountant performed the audit work in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing standards generally accepted in the Republic of China. The accountant’s responsibilities under these standards will be further explained in the accountant’s responsibility section for review of the consolidated financial statements. The personnel of the accountant's subordinate affairs subject to independence regulations have maintained aloof independence from Château Hotels & Resorts in accordance with the accountant's professional ethics and fulfilled other responsibilities under the regulations. The accountant believes that sufficient and appropriate verification evidence has been obtained as a basis for expressing audit opinions.

Key Audit Matter

Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts Consolidated Financial Statements in 2020 according to the professional judgment of the accountant. These matters have been dealt with in the process of reviewing the consolidated financial statements as a whole and forming an audit opinion. The accountant does not express an independent opinion on these matters.

The key audit matter of Château Hotels & Resorts' consolidated financial statements in 2020 is stated as follows:

28/91

As stated in Note 23 of the consolidated financial statements, the revenue from guest rooms and catering was 529,973 and 196,200 (In Thousands of NTD) in 2020, accounting for 72% and 27% of total operating revenue respectively. They are significant to the consolidated financial statements. The room income and food and beverage income generated by the reservation of the travel agent usually involves a lot of manual operations due to the different transaction conditions of the travel agent. Therefore, the accountant lists the authenticity of the room income and food and beverage income generated by the travel agent as the key audit matter.

Corresponding audit procedures

The accountant has executed the corresponding procedures for the said key audit matter listed as follows:

  1. To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.

  2. Obtain details of room revenue and catering revenue generated by bookings from travel agencies, and check relevant transaction documents, including passenger registration cards, counter bills, reconciliation calculations of travel agency and contract terms, etc., to test the authenticity of the revenue.

  3. Audit the subsequent records of payment received from the travel industry after the review period.

Other items

Chateau International Development Company Limited has prepared individual financial reports for the year 2020 and 2019, and the accountant has issued an unqualified audit report for reference.

Responsibilities of Management and Governing body for consolidated financial statements

The responsibility of management was in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the consolidated financial statements, and maintain the necessary internal control related to the preparation of the consolidated financial statements to ensure that the consolidated financial statements do not contain any material misrepresentation due to fraud or errors.

When preparing the consolidated financial statements, the responsibilities of management also include assessing Château Hotels & Resorts’ ability to continue operations, disclosure of related matters, and the adoption of the accounting basis for continued operations, unless the management intends to liquidate Château Hotels & Resorts or cease operations, or there is no practical and feasible plan other than liquidation or suspension of business.

The governing body (including supervisors) of Château Hotels & Resorts is responsible for supervising the financial reporting process.

29/91

The accountant's responsibility for auditing the consolidated financial statements

The purpose of this accountant's audit of the consolidated financial statements is to obtain reasonable conviction as to whether the consolidated financial statements as a whole contain any material misrepresentation due to fraud or errors, and to issue an audit report. Reasonable assurance is a high degree of certainty, but the audit work performed in accordance with the generally accepted auditing standards cannot guarantee that material misrepresentation in the consolidated financial statements will be detected. Misrepresentation may result from fraud or errors. If the untruthful individual amounts or aggregate can be reasonably expected to affect the economic decisions made by the users of the consolidated financial statements, they are considered significant.

The accountant uses professional judgment and maintains professional suspicion when conducting audits in accordance with the auditing standards generally accepted in the Republic of China. The accountant also performs the following tasks:

  1. Identify and evaluate the risks of material misrepresentation in the consolidated financial statements due to fraud or errors; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as the basis for audit opinion. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by errors.

  2. Obtain the necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances, but its purpose is not to express an opinion on the effectiveness of the internal control of Château Hotels & Resorts.

  3. Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.

  4. Based on the obtained audit evidence, make a conclusion on the appropriateness of the management's use of the continuing operations of the accounting basis and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of Château Hotels & Resorts to continue operations. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of the financial statements in the audit report to pay attention to the relevant disclosures in the consolidated financial statements, or amend the audit opinion when such disclosures are inappropriate. The accountant’s conclusion is based on the audit evidence obtained as of the audit report date, but future events or circumstances may cause Château Hotels & Resorts to no longer have the ability to continue operations.

  5. Evaluate the overall expression, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements are appropriate to express relevant transactions and events.

  6. Obtain sufficient and appropriate audit evidence for the financial information of the constituent entities in Château Hotels & Resorts to express opinions on the consolidated financial statement. The accountant is responsible for the guidance, supervision and execution of the group's audit cases, and is responsible for forming

30/91

the group's audit opinion.

  1. The matters communicated between the accountant and the governing body include the planned audit scope and time, as well as major audit findings (including significant deficiencies in internal control identified during the audit process).

The accountant also provides the governing body with a statement that the personnel of the accountant’s affairs subject to independence regulations have complied with the independence of code of professional ethics, and communicates with the governance unit all relationships and other matters that may be considered to affect the independence of the accountant (including relevant protective measures).

The accountant decided to audit the key audit matter of Château Hotels & Resorts' 2020 financial statements from the matters communicated with the governing body. The accountant states these matters in the audit report, unless the law does not allow specific matters to be disclosed publicly, or in very rare cases, the accountant decides not to communicate specific matters in the audit report because it can be reasonably expected that the negative impact of this communication will be greater than the public interest promoted.

Deloitte & Touche

Accountant YANG, CHAO-CHIN

Accountant LEE, CHI-CHEN

No. approved by Financial Supervisory Commission

No. approved by Securities and Futures Commission

No. Financial-Supervisory-SecuritiesAuditing-No.1060023872

No. Taiwan-Financial-Securities- No.0920123784

February 26, 2021

31/91

Chateau International Development Company Limited and Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019

( Unit: Thousands of New Taiwan Dollars )

Code


1100
1120
1136
1170
1200
130X
1410
1470
11XX

1535
1550
1600
1755
1760
1780
1840
1952
1990
15XX
1XXX

Code


2100
2110
2130
2150
2170
2200
2230
2280
2320
2399
21XX

2540
2570
2580
2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
31XX
36XX

3XXX
 Assets
Current assets
Cash and cash equivalents(Notes 4 and 6)
Current
financial
assets
at
fair
value
through
other
comprehensive income(Notes 4 and 7)
Current financial assets at amortized cost(Notes 4, 8 and 30)
Accounts receivable, net(Notes 4, 9 and 29)
Other receivables
Current inventories(Notes 4 and 10)
Prepayments
Other current assets (Note 18)
Total current assets
Non-current assets
Non-current financial assets at amortized cost(Notes 4, 8 and 30)
Investments accounted for using equity method(Notes 4 and 12)
Property, plant and equipment(Notes 4, 13, 29 and 30)
Right-of-use assets (Notes 4 and 14)
Investment property(Note 4、15 and 30)
Intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 25)
Fund for improvements and expansions(note 17)
Other non-current assets (Notes 18 and 28)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term loans (Notes 4, 19 and 30)
Short-term notes and bills payable(Notes 4, 19 and 30)
Current contract liabilities(notes 4 and 23)
Notes payable
Accounts payable (note 29)
Other payables (Notes 20 and 29)
Current tax liabilities (Notes 4 and 25)
Current lease liabilities(notes 4 and 14)
Long-term liabilities, current portion(Notes 4, 19 and 30)
Other current liabilities, others(Notes 20 and 29)
Total current liabilities
Non-current liabilities
Non-current portion of non-current borrowings(Notes 4, 19 and
30)
Deferred tax liabilities (Notes 4 and 25)
Non-current lease liabilities(notes 4 and 14)
Net defined benefit liability, non-current(Note 4 and 21)
Guarantee deposits received
Total non-current liabilities
Total liabilities
Equity attributable to the owners of the parent (Note 22)
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings (accumulated deficit)
Total retained earnings
Total other equity interest
Total equity attributable to owners of parent
Non-controlling interests
Total equity
Total liabilities and equity		 December 31, 2020
Amount
％
$ 161,178
6
178,724
7
18,522
1
13,935
1
6
-
11,092
-
12,916
-

127

-

396,500

15
11,000
1
4,482
-
1,179,382
46
72,631
3
548,143
22
339,391
13
3,749
-
8,002
-

7,520

-

2,174,300

85
$ 2,570,800
100
$ 30,000
1
60,774
2
28,223
1
-
-
26,017
1
78,553
3
26,766
1
14,058
1
93,768
4

55,637

2

413,796

16
122,033
5
1,118
-
51,572
2
9,036
-

421

-

184,180

7

597,976

23

1,115,229

43

170,663

7
148,136
6
236,201
9

127,852

5

512,189

20

40,673

2
1,838,754
72

134,070

5

1,972,824

77
$ 2,570,800
100		 December 31, 2020
Amount
％
$ 161,178
6
178,724
7
18,522
1
13,935
1
6
-
11,092
-
12,916
-

127

-

396,500

15
11,000
1
4,482
-
1,179,382
46
72,631
3
548,143
22
339,391
13
3,749
-
8,002
-

7,520

-

2,174,300

85
$ 2,570,800
100
$ 30,000
1
60,774
2
28,223
1
-
-
26,017
1
78,553
3
26,766
1
14,058
1
93,768
4

55,637

2

413,796

16
122,033
5
1,118
-
51,572
2
9,036
-

421

-

184,180

7

597,976

23

1,115,229

43

170,663

7
148,136
6
236,201
9

127,852

5

512,189

20

40,673

2
1,838,754
72

134,070

5

1,972,824

77
$ 2,570,800
100		 December 31, 2019 December 31, 2019 December 31, 2019
Amount

$ 161,178
178,724
18,522
13,935
6
11,092
12,916

127


396,500

11,000
4,482
1,179,382
72,631
548,143
339,391
3,749
8,002

7,520


2,174,300

$ 2,570,800

$ 30,000
60,774
28,223
-
26,017
78,553
26,766
14,058
93,768

55,637


413,796

122,033
1,118
51,572
9,036

421


184,180


597,976


1,115,229


170,663

148,136
236,201

127,852


512,189


40,673

1,838,754

134,070


1,972,824

$ 2,570,800
 Amount

$ 94,958
110,851
31,268
10,372
944
10,799
13,552

2,932


275,676

11,000
-
1,214,104
91,091
541,153
385,915
3,588
2

4,314


2,251,167

$ 2,526,843

$ 30,000
28,965
20,219
24
27,414
90,000
8,494
18,584
121,925

66,117


411,742

195,806
1,118
66,468
8,519

300


272,211


683,953


1,115,229


170,663

144,136
212,747

90,683


447,566

(
27,200)

1,706,258

136,632


1,842,890

$ 2,526,843
 ％




















































(













(


 4
4
1
-
-
1
1
-
11
1
-
48
4
21
15
-
-
-
89
100
1
1
1
-
1
3
-
1
5
3
16
8
-
3
-
-
11
27
44
7
6
8
4
18

1)
68
5
73
100

The attached notes are part of this consolidated financial statement.

32/91

Chateau International Development Company Limited and subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2020 and 2019

( Unit: Thousands of New Taiwan Dollars )

( However, the earnings per share are New Taiwan Dollars )

Code
4000
Total operating revenue(Note 4, 23
and 29)

5000
Total operating costs(Note 10, 24
and 29)

5900
Gross profit (loss) from operations

Operating expenses(Notes 24 and
29)
6100
Selling expenses
6200
Administrative expenses

6000
Total operating expenses
6510
Other income(Note 24)

6900
Net operating income (loss)

Non-operating
income
and
expenses(Note 12, 24 and 29)
7100
Interest income
7010
Other income
7030
Other gains and losses

7050
Financial costs

7070
Share
of
profit
(loss)
of
associates and joint ventures
accounted for using equity
method, net

7590
Miscellaneous disbursements

7000
Total
non-operating
income and expenses

7900
Profit
(loss)
from
continuing
operations before tax
7950
Total tax expense (income)(Notes 4
and 25)
 Year 2020 Year 2020

（Next page）

33/91

(Continued from the previous page）

Code
8200
Profit
(loss)
from
continuing
operations

Other comprehensive income
Items not reclassified to profit
or loss:
8311
Gains (losses) on
remeasurements of
defined benefit
plans(Note 21)

8316
Unrealized gains (losses)
from investments in
equity instruments
measured at fair value
through other
comprehensive income
8349
Income tax related to
components of other
comprehensive income
that will not be
reclassified to profit loss
(Note 25)

8300
Other comprehensive
income of the year, net
of income tax

8500
Total comprehensive income

Profit (loss),attributed to：
8610
Shareholders of the parent

8620
Non-controlling interests

8600

Comprehensive income attributable
to：
8710
Shareholders of the parent

8720
Non-controlling interests

8700

Earnings per Share(NT$,Note 26)
9750
Basic earnings per share

9850
Diluted earnings per share		 Year 2020 Year 2020 ％
12


-

9
-

9

21


12
-

12


21
-

21

 Year 2019 Year 2019
％














5

-
(
2 )

-
(
2)

3

5

-

5

3

-

3

The attached notes are part of this consolidated financial statement.

34/91

Total Equity $ 1,844,803 - - ( 22,305
)		 36,140 ( 15,748
)		 20,392 1,842,890 - - ( 22,305
)		 85,030 67,209 152,239 $ 1,972,824
Total equity attributable to
Non-controlling		 owners of parent
interests		 $ 1,704,310
$ 140,493		 -
-		 -
-		 ( 22,305
)
-		 40,001
( 3,861
)		 ( 15,748
)
-		 24,253
( 3,861
)		 1,706,258
136,632		 -
-		 -
-		 ( 22,305
)
-		 87,592
( 2,562
)		 67,209
-		 154,801
( 2,562
)		 $ 1,838,754
$ 134,070
Equity attributable to Shareholders of parent Retained earnings
Other equity		 Unrealized gains (losses) on financial Unappropriated
assets measured at		 retained earnings
fair value through		 (accumulated
other comprehensive		 Legal reserve
Special reserve
deficit)
income		 $ 142,023
$ 196,776
$ 91,365
( $ 11,746 )		 -
2,113
-
( 2,113
)
-		 -
-
15,971
( 15,971
)
-		 -
-
-
( 22,305
)
-		 -
-
-
40,001
-		 -
-
-
( 294
)
(
15,454 )		 -
-
-
39,707
(
15,454 )		 144,136
212,747
90,683
(
27,200 )		 -
4,000
-
( 4,000
)
-		 -
-
23,454
( 23,454
)
-		 -
-
-
( 22,305
)
-		 -
-
-
87,592
-		 -
-
-
( 664
)
67,873		 -
-
-
86,928
67,873		 $ 148,136
$ 236,201
$ 127,852
$ 40,673
Code Capital Ordinary share
surplus		 A1
Balance as of January 1, 2019
$ 1,115,229
$ 170,663		 Earnings Appropriation and Distribution in 2018 (Note 22) B1
Legal reserveappropriated
-		 B3
Special reserveappropriated
-		 B5
Cash dividends of ordinary share
-		 D1
Profit (loss) in 2019
-		 D3
Other comprehensive income in 2019
-		 D5
Total comprehensive income in 2019
-		 Z1
Balance as of December 31, 2019
1,115,229
170,663		 Earnings Appropriation and Distribution in 2019 (Note 22) B1
Legal reserve appropriated
-		 B3
Special reserve appropriated
-		 B5
Cash dividends of ordinary share
-		 D1
Profit (loss) in 2020
-		 D3
Other comprehensive income in 2020
-		 D5
Total comprehensive income in 2020
-		 Z1
Balance as of December 31, 2020
$ 1,115,229
$ 170,663

35/91

Chateau International Development Company Limited and subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars)

Code
Cash flows from (used in) operating activities,
indirect method
A10000
Profit (loss) before tax

A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expense
A20200
Amortization expense
A20900
Interest expense
A21200
Interest income

A21300
Dividend income
A22500
Loss (gain) on disposal of property, plan
and equipment
A22800
Loss (gain) on disposal of intangible assets
A22400
Share of loss (profit) of associates and joint
ventures accounted for using equity
method
A29900
Other adjustments to reconcile profit (loss)
A30000
Changes in operating assets and liabilities
A31130
Decrease (increase) in notes receivable
A31150
Decrease (increase) in accounts receivable
A31180
Decrease (increase) in other receivable
A31200
Adjustments for decrease (increase) in
inventories

A31230
Decrease (increase) in prepayments
A31240
Adjustments for decrease (increase) in
other current assets
A32125
Increase (decrease) in contract liabilities
A32130
Increase (decrease) in notes payable

A32150
Increase (decrease) in accounts liabilities

A32180
Increase (decrease) in other payable

A32230
Adjustments for increase (decrease) in
other current liabilities

A32240
Increase (decrease) in net defined benefit
liability

A33000
Cash
inflow
(outflow)
generated
from
operations
A33500
Income tax paid

AAAA
Net cash flows from (used in) operating
activities

Cash flows from (used in) investing activities
B00040
Acquisition of financial assets at amortized cost
B00100
Acquisition of financial assets at fair value through
profit or loss
B01800
Acquisition of investments accounted for using
equity method

B02700
Acquisition of property, plant and equipment

B02800
Proceeds from disposal of property, plant and
equipment		 Year 2020
$ 103,380
79,155
50,089
6,067

79 )
-
7

67
18

2 )
-

3,563 )
938

293 )
636
2,805
8,004

24 )

1,397 )

1,625 )

10,480 )
313)

233,390
73)

233,317

12,746
-

4,500 )

40,759 )
110		 Year 2019

(

(
(
(
(
(
(
(
(
(

(
(



(
(
(






(

(
(
(
(

(
(

(


(

(
 $ 40,087

82,927

54,638

6,311

120 )

4,727 )

1,611 )

769

-

-

4

8,699

11,454

1,215 )

169

1,837 )

4,972 )

379 )

2,886 )

6,992

2,035 )
1,026)

191,242
1,402)
189,840

7,327

30,000 )

-

46,986 )

2,520

（Next page）

36/91

（Continued from the previous page）

Code
B04500
Acquisition of intangible assets

B05350
Acquisition of use-of-right assets

B06700
Increase in other non-current assets
B06800
Decrease in other non-current assets
B07100
Increase in prepayments for business facilities
B07500
Interest received
B07600
Dividends received
B09900
Other investing activities

BBBB
Net cash flows from (used in) investing
activities

Cash flows from (used in) financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans

C00500
Increase in short-term notes and bills payable
C00600
Decrease in short-term notes and bills payable
C01600
Proceeds from long-term debt
C01700
Repayments of long-term debt

C04020
Payments of lease liabilities

C04300
Increase in other non-current liabilities
C04400
Decrease in other non-current liabilities
C04500
Cash dividends

C05600
Interest paid

CCCC
Net cash flows from (used in) financing
activities

EEEE
Net increase (decrease) in cash and cash
equivalents
E00100
Cash and cash equivalents at beginning of period
E00200
Cash and cash equivalents at end of period
 Year 2020
$ 3,632 )

3,233 )
-
315

3,521 )
79
-
8,000)

50,395)

70,000

70,000 )
326,000

294,000 )
290,000

391,930 )

18,215 )
121
-

22,305 )
6,373)

116,702)

66,220
94,958

$ 161,178
 Year 2019
(
(
(
(
(
(
(
(
(
(
(
(

 (
(
(




(
(

(

(

(
(

(
(
(
(
(

 $ 7,753 )

9,361 )

630 )

-

-

119

4,727
4,225)
84,262)

120,000

150,000 )

229,000

240,000 )

150,000

177,432 )

15,199 )

-

50 )

22,305 )
6,343)
112,329)

6,751 )
101,709
$ 94,958

The attached notes are part of this consolidated financial statement.

37/91

Independent Auditors’ Report (Parent Company Only Financial Statements)

The Board of Directors and Shareholders Chateau International Development Company Limited:

Opinion

The individual balance sheet of Chateau International Development Company Limited (Château Hotels & Resorts) on December 31, 2019 and 2020, individual statement of comprehensive income, statement of comprehensive income, individual Statement of changes in equity, individual Cash flow statement, and individual Financial Statements or Notes (including a summary of significant policies of accounting) on January 1 to December 31, 2019 and 2020, were audited and completed by the accountant.

According to the opinion of the accountant, individual Financial Statements, in all major aspects, was in accordance with the regulations governing the preparation of financial reports by securities issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the individual financial status of Château Hotels & Resorts on December 31, 2019 and 2020 , and individual financial performance and individual cash flow on January 1 to December 31, 2019 and 2020.

Basis of Opinion

The accountant performed the audit work in accordance with Attestation of Financial Statements by Certified Public Accountants. The accountant’s responsibilities under these standards will be further explained in the accountant’s responsibility section for review of the individual financial statements. The personnel of the accountant's subordinate affairs subject to independence regulations have maintained aloof independence from Château Hotels & Resorts in accordance with the accountant's professional ethics and fulfilled other responsibilities under the regulations. The accountant believes that sufficient and appropriate verification evidence has been obtained as a basis for expressing audit opinions.

Key Audit Matters

Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts individual Financial Statements in 2020 according to the professional judgment of the accountant. These matters have been dealt with in the process of reviewing the individual financial statements as a whole and forming an audit opinion. The accountant

38/91

does not express an independent opinion on these matters.

The key audit matter of Château Hotels & Resorts' individual financial statements in 2020 is stated as follows:

As stated in Note 22 of the individual financial statements, the revenue from guest rooms and catering was 511,868 and 193,666 (In Thousands of NTD) in 2020, accounting for 71% and 27% of total operating revenue respectively. They are significant to the individual financial statements. The room income and food and beverage income generated by the reservation of the travel agent usually involves a lot of manual operations due to the different transaction conditions of the travel agent. Therefore, the accountant lists the authenticity of the room income and food and beverage income generated by the travel agent as the key audit matter.

Corresponding audit procedures

The accountant has executed the corresponding procedures for the said key audit matter listed as follows:

  1. To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.

  2. Obtain details of room revenue and catering revenue generated by bookings from travel agencies, and check relevant transaction documents, including passenger registration cards, counter bills, reconciliation calculations of travel agency and contract terms, etc., to test the authenticity of the revenue.

  3. Audit the subsequent records of payment received from the travel industry after the review period.

Responsibilities of management and governing body for individual financial statements

The responsibility of management was in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the individual financial statements, and maintain the necessary internal control related to the preparation of the individual financial statements to ensure that the individual financial statements do not contain any material misrepresentation due to fraud or errors.

When preparing the individual financial statements, the responsibilities of management also include assessing Château Hotels & Resorts’ ability to continue operations, disclosure of related matters, and the adoption of the accounting basis for continued operations, unless the management intends to liquidate Château Hotels & Resorts or cease operations, or there is no practical and feasible plan other than liquidation or suspension of business.

Governing body (including supervisors) of Château Hotels & Resorts is responsible for supervising the financial reporting process.

39/91

The accountant's responsibility for auditing the individual financial statements

The purpose of this accountant's audit of the individual financial statements is to obtain reasonable conviction as to whether the individual financial statements as a whole contain any material misrepresentation due to fraud or errors, and to issue an audit report. Reasonable assurance is a high degree of certainty, but the audit work performed in accordance with the generally accepted auditing standards cannot guarantee that material misrepresentation in the individual financial statements will be detected. Misrepresentation may result from fraud or errors. If the untruthful individual amounts or aggregate can be reasonably expected to affect the economic decisions made by the users of the individual financial statements, they are considered significant.

The accountant uses professional judgment and maintains professional suspicion when conducting audits in accordance with the auditing standards generally accepted in the Republic of China. The accountant also performs the following tasks:

  1. Identify and evaluate the risks of material misrepresentation in the individual financial statements due to fraud or errors; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as the basis for audit opinion. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by errors.

  2. Obtain the necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances, but its purpose is not to express an opinion on the effectiveness of the internal control of Château Hotels & Resorts.

  3. Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.

  4. Based on the obtained audit evidence, make a conclusion on the appropriateness of the management's use of the continuing operations of the accounting basis and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of Château Hotels & Resorts to continue operations. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of the financial statements in the audit report to pay attention to the relevant disclosures in the individual financial statements, or amend the audit opinion when such disclosures are inappropriate. The accountant’s conclusion is based on the audit evidence obtained as of the audit report date, but future events or circumstances may cause Château Hotels & Resorts to no longer have the ability to continue operations.

  5. Evaluate the overall expression, structure and content of the individual financial statements (including relevant notes), and whether the individual financial statements are appropriate to express relevant transactions and events.

  6. Obtain sufficient and appropriate audit evidence for the financial information of the constituent entities in Château Hotels & Resorts to express opinions on the individual financial statement. The accountant is responsible for the guidance,

40/91

supervision and execution of the group's audit cases, and is responsible for forming the group's audit opinion.

The matters communicated between the accountant and the governing body include the planned audit scope and time, as well as major audit findings (including significant deficiencies in internal control identified during the audit process).

The accountant also provides the governing body with a statement that the personnel of the accountant’s affairs subject to independence regulations have complied with the independence of code of professional ethics, and communicates with the governing body all relationships and other matters that may be considered to affect the independence of the accountant (including relevant protective measures).

The accountant decided to audit the key audit matter of Château Hotels & Resorts' 2020 financial statements from the matters communicated with the governing body. The accountant states these matters in the audit report, unless the law does not allow specific matters to be disclosed publicly, or in very rare cases, the accountant decides not to communicate specific matters in the audit report because it can be reasonably expected that the negative impact of this communication will be greater than the public interest promoted.

Deloitte & Touche

Accountant YANG, CHAO-CHIN

Accountant LEE, CHI-CHEN

No. approved by Financial Supervisory Commission

No. approved by Securities and Futures Commission

No. Financial-Supervisory-Securities-AuditingNo.1060023872

No. Taiwan-Financial-Securities- No.0920123784

February 26, 2021

41/91

Chateau International Development Company Limited Individual Balance Sheet December 31, 2020 and 2019

(Unit: Thousands of New Taiwan Dollars)

Code

1100
1120
1136
1170
1200
130X
1410
1470
11XX
1535
1550
1600
1755
1760
1780
1840
1952
1990
15XX
1XXX
Code

2130
2170
2200
2230
2280
2320
2399
21XX
2540
2580

2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX		 Assets
Current assets
Cash and cash equivalents (Notes 4 and 6)
Current financial assets at fair value through other comprehensive
income (Notes 4 and 7)
Current financial assets at amortized cost (Notes 4, 8 and 29)
Accounts receivable, net (Notes 4, 9 and 28)
Other receivables
Current inventories (Notes 4 and 10)
Prepayments
Other current assets (Note 17)
Total current assets
Non-current assets
Non-current financial assets at amortized cost (Notes 4, 8 and 30)
Investments accounted for using equity method (Notes 4 and 11)
Property, plant and equipment(Notes 4, 12, 28 and 29)
Right-of-use assets (Notes 4 and 13)
Investment property, net (Notes 4, 14 and 29)
Intangible assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 24)
Fund for improvements and expansions (note 16)
Other non-current assets (Notes 17 and 28)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Current contract liabilities
(notes 4 and 22)
Accounts payable (note 28)
Other payables (Notes 19 and 28)
Current tax liabilities (Notes 4 and 24)
Current lease liabilities (notes 4 and 13)
Long-term liabilities, current portion (Notes 4, 18 and 29)
Other current liabilities, others (Notes190 and 28)
Total current liabilities
Non-current liabilities
Non-current portion of non-current borrowings(Notes 4, 18 and 29)
Non-current lease liabilities
Net defined benefit liability, non-current (notes 4 and 13)
Guarantee deposits received (Note 4 and 20)
Total non-current liabilities
Total liabilities
Equity (Note 21)
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings (accumulated deficit)
Total retained earnings
Total other equity interest
Total equity
Total liabilities and equity		 December 31, 2020 December 31, 2020 ％
6
8
1
1
-
-
-
-
16
1
5
37
3
23
15
-
-
-
84
100
1
1
3
1
1
4
2
13
5
2
1
-
8
21
48
7
6
10
6
22
2
79
100		 December 31, 2019 December 31, 2019
Amount
$ 140,252
178,724
18,522
13,209
6
10,957
6,930
127

368,727

11,000
123,485
874,545
66,603
541,153
339,391
3,749
8,002
3,921

1,971,849

$ 2,340,576

$ 28,223
25,146
75,556
26,766
14,058
93,768
55,564

319,081

122,033
51,572
9,036
100

182,741

501,822

1,115,229

170,663

148,136
236,201
127,852

512,189

40,673

1,838,754

$ 2,340,576
 Amount
$ 88,629
110,851
31,268
9,879
900
10,724
6,719
2,955

261,925

11,000
125,757
906,306
84,729
541,153
385,915
3,588
2
4,241

2,062,691

$ 2,324,616

$ 20,219
25,073
87,346
8,494
18,584
121,925
65,824

347,465

195,806
66,468
8,519
100

270,893

618,358

1,115,229

170,663

144,136
212,747
90,683

447,566

27,200)

1,706,258

$ 2,324,616
 ％


















































(













(

 4
5
1
-
-
1
-
-
11
1
5
39
4
23
17
-
-
-
89
100
1
1
4
-
1
5
3
15
9
3
-
-
12
27
48
7
6
9
4
19
1)
73
100

The attached notes are part of this individual financial statement.

42/91

Chateau International Development Company Limited Individual Statement Of Comprehensive Income January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars) (However, the earnings per share are New Taiwan Dollars)

Code
4000
Total operating revenue(Note 4,
22 and 28)

5000
Total operating costs(Note 10,
23 and 28)

5900
Gross profit (loss) from
operations

Operating expenses(Notes 23
and 28)
6100
Selling expenses
6200
Administrative expenses

6000
Total Operating expenses
6510
Other income(Note 23)

6900
Net operating income (loss)

Non-operating
income
and
expenses(Note 23 and 28)
7100
Interest income
7010
Other income
7030
Other gains and losses, net

7050
Financial costs

7070
Share of profit (loss) of
associates and joint
ventures accounted for
using equity method, net

7590
Miscellaneous disbursements
7000
Total
non-operating
income and expenses
 Year 2020 Year 2020

（Next page）

43/91

（Continued from the previous page）

Code
7900
Profit (loss) from continuing
operations before tax

7950
Total
tax
expense
(income)(Notes 4 and 24)


8200
Profit (loss) from continuing
operations

Other comprehensive income
Items not reclassified to profit
or loss:
8311
Gains (losses) on
remeasurements of
defined benefit
plans(Note 20)

8316
Unrealized gains (losses)
from investments in
equity instruments
measured at fair value
through other
comprehensive income
8349
Income tax related to
components of other
comprehensive income
that
will
not
be
reclassified to profit or
loss (Note 24)

8300
Total other
comprehensive income


8500
Total comprehensive income


Earnings per Share (NT$, Note
25)
9750
Basic earnings per share

9850
Diluted earnings per share		 Year 2020 Year 2020 ％
15
3

12


-
10
-

10

22

 Year 2019 Year 2019
％










6

1

5

-
(
2 )

-
(
2)

3

The attached notes are part of this individual financial statement.

44/91

Total equity $ 1,704,310 - - ( 22,305
)		 40,001 ( 15,748
)		 ( 15,748
)		 24,253 1,706,258 - - ( 22,305
)		 87,592 67,209 154,801 $ 1,838,754
Other equity interest Unrealized gains (losses) on financial
assets measured at fair		 value through other comprehensive income ( $ 11,746 ) - - - - ( 15,454 ) ( 15,454 ) ( 27,200 ) - - - - 67,873 67,873 $ 40,673
Unappropriated retained earnings (accumulated deficit)earnings $ 91,365 ( 2,113
)		 ( 15,971
)		 ( 22,305
)		 40,001 ( 294
)		 39,707 90,683 ( 4,000
)		 ( 23,454
)		 ( 22,305
)		 87,592 ( 664
)		 86,928 $ 127,852
**Retained earnings ** Special reserve $ 196,776 - 15,971 - - - - 212,747 - 23,454 - - - - $ 236,201
Legal reserve $ 142,023 2,113 - - - - - 144,136 4,000 - - - - - $ 148,136
Capital surplus $ 170,663 - - - - - - 170,663 - - - - - - $ 170,663
Ordinary share $ 1,115,229 - - - - - - 1,115,229 - - - - - - $ 1,115,229
Code A1
Balance as of January 1, 2019		 Earnings Appropriation and Distribution in 2018 (Note 21) B1
Legal reserve appropriated		 B3
Special reserve appropriated		 B5
Cash dividends of ordinary share		 D1
Profit (loss) in 2019		 D3
Other comprehensive income in 2019		 D5
Total comprehensive income in 2019		 Z1
Balance as of December 31, 2019		 Earnings Appropriation and Distribution in 2019 (Note 21) B1
Legal reserve appropriated		 B3
Special reserve appropriated		 B5
Cash dividends of ordinary share		 D1
Profit (loss) in 2020		 D3
Other comprehensive income in 2020		 D5
Total comprehensive income in 2020		 Z1
Balance as of December 31, 2020		 The attached notes are part of this individual financial statement.

45/91

Chateau International Development Company Limited Individual Cash Flow Statement January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars)

Code
Cash flows from (used in) operating activities,
indirect method
A10000
Profit (loss) before tax

A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expense
A20200
Amortization expense
A20900
Interest expense
A21200
Interest income

A21300
Dividend income
A22500
Loss (gain) on disposal of property, plant
and equipment
A22800
Loss (gain) on disposal of intangible assets
A22400
Share of loss (profit) of associates and
joint ventures accounted for using
equity method
A29900
Other adjustments to reconcile profit
(loss)

A30000
Changes in operating assets and liabilities
A31130
Decrease (increase) in notes receivable
A31150
Decrease (increase) in accounts receivable
A31180
Decrease (increase) in other receivable
A31200
Adjustments for decrease (increase) in
inventories

A31230
Decrease (increase) in prepayments

A31240
Adjustments for decrease (increase) in
other current assets
A32125
Increase (decrease) in contract liabilities
A32150
Increase (decrease) inaccountsliabilities
A32180
Increase (decrease) in other payable

A32230
Adjustments for increase (decrease) in
other current liabilities

A32240
Increase (decrease) in net defined benefit
liability

A33000
Cash inflow (outflow) generated from
operations
A33500
Income taxes paid

AAAA
Net cash flows from (used in) operating
activities

Cash flows from (used in) investing activities
B00050
Proceeds from financial assets at amortized cost
B00100
Acquisition of financial assets at fair value
through profit or loss		 Year 2020
$ 105,942
73,201
50,089
5,100

77 )
-
-

67
2,272

2 )
-

3,330 )
893

233 )

211 )
2,828
8,004
73

1,969 )

10,260 )
313)

232,074
73)

232,001

12,746
-		 Year 2019

(

(
(
(
(
(
(
(
(



(
(
(






(

(
(
(

(
(

(


(		 $ 43,948

75,887

54,573

5,791

118 )

4,727 )

1,611 )

769

3,423

-

4

8,756

11,371

1,195 )

87

1,950 )

4,972 )

4,953 )

6,850

1,349 )
1,025)

189,559
1,402)
188,157

7,327

30,000 )

（Next page）

46/91

（Continued from the previous page）

Code
B02700
Acquisition of property, plant and equipment
B02800
Proceeds from disposal of property, plant and
equipment
B04500
Acquisition of intangible assets

B05350
Acquisition of use-of-right assets

B06700
Increase in other non-current assets
B06800
Decrease in other non-current assets
B07500
Interest received
B07600
Dividends received
B09900
Other investing activities

BBBB
Net cash flows from (used in) investing
activities

Cash flows from (used in) financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans

C00500
Increase in short-term notes and bills payable
C00600
Decrease in short-term notes and bills payable
C01600
Proceeds from long-term debt
C01700
Repayments of long-term debt

C04020
Payments of lease liabilities

C04400
Decrease in other non-current liabilities
C04500
Cash dividends paid

C05600
Interest paid

CCCC
Net cash flows from (used in) financing
activities

EEEE
Net increase (decrease) in cash and cash
equivalents
E00100
Cash and cash equivalents at beginning of
period

E00200
Cash and cash equivalents at end of period
 Year 2020
$ 30,992 )
-

3,632 )

3,233 )
-
320
78
-
8,000)

32,713)

70,000

70,000 )

110,000

110,000 )
290,000

391,930 )

18,216 )
-

22,305 )
5,214)

147,665)

51,623
88,629

$ 140,252
 Year 2019
(
(
(
(
(

(

(
(
(
(
(
(

 (

(
(
(



(
(

(

(

(
(
(
(
(
(
(

 $ 36,998 )

2,520

7,753 )

2,693 )

688 )

-

118

4,727
4,225)
67,665)

60,000

120,000 )

110,000

110,000 )

150,000

177,433 )

15,199 )

50 )

22,305 )
5,846)
130,833)

10,341 )
98,970
$ 88,629

The attached notes are part of this individual financial statement.

47/91

Chateau International Development Co., Ltd. 2020 Profit Distribution List

Unit: New Taiwan Dollar (NT$)
Amount
Item		 Unit: New Taiwan Dollar (NT$)
Amount
Item
Actuarial profit or loss accounted to retained earnings
Distributable items for current period:
Bonus for Shareholders Appropriation - Stock (NT0.00/share)
Bonus for Shareholders Appropriation - Cash (NT0.50/share)
2020 Unappropriated retained earnings
Plus:Set Aside Special Surplus Reserve Marketable Notes Reversal Loss by Law
Minus: Set Aside Legal Reserve
Self Set Aside Special Reserve
2020 Earnings for Distribution
Beginning retained earnings
2020 Net profit after tax		 40,923,646
(663,959)
87,591,172
127,850,859
27,199,796
8,692,721
17,385,443
128,972,491
0
55,761,481
73,211,010

  • Note 1: The Company passed the Amendment to the Articles of Incorporation Proposal in the interim shareholders meeting on February 3, 2012, where since 2001 to 2048, the year that the Company is operated in a single operating base, in case of earnings indicated from the annual accounts, there shall be twenty percent (20%) of Special reserve retained as the Fund for Expansion.

  • Note 2: The Company has issued a total of 111,522,961 shares. Note 3: The actual outstanding number of shares of the Company is 111,522,961 shares, and the bonus proposed to appropriate to shareholders in current period is NT$55,761,481.00, with cash dividend NT0.50 per share; for cash dividend appropriated less than NT$1.00 called odd lots, the President is Authorized to take care of it.

48/91

Chateau International Development Co., Ltd.

Comparison Table of Amended Rules of Procedure for Shareholders Meetings

Articles after Amendment Articles before Amendment Description
Article 3: (Convening
shareholders meetings and
shareholders meeting notices)
Paragraph 1, 2, and 3 are
omitted.
Election or dismissal of
directors or supervisors,
amendments to the articles of
incorporation, reduction of
capital, application for the
approval of ceasing its status
as a public company, approval
of competing with the
company by directors, surplus
profit distributed in the form
of new shares, reserve
distributed in the form of new
shares, the dissolution, merger,
or demerger of the
corporation, or any matter
under Article 185, paragraph
1, Article 26-1, Article 43-6 of
Securities and Exchange Act,
Article 56-1 and Article 60-2
of Regulations Governing the
Offering and Issuance of
Securities by Securities
Issuers, shall be set out and
the essential contents
explained in the notice of the
reasons for convening the
shareholders meeting. None of
the above matters maybe		 Article 3: (Convening
shareholders meetings and
shareholders meeting notices)
Paragraph 1, 2, and 3 are
omitted.
Election or dismissal of
directors or supervisors,
amendments to the articles of
incorporation, reduction of
capital, application for the
approval of ceasing its status
as a public company, approval
of competing with the
company by directors, surplus
profit distributed in the form
of new shares, reserve
distributed in the form of new
shares, the dissolution, merger,
or demerger of the
corporation, or any matter
under Article 185, paragraph 1
shall be set out and the
essential contents explained in
the notice of the reasons for
convening the shareholders
meeting. None of the above
matters may be raised by an
extraordinary motion;the
essential contents may be
posted on the website
designated by the competent
authority in charge of
securities affairs or the		 1.
To avoid the
misunderstanding by
listed companies that
all extraordinary
motions can be made
except for the
matters in Article
185, Paragraph 1 of
the Company Act, it
is proposed to
include the
provisions of the
Company Act other
than those listed in
the original Article
before the
amendment that
cannot be made by
way of extraordinary
motions.
2.
Comply with the
announced method
of description to
make the adjustment
on the specifications
of the articles.

49/91

Articles after Amendment Articles before Amendment Description
raised by an extraordinary
motion.
Paragraph 5 is omitted.
A shareholder holding
one percent or more of the
total number of issued shares
may submit to this
Corporation a proposal for
discussion at a regular
shareholders meeting. The
number of items so proposed,
however, is limited to one
only, and no proposal
containing more than one item
will be included in the
meeting agenda. In addition,
when the circumstances of any
subparagraph of Article 172-1,
paragraph 4 of the Company
Act apply to a proposal put
forward by a shareholder, the
board of directors may
exclude it from the agenda.
Shareholders may submit a
proposal for urging the
corporation to promote public
interests or fulfill its social
responsibilities, however, in
terms of procedure, the
number of items so proposed
is limited to one only in
accordance with the relevant		 corporation, and such website
shall be indicated in the above
notice.
Paragraph 5 is omitted.
A shareholder holding
one percent or more of the
total number of issued shares
may submit to this
Corporation awrittenproposal
for discussion at a regular
shareholders meeting. The
number of items so proposed,
however,is limited to one
only, and no proposal
containing more than one item
will be included in the
meeting agenda. In addition,
when the circumstances of any
subparagraph of Article 172-1,
paragraph 4 of the Company
Act apply to a proposal put
forward by a shareholder, the
board of directors may
exclude it from the agenda.
Provided a shareholder
proposal for urging the
corporation to promote public
interests or fulfill its social
responsibilities may still be
included in the agenda by the
board of directors.		 3.
Revise Paragraph 6
of this Article in
accordance with the
amendment to
Article 172,
Paragraph 5 of the
Company Act and
the official document
Reference No.
MOEA Department
of Commerce No.
10700105410.

50/91

Articles after Amendment Articles before Amendment Description
regulations in Article 172-1 of
the Company Act, and no
proposal containing more than
one item will be included in
the meeting agenda.
(Paragraphs hereunder are
omitted)		 (Paragraphs hereunder are
omitted)
Article 7: (Calculation on the
number of shares in
attendance and call the
meeting)
Paragraph 1 is omitted.
The chair shall call the
meeting to order at the
appointed meeting time,and
announce relevant information
of the number of attendence
without voting rights and the
number of shares in
attendance, etc. However,
when the attending
shareholders do not represent
a majority of the total number
of issued shares, the chair may
announce a postponement,
provided that no more than
two such postponements, for a
combined total of no more
than one hour, may be made.
If the 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 meetingadjourned.		 Article 7: (Calculation on the
number of shares in
attendance and call the
meeting)
Paragraph 1 is omitted.
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,
provided that no more than
two such postponements, for a
combined total of no more
than one hour, may be made.
If the 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.
(Paragraphs hereunder are
omitted)		 Paragraph 2 is revised to
enhance corporate
governance and protect
shareholders’ equities.

51/91

Articles after Amendment Articles before Amendment Description
(Paragraphs hereunder are
omitted)
Article 12
The election of directors
or supervisors at a
shareholders meeting shall be
held in accordance with the
applicable election and
appointment rules adopted by
this Corporation, and the
voting results shall be
announced on-site
immediately,including the
names of those elected as
directors and supervisors and
the numbers of votes with
which they were elected.
(Paragraphs hereunder are
omitted)		 Article 12
The election of directors
or supervisors at a
shareholders meeting shall be
held in accordance with the
applicable election and
appointment rules adopted by
this Corporation, and the
voting results shall be
announced on-site
immediately.
(Paragraphs hereunder are
omitted)		 Paragraph 1 is revised to
enhance corporate
governance and protect
shareholders’ equities.

52/91

Chateau International Development Co., Ltd.

Comparison Table of Amended Rules of Procedure for Board of Directors Meetings

Articles after Amendment Articles before Amendment Description

Article 6

Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting.

Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the

Article 6

Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the

directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting.

  1. Adjust the test in Paragraph 1 in in accordance with Article 10 of Regulations Governing Procedure for Board of Directors Meetings of Public Companies.

  2. Revise, adjust and add Paragraph 2 in accordance with Article 203, Paragraph 4 and Article 203-1 of the Company Act to state that where a meeting of the board of directors is called by a majority of directors on their own initiative (including the case of the first meeting of the board of directors

53/91

Articles after Amendment Articles before Amendment Description
directors shall choose one
person by and from
among themselves to
chair the meeting.
When the
chairperson of the board
is on leave or for any
reason is unable to
exercise the powers of the
chairperson, the vice
chairperson shall do so in
place of the chairperson,
or, if there is no vice
chairperson or the vice
chairperson also is on
leave or for any reason is
unable to act, by a
managing director
designated by the
chairperson, or, if there is
no managing director, by
a director designated
thereby, or, if the
chairperson does not
make such a designation,
by a managing director or
director elected by and
from amongthemselves.		 When the chairperson
of the board is on leave or
for any reason is unable to
exercise the powers of the
chairperson, the vice
chairperson shall do so in
place of the chairperson, or,
if there is no vice
chairperson or the vice
chairperson also is on leave
or for any reason is unable
to act, by a managing
director designated by the
chairperson, or, if there is no
managing director, by a
director designated thereby,
or, if the chairperson does
not make such a designation,
by a managing director or
director elected by and from
among themselves.		 is called by a
majority of elected
directors on their
own initiative), the
directors shall
choose one person
by and from
among themselves
to chair the
meeting.
3.
Adjust paragraph
order.
Article 10
Paragraph 1 and 2
are omitted.
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		 Article 10
Paragraph 1, and 2 are
omitted.
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 directorspresent		 Adjust paragraph order.

54/91

Articles after Amendment Articles before Amendment Description
present at the meeting,
then upon motion by the
directors sitting at the
meeting, the chair shall
declare a suspension of
meeting, in which case
paragraph 5 of Article 7
shall apply mutatis
mutandis.		 at the meeting, then upon
motion by the directors
sitting at the meeting, the
chair shall declare a
suspension of meeting, in
which caseparagraph 4 of
Article 7 shall apply mutatis
mutandis.
Article 11
The following items
shall be submitted for
discussion by the board of
directors:
1. Business plan of the
Company.
2. Annual financial
reports and second quarter
financial reports required
to be certified by an
accountant.
(Omitted)		 Article 11
The following items
shall be submitted for
discussion by the board of
directors:
1. Business plan of the
Company.
2. Annual and semi-annual
financial reports. With the
exception of semi-annual
financial reports which,
under relevant laws and
regulations, need not be
audited and attested by a
certified public accountant
(CPA).
(Paragraphs hereunder are
omitted)		 Adjust Paragraph 1,
Subparagraph 2 in
accordance with the
amendment to Article
14-5 of Securities and
Exchange Act.
Article 14
Paragraph 1 is
omitted.
Where the spouse or
a blood relative within the
second degree of kinship
of a director, or a
company which has a
controlling or subordinate
relation with a director, is		 Article 14
Paragraph 1 is omitted.		 Add Paragraph 2,
adjust the original
Paragraph 2 as
Paragraph 3, and revise
the text in accordance
with Article 206,
Paragraph 3 of the
CompanyAct.

55/91

Articles after Amendment Articles before Amendment Description
an interested party with
respect to an agenda item
as described in the
preceding paragraph, such
director shall be deemed
to be an interested party
with respect to that
agenda item.
The provisions of
Article 180, paragraph 2
of the Company Act, as
applied mutatis mutandis
under Article 206,
paragraph4of that Act,
apply to resolutions of
board of directors
meetings when a director
is prohibited by the
preceding two paragraphs
from exercising voting
rights.		 The provisions of
Article 180, paragraph 2 of
the Company Act, as applied
mutatis mutandis under
Article 206, paragraph3of
that Act, apply to resolutions
of board of directors
meetings when a director is
prohibited by the preceding
two paragraphs from
exercising voting rights.

56/91

Chateau International Development Co., Ltd.

Comparison Table of Amended Procedures for Election of Directors

Articles after Amendment Articles before Amendment Description
Chateau International
Development Co., Ltd.
Procedures for Election of
Directors		 Chateau International
Development Co., Ltd.
Procedures for Election of
Directorsand Supervisors		 In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
adjust the title of the
sample template.
Article 1
To ensure a just, fair,
and open election of
directors, these Procedures
are adopted pursuant to
Articles 21 and 41 of the
Corporate Governance
Best-Practice Principles
for TWSE/GTSM Listed
Companies.		 Article 1
To ensure a just, fair,
and open election of
directorsand supervisors,
these Procedures are
adopted pursuant to Articles
21 and 41 of the Corporate
Governance Best-Practice
Principles for
TWSE/GTSM Listed
Companies.		 In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.
Article 2
Except as otherwise
provided by law and
regulation or by this
Corporation’s Articles of		 Article 2
Except as otherwise
provided by law and
regulation or by this
Corporation’s articles of		 In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated

57/91

Articles after Amendment Articles before Amendment Description
Incorporation, elections of
directors shall be
conducted in accordance
with these Procedures.		 incorporation, elections of
directorsand supervisors
shall be conducted in
accordance with these
Procedures.		 December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.
Article 4
This Article was
removed.		 Article 4
Supervisors of this
Corporation shall meet the
following qualifications:
1. Integrity and a practical
attitude.
2. Impartial judgment.
3. Professional knowledge.
4. Broad experience.
5. Ability to read financial
statements.
In addition to the
requirements of the
preceding paragraph, at
least one among the
supervisors of this
Corporation must be an
accounting or finance
professional.
Appointments of
supervisors shall be made
with reference to the
provisions on independence
contained in the
Regulations Governing
Appointment of
Independent Directors and		 In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.

58/91

Articles after Amendment Articles before Amendment Description
Compliance Matters for
Public Companies, in order
to select appropriate
supervisors to help
strengthen the corporation’s
risk management and
control of finance and
operations.
At least one supervisor
position must be held by a
person having neither a
spousal relationship nor a
relationship within the
second degree of kinship
with any other supervisor or
with any director.
A supervisor may not
serve concurrently as the
director, managerial officer,
or any other employee of
this Corporation, and at
least one of the supervisors
must be domiciled in the
Republic of China to be
able to promptly fulfill the
functions of supervisor.
Article 4
(Omitted)		 Article 5
(Omitted)		 In compliance with the
removal of Article 4,
hereby adjust the Article
number.
Article 5
Elections of directors
at this Corporation shall
be conducted in
accordance with the
candidate nomination
system andprocedures set		 Article 6
Elections of both
directorsand supervisors at
this Corporation shall be
conducted in accordance
with the candidate
nomination system and		 In compliance with the
amendment to Article 192-
1 of the Company Act to
simplify the procedures for
nominating directors,
hence,herebyamend

59/91

Articles after Amendment Articles before Amendment Description
out in Article 192-1 of the
Company Act.
Paragraph 2 is omitted.
When the number of
independent directors falls
below that required under
the proviso of Article 14-
2, paragraph 1 of the
Securities and Exchange
Act, a by-election shall be
held at the next
shareholders meeting to
fill the vacancy. When the
independent directors are
dismissed en masse, a
special shareholders		 procedures set out in Article
192-1 of the Company Act.
This Corporation shall
review the qualifications,
education, working
experience, background,
and the existence of any
other matters set forth in
Article 30 of the Company
Act with respect to nominee
directors and supervisors
and may not arbitrarily add
requirements for
documentation of other
qualifications. It shall
further provide the results
of the review to
shareholders for their
reference, so that qualified
directors and supervisors
will be elected.
Paragraph 2 is omitted.
When the number of
independent directors falls
below that required under
the proviso of Article 14-2,
paragraph 1 of the
Securities and Exchange
Act,or the related
provisions of the Taiwan
Stock Exchange
Corporation rules
governing the review of
listings, or subparagraph 8
of the Standards for		 Paragraph 1.
In compliance with
FSC’s official document
Reference No. FSC SFI
1070345233 dated
December 19, 2018, issued
by the Financial
Supervisory Commission
of the R.O.C. requesting
listed companies to fully
establish independent

60/91

Articles after Amendment Articles before Amendment Description
meeting shall be called
within 60 days from the
date of occurrence to hold
a by-election to fill the
vacancies.
Paragraph 4 is omitted.		 Determining Unsuitability
for GTSM Listing under
Article 10, Paragraph 1 of
the GreTai Securities
Market Rules Governing
the Review of Securities for
Trading on the GTSM,a
by-election shall be held at
the next shareholders
meeting to fill the vacancy.
When the independent
directors are dismissed en
masse, a special
shareholders meeting shall
be called within 60 days
from the date of occurrence
to hold a by-election to fill
the vacancies.
When the number of
supervisors falls below that
prescribed in this
Corporation’s articles of
incorporation due to the
dismissal of a supervisor
for any reason, a by-
election to fill the vacancy
should ideally be held at the
next shareholders meeting.
When the supervisors are
dismissed en masse, a
special shareholders
meeting shall be called
within 60 days from the
date of occurrence to hold a
by-election to fill the
vacancies.		 directors, hence, hereby
adjust Paragraph 3.
In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.

61/91

Articles after Amendment Articles before Amendment Description
Article 6
The cumulative voting
method shall be used for
election of the directors at
this Corporation. Each
share will have voting
rights in number equal to
the directors to be elected,
and may be cast for a
single candidate or split
among multiple
candidates.		 Article 7
The cumulative voting
method shall be used for
election of the directorsand
supervisorsat this
Corporation. Each share
will have voting rights in
number equal to the
directorsor supervisors to
be elected, and may be cast
for a single candidate or
split among multiple
candidates.		 In compliance with the
removal of Article 4,
hereby adjust the Article
number.
In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.
Article 7
The board of directors
shall prepare separate
ballots for directors in
numbers corresponding to
the directors or
supervisors to be elected.
The number of voting
rights associated with each
ballot shall be specified on
the ballots, which shall
then be distributed to the
attending shareholders at
the shareholders meeting.
Attendance card numbers
printed on the ballots may
be used instead of
recordingthe names of		 Article 8
The board of directors
shall prepare separate
ballots for directorsand
supervisors in numbers
corresponding to the
directors or supervisors to
be elected. The number of
voting rights associated
with each ballot shall be
specified on the ballots,
which shall then be
distributed to the attending
shareholders at the
shareholders meeting.
Attendance card numbers
printed on the ballots may
be used instead of recording		 In compliance with the
removal of Article 4,
hereby adjust the Article
number.
In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.

62/91

Articles after Amendment Articles before Amendment Description
voting shareholders. the names of voting
shareholders.
Article 8
The number of
directors will be as
specified in this
Corporation’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.		 Article 9
The number of directors
and supervisors will be as
specified in this
Corporation’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.		 In compliance with the
removal of Article 4,
hereby adjust the Article
number.
In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.
Article 9
(Omitted)		 Article 10
(Omitted)		 In compliance with the
removal of Article 4,
hereby adjust the Article
number.
Article 11
If a candidate is a		 In compliance with the

63/91

Articles after Amendment Articles before Amendment Description
shareholder, a voter must
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 governmental
organization or juristic-
person shareholder, the
name of the governmental
organization or juristic-
person shareholder shall be
entered in the column for
the candidate’s account
name in the ballot paper, or
both the name of the
governmental organization
or juristic-person
shareholder and the name of
its representative may be
entered. When there are
multiple representatives, the
names of each respective
representative shall be
entered.		 removal of Article 4,
hereby adjust the Article
number.
In compliance with the
FSC’s official document
Reference No. FSC TWSE
1080311451 dated April 25,
2019, the election of
directors and supervisors of
listed (over-the-counter)
companies shall adopt a
candidate nomination
system starting from 2021,
and shareholders shall elect
candidates for directorship
from the list of candidates.
Shareholders will be able to
know the name and
academic history of each
candidate from the
candidate list before the
shareholders’ meeting. The
use of the shareholder’s
account number or ID card
number as a means of
identifying a candidate is
unnecessary, hence, hereby
remove this section.
Article 10
A ballot is invalid
under any of the following
circumstances:
1. The ballot was not
prepared bya person with
the right to convene.
2. A blank ballot is		 Article 12
A ballot is invalid
under any of the following
circumstances:
1. The ballot was not
prepared by the board
of directors.
2. A blank ballot isplaced		 In compliance with the
removal of Article 4 and
Article 11, hereby adjust
the Article number.
In compliance with
Article 173 of the
CompanyAct,shareholders

64/91

Articles after Amendment Articles before Amendment Articles before Amendment Description
placed in the ballot box.
3. The writing is
unclear and indecipherable
or has been altered.
4. The candidate
whose name is entered in
the ballot does not
conform to the director
candidate list.
5. Other words or
marks are entered in
addition to the number of
voting rights allotted.		 3.
4.
5.
6.		 in the ballot box.
The writing is unclear
and indecipherable or
has been altered.
The candidate whose
name is entered in the
ballotis a shareholder,
but the candidate’s
account name and
shareholder account
number do not
conform with those
given in the
shareholder register,
or the candidate
whose name is entered
in the ballot is a non-
shareholder, and a
cross-check shows
that 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 in
the ballot is identical
to that of another
shareholder, but no
shareholder account		 may, under certain
circumstances (e.g., when
the Board of Directors is
not to be convened), report
to the competent authority
for permission to convene
the meeting on their own,
with the intention of
adjusting Subparagraph 1
of this Article. In
compliance with the FSC’s
official document
Reference No. FSC TWSE
1080311451 dated April 25,
2019, the election of
directors and supervisors of
listed (over-the-counter)
companies shall adopt a
candidate nomination
system starting from 2021,
and shareholders shall elect
candidates for directorship
from the list of candidates.
Hence, hereby adjust
Subparagraph 4 and 5 of
this Article and remove
Subparagraph 6.

65/91

Articles after Amendment Articles before Amendment Articles before Amendment Description
number or identity
card number is
provided in the ballot
to identify such
individual.
Article 11
The voting rights shall
be calculated on site
immediately after the end
of the poll, and the results
of the calculation,
including the list of
persons elected as
directors and the numbers
of votes with which they
were elected,shall be
announced by the chair on
the site.		 Article 13
The voting rights shall
be calculated on site
immediately after the end of
the poll, and the results of
the calculation, including
the list of persons elected as
directorsor directors and
the numbers of votes with
which they were elected,
shall be announced by the
chair on the site.		 In compliance with the
removal of Article 4 and
Article 11, hereby adjust
the Article number.
In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of
the current directors and
supervisors, hence, hereby
delete the section on
supervisors.
Article 12
The board of directors
of this Corporation shall
issue notifications to the
persons elected as
directors.		 In compliance with the
removal of Article 4 and
Article 11, hereby adjust
the Article number.
In compliance with the
FSC’s official document
Reference No. FSC SFI
10703452331 dated
December 19, 2018, which
requires all listed
companies to establish an
audit committee to replace
the supervisors upon the
expiration of the terms of

66/91

Articles after Amendment Articles before Amendment Description
the current directors and
supervisors.
Article 13
(Omitted)		 Article 14
(Omitted)		 In compliance with the
removal of Article 4 and
Article 11, hereby adjust
the Article number.
Article 14
(Omitted)		 Article 15
(Omitted)		 In compliance with the
removal of Article 4 and
Article 11, hereby adjust
the Article number.

67/91

Chateau International Development Co., Ltd. Comparison Table of Amended Rules Governing the Scope of Powers of Supervisors

of Supervisors of Supervisors
Articles after Amendment Articles before Amendment Description
Article 10
A supervisor should
supervise the execution of
company business and
may at any time
investigate the financial
and business conditions of
this Company,audit,
copy, or photocopy books
and documents,and the
relevant departments in
this Company shall
provide the books and
documents that may be
required by the
investigation.
(Omitted)		 Article 10
A supervisor may at
any time investigate the
financial and business
conditions of this Company,
and the relevant departments
in this Company shall
provide the books and
documents that may be
required by the
investigation.
(Omitted)		 Adjust the text in the first
paragraph in accordance
with Article 218 of the
Company Act
Article 12
The Company should
take out liability
insurance for all directors
and supervisors with
respect to liabilities
resulting from the
performance of duties
during their terms of
office.		 Article 12
It is advisable that this
Company, in accordance
with the articles of
incorporation or the
resolution of a shareholders
meeting, take out liability
insurance for the supervisors
with respect to liabilities
resulting from the
performance of duties during
their terms of office, so as to
reduce and spread the risk of
material damage to the
rights and interests of this
Company and the
shareholders as a result of		 This article is amended in
accordance with the
amendment to Article 16
of Directions for
Compliance with the
Establishment of Board of
Directors by TWSE
Listed Companies and the
Board’s Exercise of
Powers, which stated that
the Company should take
out liability insurance for
all directors and
supervisors with respect
to liabilities resulting
from theperformance of

68/91

Articles after Amendment Articles before Amendment Description
error or negligence on the
part of a supervisor.		 duties during their terms
of office.

69/91

Comparison Table for the Amendment to the Articles of Incorporation of Chateau International Development Co., Ltd.

Articles after Amendment Articles before Amendment Description
Article 15:
The Company shall have 9to 13
Directors and 3 Supervisor(s) to be
elected at the shareholders meeting
from among the individuals of legal
capacity, with the term of three years.
All Directors and Supervisor(s) shall be
eligible for re-election.
A candidate nomination system is used
for the election of all directors and
supervisors of the Company.
The Company may establish
independent directors among the
aforementioned quota. The number of
independent directors shall not be less
than three and shall not be less than
one-fifth of the number of directors. A
candidate nomination system shall be
adopted for the election and they shall
be elected by the shareholders from the
list of candidate independent directors.
The professional qualifications,
shareholdings, restrictions on
concurrent positions, nominations and
other matters to be followed by
independent directors are in accordance
with the relevant regulations of the
competent securities authorities.
The Company has established an audit
committee in accordance with Article
14-4 of the Securities and Exchange
Act. The audit committee is composed
of independent directorsand its number
shall not be less than three, one of
whom shall be the convener. The		 Article 15:
The Company shall have9 Directors
and 3 Supervisor(s) to be elected at the
shareholders meeting from among the
individuals of legal capacity, with the
term of three years. All Directors and
Supervisor(s) shall be eligible for
re-election.
A candidate nomination system is used
for the election of all directors and
supervisors of the Company.
The Company may establish
independent directors among the
aforementioned quota. The number of
independent directors shall not be less
than two and shall not be less than
one-fifth of the number of directors. A
candidate nomination system shall be
adopted for the election and they shall
be elected by the shareholders from the
list of candidate independent directors.
The professional qualifications,
shareholdings, restrictions on
concurrent positions, nominations and
other matters to be followed by
independent directors are in accordance
with the relevant regulations of the
competent securities authorities.
The Company has established an audit
committee in accordance with Article
14-4 of the Securities and Exchange
Act. The audit committeeshallbe
composed of independent directorswho
shall perform the duties of supervisors
in accordance with the law. The		 The number
of seats of
directors was
revised in
conjunction
with the
establishment
of Audit
Committee
on 2022.

70/91

Articles after Amendment Articles before Amendment Description
exercise of its powers and functions
and related matters shall be governed
by the relevant laws and regulations,
and its organizational procedures shall
be separately determined by the Board
of Directors. The Company will
dismiss and abolish the duties of the
supervisors when the Audit Committee
is established.		 Company will dismiss and abolish the
duties of the supervisors when the
Audit Committee is established.
Article 27:
The Articles of Incorporation are
established on Sep. 8, 1995.
(Omitted)
28th amendment was made on mm/dd,
2021.		 Article 27:
The Articles of Incorporation are
established on Sep. 8, 1995.
(Omitted)		 Add
amendment
date

71/91

IV. Appendix

Chateau International Development Co., Ltd.

Articles of Incorporation (Before Amendment)

Chapter 1 General Provisions

Article 1:

The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Chateau International Development Co., Ltd.

Article 2:

The business items operated by the Company are as follows:

  1. E801010 Indoor Decoration

  2. F101100 Wholesale of Flowers

  3. F107050 Wholesale of Fertilizer

  4. F107080 Wholesale of Environmental Agents

  5. F111090 Wholesale of Building Materials

  6. F113010 Wholesale of Machinery

  7. F201070 Retail sale of Flowers

  8. F203020 Retail Sale of Tobacco and Alcohol

  9. F203010 Retail Sale of Food, Grocery and Beverage

  10. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories

  11. F207050 Retail Sale of Fertilizer

  12. F207080 Retail Sale of Environmental Agents

  13. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies

  14. F211010 Retail Sale of Building Materials

  15. F213080 Retail Sale of Machinery and Tools

  16. F214020 Retail Sale of Motorcycles

  17. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories

  18. F214060 Retail Sale of Ship and Component Parts Thereof

  19. F501060 Restaurants

  20. H701010 Housing and Building Development and Rental

  21. H701070 Process Zone Expropriation and Urban Land Readjustment Agency

  22. I102010 Investment Consulting

  23. I103060 Management Consulting

72/91

  1. I503010 Landscape and Interior Designing

  2. I504010 Floriculture Designing

  3. J101050 Environmental Testing Services

  4. J601010 Arts and Literature Service

  5. J602010 Performing Arts Activities

  6. J701020 Amusement Parks

  7. J701080 Water Recreation Activities Operator

  8. J801030 Athletics and Recreational Sports Stadium

  9. J901020 Regular Hotel

  10. JE01010 Rental and Leasing

  11. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3:

The Company may provide external guarantees and reinvestments for business purposes, and its reinvestments are not subject to the limit of 40% of the Company’s paid-in capital under Article 13 of the Company Act.

Article 4:

The Company shall have its head office in Pingtung County, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

Chapter 2 Capital Stock

Article 5:

The total capital stock of the Company shall be in the amount of NT$ 1,200,000,000, divided into 120,000,000 shares, at NT$10 each, to be issued in installments.

Article 6:

The shares issued by the Company are exempted from printing, but should be registered in Centralized Securities Depository Enterprises.

Article 7:

The registration of the transfer of shares shall be closed within 60 days prior to the annual shareholders’ meeting, within 30 days prior to the extraordinary shareholders’ meeting, or within 5 days prior to the base date of the Company’s decision to distribute dividends and bonuses or other benefits, unless otherwise provided by law.

Except as otherwise provided by laws and regulations and securities regulations, the Company’s stock transactions are handled in accordance with the provisions of the

73/91

Company Act and the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

Article 8:

The transfer of shares acquired by the Company is limited to the employees of the Company and its domestic and foreign controlled or subordinate companies, and the terms and conditions of the transfer are authorized to be determined by the board of directors.

Article 9:

The issuance of employee stock options and new shares with restricted employee rights are limited to employees of the Company and its domestic and foreign controlled or subordinate companies, and the terms and conditions and the method of transfer are authorized to be determined by the board of directors.

Article 10:

The Company reserves the right to issue new shares in cash for subscription by employees only to employees of the Company and its domestic and foreign controlled or subordinate companies, and the terms and conditions and the manner of subscription are authorized to be determined by the board of directors.

Chapter 3 Shareholders’ Meeting

Article 11:

There are two types of shareholders’ meetings: annual meetings and extraordinary meetings. Annual meetings are held annually within six months after the end of each fiscal year and convened by the Board of Directors in accordance with the law. Extraordinary meetings are convened in accordance with the law when necessary.

Article 12:

In case that a shareholder cannot attend the shareholders meeting, such shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy’s authorization with his/her signature or stamp.

Article 13:

Each shareholder is entitled to one vote for each share held. However, those shares held in accordance with Article 179 of the Company Act without voting rights.

Article 14:

Unless otherwise provided for in the Company Act, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of the total

74/91

outstanding capital stock of the Company. Resolutions of a shareholders meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting.

Chapter 4 Directors and Supervisors

Article 15:

The Company shall have 9 Directors and 3 Supervisor(s) to be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years. All Directors and Supervisor(s) shall be eligible for re-election.

A candidate nomination system is used for the election of all directors and supervisors of the Company.

The Company may establish independent directors among the aforementioned quota. The number of independent directors shall not be less than two and shall not be less than onefifth of the number of directors. A candidate nomination system shall be adopted for the election and they shall be elected by the shareholders from the list of candidate independent directors.

The professional qualifications, shareholdings, restrictions on concurrent positions, nominations and other matters to be followed by independent directors are in accordance with the relevant regulations of the competent securities authorities.

The Company has established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of independent directors who shall perform the duties of supervisors in accordance with the law. The Company will dismiss and abolish the duties of the supervisors when the Audit Committee is established.

Article 16:

The Company may purchase liability insurance for directors, supervisors, and key employees during their tenure of office in respect of their liability under the law for performing the scope of the Company’s business in order to protect the interests of all shareholders and reduce the Company’s operating risks. The Board of Directors is authorized to exercise full authority in matters relating to insurance coverage.

Article 17:

The Directors shall constitute the Board of Directors and shall elect one Chairman and one deputy Chairman of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors. The Chairman shall externally represent the Company.

75/91

The powers and duties of the Board of Directors and the manner of resolution shall be in accordance with the provisions of the Company Act of ROC, except that the following

matters shall require the approval of at least two-thirds of all directors:

  1. Establish and abolish branch offices.

  2. Review and approve the budget.

  3. Give approval for the company to invest in other businesses.

  4. Propose the distribution of earnings.

  5. Propose division of powers and responsibilities between the Board of Directors and the General Manager.

  6. Employ and dismiss the personnel at the level of Deputy General Manager or above.

  7. Appoint, change or dismiss attorneys and accountants.

  8. Other powers and responsibilities in accordance with the Company Act or the Securities and Exchange Act or the Guidelines for Establishing Internal Control Systems for Public Companies or relevant laws and regulations or resolutions of shareholders’ meetings.

  9. Prepare the proposals to be submitted to the shareholders’ meeting.

In addition to carrying out their duties in accordance with the law, the supervisors may attend the board of directors’ meetings to present their views, but have no voting rights. If a director is unable to attend a board of directors’ meeting in person for any reason, he or she may appoint another director to attend, but each director may only act for one director.

Article 18:

In case the Chairman of the Board of Directors is on leave or absent or can not exercise his power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act.

Article 19:

The Board of Directors shall convene a meeting of the Board of Directors, stating the reason for the meeting, and notify the directors and supervisors seven days in advance. However, in case of emergency, board meetings may be called for at any time.

The notice of convening in the preceding paragraph may be made by electronic means with the consent of the parties concerned.

Article 20:

The remuneration of all directors and supervisors is authorized to be determined by the Compensation Committee based on their participation in the Company’s operations and the value of their contributions, taking into account industry standards, and then submitted to the Board of Directors for resolution.

76/91

Chapter 5 Managerial Officials

Article 21:

The Company may have several managerial officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act unless specified herein.

Chapter 6 Accounting

Article 22:

The fiscal year of the Company starts from Jan. 1 and ends on Dec. 31 each year. After the close of each fiscal year, the Board of Directors shall prepare the following reports and send them to the supervisors for examination 30 days prior to the annual shareholders meeting, and the supervisors shall issue a report and submit it to the annual shareholders meeting for adoption.

  1. Business report.

  2. Financial statements.

  3. Profit distribution or proposals concerning appropriation of net profits or making up losses.

Article 23:

If there is profit at the end of each fiscal year, no less than 1% of profit of the current year distributable as employees’ compensation shall be appropriated. The Compensation Committee shall make recommendations and submit them to the Board of Directors for resolution, and the distribution shall be made in shares or cash with the presence of at least two-thirds of the Directors and the approval of a majority of the Directors present, and shall be limited to the employees of the Company and its domestic and foreign controlled or subordinate companies; the so-called controlled or subordinate companies are defined in accordance with Article 369-2, Article 369-3, Article 369-9, Paragraph 2 and Article 369-11 of the Company Act. The terms and conditions and the method of distribution are authorized to be determined by the Board of Directors. The Company may set aside not more than 1% of the above-mentioned profit amount as remuneration to directors and supervisors after the Compensation Committee makes a recommendation and sends it to the Board of Directors for resolution, with the attendance of at least twothirds of the directors and the approval of a majority of the directors’ present. The remuneration to employees and remuneration to directors and supervisors should be reported to the shareholders’ meeting.

However, the Company’s accumulated losses shall have been covered first, and then the

77/91

remuneration to employees and directors and supervisors should be provided in proportion to the aforementioned amount.

Article 24:

After closing of accounts, if there is earnings, the Company shall

  1. make up the losses for the preceding years.

  2. set aside a legal reserve of 10% of the net profit. Moreover, the Company shall set aside 20% of the special reserve for the expansion fund for each year the that the Company is a single operating base from 2011 through 2048, and shall establish an expansion fund account for the funds set aside each year.

  3. Appropriate special reserve in accordance with other laws and regulations.

  4. The Board of Directors shall prepare a proposal for distribution in accordance with the dividend policy and submit it to the shareholders’ meeting for approval after adding the undistributed earnings at the beginning of the period and adjusting the undistributed earnings for the current period.

  5. 20% of the special reserve appropriated in accordance with Paragraph 1, Subparagraph 2:

  6. The funds in the expansion fund account are for exclusive use and are restricted to be used for operations related to the expansion of new operating locations such as building, operating equipment, operating revolving funds or bank guarantees.

  7. The investment targets of the Expanded Fund account are mainly for stable interest earning and are limited to time deposits, government bonds, bond funds, ETF funds and portfolio funds.

  8. Appropriation may be stopped only if one of the following conditions is met:

    • (1) The total amount of investment for acquiring new operational sites must be at least NT$500 million, and the new operational sites must be profitable for two consecutive years.

    • (2) The special reserve has doubled the paid-in capital.

The Company is developed steadily currently and will master fluctuations internally and externally to reach sustainability of operation and development. The Board of Directors shall consider the Company’s future capital expenditure budget and capital requirements and evaluate the necessity of using earnings to fund the Company’s operations in order to determine the amount to be retained or distributed as dividends or bonuses to shareholders in the form of cash, with no less than 30% in cash and no more than 70% in stock.

Chapter 7 Supplementary Provisions

Article 25:

In regard to all matters not provided for in these Articles of Incorporation, the Company

78/91

Act and other relevant regulations shall govern.

Article 26:

When the Company intends to cancel the public offering of its shares, it shall be submitted to the shareholders’ meeting for resolution, and this provision shall not be changed during the period of the Emerging Stock Market and the period of the listed stock market.

Article 27:

The Articles of Incorporation was stablished on Sep. 8, 1995.

1st amendment was made on Nov. 5, 1995. 2nd amendment was made on Apr. 18, 1996. 3rd amendment was made on Jul. 14, 1997. 4th amendment was made on Apr. 3, 1998. 5th amendment was made on Jun. 20, 1998. 6th amendment was made on Jan. 5, 1999. 7th amendment was made on Jul. 28, 2000. 8th amendment was made on Feb. 6, 2001. 9th amendment was made on Jun. 18, 2001. 10th amendment was made on Oct. 16, 2001. 11th amendment was made on Jun. 28, 2002. 12th amendment was made on Sep. 4, 2003. 13th amendment was made on Mar. 8, 2005. 14th amendment was made on Jun. 23, 2006. 15th amendment was made on Nov. 17, 2006. 16th amendment was made on May. 9, 2007. 17th amendment was made on Dec. 5, 2007. 18th amendment was made on May. 5, 2008. 19th amendment was made on Mar. 10, 2009. 20th amendment was made on Nov. 9, 2010. 21st amendment was made on May. 13, 2011. 22nd amendment was made on Feb. 3, 2012. 23th amendment was made on Mar. 4, 2013. 24th amendment was made on May. 23, 2013. 25th amendment was made on May 23, 2016. 26th amendment was made on May 17, 2019.

79/91

Chateau International Development Co., Ltd. Rules of Procedure for Shareholders Meetings (current articles)

Article 1:

The rules of procedures for this Corporation’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2: (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 3: (Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation’s shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as

80/91

a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

81/91

Article 4: (proxy attending the shareholders meeting and authorization)

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5: (Preparation of documents such as the attendance book)

This Corporation shall furnish the attending shareholders or their proxies (collectively, “shareholders”) with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. A solicitor of solicited proxies shall also bring identification documents for verification.

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: (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, provisions in Article 208 of the Company Act shall be complied.

82/91

It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors.

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 mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 7: (Calculation on the number of shares in attendance and call the meeting)

Attendance at shareholders meetings shall be calculated based on 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 correspondence or electronically.

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, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.

If the 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 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 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 8: (Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in

83/91

the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda (including extraordinary motions), except by 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.

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, call for a vote, and schedule sufficient time for voting.

After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place.

Article 9: (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker’s slip his/her shareholder account number (or attendance card number), account name, and the subject of the speech. The order in which shareholders speak will be set by the chair. The chairman (or his or her designee) will call out the names in order before the attending shareholder can speak.

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.

Except with the consent of the chair, a shareholder (including a natural person and a juristic person) 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 chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or

84/91

interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

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. In the event of a dispute or uncertainty among the delegates, the chairman may designate one of the delegates to speak, and any second person or more shall be deemed not to have spoken.

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

If a person violates the provisions of these rules regarding speech, his or her speech shall be considered as not having been delivered, and the chairman may stop his or her speech, and the speech shall not be included in the record of proceedings, and shall be handled in accordance with the provisions of Article 15.

Article 10: (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 11: (Motion voting, vote monitoring and vote counting)

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2

85/91

of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 5 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence 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 known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation’s articles of incorporation, the passage of a proposal shall require 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 chair or a person designated by the chair shall first 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.

When there is an amendment or an alternative to a proposal, the chair shall present the

86/91

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, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after 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: (Matters for election)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately.

The ballots for the election referred to in the preceding paragraph shall be kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 13: (Meeting minutes and signed matters)

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 meeting minutes may be produced and distributed in electronic form.

A public company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.

The attendance book of the attending shareholders and the proxy form of the

87/91

attending proxies shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 14: (Public disclosure)

On the day of a shareholders meeting, this Corporation 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 proxy agent, 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, this Corporation shall upload the content of such resolution 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 arm bands.

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.”

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing 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 a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

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.

88/91

Article 17: (Documentation of a shareholders meeting by audio or video)

This Corporation shall make an audio and video recording of the entire proceedings of the shareholders meeting 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 recording shall be retained until the conclusion of the litigation.

Article 18:

In regard to all matters not provided for herein, the Company Act and other relevant regulations shall govern.

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

Article 19:

The establishment was made on May 5, 2008 during the annual shareholders meeting. 1st amendment was made on May. 13, 2011.

2nd amendment was made on Feb. 3, 2012.

3rd amendment was made on Mar. 4, 2013.

4th amendment was made on May. 11, 2015.

89/91

Shareholdings of All Directors and Supervisors

Shareholdings of individual and all directors and supervisors recorded in the shareholders’ roster as of the CSDE (Mar. 8, 2021) of this Annual Stockholders’ Meeting are stated as follows:

Meeting are stated as follows:
Title Account Name Appointment
Date		 Shareholding
on CSDE
Director Guantian Investment Development Co., Ltd.
Representative: CHEN,SIE-TONG		 2019.05.17 32,824,581
Director Guantian Investment Development Co., Ltd.
Representative: YOU,GUO-FANG		 2019.05.17
Director Representative: AARON CHEN 2019.05.17 1,599,084
Director Zhongxin Development Co.,Ltd.
Representative: CHANG,HUEI-RU		 2019.05.17 22,491,623
Director Zhongjia International Investment Co., Ltd. 2019.05.17 5,928,269
Director CHEN, PIN-CHUN 2019.05.17 812,723
Director TSAI, TE-HSIANG 2019.05.17 1,936
Independent
Director		 CHEN, LONG-FONG 2019.05.17 0
Independent
Director		 WANG, HONG-CYUAN 2019.05.17 0
Actual Shareholding of all Directors
63,658,216
Supervisor DU, CIOU-PING 2019.05.17 873,613
Supervisor Hsin-shih Textile Co., Ltd.
Representative: CHEN,MI-JYUAN		 2019.05.17 144,727
Supervisor CHEN, RUEI-SEN 2019.05.17 0
Actual Shareholding of all Supervisors
1,018,340

  • Note: 1. The paid-in capital of the Company is NT$ 1,115,229,610 and the number of shares issued is 111,522,961.

  • In accordance with the provisions in Article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum legally-held shares of all directors and supervisors are the following: ． Legally-held shares of all directors: 6,691,378 shares

  • ． Legally-held shares of all supervisors: 669,138 shares

  • Actual shareholding of all directors: 63,658,216 shares, with legally-held percentage standard reached; actual shareholding of all supervisors: 1,018,340 shares, with legally-held percentage standard reached.

90/91

The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

Unit: NT$1000,share
Year
2020
(Estimates)
Capital
1,115,230
Cash dividend per share
0.50(Note
2)
Number of share allotment from earnings transferred to capital
0
Number of share allotment from capital surplus transferred to capital
0
Operating profit
Note 1
Year-over-year Increase(decrease)ratio of operating profit
Netprofit after tax
Year-over-year Increase(decrease)ratio of netprofit after tax
Earningsper share(NT$)
Year-over-year Increase(decrease)ratio of earningsper share
Annual average return on investment (Reciprocal annual average P/E
ratio)
If the total amount of
earnings transferred to
capital changes to cash
dividend
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus was not
transferred to capital
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus and earnings not
yet been transferred to
capital and changed to
cash dividend
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment		 Unit: NT$1000,share
Year
2020
(Estimates)
Capital
1,115,230
Cash dividend per share
0.50(Note
2)
Number of share allotment from earnings transferred to capital
0
Number of share allotment from capital surplus transferred to capital
0
Operating profit
Note 1
Year-over-year Increase(decrease)ratio of operating profit
Netprofit after tax
Year-over-year Increase(decrease)ratio of netprofit after tax
Earningsper share(NT$)
Year-over-year Increase(decrease)ratio of earningsper share
Annual average return on investment (Reciprocal annual average P/E
ratio)
If the total amount of
earnings transferred to
capital changes to cash
dividend
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus was not
transferred to capital
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus and earnings not
yet been transferred to
capital and changed to
cash dividend
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment		 Unit: NT$1000,share
Year
2020
(Estimates)
Capital
1,115,230
Cash dividend per share
0.50(Note
2)
Number of share allotment from earnings transferred to capital
0
Number of share allotment from capital surplus transferred to capital
0
Operating profit
Note 1
Year-over-year Increase(decrease)ratio of operating profit
Netprofit after tax
Year-over-year Increase(decrease)ratio of netprofit after tax
Earningsper share(NT$)
Year-over-year Increase(decrease)ratio of earningsper share
Annual average return on investment (Reciprocal annual average P/E
ratio)
If the total amount of
earnings transferred to
capital changes to cash
dividend
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus was not
transferred to capital
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus and earnings not
yet been transferred to
capital and changed to
cash dividend
Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
Item Year 2020
(Estimates)
Initial Paid-in Capital 1,115,230
Current
Year
Dividends		 Cash dividend per share 0.50(Note
2)
Number of share allotment from earnings transferred to capital 0
Number of share allotment from capital surplus transferred to capital 0
Variation of
Operational
Performance		 Operating profit Note 1
Year-over-year Increase(decrease)ratio of operating profit
Netprofit after tax
Year-over-year Increase(decrease)ratio of netprofit after tax
Earningsper share(NT$)
Year-over-year Increase(decrease)ratio of earningsper share
Annual average return on investment (Reciprocal annual average P/E
ratio)
Pro forma
Earnings per
share and
P/E ratio		 If the total amount of
earnings transferred to
capital changes to cash
dividend		 Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus was not
transferred to capital		 Pro forma earningsper share(NT$)
Pro forma annual average return on
investment
In case of capital
surplus and earnings not
yet been transferred to
capital and changed to
cash dividend		 Pro forma earningsper share(NT$)
Pro forma annual average return on
investment

Note 1. The Company has not made 2020 financial forecast in public, hence, no need to disclose estimates for 2020.

Note 2. The dividends of current year is about to be determined in the Shareholders’ Meeting.

91/91

More from Chateau

Declaration of Voting Results & Voting Rights Announcements 2026
May 26
Governance Information 2026
May 26
Regulatory Filings 2026
May 20
Interim / Quarterly Report 2026
May 14
Interim / Quarterly Report 2026
May 12
Interim / Quarterly Report 2026
May 12
Regulatory Filings 2026
May 12
Regulatory Filings 2026
May 12
Earnings Release 2026
May 12
Earnings Release 2026
May 12
View all filings →