Hung Ching — AGM Information 2022

Aug 1, 2022

Stock Code: 2527

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Hung Ching Development & Construction Co., Ltd.

Annual Shareholders' Meeting 2022

Meeting Handbook

(Translation)

Time and Date: 10:00 a.m., Monday, June 27, 2022 Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (ASE Design Center)

The method for convening of the shareholders' meeting: Physical shareholder's meeting

Notice to Readers:

For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.

Table of Contents

Meeting Procedure .......................................................................... 1 Meeting Agenda .............................................................................. 2 Report Items .................................................................................... 3 Ratification Items ............................................................................ 6 Discussion Items ............................................................................. 15 Extempore Motions ......................................................................... 39

Attachments I. Business Report ....................................................................... 40 II. Audit Committee Review Report ............................................ 43 III. Independent Auditors' Report and Financial Statements ......... 44 IV. Articles of Incorporation (Before Amendment) ...................... 64 V. Rules of Procedure for Shareholders' Meetings....................... 71 VI. Share Ownership of Directors .................................................. 76

Notice to Readers:

For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.

Hung Ching Development & Construction Co., Ltd. 2022 Annual Shareholders' Meeting Procedure

• I. Call the Meeting to Order

• II. Chair's Remarks

• III. Report Items

• IV. Ratification Items

• V. Discussion Items

• VI. Extempore Motions

• VII.Adjournment

1

Hung Ching Development & Construction Co., Ltd. 2022 Shareholders' Meeting Agenda

• I. Time and Date: 10:00 a.m., Monday, June 27, 2022

• II. Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (ASE Design Center)

• III. The method for convening of the shareholders' meeting: Physical shareholder's meeting

• IV. Chair's remarks

• V. Report Items

• 2021 Business Report.

• Audit Committee's review of the 2021 annual final accounting books and statements.

• Report on 2021 employees' and directors' remuneration.

• VI. Ratification Items

• Acknowledgment of the 2021 business report and annual final accounting books and statements.

• Acknowledgment of the 2021 Earnings Distribution.

• Acknowledgment of the sign a contract for the joint construction and allocation of housing units with ASE Inc., Chung-Li Branch.

VII.Discussion Items

1. Amendment to some articles of the ”Corporate Charter”.

2. Amendments to some articles of the ”Procedures for Asset Acquisition & Disposal”.

3. Authorize the Board of Directors to select one or a combination of options or a combination of domestic issuance of common stocks by cash capital increase, issuance of common stock by cash capital increase to participate in the issuance of overseas depositary receipts, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time.

VIII. Extempore Motions

IX. Adjournment

2

Report Items

No.1

Proposal: 2021 Business Report.

Explanation: Please refer to Page 40-42 of this Notice for the 2021 Business Report (Attachment 1).

3

Report Items

No.2

• Proposal: Audit Committee's review of the 2021 annual final accounting books and statements.

Explanation: For the 2021 Audit Committee's Review Report, please refer to Page 43 of this Handbook (Attachment 2).

4

Report Items

No.3

Proposal: Report on 2021 employees' and directors' remuneration.

Explanation:

1. According to the Articles of Incorporation, if the Company makes a profit in the year, 1% to 7% of the profits shall be allocated as employees' compensation and no more than 3% of the profit as directors' compensation. In the presence of the accumulated loss, the Company shall allocate an amount to recover such loss before allocating any employees' and directors' compensation.

2. The 2021 remuneration of employees and directors was determined by the Board of Directors in accordance with the Articles of Incorporation of the Company to distribute employee compensation of NT$46,229,799 and directors' compensation of NT$18,491,920 in cash.

3. There is no difference between the above distribution amount and the estimated amount of recognized expenses in 2021.

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Ratification Items

Item 1 (Proposed by the Board of Directors)

Proposal: Acknowledgment of the 2021 business report and annual final accounting books and statements.

• Explanation: The Board of Directors has prepared the Company's 2021 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by CPA, Shiuh-Ran Cheng and Wang-Sheng Lin of Deloitte & Touche, by whom an audit report has been issued accordingly.

Attachments:

• I. Business Report (please refer to Pages 40-42 of the Handbook for Attachment 1).

• II. Financial Statements (please refer to Pages 44-63 of the Handbook for Attachment 3).

• III. Earnings Distribution Table (please refer to Pages 8 of the

• Handbook).

Resolution:

6

Ratification Items

Item 2 (Proposed by the Board of Directors)

Proposal: Acknowledgment of the 2021 Earnings Distribution.

Explanation:

1. The Company's earnings distribution in 2021 is proposed in accordance with the Company Act and the Articles of Incorporation of the Company.

2. The dividend to shareholders of NT$810,918,000 will be distributed in cash. Based on the number of shares recorded in the Company's current shareholder register of 270,306,000 shares, NT$3 per share will be distributed. The distribution of cash dividends shall be based on share ratio and rounded off to the integer. Fractional dividend amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash dividend distribution is met. Subsequent factors such as the issuance of new shares due to the Company's cash capital increase and issuance of new shares, or the transfer or cancellation of treasury shares due to the purchase of the Company's shares, which affects the number of shares that the Company can participate in the distribution of shareholder dividends, and the dividend rate of shareholders changes and needs to be revised, it is proposed to authorize the Board of Directors to handle and adjust it.

3. The shareholders' ex-dividend date shall be determined by the Board of Directors after a resolution is made at the shareholders' meeting.

Attachment: Earnings Distribution Table (please refer to Page 8 of the

Handbook).

Resolution:

7

Hung Ching Development & Construction Co., Ltd. Earnings Distribution Table 2021

	2021
		Currency Unit: NT$
Undistributed retained earnings of the previous
year		1,253,446,392
Net income of the year		1,619,178,110
Withdraw 10% of the statutory surplus reserve		(161,917,811)
Reversal of surplus reserve	according to the Act	102,572,340
Distributable retained earnings of the year		2,813,279,031
Distribution items:
Shareholders' dividends	-
Cash		( 810,918,000)
Balance of retained earnings
of the year		2,002,361,031

Notes. Current profit shall first be distributed for the above profit distribution

Chairman

Managerial Officer

Accounting Supervisor

8

Ratification Items

Item 3 (Proposed by the Board of Directors)

Proposal: Acknowledgment of the sign a contract for the joint construction and allocation of housing units with ASE Inc., Chung-Li Branch.

Explanation:

1. Advanced Semiconductor Engineering, Inc. Zhongli Branch (hereinafter referred to as ASE Zhongli Branch) plans to build a new plant in response to the demand for future capacity expansion and has purchased 3 pieces of land, including the Nei Li section of Zhongli District, Taoyuan City, of which the above-ground buildings been built for more than 30 years and are eligible for urban renewal. ASE Zhongli Branch decides to cooperate with the Company for this case based on the Company's professional construction team and familiarity with the urban renewal process, also the previous joint construction of the factory building with ASE Zhongli Branch in Zhongli. The Company has also jointly built factory buildings with ASE and its affiliated companies many times in Kaoshiung and has been able to fully grasp the various operating procedures of ASE's plant construction, which helps to control the progress of this new plant.

2. With reference to the appraisal reports from the professional institutions CBRE Global Commercial Real Estate Services and DTZ Cushman & Wakefield Real Estate Appraiser Office, and after negotiating with ASE Zhongli Branch, the allocation basis was based on the average value of the joint construction distribution ratio assessed by the two appraisers, and Hung Ching obtained 69.20%.

3. Please refer to Pages 11-14 of the Handbook for details of related party joint construction evaluation in accordance with the "Procedures for Acquisition or Disposal of Assets".

4. The contract also requires the following:

5. ① ASE Zhongli Branch and the Company are both listed as proprietors.

6. ② In order to shorten the preliminary preparation time, the selection and allocation of ASE Zhongli Branch will be determined after obtaining the measurement results and before the first registration of the property rights. In the event that the building area to be allocated by ASE Zhongli Branch is more than or less than the full number of units, both parties agree to make a

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supplemental agreement with reference to the valuation amount and upon negotiation between both parties.

  - ③ Upon the completion of the construction of  ASE Zhongli Plant II, if ASE Zhongli Branch intends to implement the pre-emptive rights, in order to simplify the transfer of real estate transactions, the transfer of land rights registered with the Company shall be exempted from the registration procedures, and the price of land rights shall be paid directly by ASE Zhongli Branch to the Company.

  - ④ Both parties agree that the distribution ratio may be renegotiated in either of the following circumstances:

     - a. The difference between the gross floor area under development and the current planned area upon the acquisition of the license is more than 3% (i.e. the change is more than 1,919 square meters).

     - b. Considering that during the pandemic, it is difficult to accurately estimate the construction costs.  After the completion of the ASE Zhongli Plant II, the Company will provide the total costs of construction, and the original appraisal agencies will re-calculate the distribution ratio. If the increase or decrease in the distribution ratio exceeds 5% of the originally agreed sharing ratio for the landowner (that is, the increase or decrease is more than 1.54%).

1. After obtaining the license, if both parties need to re-negotiate the distribution ratio according to the joint construction contract, it is proposed that the Audit Committee be authorized to deal with it at its absolute discretion within a range of 10% of the change in the Company’s distribution ratio (i.e. the distribution ratio of the Company changed to 62.28% ~ 76.12%).

2. Attachment: Assessment of Joint Construction with Related Party (please refer to Page 11-14 of the Handbook).

Resolution:

10

Hung Ching Development & Construction Co., Ltd. Assessment of Joint Construction with Related Party

• I. Purpose, Necessity, and Anticipated Benefit of the Joint Construction:

• Purpose of Joint Construction: As a result of the transfer of crossborder supply chains caused by the China-US trade war and the COVID-19 pandemic, Taiwanese companies have continued to return to Taiwan for investment in the past 2-3 years. The demand for industrial land was greater than the supply, and the demand for plants was increasing. However, the search for suitable industrial land is not easy, thus it is a good way to obtain the real estate of the plant through joint construction. In addition, upon the completion of the plant, the Company’s allocated plant will be available for sale to ASE or its affiliates if there is a demand from Advanced Semiconductor Engineering, Inc. (hereinafter referred to as ASE) or its affiliates. If ASE or its affiliates do not have such demand, the popularity of the factory will increase with ASE's entry, and it also helps for sales to other electronics companies. It is beneficial to the Company's operating income and operating interests in general.

• Necessity: The land, in this case, was purchased by ASE Zhongli Branch in advance. If the Company wants to increase the inventory of the plant for sale, it must be acquired through joint construction. The ASE Zhongli Branch provides the land, and Hung Ching is responsible for the construction of the building. Therefore, there is a need for joint construction.

• Anticipated Benefit: The estimated total sales amount of the factory building is approximately NT$5 billion to $5.3 billion, based on a distribution ratio of 69.20%. The successful completion of the construction in the future would create approximately NT$3.46 billion to $3.7 billion of operating income for the Company, after deducting the estimated input cost of NT$3 billion, the estimated operating gross profit is from NT$460 million to $700 million and the gross profit margin is approximately 13% to 19%. (The anticipated benefits are estimated values, and the actual amount will be processed in accordance with the Procedures for Acquisition or Disposal of Assets

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upon completion.)

• II. Reasons for choosing the related party as a trading counterparty:

• The land was purchased first by ASE, and the above-ground buildings have been built for more than 30 years and are eligible for urban renewal. ASE Zhongli Branch decides to cooperate with the Company for this case based on the Company's professional construction team and familiarity with the urban renewal process, also the previous joint construction of the factory building with ASE Zhongli Branch in Zhongli. The Company has also jointly built factory buildings with ASE and its affiliated companies many times in Kaoshiung and has been able to fully grasp the various operating procedures of ASE's plant construction, which helps to control the progress of this new plant.

• As a joint construction party, upon completion of the construction of the new plant, ASE has priority to purchase. Although the joint construction is with a related party, as long as the transaction process is transparent and the distribution ratio is reasonable and in compliance with the requirements of the relevant authorities, the transactions with the related party do not infringe upon its proper and legal behavior.

• III. The date and price at which the related party originally acquired the real property, the original trading counterparty, and its relationship with the Company and the related party:

The land of ASE Zhongli Plant II was acquired by ASE Zhongli Branch from a non-related party by itself and the plant was built together with the Company. Since it is a joint construction project, the original acquisition date, price, and the trading counterparty of the related party are not applicable in this case.

• IV. Cash flows for the next year (see Page 14 of the Handbook)

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V. Distribution Ratio of the Joint Construction

1. Appraisal Report of the Project:

Client	Appraisal Institute	Distribution Ratio of the Joint Construction	Distribution Ratio of the Joint Construction
		Hung Ching	ASE
Hung Ching	CBRE	70.34%	29.66%
ASE	DTZ Cushman & Wakefield	68.05%	31.95%
Average(mutuallyagreed)		69.20%	30.80%

1. With reference to the appraisal reports from the professional institutions CBRE Global Commercial Real Estate Services and DTZ Cushman & Wakefield Real Estate Appraiser Office, and after negotiating with ASE Zhongli Branch, the allocation basis was based on the average value of the joint construction distribution ratio assessed by the two appraisers, and Hung Ching obtained 69.20%.

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Hung Ching Development & Construction Co., Ltd.

Statements of Cash Flows

2022.04-2023.04

Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04	Hung Ching Development & Construction Co., Ltd. Statements of Cash Flows 2022.04-2023.04
Unit: NT$ thousand
Item/Month	2022.04	2022.05	2022.06	2022.07	2022.08	2022.09	2022.10	2022.11	2022.12	2023.01	2023.02	2023.03	2023.04	Total
Balance of Cash at Beginning of the Period	61,945	50,179	57,572	59,753	50,986	56,471	56,203	47,744	50,826	51,661	44,019	43,057	43,105
Add:
Tucheng ASE Residence	2,000	2,000		2,000		2,000		2,000		2,000		2,000		14,000
Xizhi Li Garden	14,250													14,250
Di Jing Garden	100,000	60,000	60,000	60,000	60,000	60,000	60,000	60,000	60,000	60,000	60,000	60,000	60,000	820,000
Tucheng Mingde Sec.											20,000	30,000	50,000	100,000
K27													1,300,000	1,300,000
Rental Income	3,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	51,000
Dividend Income						220,654								220,654
Total	119,250	66,000	64,000	66,000	64,000	286,654	64,000	66,000	64,000	66,000	84,000	96,000	1,414,000	2,519,904
Less:
Construction Costs - K25	50,000	50,000	50,000	50,000	50,000	28,686								278,686
Construction Costs - Mingde	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	130,000
Construction Costs - Zhubei	30,000	30,000	30,000	30,000	30,000	30,000	30,000	30,000	30,000	30,000	30,000	30,000	30,000	390,000
Construction Costs - K13	50,000	50,000	50,000	50,000	50,000	50,000	50,000	50,000	50,000	50,000	50,000	50,000	50,000	650,000
Construction Costs - K27	70,000	70,000	70,000	70,000	70,000	70,000	70,000	70,000	70,000	70,000	70,000	70,000	70,000	910,000
Construction Costs - Zhongli II			3,000	5,000	20,000	30,000	30,000	50,000	50,000	50,000	50,000	50,000	50,000	388,000
General and administrative expenses	17,500	17,500	17,500	17,500	17,500	17,500	17,500	17,500	17,500	17,500	17,500	17,500	17,500	227,500
Selling and marketing expenses	8,000	8,000	8,000	8,000	8,000	8,000	8,000	8,000	8,000	8,000	8,000	8,000	8,000	104,000
Commissions - Tucheng	120	120	0	120	0	120	0	120	0	120	0	120	0	840
Commissions - Xizhi	285	0	0	0	0	0	0	0	0	0	0	0	0	285
Commissions - Di Jing Garden	6,000	3,600	3,600	3,600	3,600	3,600	3,600	3,600	3,600	3,600	3,600	3,600	3,600	49,200
Commissions - Mingde Sec.	0	0	0	0	0	0	0	0	0	0	1,100	1,650	2,750	5,500
Construction Costs	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	10,000	130,000
Interest Expenses	9,111	9,386	9,720	10,547	10,923	11,868	13,359	13,698	14,065	14,422	14,762	15,082	14,184	161,129
Cash Dividends						810,918								810,918
Directors’ and supervisors’ remuneration and staff bonuses					18,492	46,229								64,721
Total	261,016	258,606	261,820	264,767	298,515	1,126,921	242,459	262,918	263,165	263,642	264,962	265,952	266,034	4,300,779
Cash available before Financing	(79,821)	(142,428)	(140,247)	(139,014)	(183,529)	(783,797)	(122,256)	(149,174)	(148,339)	(145,981)	(136,943)	(126,895)	1,191,070
Financing Amount
Borrowings (Repayments)	130,000	200,000	200,000	190,000	240,000	840,000	170,000	200,000	200,000	190,000	180,000	170,000	(1,150,000)	1,760,000
Closing cash balance	50,179	57,572	59,753	50,986	56,471	56,203	47,744	50,826	51,661	44,019	43,057	43,105	41,070
Beginning Borrowings	5,401,798	5,531,798	5,731,798	5,931,798	6,121,798	6,361,798	7,201,798	7,371,798	7,571,798	7,771,798	7,961,798	8,141,798	8,311,798
Closing Borrowings	5,531,798	5,731,798	5,931,798	6,121,798	6,361,798	7,201,798	7,371,798	7,571,798	7,771,798	7,961,798	8,141,798	8,311,798	7,161,798
Interest Rate	2.00%	2.00%	2.00%	2.10%	2.10%	2.10%	2.20%	2.20%	2.20%	2.20%	2.20%	2.20%	2.20%
Total Credit Amount	10,168,284	10,151,320	10,134,356	10,117,392	10,100,428	10,083,464	10,066,500	10,049,536	10,032,572	10,015,608	9,998,644	9,981,680	9,964,716
Unused Amount	4,636,486	4,419,522	4,202,558	3,995,594	3,738,630	2,881,666	2,694,702	2,477,738	2,260,774	2,053,810	1,856,846	1,669,882	2,802,918

Note: The long-term borrowings from the Bank of Taiwan, which are secured by the shopping mall, are repayable by NT$16,964 thousand per month.

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Discussion Items

Item 1 (Proposed by the Board of Directors)

Proposal: Amendment to some articles of the ”Corporate Charter”.

Explanation:

1. For the needs of the Company's operations, it is proposed to amend some provisions of the "Articles of Incorporation".

2. Please refer to Pages 16-19 of the Handbook for the Comparison Table.

Resolution:

15

Hung Ching Development & Construction Co., Ltd. Comparison Table of the "Articles of Incorporation" before and after the Amendment

After Amendment Before Amendment

Article 6

According to Article 161-2 ~~162-2~~ of the ROC Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise. Article 16

The Company sets up 11~13 directors, including 3 independent directors and 8~10 non-independent directors for a term of three years. The shareholders' meeting will elect and appoint competent persons to act on the positions, and once re-elected, they can re-take the positions.

Article 6 According to Article 162-2 of the ROC Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise. Article 16

The Company sets up 11~13 directors, including 3 independent directors and 8~10 non-independent directors for a term of three years. The shareholders' meeting will elect and appoint competent persons to act on the positions, and once re-elected, they can re-take the positions.

The re-election of Independent Directors of the Company shall be handled in accordance with relevant laws and regulations.

When the election of the Directors shall be handled in accordance with the provisions of Article 198 of the Company Act.

During the election of Directors, Independent and Non-Independent Directors are elected at the same time, but the elected ones will be counted separately. Those who have won the votes representing more voting rights will serve as Independent and Non-Independent Directors respectively. The Company shall establish an Audit Committee, which shall consist of all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for the implementation of the functions and powers of the supervisor stipulated in the

When the election of the Directors shall be handled in accordance with the provisions of Article 198 of the Company Act.

During the election of Directors, Independent and Non-Independent Directors are elected at the same time, but the elected ones will be counted separately. Those who have won the votes representing more voting rights will serve as Independent and Non-Independent Directors respectively. The Company shall establish an Audit Committee, which shall consist of all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for the implementation of the functions and powers of the supervisor stipulated in the Company Act, the Securities and Exchange

16

After Amendment

Company Act, the Securities and Exchange Act and other laws. The Audit Committee shall be composed of all independent directors. The exercise of its powers and related matters shall be separately determined by the Board of Directors in accordance with relevant laws and regulations.

Article 20

When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the industry standard and the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company's Procedure for Compensation Management. If the Company has profits, additional remuneration is distributed pursuant to Article 2 ~~324.~~

Article 24

Any after-tax net income shall first be used to offset the accumulated losses if there is any, and then to appropriate 10% of the earnings as legal reserve until its amount reaches the actual paid-in capital. For the rest, the special surplus reserve shall be set aside or converted in accordance with the laws and regulations; if there is a balance and the accumulated undistributed surplus, the Board of Directors shall propose a surplus distribution plan and submit a resolution to the shareholders' meeting to distribute shareholder dividends. However, when the surplus distribution is distributed in cash, it may be made by the Board of Directors with the presence of more than two-thirds of the directors and with the

Before Amendment Act and other laws. The Audit Committee shall be composed of all independent directors. The exercise of its powers and related matters shall be separately determined by the Board of Directors in accordance with relevant laws and regulations.

Article 20

When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the industry standard and the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company's Procedure for Compensation Management. If the Company has profits, additional remuneration is distributed pursuant to Article 24.

Article 24

Any after-tax net income shall first be used to offset the accumulated losses if there is any, and then to appropriate 10% of the earnings as legal reserve until its amount reaches the actual paid-in capital. For the rest, the special surplus reserve shall be set aside or converted in accordance with the laws and regulations; if there is a balance and the accumulated undistributed surplus, the Board of Directors shall propose a surplus distribution plan and submit a resolution to the shareholders' meeting to distribute shareholder dividends.

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After Amendment	BeforeAmendment
approval of more than half of the directors present, and reported to the shareholders' meeting.
Article 27 The Articles of Incorporation was formulated on November 20, 1986. The first amendment was made on July 8, 1987. The second amendment was made on August 15, 1987. The third amendment was made on December 10, 1988. The fourth amendment was made on June 10, 1989. The fifth amendment was made on June 25, 1989. The sixth amendment was made on January 15, 1990. The seventh amendment was made on June 18, 1990. The eighth amendment was made on June 28, 1991. The ninth amendment was made on February 21, 1992. The tenth amendment was made on July 13, 1993. The eleventh amendment was made on June 5, 1994. The twelfth amendment was made on May 5, 1995. The thirteenth amendment was made on April 29, 1996. The fourteenth amendment was made on June 25, 1997. The fifteenth amendment was made on April 29, 1998. The sixteenth amendment was made on April 29, 1998. The seventeenth amendment was made on June 15,1999.	Article 27 The Articles of Incorporation was formulated on November 20, 1986. The first amendment was made on July 8, 1987. The second amendment was made on August 15, 1987. The third amendment was made on December 10, 1988. The fourth amendment was made on June 10, 1989. The fifth amendment was made on June 25, 1989. The sixth amendment was made on January 15, 1990. The seventh amendment was made on June 18, 1990. The eighth amendment was made on June 28, 1991. The ninth amendment was made on February 21, 1992. The tenth amendment was made on July 13, 1993. The eleventh amendment was made on June 5, 1994. The twelfth amendment was made on May 5, 1995. The thirteenth amendment was made on April 29, 1996. The fourteenth amendment was made on June 25, 1997. The fifteenth amendment was made on April 29, 1998. The sixteenth amendment was made on April 29, 1998. The seventeenth amendment was made on June 15,1999.

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After Amendment

BeforeAmendment

The eighteenth amendment was made on June 30, 2000. The nineteenth amendment was made on June 11, 2002. The twentieth amendment was made on June 29, 2005. The twenty-first amendment was made on June 29, 2006. The twenty-second amendment was made on June 20, 2007. The twenty-third amendment was made on June 25, 2008. The twenty-fourth amendment was made on June 25, 2010. The twenty-fifth amendment was made on June 24, 2011. The twenty-sixth amendment was made on June 28, 2012. The twenty-seventh amendment was made on June 27, 2016. The twenty-eighth amendment was made on June 22, 2017. The twenty-ninth amendment was made on June 21, 2018. The thirtieth amendment was made on June 18, 2020. The thirty-first amendment was made on June 27,2022.

The eighteenth amendment was made on June 30, 2000. The nineteenth amendment was made on June 11, 2002. The twentieth amendment was made on June 29, 2005. The twenty-first amendment was made on June 29, 2006. The twenty-second amendment was made on June 20, 2007. The twenty-third amendment was made on June 25, 2008. The twenty-fourth amendment was made on June 25, 2010. The twenty-fifth amendment was made on June 24, 2011. The twenty-sixth amendment was made on June 28, 2012. The twenty-seventh amendment was made on June 27, 2016. The twenty-eighth amendment was made on June 22, 2017. The twenty-ninth amendment was made on June 21, 2018. The thirtieth amendment was made on June 18, 2020.

19

Discussion Items

Item 2 (Proposed by the Board of Directors)

Proposal: Amendments to some articles of the ”Procedures for Asset Acquisition & Disposal”.

Explanation:

1. In accordance with the Financial Supervisory Commission Order No. Financial-Supervisory-Securities-Corporate-1110380465, part of the Company’s “Procedures for Acquisition or Disposal of Assets” is proposed to be amended.

2. Please refer to Pages 21-31 of the Handbook for the Comparison Table.

Resolution:

20

Hung Ching Development & Construction Co., Ltd. Comparison Table of the "Procedures for Acquisition or Disposalof Assets"beforeandafter theAmendment	Hung Ching Development & Construction Co., Ltd. Comparison Table of the "Procedures for Acquisition or Disposalof Assets"beforeandafter theAmendment
After Amendment	BeforeAmendment
Article 5 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. II. May not be a related party or de facto related party of any party to the transaction. III. If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.	Article 5 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. II. May not be a related party or de facto related party of any party to the transaction. III. If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with thefollowing provisions:

21

After Amendment	BeforeAmendment
When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II. Whenconducting~~auditing~~a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. III. They shall undertake an item-by- item evaluation of the appropriateness~~completeness,~~ ~~accuracy ~~and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate andreasonable ~~and~~ ~~correct~~, and complied with applicablelaws andregulations.	I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II. When auditing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. III. They shall undertake an item-by- item evaluation of the completeness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and correct, and complied with applicable laws and regulations.
Article 7 Proceduresforacquisitionordisposalof	Article 7 Proceduresforacquisitionordisposalof

22

After Amendment	BeforeAmendment
securities . . . III. Where the Company acquires or disposes of securities and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. ~~Where the CPA requires~~ ~~the use of expert reports, it shall~~ ~~comply with the provisions of~~ ~~Statement of Auditing Standards~~ ~~No. 20 published by the~~ ~~Accounting Research and~~ ~~Development Foundation~~ ~~(ARDF).~~This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission(FSC).	securities . . . III. Where the Company acquires or disposes of securities and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. Where the CPA requires the use of expert reports, it shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF). This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission(FSC).
Article 8 Procedures for acquisition or disposal of property, equipment or its right-of-use assets . . . III. Where certain criteria are met for the acquisition or disposal of property, equipment or its right- of-use assets, an appraisal report from a professional appraiser shallbe obtained priorto the date	Article 8 Procedures for acquisition or disposal of property, equipment or its right-of-use assets . . . III. Where certain criteria are met for the acquisition or disposal of property, equipment or its right- of-use assets, an appraisal report from a professional appraiser shallbe obtained priorto the date

23

After Amendment of occurrence of the event.

Where the Company acquires or disposes of property, equipment or its right-of-use assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, engaging others to build on its own land or on rented land, or acquiring or disposing of machinery equipment or right-of-use assets thereof for business use, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall comply with the following provisions:

• (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

• (II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

• (III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are

Before Amendment of occurrence of the event.

Where the Company acquires or disposes of property, equipment or its right-of-use assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, engaging others to build on its own land or on rented land, or acquiring or disposing of machinery equipment or right-of-use assets thereof for business use, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall comply with the following provisions:

(I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

(II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal

24

	After Amendment	BeforeAmendment
higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to ~~perform~~ ~~the~~ ~~appraisal in accordance with the~~ ~~provisions of Statement of~~ ~~Auditing Standards No. 20~~ ~~published by the Accounting~~ ~~Research~~ ~~and~~ ~~Development~~ ~~Foundation (ARDF) and ~~render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The difference between the appraisal result and the transaction amount is 20% or more of the transaction amount. 2. The difference between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (IV) No more than three months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date However, if the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. Except for the use of a limited price, specified price or special price as a reference basisforthe transaction		results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The difference between the appraisal result and the transaction amount is 20% or more of the transaction amount. 2. The difference between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (IV) No more than three months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date However, if the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. Except for the use of a limited price, specified price or special price as a reference basis for the transaction price, if there is a legitimate reason not to obtain the appraisal report in

25

After Amendment	BeforeAmendment
price, if there is a legitimate reason to not obtain the appraisal report in time, an appraisal report shall be obtained within two weeks from the date of occurrence in due course, and a certified public accountant’s opinion under Subparagraph 3 of the preceding paragraph shall be obtained within two weeks from the date of receipt of the appraisal report.	time, an appraisal report and a certified public accountant’s opinion under Subparagraph 3 of the preceding paragraph shall be obtained within two weeks from the date of occurrence.
Article 9 Procedures for acquisition or disposal of an intangible asset or its right-of-use asset or memberships . . . II. Where the transaction amount of acquisition or disposal of an intangible asset or its right-of-use asset or memberships meets certain criteria, a certified public accountant shall be engaged to render an opinion. If the transaction amount of an intangible asset or its right-of-use asset or membership acquired or disposed of by the Company is 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transactionprice~~; the certified~~	Article 9 Procedures for acquisition or disposal of an intangible asset or its right-of-use asset or memberships . . . II. Where the transaction amount of acquisition or disposal of an intangible asset or its right-of-use asset or memberships meets certain criteria, a certified public accountant shall be engaged to render an opinion. If the transaction amount of an intangible asset or its right-of-use asset or membership acquired or disposed of by the Company is 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price; the certified public accountant shall comply with the provisions ofthe Statement of

26

After Amendment Before Amendment ~~public accountant shall comply with~~ Auditing Standards No. 20 published by the ARDF. ~~the provisions of the Statement of Auditing Standards No. 20 published by the ARDF~~ . Article 13 Article 13

Procedures for related party transactions Procedures for related party transactions When the Company intends to acquire or When the Company intends to acquire or dispose of property or its right-of-use dispose of property or its right-of-use assets from or to a related party, or when assets from or to a related party, or when it intends to acquire or dispose of assets it intends to acquire or dispose of assets other than real property or right-of-use other than real property or right-of-use assets thereof from or to a related party assets thereof from or to a related party and the transaction amount reaches 20 and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of paid-in capital, 10 percent or more of the Company's total percent or more of the Company's total assets, or NT$300 million or more, except assets, or NT$300 million or more, except in trading of domestic government bonds in trading of domestic government bonds or bonds under repurchase and resale or bonds under repurchase and resale agreements, or subscription or agreements, or subscription or redemption of money market funds issued redemption of money market funds issued by domestic securities investment trust by domestic securities investment trust enterprises, the Company may not enterprises, the Company may not proceed to enter into a transaction proceed to enter into a transaction contract or make a payment until the contract or make a payment until the following matters have been following matters have been recognized approved ~~recognized~~ by the Audit by the Audit Committee and the Board of Committee and the Board of Directors: Directors: I. The purpose, necessity and I. The purpose, necessity and anticipated benefit of the acquisition anticipated benefit of the acquisition or disposal of assets. or disposal of assets. II. The reason for choosing the related II. The reason for choosing the related party as a transaction counterparty. party as a transaction counterparty. III. With respect to the acquisition of III. With respect to the acquisition of property or its right-of-use asset property or its right-of-use asset from a related party, information from a related party, information regarding appraisal of the regarding appraisal of the reasonableness of the preliminary reasonableness of the preliminary transaction terms in accordance transaction terms in accordance with Article 14 and Article 15. with Article 14 and Article 15. IV. The date and price at which the IV. The date and price at which the related party originally acquired the related party originally acquired the

Procedures for related party transactions When the Company intends to acquire or dispose of property or its right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been recognized by the Audit Committee and the Board of Directors:

27

	After Amendment	BeforeAmendment
	property, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party. V. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. VII. Restrictive covenants and other important stipulations associated with the transaction. ~~The calculation of the transaction~~ ~~amounts referred to in the preceding~~ ~~paragraph shall be made in accordance~~ ~~with Paragraph 2 of Article 31 herein, and~~ ~~"within the preceding year" as used herein~~ ~~refers to the year preceding the date of~~ ~~occurrence of the current transaction.~~ ~~Items that have been recognized by the~~ ~~Audit Committee and approved by the~~ ~~Board of Directors need not be counted~~ ~~toward the transaction amount.~~ With respect to the following transactions between the Company and its parent company, subsidiaries or between subsidiaries of the Company whose current outstanding shares or total capital are directly or indirectly wholly owned by the Company, and the transaction amount shall not exceed the limit prescribed in Subparagraph 1, Paragraph 1, Article 8, the Board of Directors may delegate the Chairman of the Board to decide such matters and have the decisions subsequently	property, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party. V. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. VII. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Paragraph 2 of Article 31 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been recognized by the Audit Committee and approved by the Board of Directors need not be counted toward the transaction amount. With respect to the following transactions between the Company and its parent company, subsidiaries or between subsidiaries of the Company whose current outstanding shares or total capital are directly or indirectly wholly owned by the Company, and the transaction amount shall not exceed the limit prescribed in Subparagraph 1, Paragraph 1, Article 8, the Board of Directors may delegate the Chairman of theBoard to decide such matters and

28

• After Amendment Before Amendment

• submitted to and ratified in the next have the decisions subsequently Board of Directors meeting: submitted to and ratified in the next Acquisition or disposal of equipment Board of Directors meeting: or right-of-use assets thereof held for I. Acquisition or disposal of equipment business use. or right-of-use assets thereof held for

• II. business use.

• I. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

• II. Acquisition or disposal of property right-of-use assets held for business use

• II. Acquisition or disposal of property right-of-use assets held for business use

When a matter is proposed to the Audit Committee pursuant to Paragraph ~~s~~ 1 ~~and 2,~~ it shall first be approved by more than half of all members of the Audit Committee and then submitted to the Board of Directors for a resolution.

When a matter is proposed pursuant to Paragraphs 1 and 2, it shall first be approved by more than half of all members of the Audit Committee and then submitted to the Board of Directors for a resolution.

If approval of more than half of all members of the Audit Committee as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution by the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

If approval of more than half of all members of the Audit Committee as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution by the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

The term "all members of the Audit Committee" in Paragraphs ~~45~~ and the term "all directors" ~~in the preceding paragraph~~ shall be counted as the actual number of persons currently holding those positions.

The term "all members of the Audit Committee" in Paragraph 5 and the term "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

Where the transactions stated in Paragraph 1 appear in the Company or the affiliated companies that are not publicly listed, and the transaction amount reached 10% of the total company assets, the Company shall report the information listed in Paragraph 1 to the Shareholders' Meeting for approval. The contract can be signed and the payment can be made after the approval is obtained. However, this does not apply to transactions between the

29

After Amendment Before Amendment Company and its parent, subsidiaries, or between subsidiaries. The calculation of the amount of the transactions referred to in Paragraph 1 and the preceding paragraph shall be made in accordance with the provisions of Paragraph 2 of Article 31, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders’ meeting, the Audit Committee, and approved by the Board of Directors need not be counted toward the transaction amount.

After Amendment	BeforeAmendment
Company and its parent, subsidiaries, or between subsidiaries. The calculation of the amount of the transactions referred to in Paragraph 1 and the preceding paragraph shall be made in accordance with the provisions of Paragraph 2 of Article 31, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders’ meeting, the Audit Committee, and approved by the Board of Directors need not be counted toward the transactionamount.
Article 31 Information disclosure procedures I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: . . . (VII) Where an asset transaction other than any of those referred to in the preceding six items or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of domestic government bonds or foreigngovernment bonds	Article 31 Information disclosure procedures I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: . . . (VII) Where an asset transaction other than any of those referred to in the preceding six items or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of domestic government bonds. 2. Trading ofbonds under

30

After Amendment	BeforeAmendment
with a rating that is not lower than the sovereign rating of Taiwan. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. . . .	repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. . . .
Article 35 The Procedures were established on September 19, 1991. The first amendment was made on June 7, 1993. The second amendment was made on May 27, 1995. The third amendment was made on April 29, 1996. The fourth amendment was made on June 27, 2003. The fifth amendment was made on June 20, 2007. The sixth amendment was made on June 28, 2012. The seventh amendment was made on June 24, 2014. The eighth amendment was made on June 22, 2017. The ninth amendment was made on June 27, 2019. The tenth amendment was made on June 27,2022.	Article 35 (None)

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Discussion Items

Item 3 (Proposed by the Board of Directors)

• Proposal: Authorize the Board of Directors to select one or a combination of options or a combination of domestic issuance of common stocks by cash capital increase, issuance of common stock by cash capital increase to participate in the issuance of overseas depositary receipts, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time.

• Explanation: In response to one or more capital needs such as enriching working capital, repaying bank loans, and reinvesting, it is proposed to request the shareholders' meeting to authorize the Board of Directors to perform domestic issuance of common stocks by cash capital increase, issuance of common stocks by cash capital increase to participate in the issuance of overseas depositary receipts, or the issuance of domestic and foreign convertible corporate bonds at an appropriate time, depending on the current financial market conditions. The Board of Directors is authorized by the shareholders' meeting to raise funds in stages or simultaneously by selecting one or a combination of the aforementioned financing tools within one year from the date of the resolution of the shareholders' meeting within the limit of not more than 270,000,000 common shares. The content of the method is described as follows:

• Authorization of issue new common shares by participation of a GDR Offering:

  • (1) The capital increase by cash is to participate in the issuance of overseas depositary receipts. The number of shares to be issued is limited to not more than 270,000,000 shares. The Board of Directors and the Chairman of the Board of Directors shall be authorized by the shareholders' meeting to adjust the issuance quota in one or in installments within the aforementioned quota range according to market conditions.

  • (2) The issuance price for the issuance of new shares to

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participate in the issuance of overseas depositary receipts for cash capital increase is based on the "Self-Regulatory Rules for Underwriters' Guidance on Issuing Companies' Raising and Issuing Securities" by the Taiwan Securities Association, which may not lower than the closing price of the Company's common stock at the fixed price in the domestic centralized trading market on the price setting date, the simple arithmetic average of the closing price of the common stock calculated on one, three, and five business days before the price setting date, deducting the free allotment ex-right and the average after the exdividend 90% of the stock price. However, if there are changes in relevant domestic laws and regulations, the pricing method must also be adjusted in accordance with the laws and regulations. As the frequent short-term fluctuations in domestic stock prices, the actual issue price is within the aforementioned range. The Chairman is authorized to comply with international practices and refer to international capital market, domestic market prices, and aggregated ring-buying conditions, etc., which are determined by the securities underwriters to increase the acceptance of overseas investors. Therefore, the way of setting the price of issuance shall be reasonable. In addition, the method of determining the price of issuance of overseas depositary receipts is based on the fair-trading market price of common stocks formed in the domestic centralized trading market. The original shareholders are still able to approach the price of issuance of overseas depositary receipts and purchase common stocks in the domestic stock market without having to bear exchange risks and liquidity risks; therefore, there shall be no significant impact on shareholders' equity.

(3) For common stocks issued by cash increase in accordance with the Article 267 of Company Act, there shall be 10 to 15% of new shares reserved for subscription by employees

33

of the Company. After the original shareholders waive subscription rights, the remained 85%~95% shares, pursuant to the Article 28-1 of Securities and Exchange Act, all shares shall be allocated to public offering as marketable securities for the issuance of GDR. It is proposed that any new common shares not subscribed by employees and domestic shareholders may be allocated to shares offered by the GDR program.

• (4) The funds raised by the issuance of new shares through cash capital increase and participation in the issuance of overseas depositary receipts are expected to be used for one or more purposes such as enriching working capital, repaying bank loans, or reinvesting, etc. It is expected to be implemented within two years after the fundraising is completed. The implementation of the plan is expected to have benefits such as strengthening the industry's position, enhancing long-term competitiveness, improving the financial structure, saving interest expenses, etc., and will also benefit shareholders' equity.

• (5) The main content of the cash capital increase plan, including the issue price, the number of shares to be issued, the issuance conditions, the source of funds, the planned items, the amount raised, the scheduled progress, the expected benefits, and the capital increase base date, and other related matters, and the participation in the issuance plan for the issuance of overseas depositary receipts, will be authorized to the Board of Directors for further planning.

• (6) The timing of cash capital increase and participation in the issuance of overseas depository receipts, issuance conditions, the number of issues, the amount of issuance and all other matters relating to cash capital increase and participation in the issuance of overseas depositary receipts, shall be fully authorized to the Board of Directors for approval by the competent authority and on the basis

34

of operational assessment or changes due to objective circumstances in the future.

• (7) The Board of Directors is authorized to handle all matters which are not addressed herein, in accordance with the applicable laws and regulations.

• Principles on the authorization to the Board of Directors for cash capital increase in Taiwan:

• (1) The number of issued shares for the cash capital increase shall not exceed 270,000,000 shares.

• (2) The cash capital increase is NT$10 per share. It is proposed to authorize the Chairman to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the relevant provisions of "Guidelines of Public Offering and Issuance" from the Taiwan Securities Association and subject to market conditions. The final price shall be reported to the regulatory authority before issuance.

• (3) The underwriting method of the external public offering will be authorized to the Board of Directors to select either issuance of public offering or book building method in accordance with Article 28-1 of the Securities Exchange Act:

• ① Issuance of public offering:

  • Besides retaining 10%~15% of the issued shares in accordance with Article 267 of the Company Act, the employees will give priority to subscribe based on the actual issue price; in addition, 10% of the total amount of new shares to be issued is allocated to the public in accordance with Article 28-1 of the Securities and Exchange Act, and the remaining 75%~80% will be presubscribed by the original shareholders according to the shareholding ratio of the subscription base date. If the original shareholders hold insufficient shares to subscribe for a new share, they may subscribe jointly or merged into one person. If the original shareholders do not subscribe,

35

the Chairman of the Board of Directors shall be authorized to designate a specific person to subscribe at the issued price.

• ② Book building method:

• Besides reserving 10%~15% of the issued shares in accordance with Article 267 of the Company Act to be subscribed by employees based on the actual issuance price, the remaining shares are subject to Article 28-1 of the Securities Exchange Act, the original shareholders waived the right of pre-emption, and all the funds were allocated to the public offering through book building method. In addition, if employees of the Company have insufficient subscriptions or give up the subscription, the Chairman of the Board will be authorized to designate a specific person to subscribe.

• (4) The rights and obligations of the new common shares issued would be the same as previous shares.

• (5) The funds raised by the cash capital increase are expected to be used for one or more purposes such as enriching working capital, repaying bank loans, or reinvesting, and it is expected to be implemented within two years after the completion of the fundraising. The implementation of the plan is expected to have benefits such as strengthening the status of the industry, enhancing long-term competitiveness, improving the financial structure, and saving interest expenses, and it will also benefit shareholders' equity.

• (6) The main content of the issuance plan, including issuance price, the number of shares authorized, related projects, fund raising goals, progressing schedule, possible benefits, and capital increase base date will be authorized to the Board of Directors for further planning. Other conditions, if there shall be changes resulting from operational or environmental concerns, will also be delegated to the Board of Directors for authorization.

36

• (7) The Board of Directors is authorized to handle all matters which are not addressed herein, in accordance with the applicable laws and regulations.

• Principles for the authorization of the Board of Directors to issue domestic and foreign convertible corporate bonds:

• (1) Estimated number of shares for conversion: Up to the limit of the number of shares that can be converted as listed in the Company's change registration list at the time of issuance.

• (2) Timing of issuance: It depends on the Company's capital needs and market conditions.

• (3) Interest rate of issuance: In accordance with the fund market interest rate at the time of issuance and strive to be rationalized as a principle.

• (4) Issuance period: To be determined based on the Company's capital needs.

• (5) Issuance conditions: Negotiated with the lead underwriter and stipulated in accordance with the provisions and other relevant regulations.

• (6) The funds raised from the issuance of domestic and foreign convertible corporate bonds are expected to be used for one or more purposes such as enriching working capital, repaying bank loans, or reinvesting, and are expected to be implemented within two years after the completion of the fundraising. The implementation of the plan is expected to strengthen the position of the industry, enhance long-term competitiveness, improve the financial structure, save interest expenses and other benefits, which will also benefit shareholders' equity.

• (7) The Board of Directors shall be authorized to formulate relevant matters such as the issuance method of the convertible corporate bonds, the amount to be raised, the planned projects, the scheduled progress, and the expected benefits.

• (8) The Board of Directors is authorized to handle all matters

37

which are not addressed herein, in accordance with the applicable laws and regulations.

Resolution:

38

Extempore Motions

Adjournment

39

Attachment 1

Business Report

Introduction

Affected by COVID-19 in 2021, people's panic emotions increased, and the housing market was temporarily severely impacted in the first half year. However, with the pandemic eased in the second half of the year, people's confidence returned to the market, coupled with the historically low interest rate, the transfer of capital from the stock market to the property market, and Taiwanese businesses returned from China to Taiwan, the housing market recorded a steady upward trend, and the real estate prices in many regions reached a record high. Therefore, in order to curb real estate speculation, the government implemented House and Land Transactions Income Tax 2.0 and Actual Price Registration of Real Estate 2.0 in July 2021. The Central Bank also took three steps of measures to reduce real estate speculation in 2021. However, the rigid demand from self-occupiers in the market is still strong, coupled with the impact of rising land acquisition costs, lack of labor, and soaring prices of raw materials such as steel bars and cement, house prices and housing transaction volumes in 2021 remain high. According to statistics from the Ministry of the Interior, the number of registered buildings for sale and transfer in 2021 reached 348,000, setting a new record in the past eight years.

Operating Performance

The consolidated operating income in 2021 is NT$6,990,216 thousand, mainly from the sale of residential housing cases such as "Tucheng SunMoon Light", "Hung Ching Lustrous" in Xinzhuang, "Emperor Court" on Yanping South Road, and "Liyuan" in Xizhi, and the K25 plant office building in Kaohsiung, etc., accounted for 95% of the total operating income. Other income from real estate leasing and labor services accounted for 5% of operating income. After deducting NT$4,645,413 thousand for construction and leasing costs, the operating gross profit is NT$2,344,803 thousand. In addition, operating expenses are NT$592,850 thousand, plus the net non-

40

operating profit of NT$38,721 thousand, and deducting the income tax expenses of NT$186,655 thousand, the consolidated net profit is NT$1,604,019 thousand. The Company's individual after-tax net profit is NT$1,619,178 thousand, and the earnings per share is NT$6.19.

2022 Operating Plan

"For the 2022 operating plan, in addition to the sale of residential projects of "Emperor Court" on Yanping South Road, the projects under construction continue. The construction of residential building in the Mingde section of Tucheng is expected to be completed in the fourth quarter of 2022 and to be sold in the first quarter of 2023; the Kaohsiung K13 factory building with a floor area of approximately 108,760.49 square meters commenced construction in October 2020 and is expected to be completed in the second quarter of 2024; the Kaohsiung K27 factory building with a floor area of approximately 29,090.95 square meters commenced construction in October 2021 and is expected to be completed in the fourth quarter of 2022; the ASE Zhongli Plant II with a gross floor area of approximately 63,801.75 square meters, which is expected to commence construction in July 2022 and be completed in the fourth quarter of 2024. The Zhubei joint construction project is planned as 7 major areas, the soil and water conservation project is expected to be completed in the second quarter of 2022, and is expected to apply for the license for construction of section A in the fourth quarter.

Future Operating Outlook

Looking forward to 2022, there will be several changes in the market. First of all, the war between Russia and Ukraine has not stopped, and the global stock market has plummeted. Under the embargo on Russian oil in Europe and the United States and sanctions against Russia by many countries, costs of bulk raw materials have risen, which has caused the economy shrouded in the shadow of inflation even worse. In addition, the United States may enter a cycle of raising interest rates, and Taiwan may follow suit, the low-interest environment may turn a corner. However, with the return of Taiwanese business's capital, the semiconductor factories continuing to

41

expand investments, inflation, and rising land and construction costs, real estate is still the best value preservation target compared to other financial products. It is estimated that this year (2021) with the low interest rates and the rigid buyers' needs supporting the housing market, housing prices and transactions performance will remain stable.

In the next few years, the Company will focus on the development of factory buildings for the needs of the affiliated enterprises and the joint construction project in Zhubei. The purchased land in the 7th and 14th Redevelopment Zone in Taichung is also under planning. Regarding the urban planning land in Puqian Section of Banqiaopu District, New Taipei City, once the Ministry of the Interior has approved the review, the land allocated for construction will be planned and developed as soon as possible. In addition, the Company is still actively looking for land inventories in good locations for future business development.

Thank you again for your support and advice over the year, and wish you good health and all the best!

Chairman

Managerial Officer

Accounting Supervisor

42

Attachment 2

Audit Committee Review Report

The Board of Directors has prepared the Company's 2021 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by Deloitte & Touche, Taiwan, by whom an audit report has been issued accordingly. The Business Report, Financial Statements and the Earnings Distribution Proposal have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Hung Ching Development & Construction Co., Ltd.

Convener of the Audit Committee:

March 28, 2022

43

Attachment 3

Independent Auditors' Report

To: The Board of Directors and Shareholders Hung Ching Development & Construction Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of the Hung Ching Development & Construction Co., Ltd. and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to 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, 2021 and 2020, 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 the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's consolidated financial statements for the year ended December 31, 2021. 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.

44

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2021 are stated as follows:

• Sales Revenue of Building and Land Related Party Transactions

For the year ended December 21, 2021, revenue from sale of real estate was NT$6,662,600 thousand, representing 95% of the total operating revenue and being material in the consolidated financial statements, and it is one of the major revenue sources of the Group. Although the customers of the real estate sold are unspecified, the transaction amounted to NT$2,362,000 thousand for the sale of the E building factory in Kaohsiung Industrial Park II to an investor with significant influence. Considering that the transactions with related parties are more controllable and the reasonableness of the terms of the related party transactions and their commercial substance shall have a significant impact on the presentation of these transactions in the consolidated financial statements. Therefore, it has been deemed as one of key audit matters by us to determine whether or not the recognition of revenue from sale of real estate has met the requirements of revenue recognition. Please refer to Notes 4, 21 and 27 of the consolidated financial statements.

The main audit procedures performed on the specific levels in respect of the abovementioned key audit matter for the audit of the year are as follows:

• 1 We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.

• 2 We obtain sales contracts from related parties to understand the purpose, price and payment terms of the transactions and to evaluate whether the transactions are commercially reasonable and the basis for pricing.

• 3 Issuance of letters of inquiry regarding related party sales transactions.

Other Matters

We have also audited the parent company only financial statements of Hung Ching Construction Development Co., Ltd. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion

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

The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers "and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect 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.

45

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 members of 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 financial statements.

As part of an audit in accordance with the 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 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 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

46

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.

• 6 Obtain sufficient 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 opinion to the Group.

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 Group's consolidated financial statements for the year ended December 31, 2021 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.

Deloitte & Touche Certified Public Accountant Shiuh-Ran Cheng

Certified Public Accountant Wang-Sheng Lin

Financial Supervisory Commission Approval Document No.: Financial-Supervisory-SecuritiesAuditing-1010028123

Financial Supervisory Commission Approval Document No.: Financial-Supervisory-SecuritiesAuditing-1060023872

March 28, 2022

47

Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020

	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020	Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020
Code 1100 1110 1150 1172 1180 1200 130X 1429 1479 1480 11XX 1517 1600 1755 1760 1780 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2150 2170 2180 2219 2230 2280 2322 2399 21XX 2540 2580 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX	Unit: In Thousands of New Taiwan Dollars December31,2021 December31,2020 ASSETS Amount % Amount % Current assets Cash and cash equivalents (Note 6) $ 392,789 2 $ 573,529 4 Financial assets at fair value through profit or loss (Note 7) 17,161 - 17,111 - Note receivables (Notes 8 and 21) 3,494 - 3,760 - Trade receivables, net (Notes 8 and 21) 21,886 - 14,629 - Trade receivables from related party (Notes 8, 21 and 27) 5,279 - 11,606 - Trade receivables (Notes 8) 1,130 - 915 - Inventories, net (Notes 9 and 28) 7,796,545 44 8,077,436 47 Prepayments (Note 15) 34,470 - 305,218 2 Other current assets (Note 15) 361 - 3,680 - Incremental costs of obtaining a contract 7,153 - - - Total current assets 8,280,268 46 9,007,884 53 Non-current assets Financial assets at fair value through other comprehensive income - non-current, net (Notes 10 and 28) 4,699,925 26 3,587,830 21 Property, plant and equipment, net (Notes 12, 22 and 28) 1,251,471 7 726,370 4 Right-of-use assets (Notes 13 and 22) 11,909 - 15,085 - Investment properties, net (Notes 14, 22 and 28) 3,412,823 19 3,463,063 20 Intangible assets (Note 22) 392 - - - Deferred tax assets (Note 23) 62,001 - 62,438 1 Long-term notes receivable (Notes 8 and 21) 851 - 2,960 - Other non-current assets (Notes 15, 19 and 22) 255,084 2 192,252 1 Total non-current assets 9,694,456 54 8,049,998 47 TOTAL ASSETS $17,974,724 100 $17,057,882 100 LIABILITIESAND EQUITY Current liabilities Short-term borrowings (Notes 16 and 28) $ 1,827,000 10 $ 2,813,000 16 Short-term bills payable, net (Notes 16, 27 and 28) 2,356,803 13 1,839,777 11 Contract liabilities (Note 21) 122,109 1 419,889 2 Notes payable 114 - 8,791 - Trade payables (Note 17) 635,780 4 784,879 5 Trade payables to related parties (Note 27) - - 250 - Other payables 203,756 1 297,813 2 Current tax liabilities 89,777 1 22,249 - Lease liabilities (Note 13) 3,274 - 2,972 - Long-term borrowings - current portion (Notes 16 and 28) 206,744 1 495,085 3 Other current liabilities (Note 18) 16,426 - 11,320 - Total current liabilities 5,461,783 31 6,696,025 39 NON-CURRENT LIABILITIES Long-term borrowings, net (Notes 16 and 28) 1,825,004 10 2,018,173 12 Lease liabilities (Note 13) 9,409 - 12,805 - Guarantee deposits received (Note 15) 25,578 - 26,977 - Total non-current liabilities 1,859,991 10 2,057,955 12 Total liabilities 7,321,774 41 8,753,980 51 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20) Share capital 2,703,060 15 2,703,060 16 Capital Surplus 324,528 2 312,561 2 Retained earnings Legal reserve 828,158 5 789,043 5 Special reserve 347,554 2 318,492 2 Unappropriated earnings 2,872,626 16 1,700,053 10 Total retained earnings 4,048,338 23 2,807,588 17 Other equity 3,686,626 20 2,575,136 15 Treasury shares ( 455,812) ( 3 ) ( 455,812) ( 3 ) Total equity attributable to owners of the Company 10,306,740 57 7,942,533 47 NON-CONTROLLING INTERESTS 346,210 2 361,369 2 Total equity 10,652,950 59 8,303,902 49 Total equity and liabilities $17,974,724 100 $17,057,882 100 The accompanyingnotes are an integralpart of the consolidated financial statements.
						Amount $ 573,529 17,111 3,760 14,629 11,606 915 8,077,436 305,218 3,680 - 9,007,884 3,587,830 726,370 15,085 3,463,063 - 62,438 2,960 192,252 8,049,998 $17,057,882 $ 2,813,000 1,839,777 419,889 8,791 784,879 250 297,813 22,249 2,972 495,085 11,320 6,696,025 2,018,173 12,805 26,977 2,057,955 8,753,980 2,703,060 312,561 789,043 318,492 1,700,053 2,807,588 2,575,136 ( 455,812) 7,942,533 361,369 8,303,902 $17,057,882		%
								4 - - - - - 47 2 - -
								53
								21 4 - 20 - 1 - 1
								47
								100
								16 11 2 - 5 - 2 - - 3 -
								39
								12 - -
								12
								51
								16
								2
								5 2 10
								17
								15
								( 3 )
								47 2
								49
								100
	Chairman:	Wen-Hsiang Chien	Manager:	Chia-Pei Chou	Accounting Supervisor:		Fang-Ying Chen

48

Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

Unit: In Thousands of New Taiwan Dollars, Except Earnings Per Share in Dollars

Code OPERATING REVENUE (Notes 21 and 27) 4100 Sales Revenue of Building and Land 4300 Rental revenue 4520 Construction revenue 4600 Service revenue 4800 Other operating revenue 4000 Total operating revenue OPERATING COSTS (Notes 9 and 22) 5110 Cost of building and land for sale 5300 Rental costs 5600 Service costs 5800 Other operating costs 5000 Total operating costs 5900 Gross operating profit OPERATING EXPENSES (Note 22) 6100 Selling and marketing expenses 6200 General and administrative expenses 6000 Total operating expenses 6900 Net Operating Income NON-OPERATING INCOME AND EXPENSES 7010 Other income (Note 22) 7020 Other gains and losses (note 22) 7050 Finance costs (Note 22) 7000 Total non-operating income and expenses 7900 Income before income tax (Continued on the next page)	2021	% 95 2 - 2 1 100 63 1 1 1 66 34 4 5 9 25 3 ( 1 ) ( 1) 1 26	2020
	Amount $ 6,662,600 152,233 - 120,693 54,690 6,990,216 4,408,795 115,285 60,547 60,786 4,645,413 2,344,803 252,154 340,696 592,850 1,751,953 204,108 ( 76,151 ) ( 89,236 ) 38,721 1,790,674		Amount $ 3,164,448 144,612 621 110,638 51,611 3,471,930 2,149,246 116,358 71,495 57,449 2,394,548 1,077,382 251,556 305,052 556,608 520,774 99,762 4,591 ( 115,891) ( 11,538 ) 509,236	%
				91 4 - 3 2
				100
				62 3 2 2
				69
				31
				7 9
				16
				15
				3 - ( 3 )
				-
				15

49

(Continued from the previous page)

(Continued from the previous page)
Code 7950 Income tax expense (Note 23) 8200 NET PROFIT FOR THE YEAR Other Comprehensive Income/(Loss) 8310 Items that will not be reclassified subsequently to profit or loss: 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8399 Income tax related to items that will be reclassified (Note 23) 8300 Other comprehensive income/(loss) for the year, net of income tax 8500 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR NET PROFIT/(LOSS) ATTRIBUTABLE TO 8610 Owners of the Company 8620 NON-CONTROLLING INTERESTS 8600 TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO: 8710 Owners of the Company 8720 NON-CONTROLLING INTERESTS 8700 EARNINGS PER SHARE (Note 24) 9710 Basic 9810 Diluted	2021	% 3 23 16 - - 16 39 23 - 23 39 - 39	2020
	Amount $ 186,655 1,604,019 1,112,095 ( 756 ) 151 1,111,490 $ 2,715,509 $ 1,619,178 ( 15,159 ) $ 1,604,019 $ 2,730,668 ( 15,159 ) $ 2,715,509 $ 6.19 $ 6.15		Amount $ 135,500 373,736 ( 80,023 ) 1,736 ( 347 ) ( 78,634 ) $ 295,102 $ 391,153 ( 17,417 ) $ 373,736 $ 312,519 ( 17,417 ) $ 295,102 $ 1.49 $ 1.49	%
				4
				11
				( 3 ) - -
				( 3 )
				8 11 -
				11
				9 ( 1 )
				8

EARNINGS PER SHARE (Note 24) 9710 Basic $ 6.19 $ 1.49 9810 Diluted $ 6.15 $ 1.49	EARNINGS PER SHARE (Note 24) 9710 Basic $ 6.19 $ 1.49 9810 Diluted $ 6.15 $ 1.49	EARNINGS PER SHARE (Note 24) 9710 Basic $ 6.19 $ 1.49 9810 Diluted $ 6.15 $ 1.49
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Wen-Hsiang Chien	Manager: Chia-Pei Chou	Accounting Supervisor: Fang-Ying Chen

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Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2021 and 2020

Unit: In Thousands of New Taiwan Dollars

Code A1 Balance as of January 1, 2020 Appropriation and distribution of retained earnings for the year ended December 31, 2019 B1 Legal reserve B3 Reversal of special capital reserve B5 Cash Dividend to Shareholders D1 Net profit for 2020 D3 Other comprehensive income (loss) (net of tax) for 2020 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2020 Appropriation and distribution of retained earnings for the year ended December 31, 2020 B1 Legal reserve B17 Special reserve B5 Cash Dividend to Shareholders D1 Net profit for 2021 D3 Other comprehensive income (loss) (net of tax) for 2021 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2021			EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY	EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY	EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY	EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY		Total $ 8,101,179 - - ( 486,551 ) 391,153 ( 78,634 ) 15,386 7,942,533 - - ( 378,428 ) 1,619,178 1,111,490 11,967 $ 10,306,740	NON- CONTROLLI NG INTERESTS $ 378,786 - - - ( 17,417 ) - - 361,369 - - - ( 15,159 ) - - $ 346,210	Total equity
	Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - 270,306 $ 2,703,060	Capital Surplus $ 297,175 - - - - - 15,386 312,561 - - - - - 11,967 $ 324,528	Retained earnings		Unappropriated earnings $ 1,867,950 ( 74,209 ) 1,710 ( 486,551 ) 391,153 - - 1,700,053 ( 39,115 ) ( 29,062 ) ( 378,428 ) 1,619,178 - - $ 2,872,626	Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income ( $ 6,642 ) $ 2,660,412 - - - - - - - - 1,389 ( 80,023 ) - - ( 5,253 ) 2,580,389 - - - - - - - - ( 605 ) 1,112,095 - - ( $ 5,858 ) $ 3,692,484	Treasury shares ( $ 455,812 ) - - - - - - ( 455,812 ) - - - - - - ( $ 455,812 )
						Exchange differences on translating the financial statements of foreign operations ( $ 6,642 ) - - - - 1,389 - ( 5,253 ) - - - - ( 605 ) - ( $ 5,858 )
	Number of Shares (In Thousand Shares) 270,306 - - - - - - 270,306 - - - - - - 270,306		Legal reserve $ 714,834 74,209 - - - - - 789,043 39,115 - - - - - $ 828,158	Special reserve $ 320,202 - ( 1,710 ) - - - - 318,492 - 29,062 - - - - $ 347,554
										$ 8,479,965 - - ( 486,551 ) 373,736 ( 78,634 ) 15,386
										8,303,902 - - ( 378,428 ) 1,604,019 1,111,490 11,967
										$ 10,652,950

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

Chairman: Wen-Hsiang Chien

Manager: Chia-Pei Chou Accounting Supervisor: Fang-Ying Chen

51

Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020

Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Profit before income tax for the year A20010 Adjustments for: A20100 Depreciation expenses A20300 Expected credit loss A29900 Amortization of long-term prepayments A22500 Gain (Loss) on disposal and scrap of property, plant and equipment A22700 Gain on disposal of investment properties A23200 Gain on disposal of investments accounted for using equity method A23700 Gain on reduce inventory to market (Gain from price recovery of inventory) A20400 Gain (Loss) on financial assets and liabilities at fair value through profit or loss, net A20900 Finance costs A21200 Interest income A21300 Dividend income A30000 Changes in operating assets and liabilities, net A31110 Financial assets at FVTPL A31125 Contract assets A31130 Notes receivable A31150 Trade receivables A31160 Trade receivables from related parties A31180 Other receivables A31200 Inventories A31230 Prepayments A31270 Incremental costs of obtaining a contract A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 trade payables A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities

Unit: In Thousands of New Taiwan Dollars 2021 2020 $ 1,790,674 $ 509,236 141,043 139,342 ( 12,075 ) - 6,718 6,628 - 27 - ( 6,748 ) ( 713 ) - ( 198,911 ) ( 258,348 ) ( 50 ) ( 226 ) 89,236 115,891 ( 1,152 ) ( 1,129 ) ( 184,974 ) ( 88,175 ) - 209 - 3,198 2,375 2,275 ( 7,257 ) 21,297 6,327 115 11,860 ( 363 ) 440,304 1,167,411 102,470 78,881 ( 7,153 ) - 3,319 ( 1,360 ) ( 297,780 ) 308,457 ( 8,677 ) 8,787 ( 158,216 ) ( 131,031 ) ( 250 ) 250 ( 92,605 ) ( 19,772 ) 5,106 ( 9,537)

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Code 2021 2020 A33000 Cash generated from operations $ 1,629,619 $ 1,845,315 A33300 Interest paid ( 101,064 ) ( 133,244 ) A33500 Income tax paid ( 118,539 ) ( 238,699 ) AAAA Net cash generated from operating activities 1,410,016 1,473,372 CASH FLOWS FROM INVESTING ACTIVITIES B00030 Capital reduction and return of shares payment of financial assets at fair value through other comprehensive income - 8,738 B01900 Acquisition of long-term investment in shares accounted for using the equity method 713 - B02700 Acquisition of property, plant and equipment ( 377,222 ) ( 3,651 ) B02800 Proceeds from disposal of property, plant and equipment - 18 B03700 Decrease (Increase) in refundable deposits ( 77,341 ) 19,954 B04500 Acquisition of intangible assets ( 428 ) - B05400 Acquisition of investment properties ( 8,300 ) ( 7,219 ) B05500 Sales of investment properties - 17,981 B06700 Decrease (Increase) in other non-current assets 7,827 ( 7,344 ) B07500 Interest received 1,152 1,129 B07600 Other dividends received 184,974 88,175 BBBB Net cash flows generated from (used in) investing activities ( 268,625 ) 117,781 CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase (Decrease) in short-term borrowings ( 986,000 ) 274,000 C00500 Increase (Decrease) in short-term bills payable 517,026 ( 757,351 ) C01600 Repayments of long-term borrowings ( 481,510 ) ( 332,890 ) C04020 Repayment for principal of lease liabilities ( 3,094 ) ( 3,240 ) C03000 Increase (Decrease) in guarantee deposits received ( 1,399 ) 1,353 C04500 Distribution of Cash Dividend ( 366,461 ) ( 471,165 ) CCCC Net cash used in financing activities( 1,321,438 ) ( 1,289,293 ) DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES ( 693 ) 1,604 EEEE Increase (decrease) in Cash and Cash Equivalents for the year ( 180,740 ) 303,464 E00100 Cash and cash equivalents, beginning of year 573,529 270,065 E00200 Cash and cash equivalents, end of year $ 392,789 $ 573,529 The accompanyingnotes are an integralpart of the consolidated financial statements.			2020
			$ 1,845,315 ( 133,244 ) ( 238,699 )
			1,473,372
			8,738 - ( 3,651 ) 18 19,954 - ( 7,219 ) 17,981 ( 7,344 ) 1,129 88,175
			117,781
			274,000 ( 757,351 ) ( 332,890 ) ( 3,240 ) 1,353 ( 471,165 )
			( 1,289,293 )
			1,604
			303,464 270,065
			$ 573,529
Chairman: Wen-Hsiang Chien	Manager: Chia-Pei Chou	Accounting Supervisor: Fang-Ying Chen

53

Independent Auditors' Report

To: The Board of Directors and Shareholders Hung Ching Development & Construction Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of the Hung Ching Development & Construction Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies. In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company's parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in

54

forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2021 are stated as follows:

• Sales Revenue of Building and Land Related Party Transactions

For the year ended December 21, 2021, revenue from sale of real estate was NT$6,662,600 thousand, representing 95% of the total operating revenue and being material in the parent company only financial statements, and it is one of the major revenue sources of the parent company. Although the customers of the real estate sold are unspecified, the transaction amounted to NT$2,362,000 thousand for the sale of the E building factory in Kaohsiung Industrial Park II to an investor with significant influence. Considering that the transactions with related parties are more controllable and the reasonableness of the terms of the related party transactions and their commercial substance shall have a significant impact on the presentation of these transactions in the consolidated financial statements. Therefore, it has been deemed as one of key audit matters by us to determine whether or not the recognition of revenue from sale of real estate has met the requirements of revenue recognition. Please refer to Notes 4, 19 and 25 of the consolidated financial statements.

The main audit procedures performed on the specific levels in respect of the abovementioned key audit matter for the audit of the year are as follows:

1. We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.

2. We obtained sales contracts from related parties to understand the purpose, price and payment terms of the transactions and to evaluate whether the transactions are commercially reasonable and the basis for pricing.

3. Issuance of letters of inquiry regarding related party sales transactions.

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

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

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

55

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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 the 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 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 parent 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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 parent company only financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

56

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

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 parent company only financial statements for the year ended December 31, 2021 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.

Deloitte & Touche Certified Public Accountant Shiuh-Ran Cheng

Certified Public Accountant Wang-Sheng Lin

Financial Supervisory Commission Approval Document No.: Financial-Supervisory-SecuritiesAuditing-1010028123

Financial Supervisory Commission Approval Document No.: Financial-Supervisory-SecuritiesAuditing-1060023872

March 28, 2022

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Hung Ching Development & Construction Co., Ltd. Parent Company Only Balance Sheets December 31, 2021 and 2020

Code 1100 1150 1172 1180 1200 130X 1429 1480 1479 11XX 1517 1550 1600 1760 1780 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2150 2170 2180 2219 2230 2320 2399 21XX 2540 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX	ASSETS Current assets Cash and cash equivalents (Note 6) Notes receivable (Notes 7 and 19) Trade receivables, net (Notes 7 and 19) Trade receivables from related parties (Notes 7, 19 and 25) Other receivables (Notes 7) Inventories, net (Notes 5, 8, 25 and 26) Prepayments (Note 13) Incremental costs of obtaining a contract Other current assets (Note 13) Total current assets Non-current assets Financial assets at fair value through other comprehensive income - non-current, net (Notes 9 and 26) Investments accounted for using equity method (Note 10) Property, plant and equipment, net (Note 11, 20 and 26) Investment properties, net (Notes 12, 20 and 26) Intangible assets (Note 20) Deferred tax assets (Notes 21) Long-term notes receivable (Notes 7 and 19) Other non-current assets (Notes 13 and 20) Total non-current assets TOTAL ASSETS LIABILITIES AND EQUITY Current liabilities Short-term borrowings (Notes 14 and 26) Short-term bills payable, net (Notes 14, 25 and 26) Contract liabilities (Notes 19) Notes payable Trade payables (Notes 15) Trade payables to related parties (Notes 25) Other payables Current tax liabilities Long-term borrowings - current portion (Notes 14 and 26) Other current liabilities (Notes 16) Total current liabilities Non-current liabilities Long-term borrowings, net (Notes 14 and 26) Guarantee deposits received (Note 12) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 18) Share capital Capital Surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity Total equity and liabilities	Unit: December 31, 2021 Amount % $ 237,351 1 2,299 - 9,432 - 1,400 - 911 - 7,337,858 42 22,382 - 7,153 - 330 - 7,619,116 43 4,699,925 27 1,461,493 8 577,043 3 2,939,862 17 392 - 61,860 - 851 - 253,285 2 9,994,711 57 $ 17,613,827 100 $ 1,577,000 9 2,356,803 13 109,170 1 - - 55,893 - 896,251 5 177,743 1 70,734 1 206,744 1 15,288 - 5,465,626 31 1,825,004 10 16,457 - 1,841,461 10 7,307,087 41 2,703,060 15 324,528 2 828,158 5 347,554 2 2,872,626 16 4,048,338 23 3,686,626 21 ( 455,812 ) ( 2 ) 10,306,740 59 $ 17,613,827 100	In Thousands of New Taiwan Dollars December 31, 2020	In Thousands of New Taiwan Dollars December 31, 2020
		Amount $ 237,351 2,299 9,432 1,400 911 7,337,858 22,382 7,153 330 7,619,116 4,699,925 1,461,493 577,043 2,939,862 392 61,860 851 253,285 9,994,711 $ 17,613,827 $ 1,577,000 2,356,803 109,170 - 55,893 896,251 177,743 70,734 206,744 15,288 5,465,626 1,825,004 16,457 1,841,461 7,307,087 2,703,060 324,528 828,158 347,554 2,872,626 4,048,338 3,686,626 ( 455,812 ) 10,306,740 $ 17,613,827	Amount $ 438,522 3,158 13,344 1,922 619 7,720,844 292,909 - 3,647 8,474,965 3,587,830 1,295,343 35,057 2,972,066 - 62,326 2,960 180,734 8,136,316 $ 16,611,281 $ 2,562,000 1,839,777 413,174 8,791 63,142 962,743 268,966 9,152 495,085 10,177 6,633,007 2,018,173 17,568 2,035,741 8,668,748 2,703,060 312,561 789,043 318,492 1,700,053 2,807,588 2,575,136 ( 455,812 ) 7,942,533 $ 16,611,281	%
				3 - - - - 46 2 - -
				51
				22 8 - 18 - - - 1
				49
				100
				15 11 3 - - 6 2 - 3 -
				40
				12 -
				12
				52
				16
				2
				5 2 10
				17
				16
				( 3 )
				48
				100

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

Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Fang-Ying Chen Supervisor:

58

Hung Ching Development & Construction Co., Ltd. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2021 and 2020

Unit: In Thousands of New Taiwan Dollars, Except Earnings Per Share in Dollars

Code OPERATING REVENUE (Notes 19 and 25) 4100 Sales Revenue of Building and Land 4300 Rental revenue 4800 Other operating revenue 4000 Total operating revenue OPERATING COSTS (Notes 20) 5110 Costs of building and land for sale (Note 8) 5300 Rental costs 5800 Other operating costs 5000 Total operating costs 5900 Gross operating profit OPERATING EXPENSES (Notes 20 and 25) 6100 Selling and marketing expenses 6200 General and administrative expenses 6000 Total operating expenses 6900 Net Operating Income Non‑operating income and expenses 7010 Other income (Notes 20) 7020 Other gains and losses (Notes 20) 7050 Finance costs (Notes 20) 7060 Share of loss (profit) of associates accounted for under equity method 7000 Total non-operating income and expenses	2021	% 98 2 - 100 69 2 - 71 29 4 3 7 22 3 ( 1 ) ( 1 ) 3 4	2020
	Amount $ 6,662,600 107,504 34,057 6,804,161 4,665,641 108,217 36,737 4,810,595 1,993,566 252,182 204,594 456,776 1,536,790 199,913 ( 76,055 ) ( 85,117 ) 208,939 247,680		Amount $ 3,164,448 102,004 34,083 3,300,535 2,217,439 109,093 34,066 2,360,598 939,937 251,566 176,087 427,653 512,284 95,101 4,737 ( 111,483 ) 10,339 ( 1,306 )	%
				96 3 1
				100
				67 3 1
				71
				29
				8 5
				13
				16
				3 - ( 3 ) -
				-

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59

(Continued from the previous page)

Code 7900 Income before income tax 7950 Income tax expense (Note 21) 8200 NET PROFIT FOR THE YEAR Other Comprehensive Income/(Loss) 8310 Items that will not be reclassified subsequently to profit or loss: 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8399 Income tax related to items that will be reclassified (Note 21) 8300 Other comprehensive income/(loss) for the year, net of income tax 8500 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR EARNINGS PER SHARE (Note 22) 9710 Basic 9810 Diluted	2021	% 26 2 24 16 - - 16 40	2020
	Amount $ 1,784,470 165,292 1,619,178 1,112,095 ( 756 ) 151 1,111,490 $2,730,668 $ 6.19 $ 6.15		Amount $ 510,978 119,825 391,153 ( 80,023 ) 1,736 ( 347) ( 78,634) $ 312,519 $ 1.49 $ 1.49	%
				16 4
				12
				( 3 ) - -
				( 3)
				9

The accompanying notes are an integral part of the parent company only financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor: Fang-Ying Chen

60

Hung Ching Development & Construction Co., Ltd. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020

Unit: In Thousands of New Taiwan Dollars

C o d e A1 Balance as of January 1, 2020 Appropriation and distribution of retained earnings for the year ended December 31, 2019 B1 Legal reserve B3 Reversal of special capital reserve B5 Cash Dividend to Shareholders D1 Net profit for 2020 D3 Other comprehensive income (loss) (net of tax) for 2020 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2020 Appropriation and distribution of retained earnings for the year ended December 31, 2020 B1 Legal reserve B17 Special reserve B5 Cash Dividend to Shareholders D1 Net profit for 2021 D3 Other comprehensive income (loss) (net of tax) for 2021 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2021	Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - 270,306 $ 2,703,060	Capital Surplus $ 297,175 - - - - - 15,386 312,561 - - - - - 11,967 $ 324,528		Retained earnings	Unappropriated earnings $ 1,867,950 ( 74,209 ) 1,710 ( 486,551 ) 391,153 - - 1,700,053 ( 39,115 ) ( 29,062 ) ( 378,428 ) 1,619,178 - - $ 2,872,626	Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income ( $ 6,642 ) $ 2,660,412 - - - - - - - - 1,389 ( 80,023 ) - - ( 5,253 ) 2,580,389 - - - - - - - - ( 605 ) 1,112,095 - - ( $ 5,858 ) $ 3,692,484	Treasury shares ( $ 455,812 ) - - - - - - ( 455,812 ) - - - - - - ( $ 455,812 )	Total equity
						Exchange differences on translating the financial statements of foreign operations ( $ 6,642 ) - - - - 1,389 - ( 5,253 ) - - - - ( 605 ) - ( $ 5,858 )
	Number of Shares (In Thousand Shares) 270,306 - - - - - - 270,306 - - - - - - 270,306		Legal reserve $ 714,834 74,209 - - - - - 789,043 39,115 - - - - - $ 828,158	Special reserve $ 320,202 - ( 1,710 ) - - - - 318,492 - 29,062 - - - - $ 347,554
								$ 8,101,179 - - ( 486,551 ) 391,153 ( 78,634 ) 15,386
								7,942,533 - - ( 378,428 ) 1,619,178 1,111,490 11,967
								$ 10,306,740

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

Chairman: Wen-Hsiang Chien

Manager: Chia-Pei Chou

Accounting Supervisor: Fang-Ying Chen

61

Hung Ching Development & Construction Co., Ltd. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020

Unit: In Thousands of New Taiwan Dollars

Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Profit before income tax for the year A20010 Adjustments for: A20100 Depreciation expenses A20300 Expected credit loss A29900 Amortization of long-term prepayments A23200 Gain (Loss) on disposal and scrap of property, plant and equipmen A23700 Loss on reduce inventory to market (Gain from price recovery of inventory) A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of loss (profit) of associates accounted for under equity method A22500 Gain (Loss) on disposal of investment properties A30000 Changes in operating assets and liabilities, net A31130 Notes receivable A31150 Trade receivables A31160 Trade receivables from related parties A31180 Other receivables A31200 Inventories A31230 Prepayments A31270 Incremental costs of obtaining a contract A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Trade payables A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities	2021 $ 1,784,470 101,406 ( 12,075 ) 5,165 ( 713 ) ( 198,911 ) 85,117 ( 94 ) ( 184,974 ) ( 208,939 ) - 2,968 3,912 522 11,783 762,960 102,249 ( 7,153 ) 3,317 ( 304,004 ) ( 8,791 ) ( 16,366 ) ( 287,053 ) ( 89,771 ) 5,111 1,550,136 ( 96,945 ) ( 103,093 ) 1,350,098	2020
		$ 510,978 99,247 - 5,861 - ( 258,348 ) 111,483 ( 73 ) ( 88,175 ) ( 10,339 ) ( 6,748 ) 2,719 17,779 ( 360 ) ( 446 ) 1,383,635 77,195 - ( 1,659 ) 309,676 8,787 ( 9,045 ) ( 428,030 ) ( 19,361 ) ( 7,910 )
		1,696,866 ( 129,160 ) ( 211,759 )
		1,355,947

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(Continued from the previous page)

(Continued from the previous page)
Code CASH FLOWS FROM INVESTING ACTIVITIES B00030 Capital reduction and return of shares payment of financial assets at fair value through other comprehensive income B01900 Acquisition of long-term investment in shares accounted for using the equity method B02700 Acquisition of property, plant and equipment B04500 Acquisition of intangible assets B05400 Acquisition of investment properties B03700 Decrease (Increase) in refundable deposits B02800 Proceeds from disposal of investment properties B06700 Increase in other non-current assets B07500 Interest received B07600 Dividends received from subsidiaries B07600 Other dividends received BBBB Net cash flows generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase (Decrease) in short-term borrowings C00500 Increase (Decrease) in short-term bills payable C01600 Repayments of long-term borrowings C03000 Increase (Decrease) in guarantee deposits received C04500 Distribution of Cash Dividend CCCC Net cash used in financing activities EEEE Increase (decrease) in Cash and Cash Equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year	2021 $ - 713 ( 377,117 ) ( 428 ) ( 6,802 ) ( 77,382 ) - ( 298 ) 94 54,000 184,974 ( 222,246 ) ( 985,000 ) 517,026 ( 481,510 ) ( 1,111 ) ( 378,428 ) ( 1,329,023 ) ( 201,171 ) 438,522 $ 237,351	2020
		$ 8,738 - ( 224 ) - - 20,188 17,981 ( 6,364 ) 73 123,000 88,175
		251,567
		248,000 ( 757,351 ) ( 332,890 ) 1,123 ( 486,551 )
		( 1,327,669 )
		279,845 158,677
		$ 438,522

The accompanying notes are an integral part of the parent company only financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor: Fang-Ying Chen

63

Attachment 4

Hung Ching Development & Construction Co., Ltd. Articles of Incorporation

Chapter 1 General Principles

Article 1 The Company is organized in accordance with the Company Act and named as Hung Ching Development & Construction Co. Ltd.

Article 2 The business to be operated by the Company is as follows:

1. H701010 Housing and Building Development and Rental

2. H701020 Industrial Factory Development and Rental

3. H702010 Construction Manager

4. H703090 Real Estate Business

5. H703100 Real Estate Leasing

6. F111090 Wholesale of Building Materials

7. F120010 Wholesale of Refractory Materials

8. F301010 Department Stores

9. F301020 Supermarkets

10. F401010 International Trade

11. F501030 Beverage Shops

12. F501060 Restaurants

13. I503010 Landscape and Interior Designing

14. F399040 No Storefront Retail Sale

15. G202010 Parking area Operators

16. J403010 Motion Picture Projection

17. J701040 Recreational Activities Venue

18. J701120 Children's Playground

19. J801030 Athletics and Recreational Sports Stadium

20. JA01010 Automobile Repair

21. JA01990 Other Automobile Services

22. JE01010 Rental and Leasing Activities

23. JZ99030 Photographic Studios

24. JZ99080 Beauty and Hairdressing Services

25. JZ99090Festive Comprehensive Services

26. ZZ99999 In addition to the above-licensed businesses, the Company may operate any other businesses that are not prohibited or restricted by law, except for those that are subject to special approvals.

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Article 2-1 The total amount of the Company's reinvestment may not be restricted by 40% of the paid-in capital, and shall be an external guarantee. Article 3 The Company's head office is located in Taipei City. The Board of Directors may decide to set up branches at home and abroad, and the same applies when they are cancelled or relocated when necessary.

Article 4 The Company's announcement method shall be performed in accordance with Article 28 of the Company Act.

• Chapter 2 Shares

• Article 5 The total capital of the Company is set at NT$5,403,060,000, and it is divided into 54,306,000 shares, each with a denomination of NT$10, and will be issued in separately.

• Article 5-1 (Delete)

• Article 6 According to Article 162-2 of the ROC Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

• Article 7 The transfer, donation, loss of the Company's stocks, the establishment and cancellation of pledge rights, and other related stock affairs shall be performed in accordance with relevant laws and regulations and the regulations of the competent authority.

• Article 8 (Delete)

• Article 9 The rename and transfer of shares shall cease within 60 days before the regular shareholders' meeting, 30 days before the extraordinary general meeting, or within 5 days before the base date of the Company's decision to distribute dividends, bonuses, or other benefits.

• Chapter 3 Shareholders' Meeting Article 10 Shareholders' meeting shall be regular meeting and extraordinary meeting. The regular meeting of shareholders referred to in the preceding Paragraph shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown. The latter may be duly

65

==> picture [102 x 61] intentionally omitted <==

convened according to the laws whenever the Company deems necessary. The shareholders' meeting minutes may be produced and distributed in electronic form.

• Article 11 If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend it, and to exercise, on his/her behalf, all rights at the meeting, in accordance with Article 177 of the Company Act, and Article 25-1 of the Securities and Exchange Act.

• Article 12 Each share of the Company held by shareholders is entitled to one voting right, but where circumstances specified in Article 179 of the Company Act apply, it shall be non-voting shares.

• Article 13 Unless otherwise stipulated by the Company Act, the shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. In the Chairman's absence or unavailability, the Chairman shall designate a director to act as an agent. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place. The shareholders' meeting shall be convened by other convening persons other than the Board of Directors. In case of two or more conveners, one of them shall be elected from among themselves to chair the meeting.

• Article 14 Except as otherwise provided by applicable law, the shareholders' resolutions shall be adopted upon the approval of a majority of the voting shares present at the meeting, which is attended by holders of a majority of the total issued and outstanding shares of the Company.

• Article 15 The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder as an announcement within 20 days after the conclusion of the meeting. The attendance book of the shareholders and the power of attorney attending the shareholders must be retained within the Company for at least one year.

• Chapter 4 Board of Directors

• Article 16 The Company sets up 11~13 directors, including 3 independent directors and 8~10 non-independent directors for a term of three years. The shareholders' meeting will elect and appoint competent persons to act on the positions, and once re-elected, they can retake the positions.

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When the election of the Directors shall be handled in accordance with the provisions of Article 198 of the Company Act. During the election of Directors, Independent and NonIndependent Directors are elected at the same time, but the elected ones will be counted separately. Those who have won the votes representing more voting rights will serve as Independent and Non-Independent Directors respectively.

The Company shall establish an Audit Committee, which shall consist of all independent directors in accordance with Article 144 of the Securities and Exchange Act. The Audit Committee is responsible for the implementation of the functions and powers of the supervisor stipulated in the Company Act, the Securities and Exchange Act and other laws. The Audit Committee shall be composed of all independent directors. The exercise of its powers and related matters shall be separately determined by the Board of Directors in accordance with relevant laws and regulations.

Article 16-1 The Directors of the Company shall be elected from the nomination list prepared by the Company. Shareholders and the Board of Directors who hold more than 1% of the total issued shares of the Company may propose a list of candidates for directors, and after the Board of Directors examines that they meet the requirements for directors, they may submit them to the shareholders' meeting for selection; If the shareholders' meeting is convened by another convener, the convener shall review that the convener meets the requirements of director, and then request the shareholders' meeting for appointment. Director candidate nomination acceptance method, announcement, and other relevant matters shall be handled according to the Company Act, Securities and Exchange Act, and other relevant regulations.

Article 16-2 The remuneration of independent directors of the Company is set at NT$400,000 per person per year. However, if the term of office is less than one year, the actual number of days in office will be calculated on a pro-rata basis.

Article 17 The directors shall form the Board of Directors and elect from among themselves a Chairman of the Board of Directors by a majority in a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors conducts all companyrelated affairs according to law, Articles of Incorporation, resolution of Shareholders' meeting, and Board of Directors' meeting. The Chairman represents the Company externally.

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Article 18

• Unless otherwise provided by the Company Act, the Board of Directors shall be convened by the Chairman of the Board in accordance with the law. Except as otherwise stipulated in the Company Act, the resolutions of the Board of Directors shall be consented by more than half of the directors present in a board meeting attended by more than half of all the directors. If a director is unavailable to attend the Board of Directors' meeting in person for some reasons, he/she may issue a power of attorney to entrust another director to attend the meeting on his/her behalf, and the use of the power of attorney shall be handled in accordance with relevant laws and regulations. The resolutions of the Board meeting shall be recorded in the minutes. The meeting minutes shall be signed or sealed by the Chairman of the Board and be retained within the Company. If the directors have an interest in the matters at the meeting, they shall state at the board meeting the important contents of their interest.

• Article 19 If the Chairman of the Board is on leave or unable to exercise his powers and duties for any reason, his/her agent shall be appointed pursuant to Article 208 of the Company Act.

• Article 20 When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the industry standard and the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company's Procedure for Compensation Management. If the Company has profits, additional remuneration is distributed pursuant to Article 24.

• Chapter 5 Managers Article 21 The Company may have managerial officers. Appointment, discharge, and the remuneration of these managerial officers shall be in compliance with Article 29 of the Company Act.

Chapter 6 Accounting Article 22 The Company's Board of Directors shall prepare (1) business report, (2) financial statements, and (3) earnings distribution or deficit compensation proposal after the end of each fiscal year and forward them to the annual shareholders' meeting for approval after submitting them to the Audit Committee for approval 30 days

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prior to the annual shareholders' meeting.

Article 23

• The Company shall allocate 1%~7% of the profit of the fiscal year as employees' compensation if has profit in the year. The employees' compensation will be distributed in share or cash by the resolution of the Board of Directors. The employees of the subordinate company that meet certain conditions may be granted such compensation. The Board of Directors can determine by resolution to allocate no more than 3% of the above-mentioned profit as directors' compensation. The proposal of distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting.

• When there are accumulated losses, the Company shall offset the appropriate amounts before remuneration and then allocate the remuneration and compensation of the employee and directors in proportion to the preceding paragraph.

• Article 24 Any after-tax net income shall first be used to offset the accumulated losses if there is any, and then to appropriate 10% of the earnings as legal reserve until its amount reaches the actual paid-in capital. For the rest, the special surplus reserve shall be set aside or converted in accordance with the laws and regulations; if there is a balance and the accumulated undistributed surplus, the Board of Directors shall propose a surplus distribution plan and submit a resolution to the shareholders' meeting to distribute shareholder dividends.

• Chapter 7 Supplemental Provisions Article 25 The Company's current industrial development is in a mature period while the business development is still at a growth stage with investment plans and funding requests in the coming years. Therefore, in addition to the above-mentioned policies, the distribution of earnings in accordance with the provisions of Article 24 of the Articles of Incorporation shall be based on at least 20% by cash dividends and the remainder shall be distributed in the form of stock dividends as distribution of shareholders' dividends and bonuses for the year. However, if the Company obtains sufficient funds from external parties to meet its funding requests for the year, the proportion of cash dividends distributed above shall be increased to 40% on a discretionary basis.

As stated in the preceding paragraph, the Company may determine the most appropriate dividend policy and payment method

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	depending on the actual operation of the year and taking into account the capital budget planning for the subsequent year.
Article 26	Matters not specified in this Articles of Incorporation shall be governed by the Company Act.
Article 27	The Articles of Incorporation was formulated on November 20, 1986. The first amendment was made on July 8, 1987. The second amendment was made on August 15, 1987. The third amendment was made on December 10, 1988. The fourth amendment was made on June 10, 1989. The fifth amendment was made on June 25, 1989. The sixth amendment was made on January 15, 1990. The seventh amendment was made on June 18, 1990. The eighth amendment was made on June 28, 1991. The ninth amendment was made on February 21, 1992. The tenth amendment was made on July 13, 1993. The eleventh amendment was made on June 5, 1994. The twelfth amendment was made on May 5, 1995. The thirteenth amendment was made on April 29, 1996. The fourteenth amendment was made on June 25, 1997. The fifteenth amendment was made on April 29, 1998. The sixteenth amendment was made on April 29, 1998. The seventeenth amendment was made on June 15, 1999. The eighteenth amendment was made on June 30, 2000. The nineteenth amendment was made on June 11, 2002. The twentieth amendment was made on June 29, 2005. The twenty-first amendment was made on June 29, 2006. The twenty-second amendment was made on June 20, 2007. The twenty-third amendment was made on June 25, 2008. The twenty-fourth amendment was made on June 25, 2010. The twenty-fifth amendment was made on June 24, 2011. The twenty-sixth amendment was made on June 28, 2012. The twenty-seventh amendment was made on June 27, 2016. The twenty-eighth amendment was made on June 22, 2017. The twenty-ninth amendment was made on June 21, 2018. The thirtiethamendment wasmade onJune18,2020.

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Attachment 5

Hung Ching Development & Construction Co., Ltd.

Rules of Procedure for Shareholders' Meetings

• I. The shareholders' meeting of the Company shall be conducted in accordance with the Rules of Procedure of the Shareholders' Meetings (the "Rules").

• II. The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The number of attending shares is calculated based on the signature book or the attendance cards, shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. In addition, if the Company exercises voting rights in writing or electronically, the number of shares will be counted together.

• III. All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act or restricted by the relevant provisions of the Company Act where shares are not assigned voting rights. In the event that a shareholder is unable to attend the meeting, he/she may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf. 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.

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to We no later than 5 days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; except in the case where there is an explicit statement which comes later to revoke the previous written proxy.

After the power of attorney is delivered to the Company, the shareholder who intends to attend the shareholder meeting in person or exercise the voting rights

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by electronic means shall cancel the advice of proxy to the Company in writing two days before the shareholders' meeting. If the shareholder revokes the advice exceeding the time limit, the power of attorney which designates a proxy to attend the meeting and exercise the voting rights shall prevail.

• IV. The Company shall, in the notice of the shareholders' meeting, specify the time and place for shareholder registration, and other important matters. The shareholders' meeting shall be held in the city or county where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting. The registration time for accepting shareholders should be handled at least 30 minutes before the start of the meeting, and the registration place should be clearly marked and adequately qualified personnel should be sent to handle it, and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

• V. Unless otherwise provided by the Company Act, the shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. In the event that the Chairman is absent or unavailable as well, the Chairman shall, in advance, appoint a director to act in his place. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place.

For the aforementioned agent, his/her terms of office shall be more than 6 months and he/she shall be a director familiar with the finance and operation of the Company. The same requirements shall apply if the chair for the meeting is a director representative of a juristic person.

If the shareholders' meeting is convened by a person with the authority to convene other than the Board of Directors, such person shall act as the chair at that meeting. Where there are two or more such convening parties, they shall mutually select a chair from among themselves.

• VI. The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholders' meeting as observers.

Staff at the shareholders' meetings shall wear ID badges or arm badges.

• VII.The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials shall be retained for at least one year. However, in the event a lawsuit is filed regarding the

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Directors election under Article 189 of the Company Act, those ballots shall be archived until the conclusion of the lawsuit.

• VIII. The chair shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be approved in accordance with Paragraph 1 of Article 175 of the Company Act.

In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholders' meeting is adjourned, the chair may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.

• IX. The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.

The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.

The chair shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including extempore motions) unless duly resolved in the meeting.

After the adjournment of the meeting, shareholders shall not elect another chair to continue the meeting at the original site or in another place. In the event that the chair announces adjournment of the meeting against the Rules, however, with the approval of more than half of the voting rights of the present shareholders, one person will be elected as the Chairman to reconvene the meeting.

• X. During the process of the meeting, the chair may announce a recess at an appropriate time.

• XI. An attending shareholder shall issue and submit a floor note before speaking at

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the shareholders' meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chair may fix the order of speaking. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speech and those recorded on the slip, the contents of shareholder's speech shall prevail. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless permitted by the chair and such speaking shareholder; the chair shall stop any such violations.

• XII.Unless otherwise permitted by the chair, a shareholder may only speak, up to two times, on a single proposal, each time no more than five minutes in length. The chair may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.

• XIII. If a juristic person is entrusted to attend the shareholders' meeting, such juristic person may only appoint one person to be its representative at the meeting. In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholders' meeting, only one representative may speak for the same issue.

• XIV. After the speech is given by an attending shareholder, the chair may personally respond or designate relevant personnel to respond.

• XV.If the chair believes that the discussion for a proposal has reached a level where a vote may be called, the chair may make an announcement to end such discussion and call for a vote.

• XVI. The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chair, provided that the person(s) supervising the casting of the ballots shall be a shareholder. The recording procedure of issues of shareholders' meetings shall be processing publicly in shareholder meetings and the results including statistical weights shall be reported on the spot and shall be recorded into the minutes of the meeting. The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the list of elected directors and supervisors and the numbers of votes with which they were elected.

• XVII. Except as otherwise provided under the Company Act and/or the Company's Articles of Incorporation, a resolution shall be adopted with the approval of more than one-half of the votes of the shareholders present. If, in

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the course of the vote, no objections are made by the shareholders present after an inquiry by the chair is cast against a proposal, such proposal is deemed to be adopted with the same effect as if it had been adopted through a voting process.

• XVIII. In the event that an amendment or a substitute comes out of the same issue, the chair shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.

• XIX. The Chairman may direct patrol personnel (or security personnel) to assist in maintaining the order of the meeting. Such patrol personnel (or security personnel) shall wear arm badges marked "Patrol Personnel" while assisting in maintaining the order of the meeting.

• XX.Matters not specified in the Rules shall be governed by the Company Act, the Company's Articles of Incorporation, and any other relevant laws and regulations.

• XXI. These Rules and any amendments thereof shall be put into enforcement after being resolved at the shareholders' meeting.

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Attachment 6

Share Ownership of Directors

• I. According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all directors of the Company is 12,000,000 shares.

• II. As of the book closure date for this shareholders' meeting (April 29, 2022), the following are the shareholding status of individuals and the entirety of directors recorded in the Shareholders Register:

		April 29,2022	April 29,2022
Position	Name	Current Shareholding
		Number of Shares	%
Chairman	Wen-Hsiang Chien	27,782	0.010%
Director	~~Advanced Semiconductor~~ Engineering, Inc. Representative: Ching-Chou Su	68,629,782	25.390%
	~~Advanced Semiconductor~~ Engineering, Inc. Representative: Yuan-Yi Tseng
Director	Chia-Pei Chou	67,723	0.025%
Director	Tu-Tsun Wang	2,000	0.001%
Director	Fang-Ying Chen	20,000	0.007%
Director	Chien-Hua Yao	2,768	0.001%
Director	Ching-Hua Chen	4,176	0.002%
Independe nt Director	Wei-Li Tso	206	0.000%
Independe nt Director	Hung-Lung Hung	0	0.000%
Independe nt Director	Chun-Chin Tu	0	0.000%

Notes: As of the closing date of the shareholders' meeting, the total number of shares held by all directors of the Company is 68,754,437 shares, which complies with the provisions of Article 26 of the Securities Exchange Act.

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