HUANG HSIANG — AGM Information 2021

Aug 13, 2021

Ticker Symbol: 2545

Huang Hsiang Construction Corporation

2021 Annual Shareholders ’Meeting Meeting Agenda

Meeting date & time: June 10, 2021, (Thursday), at 9:00 a.m. Meeting place: No. 8, Ln. 470, Sec. 5, Zhongshan N. Rd., Shihlin Dist., Taipei City, Taiwan (2F, Taipei Shihlin Renaissance Hotel)

Reference Website: MOPS http://mops.twse.com.tw

Notices to Readers： This English version handbook is a translation of the Chinese version and is not an official document of the shareholder’s meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Table of Contents

I. Meeting Procedure…………………………………….………...……..	1
II. Meeting Agenda………………………………..………………....…..	1
1. Reported Matters…………………………….………….…...…..	2
2. Acknowledged Matters…………………………………………..	7
3. Matters for Discussion……………………………..………...…..	8
4. Election Matters…………………………..………………...…..	10
5. Other Proposal……………………………….……………...…..	12
6. Extemporary Motions………………………………….…...…..	12
7. Adjournment………………………………………………...…..	12
III. Appendix………………………………………………………...…..
1. Regulations of Directors Election（before amended）…………	13
2. Articles of Incorporation………………………………………...	15
3. 2020 Annual Financial Statements………………………………	20
4. Rules of Procedure for Shareholders Meetings………….………	38
5. Directors’ Shareholding Statement	41

Meeting Procedure

1. Call Meeting to Order

2. Chairman’s Address

3. Reported Matters

4. Acknowledged Matters

5. Matters for Discussion

6. Election Matters

7. Other Proposal

8. Extemporary Motions

9. Adjournment

Meeting Agenda

1. Reported Matters

2. (1) 2020 Operation Overview & 2021 Operation Plan

3. (2) 2020 Audit Committee’s Audit Report

4. (3) 2020 Amounts and Distributed Methods of Employees’ and Directors’ Remuneration

5. (4) 2020 Implementation of Making Endorsements/Guarantees

6. (5) 2020 Acquisition and Disposal of Real Estate from Related Parties Proposal

7. Acknowledged Matters

8. (1) Acknowledgement of 2020 Business Report and Financial Statements

9. (2) 2020 Earnings Distribution Proposal

10. Matters for Discussion: amendment of the Company’s Regulations of Directors Election proposal

11. Election Matters: comprehensive reelection of directors proposal

12. Other Proposal: lifting restrictions of non-compete prohibition of new-elected directors

13. Extemporary Motions

14. Adjournment

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Meeting Agenda

1. Reported Matters

• （1）2020 operation overview and 2021 operation plan, for your approval.

2020 Business Report

1. 2020 business report

• 1) Implementation overview and results

Although it was influenced by the epidemic of COVID-19 and U.S.-China trade war, etc., in 2020, the performance of the domestic housing market still revealed volume increase and stable price, and continued to rebound, and the customer group of the present stage focused on self-occupied customers and — house replacement group, and the real estate market showed the situations of slow base construction and gradual energy increase. The Company’s consolidated revenue of the year 2020 was NT$ 6,456,420 thousand compared with 2019 consolidated revenue of NT$ 3,192,577 thousand increased by 102%, and the consolidated comprehensive income was NT$ 1,746,515 thousand.

• 2) Implementation of operating revenue and expenditure and budgets — consolidated financial statement

Unit：Thousands of New Taiwan Dollars

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Budget Number Actual Number of Achievement
Item
of 2020 2020 Percentage
Operating Revenue 6,456,420
Operating Costs 3,586,608
Gross Profit from Operations 2,869,812
Operating Expenses 796,024
Net Operating Income 2,073,788
Non-operating Income and Unbudgeted Inapplicable
（308,319）
Expenses
Profit before Tax 1,765,469
Net income 1,746,646
Other Comprehensive Income (131)
Total Comprehensive Income 1,746,515
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• 3) Financial revenue and expenditure and profitability analysis — consolidated financial statement

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Item 2020
Ratio of liabilities to assets (%) 72.49
Financial
structure Ratio of long term funds to property, plant and 1,092.71
equipment (%)
Current ratio (%) 139.38
Solvency Quick ratio(%) 10.36
Interest coverage multiple (Times) 4.16
Return on assets (%) 4.98
Return on equity (%) 16.25
Profitability
Net profit ratio (%) 27.05
Earnings per share(NT$) 5.33
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• 4) Research and development status

  • (a) In the aspect of architectural layout design: carefully evaluated in accordance with the needs of the market and consumers, and selected a n excellent construction team and applications of related construction regulations to meet increasingly innovative market needs.

  • (b) In the aspect of construction engineering and management: constantly discuss about various construction methods, and introduced the most suitable method and technology and engineering management, and strictly controlled the quality, costs and progress to increase the competitiveness of products.

  • (c) In the aspect of the Company’s computers: introduced a construction integrated management system, including the engineering budget system, the engineering contracting system, the business system and the accounting system, etc., and promptly controlled and enhanced working efficiency by means of on-line operation between the inside of the Company and the construction site.

  • (d) In the aspect of market research and development: certainly control the real estate market, actively collect various information of lands and the house market, and discussed and analyzed, and make a correct product positioning and an excellent marketing strategy to achieve the target of high sales rate. In addition, and the related discussions about urban renewal and commercial real estate, etc., were regarded as the reactions to the future sustained developments of the Company.

• 2021 operation plan

• 1) Business policy

  • The Company’s operation has kept steadfast, and always upholds the concept of integrity — honest and faithful and efficiency — effective implementation and quality — professional service to continue developments and sustainably operate. We believe that recruiting and cultivating excellent talents from various domains to strengthen the management team can certainly control and encounter the variation of the overall real estate market, and then we can make a proper strategic plan and decide a correct direction. Regarding the raise of construction quality, created excellent products, enhanced after-sales service, and established the brand image.

• 2) Expected sales volume and basis At the present stage, the government has continued to cap rising housing prices, for instance, Central Bank of Republic of China issued loan restrictions, and Executive Yuan launched 2.0 version of House and Land Transactions, the overall environment should make the investors to appear one after another, on the contrary, let partial self-occupied customers and house replacement group return continually. The Company continues to sell Huang Hsiang Park, Huang Hsiang Amethyst Palace, Huang Hsiang Royal Garden, Huang Hsiang Zhungshan 2nd MRT Commercial Building and other projects this year, and judged in accordance with the current sales situation in the market, the expected sales volumes of the year were 200 households of Huang Hsiang Park, 15 households of Huang Hsiang Amethyst Palace, 20 of Huang Hsiang Royal Garden, 2 households of Huang Hsiang Zhungshan 2nd MRT Commercial Building and 20 households of other projects.

Chairman :

Nien-Chi, Liao

General Manager : Accounting Supervisor : Yu-Hsiang, Liao Chi-Hua, Wang

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(2) 2020 audit committee’s audit report, for your approval.

Huang Hsiang Construction Corporation

Audit Committee’s Audit Report

The board of directors prepared the Company’s 2020 annual financial statements and the subsidiaries’ annual consolidated financial statements, and the financial statements among them was audited by CPAs Tseng, Kuo-Yang and Chien, Ti-Nuan of KPMG, and the audit report has been offered; and the business report and earnings distribution statement examined by the audit committee, were reviewed and determined to be correct and accurate by the audit committee, and the report was made in accordance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, for your examination.

Faithfully 2021 Annual Shareholders’ Meeting of the Company

Huang Hsiang Construction Corporation

Convener of Audit Committee: Shun-Then, Chen

March 29, 2021

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• （3) 2020 amounts and distributed methods of employees’ and directors’ remuneration, for your approval.

• Explanation: (1) The Company’s Articles of Incorporation has been drawn up, when the Company has profit of the year, shall allocate 1% or more as employees’ remuneration, and 5% or less as directors’ remuneration. However, when the Company has accumulated loss, shall first compensate the amount of the accumulated loss.

  • (2) As approved by the resolution made at a meeting of board of directors on March 19, 2021, designated 1% as employees’ remuneration NT$ 17,994,370 and 1% as directors’ remuneration NT$ 17,994,370, the total amount was paid in cash, and the issued object shall include employees of the subordinate companies.

  • (3) The designated expenses were the same as the year 2020, and there was no difference.

• （4) 2020 implementation of making endorsements/guarantees, for your approval.

• Explanation: The Company’s 2020 implementation of making endorsements / guarantees is as follow:

Unit：Thousands of New Taiwan Dollars

Object	Relationship	Balance of guarantees and endorsements as of reporting date	Limitation on amount of guarantees and endorsements for a specific enterprise
Northlight Construction Ltd.	Subsidiary	640,000	2,856,190
Polis International Developments Co., Ltd.	Subsidiary	90,000	2,856,190

• Note: The total amount of the Company’s external guarantees and endorsements shall not exceed 50% of the net value of the current period, of which the limit of guarantees and endorsements for a single enterprise shall not exceed 25% of the net value of the current period. The guarantees and endorsements arising from business contact shall not exceed the total amount of transactions with the company in the most recent year.

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(5) 2020 acquisition and disposal of real estate from a related party proposal, for your approval.

Explanation: (1) As considered the future operation plan, the Company acquired the real estate from a related party in 2020, and the related information of lands is as follows:

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The section of an Land Land area Purchase price
Land holding Related Party
area number （Ping） (NT$ Thousands)
466 71.6925 4950/85530000
Ling-Chun,
27
Liao
466-1 5.4450 4950/85530000
Linyi Section,
Zhongzheng Dist.,
Taipei City
466 71.6925 4950/85530000
27 Pei-Ju, Liao
466-1 5.4450 4950/85530000
Mingde Section, Huang Ming
Tucheng Dist., New 222 449.23 1/1 392,668 Industrial Co.,
Taipei City Ltd.
109 194.83 1/1
Mingde Section,
Ling-Chun,
Tucheng Dist., New 524,466
Liao
Taipei City
191 367.40 1/1
94 46.89 1/1
95 0.91 1/1
Small section of
Ching Lung
Hanzhong Section,
96 38.12 1/1 1,160,812 Construction
Wanhua Dist., Taipei
Co., Ltd.
City
97 77.74 1/1
98 35.09 1/1
----- End of picture text -----

(2) As considered there was a good profit on the account, the Company disposed the real estate for a related party in 2020, and the related information of lands is as follows:

	and the related	information of lands	is as follows:
Base location	Land area （㎡）	Land holding	Purchase price (NT$ Thousands)	Related Party
The sum of 31 lands for roads, land serial no. 148, Minquan Section, Banqiao Dist., New Taipei City, etc.	1,137.47	1/1	180,020	Ching Lung Construction Co., Ltd.

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2. Acknowledged Matters ONE Proposed by board of directors

Proposal: Acknowledgement of 2020 business report and financial statements proposal, for your approval

• Explanation: The Company’s 2020 annual financial statements and the subsidiaries’ annual consolidated financial statements was audited by certified public accounts Kuo-Yang, Tseng and Ti-Nuan, Chien of KPMG, and together with the business report, were reported to the Company’s audit committee for audit (financial statements, please refer to P.20-37 of appendix 3 of the agenda), for your approval.

Resolution:

TWO Proposed by board of directors

Proposal: 2020 earnings distribution proposal, for your approval

• Explanation: (1) The Company’s undistributed earnings at the beginning of the year of 2020 was NT$ 4,221,642,898, plus net profit after tax of the year 2020 of NT$ 1,746,646,191, reduced other comprehensive income NT$ 130,589, designated 10% legal reserve of NT$ 174,651,560, and the sum of distributable earnings was NT$ 5,793,506,940.

• (2) Drafted to allocate 2020 earnings NT$ 1,474,806,636 to distribute cash dividends to shareholders (paid in cash — NT$ 4.5 per share), cash dividends shall be calculated to dollar, with amounts of less than NT$ 1.00 unconditionally rounded down, and the fractional sum of less than NT$ 1.00 was recognized in employee welfare committee.

• (3) After the proposal is approved at a regular shareholders’ meeting, the board of directors is authorized to set ex-dividend date to distribute.

• (4) When the Company buys back its stocks and treasury stocks to transfer to employees or write off, and for other reasons hereafter, and it causes that the total number of outstanding stocks led into the variation of shareholder distribution ratio, and drafts to report to a shareholders’ meeting for authorizing the chairman to discretionarily adjust the payout ratio and conduct related matters.

• (5) For your approval

• (6) Attached earnings distribution statement is as follows:

Huang Hsiang Construction Corporation 2020 Earnings Distribution Statement

Beginning undistributed earnings Add (Minus): Net profit after tax Other comprehensive income Legal reserve Distributable earnings Distributed item: Cash dividend to shareholders Ending undistributed earnings Chairman : General Manager : Nien-Chi, Liao Yu-Hsiang, Liao		Unit: NTD
	Beginning undistributed earnings	4,221,642,898
	Add (Minus):
	Net profit after tax	1,746,646,191
	Other comprehensive income	(130,589)
	Legal reserve	(174,651,560)
	Distributable earnings	5,793,506,940
	Distributed item:
	Cash dividend to shareholders	(1,474,806,636)
	Ending undistributed earnings	4,318,700,304
		Accounting Supervisor : Chi-Hua, Wang

Resolution:

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3. Matters for Discussion Proposed by board of directors

Proposal: Amendment of the Company’s Regulations of Directors Election proposal, for your decision

Explanation: To adapt amendments of decrees, drafted to amend partial articles of the Company’s Regulations of Directors Election, and the comparison of amended articles is as follow:

Content			Explanation
Current articles		Amended articles
Article 4: A candidates nomination system is adopted for election of the directors of the Company. A shareholder’s account number printed on the ballots may be used instead of recording the names of electors, each share will have voting rights in number equal to the directors to be elected in accordance with the regulations, and may be cast for a single candidate or split among multiple candidates. An election ofindependentdirectors shall adopt a candidates nomination system in accordance with Article 192-1 of the Company Act, elections of independent directors and non-independent directors shall be held at the same time, and separately calculated the number of elected, shareholders shall elect from theindependentdirector candidate list.		Article 4: A cumulative voting method is adopted for election of the directors of the Company. A shareholder account number printed on the ballots may be used instead of recording the names of electors, each share will have voting rights in number equal to the directors to be elected in accordance with the regulations, and may be cast for a single candidate or split among multiple candidates. Election of directors, shall adopt a candidates nomination system in accordance with Article 192-1 of the Company Act, elections of independent directors and non-independent directors shall be held at the same time, and separately calculated the number of elected, shareholders shall elect from the director candidate list.
Article 6: The board of directors shall print ballots, unless the Company’s seal was stamped on the ballots, and shareholder account number and the number of voting rights shall be specified on the ballots.		Article 6: A person with the right to convene shall prepare separate ballots for directors in numbers corresponding to the directors to be elected, and 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 the names of voting shareholders.
Article 8: The ballot boxes shall be prepared by directorsand publicly checked by the personnel before voting commences.	the board of vote monitoring	Article 8: The ballot boxes shall be prepared bya person with the right to conveneand publicly checked by the vote monitoring personnel before voting commences.
Article 9: The electors shall fill in shareholder account number of the elected in the column of the elected on each ballot (if the elected has no shareholder status, shall specify I. D. number or passport number) and name. When the elected is the government or a juristic shareholder, in the column of the elected on the ballots, shall be filled in the name and tax I. D. number of the government and the juristic shareholder, and specified the names of the juristic shareholder and the representative.		Deleted.	To adapt the order of Financial Supervisory Commission, TWSE/TPEx listed companies have adopted a candidates nomination system from 2021,a shareholder can know names, education/work experiences and other information of candidates from the candidate list before a shareholders’ meeting is convinced, and it is not necessary to distinguish the candidates from shareholder account number or I. D. number, so deleted this article.

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Content		Explanation
Current articles	Amended articles
Article 10: A ballot is invalid under any of the following circumstances. 1. The ballot was not prepared in accordance with the regulations. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable. 4.Any of filled name, shareholder account number (or I. D. number or passport number) and the number of allocated voting rights of the elected has been altered. 5. When the filled elected has the shareholder status, the account name and shareholder account number do not conform to the shareholder roster, or the account name is the same as other shareholder, and shareholder account number (or I. D. number) was not filled to identify. 6. When the filled elected has no shareholder status, his/her name and I. D. number (or passport number) were not filled in, or his/her name, I. D. number (or passport number) cannot be conformed or does not conform. 7. Other words or marksare entered in addition to filledname of the elected, shareholder account number (or I. D. Number or passport number) andthe number of allocated voting rights. 8. The number of filled elected exceeds elected number mentioned in the regulation. 9. The sum of allocated voting rights exceeds the number of voting rights held by the electors.	Article9: 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 placed in the ballot box. 3. The writing is unclear and indecipherableor has been altered. 4.The electedwhose 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, or two persons or more of the elected are filled in.	To adapt deleted Article 9, adjusted the number of article.
Article11: Omitted.	Article10: Omitted.	To adapt deleted Article 9, adjusted the number of article.
Article12: Omitted.	Article11: Omitted.	To adapt deleted Article 9, adjusted the number of article.
Article13: Omitted.	Article12: Omitted.	To adapt deleted Article 9, adjusted the number of article.
Article14: Omitted.	Article13: Omitted.	To adapt deleted Article 9, adjusted the number of article.
Article 4: A candidates nomination system is adopted for election of the directors of the Company. A shareholder’s account number printed on the ballots may be used instead of recording the names of electors, each share will have voting rights in number equal to the directors to be elected in accordance with the regulations, and may be cast for a single candidate or split among multiple candidates. An election ofindependentdirectors shall adopt a candidates nomination system in accordance with Article 192-1 of the Company Act, elections of independent directors and non-independent directors shall be held at the same time, and separately calculated the number of elected, shareholders shall	Article 4: A cumulative voting method is adopted for election of the directors of the Company. A shareholder account number printed on the ballots may be used instead of recording the names of electors, each share will have voting rights in number equal to the directors to be elected in accordance with the regulations, and may be cast for a single candidate or split among multiple candidates. Election of directors, shall adopt a candidates nomination system in accordance with Article 192-1 of the Company Act, elections of independent directors and non-independent directors shall be held at the same time, and separately calculated the number of elected, shareholders shall elect from the director

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Content		Explanation
Current articles	Amended articles
elect from theindependentdirector candidate list.	candidate list.

Resolution:

4. Election Matters Proposed by board of directors

Proposal: comprehensive reelection of directors proposal

• Explanation: (1) As the term of office of the Company’s directors will expire on June 11, 2021, a comprehensive reelection shall be held for new-elected directors in accordance with Article 195 and 217 of the Company Act.

• (2) According to the Company’s Articles of Incorporation, eleven seats of director (including three seats of independent director) shall be elected at the reelection, the term of office of the current directors and supervisors will be discharged after the reelection of new-elected directors.

• (3) New-elected directors took office immediately after being elected, the term of office of a director shall not exceed three years, from June 10, 2021 to June 9, 2024, and he/she may be eligible for re-election.

• (4) Eleven seats of directors shall be elected at the reelection, according to Article 192-1 of the Company Act, and the Company’s Articles of Incorporation, a candidates nomination system is adopted by a company for election of the directors, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The company shall announce in a public notice, the period for accepting the nomination of director candidates, the quota of directors to be elected in accordance with the regulations, the director candidate list examined by the Company’s board of directors, and its related specified matters are as follows:

Nomina ted Type	Name	Education Experience	Work Experience	Current position	Represented name of government or the juristic person	Number of shareholding
Director	Nien-Chi, Liao	Graduated from the elementary school.	Person in charge of Cheng Chang Ceramics Co., Ltd. Person in charge of Wang Hsing Advertising Co., Ltd.	Director of Huang Hsiang Construction Corporation Chairman of Huang Hsiang Investment Co., Ltd. Chairman of Yu Sheng Investment Co., Ltd. Chairman of Huang Chi Investment Co., Ltd. Chairman of Jun Hsing Industrial Co., Ltd. Chairman of Fu Shih Industrial Co., Ltd. Chairman of Polis International Developments Co., Ltd. Director of Huang Ming Industrial Co., Ltd. Director of Fu Chen Investment Co., Ltd. Director of Fu Yu Asset Management Corporation	Huang Hsiang Investment Co., Ltd.	87,501,365

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Director	Shu-Hua, Liao Lin	Graduated from the elementary school.	General manger of Huang Hsiang Construction Corporation	Director of Huang Hsiang Construction Corporation Chairman of Huang Ming Industrial Co., Ltd. Chairman of Huang Chun Construction Development Corporation Chairman of Fu Chen Investment Co., Ltd. Chairman of Fu Hsiang Asset Management Corporation Director of Huang Hsiang Industrial Co., Ltd. Director of Yu Sheng Investment Co., Ltd. Director of Huang Chi Investment Co., Ltd. Director of Jun Hsing Industrial Co., Ltd. Director of Fu Shih Industrial Co., Ltd. Director of Northlight Construction Ltd. Director of Ching Lung Construction Co., Ltd.	Huang Hsiang Investment Co., Ltd.	87,501,365
Director	Ping-Huang, Chang	Graduated from the university.	Professor of Department of Chinese Literature , Tamkang University Director of Carrie Chang Fine Arts Center, Tamkang University Director of Research Office of Chinese Calligraphy, Tamkang University	Director of Huang Hsiang Construction Corporation Chairman of Calligraphy Institute of Republic of China		85,446
Director	Chia-Ken, Chen	Graduated from the industrial senior high school.	Manager of Works Department, Huang Hsiang Construction Corporation	Director of Huang Hsiang Construction Corporation Chairman of Northlight Construction Ltd.		876,636
Director	Yu-Hsiang, Liao	Graduated from the university.	Special assistant of Northlight Construction Ltd.	Director of Huang Hsiang Construction Corporation General manager of Hsiang Construction Corporation		6,201,305
Director	Che-Hsiung, Tsai	Graduated from the university.	General manager of First Financial Holding Co., Ltd. Chairman of Land Bank of Taiwan Chairman of Bank of Taiwan Supervisor of Huang Hsiang Construction Corporation	Director of Huang Hsiang Construction Corporation Representative of juristic shareholder, Kuo Yang Construction Co., Ltd.		0
Director	Hui-Chiu, Cheng	Graduated from the graduate school.	Partnership accountant of Chien Yeh Law Offices Supervisor of Huang Hsiang Construction Corporation	Director of Huang Hsiang Construction Corporation CPA of Cheng Hui-Chiu Accounting Firm		2,470,712
Director	Pei-Ju, Liao	Graduated from the graduate school.	Financial manager, Huang Hsiang Development Supervisor of Huang Hsiang Construction Corporation	Director of Huang Hsiang Construction Corporation		3,363,301
Indepen dent director	Shun-Tien, Chen	Graduated from the university.	Junior manager of Oversea-Chinese Banking Corporation Limited Manager of Bank of Kaohsiung Vice general manager of TC Bank Vice general manager of Land Bank of Taiwan Chairman/General manager of Hua Lien Developments Co., Ltd.	Independent director of Hi-Lai Foods Corporation Independent director of DingZing Advanced Materials Inc. Independent director of Hsin Lung Teng Construction Corporation Independent director of Hsiang Construction Corporation		0
Indepen dent director	Chen-Lung, Lu	Ph.D degree	International Commercial Bank of Chin (predecessor of Mega International Commercial Bank） Chien Hung Securities Corporation (predecessor of SinoPac Securities Corporation ) Supervisor of north headquarter of brokerage services General manager of international headquarter (adjunct manager of Greater China Division), adjunct general manager of headquarter of investment bank Vice chairman/general manager of (Asia) Corporation Director/general manager of Asset Management (Asia) Corporation Taiwan Securities Association Member of Securities Underwriting Committee Vice chief auditor of SinoPac Financial Holdings Company Limited Vice convener of Asset/liability Management Committee Vice convener of Risk Management Committee Supervisor of Chien Hua Securities Investment Trust Co., Ltd.	Partnership accountant of WeTec International CPAs. Independent director of Hsiang Construction Corporation		0
Indepen	Su-Chiao,	Graduated	Senior legal specialist of Lee and Li, Attorneys-at-Law	Independent director of Hsiang Construction Corporation		0

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dent director	Hung	from the university.	Director of Hsiang Construction Corporation

(4) For your election

Results of election:

5. Other proposal Proposed by board of directors

• Proposal: Lifting restrictions of non-compete prohibition of new-elected directors, for your resolution

• Explanation: (1) According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

• (2) Due to the needs of the Company’s operation, drafted to lift restrictions of non-compete prohibition of new-elected directors and his/her representative.

Resolution:

6. Extemporary Motions

7. Adjournment

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Appendix

Appendix 1

Huang Hsiang Construction Corporation Regulations of Directors Election

• Article 1: The Company’s elections of directors shall be conducted in accordance with these regulations.

• Article 2: The Company’s elections of directors shall be held at a shareholders’ meeting.

• Article 3: Any person with disposing capacity can be elected as the Company’s director in accordance with these regulations.

• Article 4: The cumulative voting method shall be used for election of the directors at the Company, shareholder account numbers printed on the ballots may be used instead of recording the names of the electors, each share will have voting rights in number equal to the directors to be elected in accordance with the regulation, and may be cast for a single candidate or split among multiple candidates.

• A candidates nomination system shall be adopted for election of independent directors in accordance with Article 192-1 of the Company Act, elections of independent directors and non-independent directors shall be held at the same time, and separately calculated the number of elected, shareholders shall elect from the independent director candidate list.

• Article 5: The number of directors will be as specified in the Company’s Articles of Incorporation, 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 6: The board of directors shall print ballots, unless the Company’s seal was stamped on the ballots, and shareholder account number and the number of voting rights shall be specified on the ballots.

• Article 7: Before the election begins, the chair appoints a number of persons to perform the respective duties of vote monitoring and counting personnel. The vote monitoring personnel shall have the shareholder status therein.

• Article 8: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

• Article 9: The electors shall fill in shareholder account number of the elected in the column of the elected on each ballot (if the elected has no shareholder status, shall specify I. D. number or passport number) and name. When the elected is the government or a juristic shareholder, in the column of the elected on the ballots, shall be filled in the name and tax I. D. number of the government or the juristic shareholder, and specified the names of the juristic shareholder and the representative.

• Article 10: A ballot is invalid under any of the following circumstances.

• The ballot was not prepared in accordance with the regulation.

• A blank ballot is placed in the ballot box.

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1. The writing is unclear and indecipherable.

2. Any of filled name, shareholder account number (or I. D. number or passport number) and the number of allocated voting rights of the elected has been altered.

3. When the filled elected has the shareholder status, the account name and shareholder account number do not conform to the shareholder roster, or the account name is the same as other shareholder, and shareholder account number (or I. D. number) was not filled to identify.

4. When the filled elected has no shareholder status, his/her name and I. D. number (or passport number) were not filled in, or his/her name, I. D. number (or passport number) cannot be conformed or does not conform.

5. Other words or marks are entered in addition to filled name of the elected, shareholder account number (or I. D. Number or passport number) and the number of allocated voting rights.

6. The number of filled elected exceeds elected number mentioned in the regulation.

7. The sum of allocated voting rights exceeds the number of voting rights held by the electors.

8. Article 11: When the sum of allocated voting rights is less than the number of voting rights held by the electors, the reduced voting rights shall be deemed to have waived his/her/its voting power.

9. Article 12: 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.

10. Article 13: The Company shall issue notifications to the persons elected as directors.

11. Article 14: Unsettled matters in the regulations shall be conducted in accordance with the Company Act and the Company’s Articles of Incorporation.

12. Article 15: These Regulations, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.

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Appendix 2

Huang Hsiang Construction Corporation Articles of Incorporation

Chapter 1 General Provisions

• Article 1: The Company shall be incorporated, under the Company Act, and its name shall be 皇 翔建設股份有限公司 in the Chinese language, and HUANG HSIANG CONSTRUCTION CORPORATION in the English language.

• Article 2: The scope of business of the Company shall be as follows:

• F111090 Wholesale of Building Materials

• F211010 Retail Sale of Building Materials

• F401010 International Trade

• H701010 Housing and Building Development and Rental

• H701040 Specific Area Development

• H701050 Investment, Development and Construction in Public Construction

• H701060 New Towns, New Community Development

• H701070 Process Zone Expropriation and Urban Land Readjustment Agency

• H701080 Urban Renewal Reconstruction

• H703090 Real Estate Business

• H703100 Real Estate Leasing

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

• Article 3: The total amount of the Company’s reinvestment may exceed 40% of the Company’s paid-in capital unrestricted by the restrictions of Article 13 of the Company Act.

• Article 4: To adapt the business need, the Company may make guarantees for other parties.

• Article 5: The Company was established in New Taipei City, may set up a branch office or an representative's office at an appropriate location in the territory of the Republic of China and other countries, and its set up or nullification shall be disposed by the resolution made at a meeting of board of the directors.

• Article 6: (Deleted)

Chapter 2 Shares

• Article 7: The Company’s paid-in capital is NT$ 3.8 billion, divided into 380 million shares, the price per share was NT$ 10, and as the business need, shares were issued by authorized board of directors.

• Article 8: The Company’s shares are registered, signed or stamped by three or more directors, and numbered with the Company’s seal, and were issued in accordance with the regulations after the certificate was issued by the competent authority or its approved issuance registration authority. Shares issued by the Company may be exempted from issuing share certificates, or when new shares are issued, the total number of this issuance may be combined to issue, but shall be registered or kept in proper custody at the centralized securities depository authority.

• Article 9: When the Company has a necessity of sending shares to Taiwan Depository & Clearing Corporation for centralized custody, large denomination securities shall be combined to reissue required by the Company, in addition, transfer of share

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ownership, grant, creation and cancellation of a pledge, reporting of loss, damage or other affairs related to shares, shall be conducted in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” and other related regulations.

• Article 10: Renaming and transfer of share shall be suspended within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the distributed dividends date or the base date of other benefits decided by the Company.

Chapter 3 Shareholders’ Meeting

• Article 11: Shareholders’ meeting shall be of a regular shareholders’ meeting and a special shareholders’ meeting, the regular shareholders’ meeting shall be convened one time each year, within six months after close of each fiscal year, the special shareholders’ meeting shall be convened in accordance with the regulation when it’s necessary, a notice of convention shall be given to each shareholder no later than 30 days prior to the scheduled date of a regular shareholders’ meeting, and no later than 15 days prior to the scheduled date of a special shareholders’ meeting.

• Article 12: If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman, when the chairman is absent from the meeting, the chairman shall appoint one of the directors to act as chair, when there’s no designation, the directors shall select from among themselves one person to serve as chair; 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.

• Article 13: When a shareholder is absent from the shareholders’ meeting, may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization. The regulations of attending appointed by shareholders, unless Article 177 of the Company Act, shall be conducted in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” issued by the competent authority.

• Article 14: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act or other related regulations, be adopted by a majority vote of the shareholders attending in person or appointing a proxy to attend, who represent more than one-half of the total number of voting shares.

• Article 15: Unless otherwise provided for in these Articles, the Company’s shareholder shall have one voting power in respect of each share in his/her/its possession.

• Article 16: The minutes of shareholders' meeting shall record the time, date and place of the meeting, the name of the chair, the method of adopting resolutions, and shall be affixed with the signature or seal of the chair of the meeting. The minutes of shareholders’ meeting shall be kept with the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies , and the minutes of shareholders’ meeting shall be distributed to all shareholders of the Company within 20 days after the close of the meeting. The preparation of the minutes of shareholders' meeting as required in the preceding paragraph may be effected by means of electronic transmission. The distribution of the minutes of shareholders' meeting may be effected by means of a public notice.

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Chapter 4 Board of Directors and Audit Committee

• Article 17: The company shall have seven to eleven directors who shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director shall be three years, and he/she may be eligible for re-election, the total amount of shares of all directors and supervisors holding registered share certificates shall be conducted in accordance with the regulations of the securities management authority. When the number of vacancies of directors is equals to onethird of the total number of directors or the entire number of independent directors discharged, the board of directors shall call, within 60 days, a special shareholders’ meeting to elect succeeding directors to fill the vacancies or elect new directors. The term of office of directors shall be restricted to fulfill the unexposed term of office of the predecessor.

For the number of directors mentioned in the preceding paragraph, the number of independent directors shall not be less than three persons, and shall not be less than one-fifth of the director seats, a candidates nomination system shall be adopted, the board of directors shall elect from among the independent director candidate list. Related professional qualifications, shareholding, restrictions on concurrent positions, methods of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.

Elections of independent directors and non-independent directors shall be held at the same time, and separately calculated the number of elected.

The Company shall establish “the audit committee” in accordance with Article 14 of Securities and Exchange Act, and the audit committee shall be composed of the entire number of independent directors.

Related number of persons, the term of office, the functional duties and power, the rules governing the proceedings of meetings and other matters of the audit committee, shall be separately provided for in the organic regulations of audit committee in accordance with the related regulations of Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

• Article 18: The board of directors shall be composed of directors, the board of directors shall elect a chairman of the board of directors from among the directors by a majority vote at a meeting attended by over two-third of the directors, and the chairman shall represent the Company to comprehensively conduct the entire business, in case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any reason, shall designate one of the directors to act on his behalf. When the chairman of the board of directors has no such designation, the directors shall elect from among themselves as an acting chairman of the board of directors.

• Article 19: Unless otherwise provided for in the regulations, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors, when a director cannot attend the meeting in person, shall appoint a proxy stating therein the scope of power authorized of convention reason, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director appoints another director to attend a meeting of the board of directors in his/her behalf, but a director may accept the appointment to act as the proxy of one other director only. In case a meeting of the board of directors is proceeded via visual communication network, then

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the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

• Article 19-1: The convention of the meeting of the board of directors shall be conducted in accordance with Article 204 of the Company Act. The Company’s meeting of the board of directors may be convened in writing or by means of fax or electronic transmission.

• Article 20: The functional duties and power of the board of directors are as follows:

• (1) Audit of business plan

• (2) Audit of important rules and contracts

• (3) Appointment and dismissal of executive staff

• (4) Audit of budgets and final accounts

• (5) Drafting of earnings distribution and loss appropriation

• (6) Drafting of increase or decrease of capital

• (7) Unless the matters approved by the resolution made at a meeting of the board of directors mentioned in the Company Act or regulations, other matters shall be conducted in accordance with the resolution made at a meeting of the board of directors.

Article 21: (Deleted)

Article 22: (Deleted)

• Article 23: Expenses of transportation and office were incurred when directors carried out the business operations of the Company, without respect to profit or loss of the Company’s business, shall be paid.

The remuneration of independent directors, and shall be determined by the authorized board of directors considering the standard generally adhered to other firms of the same trade.

Chapter 5 Managerial officer

• Article 24: The Company shall have a general manager, his/her appointment and dismissal shall be conducted in accordance with Article 29 of the Company Act.

• Article 25: Appointment and dismissal of the Company’s other employees shall be reported to the board of directors for approval.

Chapter 6 Accounting

• Article 26: The fiscal year of the Company is from January 1 to December 31 each year.

• Article 27: At the close of each fiscal year of the Company, the board of directors shall prepare the following statements and records and shall forward the same to the audit committee for their auditing not later than 30 days prior to the meeting date of a regular shareholders’ meeting, and submit to the regular shareholders’ meeting for approval.

• (1) The business report

• (2) The financial statements

• (3) The surplus earning distribution or loss off-setting proposals

• Article 28: If the Company has profit at the end of each fiscal year, shall appropriate 1% or more as employees’ remuneration and 5% or less as directors’ remuneration. However, the Company’s accumulated losses shall have been covered.

Employees’ remuneration in the preceding paragraph shall be distributed in the form

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of shares or in cash, directors’ remuneration in the preceding paragraph shall be distributed in the form of shares or in cash, the payment object shall include employees of the subsidiaries of the Company corresponding with the conditions made by the board of directors.

The preceding two paragraphs shall be conducted in accordance with the resolution made at a meeting of the board of directors., and reported to the shareholders’ meeting..

The Company’s dividends policy was made for adapting the existing and future development plans, considering the investment environment, capital needs and domestic and foreign competitive situations, and looking after shareholder’s interest and other factors, when the price of distributable shares is less than NT$ 0.3 per share each year, shall not be distributed. In addition, as distributed every time, stock dividends is not higher than 70% of the total amount of dividends, but the cash dividend is not less than NT$ 0.3, however, when the debt ratio is higher than 50%, the entire number shall be distributed with stock dividends.

Chapter 7 Supplementary Provisions

• Article 29: The Company’s organic regulations and rules shall be separately provided for in the resolution made at a meeting of the board of directors.

• Article 30: Unsettled matters in the Articles shall be conducted in accordance with the Company Act and related regulations.

• Article 31: These Articles were drawn up on December 2, 1991. The 1st amendment was made on December 15, 1995. The 2nd amendment was made on March 26, 1996. The 3rd amendment was made on October 8, 1996. The 4th amendment was made on December 18, 1996. The 5th amendment was made on May 10, 1997. The 6th amendment was made on August 15, 1997. The 7th amendment was made on November 19, 1997. The 8th amendment was made on April 7, 1998. The 9th amendment was made on March 3, 1999. The 10th amendment was made on April 19, 2000. The 11th amendment was made on June 20, 2002. The 12th amendment was made on May 5, 2004. The 13th amendment was made on June 10, 2005. The 14th amendment was made on June 9, 2006. The 15th amendment was made on June 21, 2007. The 16th amendment was made on June 13, 2008. The 17th amendment was made on June 10, 2009. The 18th amendment was made on May 29, 2012. The 19th amendment was made on June 6, 2014. The 20th amendment was made on June 3, 2016. The 21st amendment was made on June 13, 2017. The 22nd amendment was made on June 12, 2018.

Huang Hsiang Construction Corporation Chairman: Liao, Nien-Chi

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Appendix 3

Independent Auditors’ Report

To the Board of Directors of Huang Hsiang Construction Corporation:

Opinion

We have audited the financial statements of Huang Hsiang Construction Corporation(“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, key audit matters for the Company’s financial statements for the year ended December 31, 2020 are stated as follows:

1. Revenue recognition

Refer to Note 4(o) for the accounting policies on revenue recognition and Note 6(p) for details of related disclosure.

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Description of key audit matter:

The Company engaged primarily in the sales and development of real estate. Real estate sales are easily subject to changes in overall economic conditions, tax reforms, market demands of properties and lands, and other factors. In response to the aforementioned changes, the governing authority has established relevant controls over revenue recognition and installment payments. The revenue from real estate sales amounted to $5,803,634 thousand, accounted for 99% of the Company’s total revenue, which is considered material to the fair presentation of financial statements. Consequently, the Company’ s revenue recognition has been identified as one of the key audit matters.

Our audit procedures performed in respect of the matter:

We have performed certain audit procedures including understanding the design and effectiveness of the Company’s internal controls over the recognition of revenue and the collection of receivables, performing sample testing to inspect the real estate sales contracts, receivables details, bank transactions, transfers of ownership, delivery checklists, and performing sample testing on prepayments in order to assess the completeness of the recognition of bank deposits and procedures of prepaid installments. We also performed sample testing on sales transactions taking place before and after the balance sheet date as well as confirmed relevant transaction records and documentations to ensure that revenue was fairly presented in the appropriate period.

1. Inventory valuation

Refer to Note 4(g) for the accounting policies on inventory valuation, Note 5(a) for the uncertainty of accounting estimations and assumptions for inventory valuation, and Note 6(c) for details of inventory valuation.

Description of key audit matter:

As of December 31, 2020, the Company’s inventory amounted to $22,323,577 thousand and accounted for 59% of total assets. The valuation of inventory is at the lower of cost or market price, and the market price of real estate fluctuates in response to market demand. Thus, it's highly relied on the judgement of management. Consequently, inventory valuation has been identified as one of the key audit matters.

Our audit procedures performed in respect of the matter:

We have performed certain audit procedures including understanding the Company’s internal procedures and accounting processes over inventory valuation, obtaining the inventory valuation performed by the management as of the end of the reporting period, inspecting and performing sample testing on the comparable market data such as registered sales prices of real estate published by Ministry of the Interior, sales prices of the transactions in the neighborhood, and contract prices of recent sales of the Company’s or confirming the calculation of the investment return analysis of each development, to evaluate if the net realizable value of inventory is fairly presented.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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1. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Kuo-Yang Tseng and Ti-Nuan Chien.

KPMG

Taipei, Taiwan (Republic of China) March 19, 2021

Notes to Readers

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.

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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION

Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (Note 6(a)) 1110 Current financial assets at fair value through profit or loss (Note 6(b)) 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables, net 1210 Other receivables due from related parties, net (Note 7) 1220 Current tax assets (Note 7) 1320 Inventories (for construction business), net (Notes 6(c), 7 and 8) 1410 Prepayments (Note 6(g)) 1476 Other current financial assets (Notes 6(g), 7 and 8) 1479 Other current assets 1480 Incremental costs of obtaining a contract (Notes 6(g)) Non-current assets: 1551 Investments accounted for using equity method (Note 6(d)) 1600 Property, plant and equipment (Notes 6(e) and 8) 1760 Investment property, net (Notes 6(f) and 8) 1780 Intangible assets 1840 Deferred tax assets (Note 6(m)) 1980 Other non-current financial assets (Notes 6(g) and 7) Total assets	December 31, 2020 Amount % $ 271,954 1 107,529 - 35,770 - 184,366 - 15,004 - 62 - 181 - 22,323,577 59 457,093 1 320,585 1 33,962 - 6,379 - 23,756,462 62 2,875,708 8 164,084 - 11,335,151 30 1,907 - 278 - 6,530 - 14,383,658 38 $ 38,140,120 100	December 31, 2019 Amount % 390,170 1 190,568 1 75,322 - 194,701 1 15,020 - 12,042 - 174 - 21,921,219 59 529,555 1 340,566 1 26,062 - 22,554 - 23,717,953 64 2,655,295 7 168,652 1 10,360,706 28 2,358 - - - 7,059 - 13,194,070 36 36,912,023 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (Note 6(h)) 2110 Short-term notes and bills payable (Note 6(i)) 2130 Current contract liabilities (Notes 6(q) and 9(a)) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable due to related parties (Note 7) 2200 Other payables 2250 Current provisions 2322 Long-term borrowings, current portion (Note 6(j)) 2399 Other current liabilities Non-Current liabilities: 2540 Long-term borrowings (Note 6(j)) 2570 Deferred tax liabilities (Note 6(m)) 2640 Net defined benefit liability, non-current (Note 6(l)) 2645 Guarantee deposits Total liabilities Equity (Note 6(n)): 3110 Ordinary share 3200 Capital surplus 3300 Retained earnings Total equity Total liabilities and equity	December 31, 2020	December 31, 2020		December 31, 2019
			Amount	%		Amount % 16,090,702 44 322,300 1 93,123 - 12,814 - 47,705 - 1,507,120 4 78,319 - 837 - 550,351 2 21,192 - 18,724,463 51 8,081,088 22 602 - 3,986 - 30,356 - 8,116,032 22 26,840,495 73 3,277,348 9 17,130 - 6,777,050 18 10,071,528 27 36,912,023 100
			$ 14,996,965 1,038,900 132,695 37,370 21,001 1,127,459 153,263 837 15,692 27,939 17,552,121 9,119,208 334 4,071 39,625 9,163,238 26,715,359 3,277,348 17,130 8,130,283 11,424,761 $ 38,140,120	40 3 - - - 3 - - - - 46 24 - - - 24 70 9 - 21 30 100

See accompanying notes to parent company only financial statements.

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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

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

4000 Operating revenues (Notes 6(k), (p) and 7) 5000 Operating costs (Notes 6(c) and 7) Gross profit from operations Operating expenses (Notes 6(k), (l) and 7) 6100 Selling expenses 6200 Administrative expenses Net operating income Non-operating income and expenses (Note 6(r)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net 7070 Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method, net Profit before tax 7950 Less: Income tax expenses (Note 6(m)) Profit 8300 Other comprehensive income: 8310 Items that will not be reclassified subsequently to profit or loss 8311 Losses (gains) on remeasurements of defined benefit plans 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Items that will not be reclassified to profit or loss 8300 Other comprehensive income (after tax) Total comprehensive income Earnings per share (Dollars) (Note 6(o)) 9750 Basic earnings per share 9850 Diluted earnings per share	2020 Amount % $ 5,865,975 100 3,060,525 52 2,805,450 48 340,904 6 317,402 5 658,306 11 2,147,144 37 333 - 7,617 - 22,384 - (288,581) (5) (125,318) (2) (383,565) (7) 1,763,579 30 16,933 - 1,746,646 30 (202) - 71 - (131) - (131) - $ 1,746,515 30 $ 5.33 $ 5.32	2019 Amount % 2,704,945 100 1,711,927 63 993,018 37 100,764 4 408,889 15 509,653 19 483,365 18 1,888 - 7,624 - 41,842 2 (295,734) (11) (198,823) (7) (443,203) (16) 40,162 2 25,824 1 14,338 1 299 - - - 299 - 299 - 14,637 1 0.04 0.04

See accompanying notes to parent company only financial statements.

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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Balance on January 1, 2019 Profit Other comprehensive income Total comprehensive income for the year ended December 31, 2019 Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends on ordinary shares Balance on December 31, 2019 Profit Other comprehensive income Total comprehensive income for the year ended December 31, 2020 Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends on ordinary shares Balance on December 31, 2020	Share capital		Capital surplus		Retained earnings Legal reserve Unappropriated retained earnings Total retained earnings	Retained earnings Legal reserve Unappropriated retained earnings Total retained earnings	Retained earnings Legal reserve Unappropriated retained earnings Total retained earnings	Retained earnings Legal reserve Unappropriated retained earnings Total retained earnings	Total equity 10,646,813 14,338 299 14,637 - (589,922) 10,071,528 1,746,646 (131) 1,746,515 - (393,282) 11,424,761
	Ordinary shares				Legal reserve
	$ 3,277,348 - - - - - 3,277,348 - - - - - $ 3,277,348		17,130		2,075,953		5,276,382 14,338 299 14,637 (84,739) (589,922) 4,616,358 1,746,646 (131) 1,746,515 (1,434) (393,282) 5,968,157	7,352,335 14,338 299 14,637 - (589,922) 6,777,050 1,746,646 (131) 1,746,515 - (393,282) 8,130,283
			- -		- -
			-		-
			- -		84,739 -
			17,130 - -		2,160,692 - -
			-		-
			- -		1,434 -
			17,130		2,162,126

See accompanying notes to parent company only financial statements.

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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION

Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Net gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (profit) of subsidiaries,associates and joint ventures accounted for using equity method Loss on disposal of property, plan and equipment Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets at fair value through profit or loss mandatorily measured at fair value Decrease in contract assets Decrease in notes receivable Decrease (increase) in accounts receivable Decrease in other receivable Decrease (increase) in other receivable due from related parties Increase in inventories Decrease (increase) in prepayments (Increase) decrease in other current assets Decrease in other financial assets Decrease in incremental costs of obtaining a contract Total changes in operating assets Changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable (Decrease) increase in accounts payable (Decrease) increase in accounts payable due to related parties Increase (decrease) in other payables Decrease in provisions Increase in other current liabilities Decrease in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Income taxes paid Net cash flows from operating activities	2020 $ 1,763,579 10,435 1,105 (21,499) 288,581 (333) (7,617) 125,318 (1) 395,989 104,538 - 39,552 10,335 16 11,980 (369,167) 72,462 (7,900) 19,981 16,175 (102,028) 39,572 24,556 (26,704) (379,661) 77,704 - 6,747 (117) (257,903) (359,931) 36,058 1,799,637 (17,485) 1,782,152	2019 40,162 8,267 935 (13,325) 295,734 (1,888) (7,624) 198,823 25 480,947 - 11,978 71,893 (65,323) 126 (9) (688,158) (43,866) 34,015 28,741 22,395 (628,208) (148,579) (8,095) 4,921 668,780 (32,071) (5,098) 12,774 (133) 492,499 (135,709) 345,238 385,400 (27,173) 358,227

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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION

Statements of Cash Flows (CONT’D)

For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Cash flows used in investing activities: Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of investment properties Interest paid for capitalization Decrease in other financial assets Interest received Dividends received Net cash flows used in investing activities Cash flows used in financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Cash dividends paid Interest paid Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

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Independent Auditors’ Report

To the Board of Directors of Huang Hsiang Construction Corporation:

Opinion

We have audited the consolidated financial statements of Huang Hsiang Construction Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:

1. Revenue recognition

Refer to Note 4(o) for the accounting policies on revenue recognition and Note 6(q) for details of related disclosure.

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Description of key audit matter:

The Group engaged primarily in the sales and development of real estate. Real estate sales are easily subject to changes in overall economic conditions, tax reforms, market demands of properties and lands, and other factors. In response to the aforementioned changes, the governing authority has established relevant controls over revenue recognition and installment payments. The revenue from real estate sales amounted to $5,803,634 thousand, accounted for 90% of the Group’s total revenue, which is considered material to the fair presentation of consolidated financial statements. Consequently, the Group’s revenue recognition has been identified as one of the key audit matters.

Our audit procedures performed in respect of the matter:

We have performed certain audit procedures including understanding the design and effectiveness of the Group’ s internal controls over the recognition of revenue and the collection of receivables, performing sample testing to inspect the real estate sales contracts, receivables details, bank transactions, transfers of ownership, delivery checklists, and performing sample testing on prepayments in order to assess the completeness of the recognition of bank deposits and procedures of prepaid installments. We also performed sample testing on sales transactions taking place before and after the balance sheet date, as well as confirmed relevant transaction records and documentations to ensure that revenue was fairly presented in the appropriate period.

1. Inventory valuation

Refer to Note 4(h) for the accounting policies on inventory valuation, Note 5(a) for the uncertainty of accounting estimations and assumptions for inventory valuation, and Note 6(c) for details of inventory valuation.

Description of key audit matter:

As of December 31, 2020, the Group’s inventory amounted to $22,952,533 thousand and accounted for 55% of total assets. The valuation of inventory is at the lower of cost or market price, and the market price of real estate fluctuates in response to market demand. Thus, it's highly relied on the judgement of management. Consequently, inventory valuation has been identified as one of the key audit matters.

Our audit procedures performed in respect of the matter:

We have performed certain audit procedures including understanding the Group’s internal procedures and accounting processes over inventory valuation, obtaining the inventory valuation performed by the management as of the end of the reporting period, inspecting and performing sample testing on the comparable market data such as registered sales prices of real estate published by Ministry of the Interior, sales prices of the transactions in the neighborhood, and contract prices of recent sales of the Group’s or confirming the calculation of the investment return analysis of each development, to evaluate if the net realizable value of inventory is fairly presented.

Other Matter

Huang Hsiang Construction Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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1. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Kuo-Yang Tseng and Ti-Nuan Chien.

KPMG

Taipei, Taiwan (Republic of China) March 19, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (Note 6(a)) 1110 Current financial assets at fair value through profit or loss (Note 6(b)) 1140 Current contract assets (Notes 6(q) and 7) 1150 Notes receivable, net 1160 Notes receivable due from related parties, net (Note 7) 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net (Note 7) 1200 Other receivables, net 1210 Other receivables due from related parties, net (Note 7) 130X Inventories (Notes 6(c),7 and 8) 1410 Prepayments (Note 6(g)) 1476 Other current financial assets (Notes 6(g),7 and 8) 1479 Other current assets 1480 Incremental costs of obtaining a contract (Note 6(g)) Non-current assets: 1600 Property, plant and equipment (Notes 6(d) and 8) 1755 Right-of-use assets (Notes 6(e) and 8) 1760 Investment property, net (Notes 6(f) and 8) 1780 Intangible assets 1840 Deferred tax assets (Note 6(n)) 1975 Net defined benefit asset, non-current (Note 6(m)) 1980 Other non-current financial assets (Notes 6(g), 7 and 8) Total assets	December 31, 2020 Amount % $ 456,275 1 107,529 - 303,043 1 35,992 - 4,158 - 229,320 1 17,717 - 19,252 - - - 22,952,533 55 634,038 2 385,533 1 46,155 - 6,379 - 25,197,924 61 2,146,241 5 2,306,495 6 11,784,906 28 4,925 - 1,225 - 256 - 88,455 - 16,332,503 39 $ 41,530,427 100	December 31, 2019 Amount % 575,069 1 190,568 - 214,404 1 75,322 - 40,326 - 208,132 1 59,477 - 22,261 - 11,973 - 22,108,451 55 710,602 2 406,855 1 37,514 - 22,554 - 24,683,508 61 2,239,437 6 2,384,419 6 10,838,557 27 8,473 - 947 - - - 88,974 - 15,560,807 39 40,244,315 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (Note 6(h)) 2110 Short-term notes and bills payable (Note 6(i)) 2130 Current contract liabilities (Notes 6(q) and 9(a)) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable due to related parties (Note 7) 2200 Other payables 2230 Current tax liabilities 2250 Current provisions (Note 6(m)) 2280 Current lease liabilities (Note 6(k)) 2322 Long-term borrowings, current portion (Note 6(j)) 2399 Other current liabilities Non-Current liabilities: 2540 Long-term borrowings (Note 6(j)) 2550 Non-current provisions 2570 Deferred tax liabilities (Note 6(n)) 2580 Non-current lease liabilities (Note 6(k)) 2640 Net defined benefit liability, non-current (Note 6(m)) 2645 Guarantee deposits Total liabilities Equity Attributable to Owners of Parent Company (Note 6(o)): 3110 Ordinary share 3200 Capital surplus 3300 Retained earnings Total equity Total liabilities and equity	December 31, 2020	December 31, 2020		December 31, 2019
			Amount	%		Amount % 16,555,702 41 392,300 1 114,960 - 355,012 1 946,681 3 55,990 - 137,442 - 9,965 - 837 - 8,286 - 550,351 2 21,663 - 19,149,189 48 10,381,543 26 2,180 - 602 - 603,154 1 4,029 - 32,090 - 11,023,598 27 30,172,787 75 3,277,348 8 17,130 - 6,777,050 17 10,071,528 25 40,244,315 100
			$ 15,471,965 1,238,900 150,021 263,273 659,963 - 219,676 6,588 837 8,183 30,439 28,375 18,078,220 11,404,916 3,729 334 573,037 4,071 41,359 12,027,446 30,105,666 3,277,348 17,130 8,130,283 11,424,761 $ 41,530,427	37 3 - 1 2 - 1 - - - - - 44 27 - - 1 - - 28 72 8 - 20 28 100

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

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

4000 Operating revenues (Notes 6(q) and 7) 5000 Operating costs (Note 7) Gross profit from operations Operating expenses (Notes 6(r) and 7) 6100 Selling expenses 6200 Administrative expenses Net operating income Non-operating income and expenses (Note 6(s)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net 7900 Profit before tax 7950 Less: Income tax expenses (Note 6(n)) Profit 8300 Other comprehensive income: 8310 Items that will not be reclassified subsequently to profit or loss 8311 Losses (gains) on remeasurements of defined benefit plans Items that will not be reclassified to profit or loss 8300 Other comprehensive income (after tax) Total comprehensive income Profit attributable to: 8610 Owners of parent Comprehensive income attributable to: 8710 Owners of parent Earnings per share (Dollars) (Note 6(p)) 9750 Basic earnings per share 9850 Diluted earnings per share	2020 Amount % $ 6,456,420 100 3,586,608 56 2,869,812 44 356,908 5 439,116 7 796,024 12 2,073,788 32 739 - 7,617 - 43,831 1 (360,506) (6) (308,319) (5) 1,765,469 27 18,823 - 1,746,646 27 (131) - (131) - (131) - $ 1,746,515 27 $ 1,746,646 27 $ 1,746,515 27 $ 5.33 $ 5.32	2019 Amount % 3,192,577 100 2,152,477 67 1,040,100 33 123,330 4 538,632 17 661,962 21 378,138 12 2,397 - 7,624 - 44,610 1 (375,596) (12) (320,965) (11) 57,173 1 42,835 1 14,338 - 299 - 299 - 299 - 14,637 - 14,338 - 14,637 - 0.04 0.04

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Balance on January 1, 2019 Profit Other comprehensive income Total comprehensive income for the year ended December 31, 2019 Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends on ordinary shares Balance on December 31, 2019 Profit Other comprehensive income Total comprehensive income for the year ended December 31, 2020 Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends on ordinary shares Balance on December 31, 2020			Equity attributable to owners of parent	Equity attributable to owners of parent	Equity attributable to owners of parent	Equity attributable to owners of parent	Equity attributable to owners of parent	Equity attributable to owners of parent	Total equity attributable to owners of parent	Total equity attributable to owners of parent	Total equity 10,646,813 14,338 299 14,637 - (589,922) 10,071,528 1,746,646 (131) 1,746,515 - (393,282) 11,424,761
	Share capital		Capital surplus		Retained earnings
	Ordinary shares				Legal reserve	Unappropriated retained earnings Total retained earnings
	$ 3,277,348 - - - - - 3,277,348 - - - - - $ 3,277,348		17,130		2,075,953		5,276,382 14,338 299 14,637 (84,739) (589,922) 4,616,358 1,746,646 (131) 1,746,515 (1,434) (393,282) 5,968,157	7,352,335		10,646,813 14,338 299 14,637 - (589,922) 10,071,528 1,746,646 (131) 1,746,515 - (393,282) 11,424,761
			- -		- -			14,338 299
			-		-			14,637
			- -		84,739 -
			17,130 - -		2,160,692 - -
			-		-
			- -		1,434 -
			17,130		2,162,126

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Net gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Loss on disposal of property, plan and equipment Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets at fair value through profit or loss mandatorily measured at fair value Increase in contract assets Decrease in notes receivable Decrease (increase) in notes receivable due from related parties Increase in accounts receivable Decrease in accounts receivable due from related parties Decrease (increase) in other receivable Decrease in other receivable due from related parties (Increase) decrease in inventories Decrease (increase) in prepayments (Increase) decrease in other current assets Decrease in other financial assets Decrease in incremental costs of obtaining a contract Increase in net defined benefit asset Total changes in operating assets Changes in operating liabilities: Increase (decrease) in contract liabilities (Decrease) increase in notes payable Decrease in accounts payable (Decrease) increase in accounts payable due to related parties Increase (decrease) in other payables Increase (decrease) in provisions Increase in other current liabilities Decrease in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Income taxes paid Net cash flows from operating activities	2020 $ 1,765,469 152,236 4,716 (21,499) 360,506 (739) (7,617) 1 487,604 104,538 (88,639) 39,330 36,168 (21,188) 41,760 5,183 11,973 (810,891) 76,564 (8,641) 21,322 16,175 (256) (576,602) 35,061 (91,739) (286,718) (55,990) 85,869 1,549 6,712 (89) (305,345) (881,947) (394,343) 1,371,126 (22,603) 1,348,523	2019 57,173 151,067 4,294 (13,325) 375,596 (2,397) (7,624) 2 507,613 - (64,883) 71,893 (40,326) (70,850) - (6,678) - 405,510 (35,151) 47,669 48,304 22,395 - 377,883 (137,228) 3,978 (326,643) 1,990 (34,197) (2,918) 13,036 (358) (482,340) (104,457) 403,156 460,329 (39,213) 421,116

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) HUANG HSIANG CONSTRUCTION CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT’D)

For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Cash flows used in investing activities: Proceeds from disposal of property, plant and equipment Acquisition of property, plant and equipment Acquisition of intangible assets Acquisition of investment properties Decrease in other financial assets Interest received Dividends received Interest paid for capitalization Net cash flows used in investing activities Cash flows (used in) from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Payment of lease liabilities Cash dividends paid Interest paid Net cash flows (used in) from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

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Appendix 4

Huang Hsiang Construction Corporation Rules of Procedure for Shareholders Meetings

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

2. The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

3. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences; the place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

4. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance, the Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders; solicitors soliciting proxy forms shall also bring identification documents for verification.

5. The Company shall furnish the attending shareholders (or proxies) with an attendance book to sign, or attending shareholders (or proxies) may hand in a sign-in card in lieu of signing in. 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.

6. Attendance and voting at a shareholders’ meeting shall be calculated based the number of shares.

7. Except as otherwise provided for in the Company Act, the shareholders’ meeting shall be chaired by the chairman, when the chairman is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairperson; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

8. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairman in person and attended by a majority of the directors, at least one independent director in person, and the attendance shall be recorded in the meeting minutes.

9. 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.

10. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. Staff handling

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administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

1. The Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders’ meeting, and the recorded materials shall be retained for at least one year.

2. When the attending shareholders (or proxies) represent a majority of the total number of issued shares from the board of directors, the chair shall call the meeting to order, if the quorum is not met after the meeting time, 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, but the attending shareholders (or proxies) represent one-third or more of the total number of issued shares, a tentative resolution may be adopted.

3. The meeting agenda of the shareholders’ meeting shall be set by the board of directors, the meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding paragraphs (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 attending shareholders shall elect a new chair by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. After the meeting was declared to adjourn approved by the resolution, shareholders shall not elect another chair or resume the meeting at the original address or another venue.

4. An amendment or an alternative to a proposal proposed by shareholders (or proxies) or other proposals made by the submission of extraordinary motions, unless the proposals arranged in the meeting agenda, shall be seconded by other shareholders (or proxies), the change of the meeting agenda and the motion of the adjournment thereto shall be effected in the same manner.

5. Before speaking, an attending shareholder (or a proxy) must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder (or a proxy) 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 approved spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor, the chair shall stop any violation.

6. For the inquiring about the report matters made in the meeting agenda, the entire of report matters shall be read out or finished reporting by the chair or the designated person, and then a shareholder shall speak. Except with the consent of the chair, a shareholder (or a proxy) 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 preceding rules or exceeds the scope of the agenda item, the chair may terminate the speech.

7. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak.

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

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1. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, by agreement of the attending shareholders, the chair may announce the discussion closed, and call for a vote.

2. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair and agreed by the attending shareholders. The results of the vote shall be announced on-site at the meeting, and a record made of the vote.

3. When a meeting is in progress, the chair may announce a break based on time considerations.

4. Except as otherwise provided for in the Company Act or other regulations and in the Company'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 (or proxies). At the time of a vote, conducted the methods of a vote or a consultation approved by the chair, one of the following circumstances was consulted by the chair, shall be deemed to have been passed, and its effectiveness is the same as a vote. (1) Shareholders who has no objection. (2) When shareholders have an objection, but the number of voting rights shall be deemed to have been agreed in accordance with the preceding item, and reached the passed number of voting rights provided for in the regulations or bylaw. A shareholder shall be entitled to one vote for each share held, except as otherwise provided for in the regulations. A shareholder may appoint a proxy to attend the shareholders’ meeting, 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.

5. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

6. 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."

7. The regulations of these Rules, shall be conducted in accordance with the Company Act and other related law and regulation.

8. 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.

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Appendix 5

Huang Hsiang Construction Corporation

Directors’ Shareholding Statement

（As of the annual shareholders’ meeting of the year, and the book closure date: April 11, 2021）

==> picture [472 x 340] intentionally omitted <==

----- Start of picture text -----

Title Name Shareholding numbers Shareholding ratios
Huang Hsiang Investment Co., Ltd.
Chairman
Representative: Liao, Nien-Chi
87,501,365 26.70%
Huang Hsiang Investment Co., Ltd.
Representative: Liao Lin, Shu-Hua
Ping-Huang, Chang 85,446 0.03%
Chia-Ken, Chen 876,636 0.27%
Director Yu-Hsiang, Liao 6,201,305 1.89%
－ －
Che-Hsiung, Tsai
Hui-Chiu, Cheng 2,470,712 0.75%
Pei-Ju, Liao 3,363,301 1.02%
－ －
Shun-Tien, Chen
Independent － －
Chen-Lung, Lu
director
－ －
Su-Chiao, Hung
Sum of the entire number of directors’ shareholding numbers 100,498,765 30.66%
----- End of picture text -----

Explanation:

1. As of the annual shareholders’ meeting of the Company and the book closure date, the shareholding ratios mentioned in this statement were calculated based on total number of issued shares of 327,734,808.

2. According to Article 26 of Securities and Exchange Act, and paragraph 4, Article 2 of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies:

3. The minimum legally held shares held by the entire number of directors of the Company: 13,109,392 shares.

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