Hung Ching - AGM Information 2023

Stock code: 2527

Hung Ching Development & Construction Co., Ltd. Annual Shareholders' Meeting 2023 Meeting Handbook

Time and Date: 10:00 am., Monday, June 26, 2023 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.

Meeting Procedure ...................................................................................... 1
Meeting Agenda .......................................................................................... 2
Report Items ................................................................................................ 3
Discussion Items ......................................................................................... 9
Election Items ........................................................................................... 32
Other Motions ........................................................................................... 35
Extempore Motions ................................................................................... 36
Adjournment ............................................................................................. 36
Attachments
I. Business Report ................................................................................. 37
II. Report from Audit Committee ........................................................... 40
III. Independent Auditors' Report and Financial Statements ................... 41
IV. Articles of Incorporation .................................................................... 62
V. Method of election of directors .......................................................... 70
VI. Rules of Procedure for Shareholders' Meetings ................................ 73
VII. Share Ownership of Directors ............................................................ 78

Hung Ching Development & Construction Co., Ltd. 2023 Annual Shareholders' Meeting Procedure

I. Call the Meeting to Order
II. Chair's Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Election Items
VII. Other Motions
VIII. Extempore Motions
IX. Adjournment

Hung Ching Development & Construction Co., Ltd.

2022 Shareholders' Meeting Agenda

I. Time and Date: 10:00 a.m., Monday, June 26, 2023
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
2022 Business Report
Audit Committee's review of the 2022 annual final accounting books and statements.
Report on 2022 employees' and directors' remuneration.
VI. Ratification Items
Acknowledgment of the 2022 business report and annual final accounting books and statements.
Acknowledgment of the 2022 Earnings Distribution.
VII. Discussion Items
Amendment to some provisions of the "Articles of Incorporation".
Amendments to parts of the articles of the "Endorsement Guarantee Operating Procedures".
Acquisition of shares in Luchu Development Corporation from Advanced Semiconductor Engineering, Inc., & ASE TEST, INC.
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, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time.
VIII. Election Items:
Re-election of Directors.
IX. Other motions:
Lifting of non-competition prohibitions on Directors and their representatives.
X. Extempore Motions
XI. Adjournment

Report Items

No 1

Proposal: For review and approval of 2022 Business Report. Explanation: Please refer to Page 37-39 of this Notice for the 2022 Business Report (Attachment 1).

Report Items

No 2

Proposal: For review and approval of Audit Committee's review of the 2022 annual final accounting books and statements. Explanation: For the 2022 Audit Committee's Review Report, please refer to Page 40 of this Handbook (Attachment 2).

Report Items

No 3

Proposal: For review and approval of Report on 2022 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.

The 2022 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$15,005,261 and directors' compensation of NT$7,502,631 in cash.
There is no difference between the above distribution amount and the estimated amount of recognized expenses in 2022

Ratification Items

Item 1 (Proposed by the Board of Directors)

Proposal: Acknowledgment of the 2022 business report and annual final accounting books and statements.

Explanation: The Board of Directors has prepared the Company's 2022 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by CPA, Shiuh-Ran Cheng and Jun-Hong Shi of Deloitte & Touche, by whom an audit report has been issued accordingly.

Attachments: I. Business Report (please refer to Pages 37-39 of the Handbook for Attachment 1).
II. Financial Statements (please refer to Pages 41-61 of the Handbook for Attachment 3).
III. Earnings Distribution Table (please refer to Page 8 of the Handbook).

Resolution:

Ratification Items

Item 2 (Proposed by the Board of Directors)

Proposal: Acknowledgment of the 2022 Earnings Distribution. Explanation: The Board of Directors has prepared the Company's 2022 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by CPA, Shiuh-Ran Cheng and Jun-Hong Shi of Deloitte & Touche, by whom an audit report has been issued accordingly.
Attachments: 1. The Company's earnings distribution in 2022 is proposed in accordance with the Company Act and the Articles of Incorporation of the Company.
The dividend to shareholders of NT$270,306,000 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$1 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.
The shareholders' ex-dividend date shall be determined by the Board of Directors after a resolution is made at the shareholders' meeting.

Attachments: Earnings Distribution Table (please refer to Page 8 of the Handbook).

Resolution:

Hung Ching Development & Construction Co., Ltd. Earnings Distribution Table 2022

2022
	Currency Unit: NT$
Undistributed retained earnings of the
previous year	2,002,361,031
Net income of the year	305,126,309
Withdraw 10% of the statutory surplus reserve	(30,512,631 )
Special capital reserve provided according to
the Act	(89,750,797)
Distributable retained
earnings of the year	2,187,223,912
Distribution items:
Shareholders' dividends -
Cash	(270,306,000)
Balance of retained earnings of the year	1,916,917,912

Note: Current profit shall first be distributed for the above profit distribution

Chairman

Managerial Officer

Accounting Supervisor

Discussion Items

Item 1 (Proposed by the Board of Directors)

Proposal: Discussion on the amendments to some provisions of the "Articles of Incorporation".

Explanation: 1. For the needs of the Company's operations, it is proposed to amend some provisions of the "Articles of Incorporation".
Please refer to Pages 10-12 of the Handbook for the Comparison Table.

Resolution:

Hung Ching Development & Construction Co., Ltd.

Comparison Table of the "Articles of Incorporation" before and after the Amendment

Amendments toprovisions	Amendments toprovisions	Amendments toprovisions	Currentprovisions
Article 16-2:			Article 16-2:
The remuneration of independent directors			The remuneration of independent directors
of the Company is set atNT$		~~6,400,000~~per	of the Company is set at NT$400,000 per
person per year. However, if		the term of	person per year. However, if the term of
office is less than one year, the actual			office is less than one year, the actual
number of days in office will be calculated			number of days in office will be calculated
on a pro-rata basis.			on a pro-rata basis.
The remuneration of the independent
directors of the Company for their
concurrent service as members of the
remuneration committee of the Company is
set at NT$80,000 per annum each.
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 22:			Article 22:
	The Company's Board of Directors shall		The Company's Board of Directors shall
	prepare (1) business report, (2) financial		prepare (1) business report, (2) financial
	statements, and (3) earnings distribution or		statements, and (3) earnings distribution or
	deficit compensation proposal after the end		deficit compensation proposal after the end
	of each fiscal year and forward them to the		of each fiscal year and forward them to the
	annual shareholders' meeting for approval		annual shareholders' meeting for approval
	~~after submitting them to the Audit~~		after submitting them to the Audit
	~~Citt f l 30 d i t th~~		Committee for approval 30 days prior to the
	~~ommee or approva ays pror o e~~
	~~annual shareholders' meeting~~in accordance		annual shareholders' meeting.
	with the statutory procedures.
Article 24:			Article 24:
	Any after-tax net income shall first be used		Any after-tax net income shall first be used
	to offset the accumulated losses if there is		to offset the accumulated losses if there is
	any, and then to appropriate 10% of the		any, and then to appropriate 10% of the
	earnings as legal reserve until its amount		earnings as legal reserve until its amount
	reaches the actual paid-in capital. For the		reaches the actual paid-in capital. For the
	rest, the special surplus reserve shall be set		rest, the special surplus reserve shall be set
	aside or converted in accordance with the		aside or converted in accordance with the
	laws and regulations; if there is a balance		laws and regulations; if there is a balance
	and the accumulated undistributed surplus,		and the accumulated undistributed surplus,
	the Board of Directors shall propose a		the Board of Directors shall propose a
	surplus distribution plan and submit a		surplus distribution plan and submit a
	resolution to the shareholders' meetingto		resolution to the shareholders' meeting to
	~~distribute shareholder dividends~~.However,		distribute shareholder dividends.However,
	when the surplus distribution is distributed		when the surplus distribution is distributed

Amendments to provisions

Current provisions

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 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. The eighteenth amendment was made on

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

Amendments to provisions 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.

Current provisions 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 The twenty-second amendment was made on June 20, 2007. on June 20, 2007. The twenty-third amendment was made on The twenty-third amendment was made on June 25, 2008. June 25, 2008. The twenty-fourth amendment was made The twenty-fourth amendment was made on June 25, 2010. on June 25, 2010. The twenty-fifth amendment was made on The twenty-fifth amendment was made on June 24, 2011. June 24, 2011. The twenty-sixth amendment was made on The twenty-sixth amendment was made on June 28, 2012. June 28, 2012. The twenty-seventh amendment was made The twenty-seventh amendment was made on June 27, 2016. on June 27, 2016. The twenty-eighth amendment was made The twenty-eighth amendment was made on June 22, 2017. on June 22, 2017. The twenty-ninth amendment was made on The twenty-ninth amendment was made on June 21, 2018. June 21, 2018. The thirtieth amendment was made on June The thirtieth amendment was made on June 18, 2020. 18, 2020. The thirty-first amendment was made on The thirty-first amendment was made on June 27, 2022. June 27, 2022. The thirty-second amendment was made on June 26, 2023

Discussion items

Item 2 (Proposed by the Board of Directors)

Proposal: Amendments to parts of the articles of the "Endorsement Guarantee Operating Procedures".

Explanation: 1. For the needs of the company's operations, it is proposed to amend some provisions of the " Endorsement Guarantee Operation Procedures ".

Please refer to Page 14-15 of the Handbook for the Comparison Table.

Resolution:

Hung Ching Development & Construction Co., Ltd.

Comparison Table of the Amendment of "Endorsement Guarantee Operating Procedure"

paragraph and all the directors mentioned in the preceding paragraph shall be taken to be those actually in office. IV. This operating procedure was established on December 28, 1989 The first amendment was made on July 13, 1993 The second amendment was made on June 25, 1997 The third amendment was made on June 27, 2003 The fourth amendment was made on June 29, 2006 The fifth amendment was on June 22, 2009 The sixth amendment was on June 25, 2010 The seventh amendment was made on June 28, 2013 The eighth amendment was made on June 22, 2015 The ninth amendment was made on June 27, 2019. The tenth amendment was made on June 18, 2020 The eleventh amendment was made on June 26, 2023

paragraph and all the directors mentioned in the preceding paragraph shall be taken to be those actually in office.

Discussion items

Item 3 (Proposed by the Board of Directors)

Proposal: Proposal on Purchasing the Shares of Lu Zhu Development Corporation from and held by Advanced Semiconductor Engineering, Inc. and ASE TEST, INC. for deliberation.

Explanation:

The Company and Lu Zhu Development Corporation (hereinafter referred to as "Lu Zhu Corporation") entered into a Letter of Intent for Joint Construction in March 2016, specifying that Lu Zhu Corporation provided parcels of land located in Lian Hua Section, Zhuvei, Hsinchu County, Downhill Sec., Downhill Section, Qionglin Township, and Shui Che Tou Section, Xinpu Township for joint construction with the Company.
Advanced Semiconductor Engineering, Inc. (hereinafter referred to as "ASE") and ASE TEST, INC. (hereinafter referred to as "ASE TEST"), major shareholders of Lu Zhu Corporation, together hold 86.05% of the shares of Lu Zhu Corporation. The Company has invested a lot of cost, material resources and manpower after the execution of the Letter of Intent with Lu Zhu Corporation. Given this, the Company proposed to purchase the shares held by both companies in order to control the Zhubei Development Project, make the decision-making time-sensitive and shorten the timeline and reduce costs.
The parties hereto entrusted their respective financial advisory firms and CPAs to appraise the equity value. Referring to the conclusion of the equity value of the evaluation unit, the Company negotiated a price of NT$12.67 per share as the basic consideration. The estimated transaction amount is as follows [provided, however, that, the final amount shall be adjusted according to the amount on the base date (the last day of the month preceding the month on which the delivery date occurred) when comparing the cash, securities value and borrowing amount of Lu Zhu Corporation on the financial statement as of March 31, 2023]:

S/N	Hung Ching’s counterparties	Number of shares held	Basic transaction price per share (NT$)	Estimated total transaction price (NT$)
1	ASE	145,178,015	12.67	1,839,405,450
2	ASE TEST	40,981,245	12.67	519,232,374
Total		186,159,260		2,358,637,824

This share transaction is categorized as a related-party transaction, due to which it shall be subject to the evaluation pursuant to the provisions of "Procedures for Acquisition or Disposal of Assets". Please refer to Pages 16-18 of the Handbook for details of evaluation data.
Pursuant to the Fairness Opinion issued by the CPAs, it is believed that the transaction price per share in this case is reasonable.
As ASE serves as the director of the Company, the Audit Committee is about to be authorized to elect a member to act as the representative of executing theshare purchase and sale contract and related documents herein. Whenever the content of the contract should be amended due to changes in the objective environment or operating procedures in the future, the Audit Committee will be authorized to deal with the same at its sole discretion.
Attachment: Evaluation of Related-Party Transaction (please refer to Pages 16-18 of the Handbook).

Resolution

Hung Ching Development & Construction Co., Ltd.

Evaluation of Related-Party Transaction - Acquisition of stock rights

I. The Purpose, Necessity and Anticipated Benefit of the Acquisition:
Purpose: Joint construction with the land owner is one of the options for a construction company to acquire inventory. For this purpose, the Company and Lu Zhu Corporation entered into a Letter of Intent for Joint Construction on May 31, 2016, specifying that Lu Zhu Corporation provided parcels of land located in Lian Hua Section, Zhubei, Hsinchu County, Downhill Sec., Downhill Section, Qionglin Township, and Shui Che Tou Section, Xinpu Township for joint construction with the Company.Given that the joint construction is often subject to different opinions from the land owner on product positioning, selling price, building materials, and allocation proportion, etc., the planning of the construction project is thus affected. As a result, the Company intends to acquire 86.05% of the equity of Lu Zhu Corporation, in a bid to control the entire Zhubei construction project. Besides controlling the development stages according to the real estate market, the cost and selling price are highly independent. In addition, it is optimistic about the development prospects, and the Company's operations will also benefit therefrom, the land inventory is substantially increased.
Necessity: Pursuant to Article 3 of the Letter of Intent for Joint Construction: "The distribution ratio of joint construction in this case is subject to the agreement after Party A obtains the Construction Permit and the parties hereto value the price." The Construction Permit for Zone A of the Zhubei Joint Construction Project will be obtained in December according to TLDC’s estimates. Regardless of whether the joint construction contract is executed only once in the whole region (negotiating a distribution ratio) or in each phase of the development (subject to different distribution ratios of each phase), the estimated total investment cost of this Joint Construction Project or the input cost per phase will exceed 10% of the total assets (as of March 31, 2023). According to the "Procedures for Acquisition or Disposal of Assets" issued by the Financial Supervisory Commission R.O.C. (Taiwan), the joint construction contract must be approved by the

shareholders' meeting before it can be executed. For this reason, the lengthy lead-up period will inevitably result in increased construction costs. If more than 50% of the equity of Lu Zhu Corporation can be acquired, Lu Zhu Corporation will become a subsidiary of the Company. In this sense, this Joint Construction Project does not need to be resolved by the shareholders' meeting. Therefore, it is necessary to acquire the equity of Lu Zhu Corporation in order to control the Zhubei Development Project, make the decision-making time-sensitive and shorten the timeline and reduce costs.

On the other hand, the land of Lu Zhu Corporation can apply for the Construction Permit at any time. And the base is about 5 minutes’ from Chupei Station, 20 minutes’ drive from Hsinchu Science Park, and 8 minutes’ drive from Zhubei Sheraton Hotel and Far Eastern Shopping District. It is a place which has excellent environment there with the strong demand in the housing market in the Zhubei in recent years. The parcels of land that the Company can develop at any time are Phase 14 and Phase 7 in Taichung. Replenishment of land inventory is an important task for a construction company. As a result, it is necessary to acquire equity of Lu Zhu Corporation.

Anticipated Benefit: The amount involved in this share transaction is estimated to be about NT$2.359 billion. Upon acquisition, the Company will hold 86.05% of the shares. It is expected that the Joint Construction Project with Lu Zhu Corporation will be sold at 400,000 Ping (1 Ping = 3.3058 square meter) in the future, in which case the it is able to achieve a balance between profit and loss after recognizing the investment benefits and deducting relevant interest expenses of the cost of purchasing equity. Pursuant to the data provided by Hiyes, a leading consignment sales company, it is suggested that the opening price of this Project can be set at NT$ 480,000 to NT$ 520,000 per Ping. For this reason, the Company is slightly conservative with the price of NT$450,000 ~ NT$480,000 per Ping, and the return on equity investment is about 18% to 27%.

II. The reason for choosing the related party as a transaction counterparty.

After the Company executed the Letter of Intent for Joint Construction with Lu Zhu Corporation, it has invested a lot of cost, material resources, and manpower in this case.5 The major shareholders of Lu Zhu Corporation, ASE and ASE TEST, expressed their willingness to sell Lu Zhu Corporation's shares and be reengaged in packaging & testing and other electronic-related businesses. After considering such factors as the purpose, necessity, and expected benefits of this acquisition, it is believed that the acquisition of shares will be advantageous to the subsequent progress of Zhubei Development Project. For this reason, it chose to trade with related party.

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:

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:	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:	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:	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:	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:	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:
Currency Unit: NT$
Name of stakeholder	Original transaction date	Total transaction price	Counterparty of related-party transaction	The relationship between the predecessor and the Company	The relationship between the predecessor and the related party
1. ASE (Note)	2011.12	1,366,238,410	POWERCHIP TECHNOLOGY CORPORATION and its subsidiaries and some natural persons	None	None
2. ASE TEST	2013.08	372,504,480	Capital increase in cash	None	None

Note：The original acquirer was PowerASE, and ASE merged PowerASE on May 2012.

IV. An evaluation report from a professional appraiser or a CPA's opinion obtained in compliance with the article:

The Company and ASE (commonly entrusted by ASE and ASE TEST) entrusted a financial advisory firm and CPAs to conduct equity value evaluation based on the net value per share of the Subject Company as of March 31, 2023 (the net value per share of Lu Zhu Corporation was NT$9.8 as of March 31, 2023), supported by the evaluation of the fair value of Lu Zhu Corporation's assets and liabilities, and contingent liabilities for calculation of equity value per share. Whereas the equity value of

Lu Zhu Corporation mainly was mainly derived from the land it holds, Hung Ching and ASE (including ASE TEST) each entrusts a professional valuation agency to estimate the land value in advance for the sake of calculating the equity value. The land valuation results are shown as below:

			CurrencyUnit: NT$	CurrencyUnit: NT$
Entrusting Unit:	Evaluation Institute		Evaluation Results
		Evaluation Value	VAT	Net amount after deduction of increment tax on land value
Hung Ching	Savills Taiwan	3,833,223,259	91,210,984	3,742,012,275
ASE, ASE TEST	Cushman & Wakefield	4,119,856,150	91,250,381	4,028,605,769

Subject to the Letter of Intent for Joint Construction, the Company has performed conservation of water and soil, operation of five major pipelines, and completed the change of leveling plans, etc. The parties further agreed that the asset value of Lu Zhu Corporation should be reduced by Hung Ching's land leveling fee of NT$1.5 billion (deemed as contingent liabilities) as the basis for evaluation.

The parties hereto commissioned a professional agency to evaluate the equity value, and the evaluation conclusions are indicated as below:

Client	Evaluation Unit	Evaluation Methods	Conclusions (base date March 31, 2023)
Hung Ching	PwC Taiwan	Asset-based Approach	NT$11.9 - NT$13.23
		Income- based Approach	NT$11.39 - NT$13.28
ASE ASE TEST	Crowe Taiwan	Asset-based Approach	NT$12.41 - NT$13.83

Determination of transaction price, reference basis and rationality explanation of this case:
- ① Referring to the conclusion of the equity value of the evaluation unit, the Company negotiated a price of NT$12.67 per share as the basic consideration.
  - The share completion date in this case may be several months away from the execution date. Thus, the share purchase and sale contract will stipulate that the final amount shall be adjusted according to the amount on the base date (the last day of the month preceding the month on which the delivery date occurred) when comparing the cash, securities value and borrowing amount of Lu Zhu Corporation on the financial statement as of March 31, 2023.
- ② Upon consulting the Fairness Opinion issued by CAP HsiangNing Hu from Yangtze CPAs and Co. Allinial Global ACCRU ASIA, it is believed that the transaction price per share in this case is reasonable. (See Pages 19-20 of this Handbook for details).
V. Forecasted statement of cash income and expenditure in the coming year (See Page 21 of this Handbook for details) , and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

It is necessary to acquire the equity of Lu Zhu Corporation in order to control the Zhubei Development Project, make the decisionmaking time-sensitive and shorten the timeline and reduce costs. Besides, the cost of land acquisition is getting higher and higher for the time being due to the increase in raw materials, people's willingness of purchasing real estate to preserve value and the scarcity of buildable lands. For the lands of Lu Zhu Corporation, for example, compared with last year's valuation, the land value has increased substantially. Therefore, it is more beneficial for the Company to acquire equity as soon as possible.

The aggregate transaction value of this case is expected to be about NT$ 2.359 billion. The financing amount has been negotiated with a number of banks for this purpose. It is also expected that the K27 plant building in Kaohsiung will be sold in July, and the Section of Mingde Rd., Tucheng Dist. will also be sold after August. All proceeds from selling real estate can be input into this transaction. The remaining unmortgaged houses of Jade Mansion are also

negotiating with the bank, and will be available for sale after k13 plant is completed next year. After deducting the construction financing of NT$ 2 billion for k13 plant, it is estimated that there will be more than NT$ 3 billion cash inflows, by which the bank loans can be repaid. It is obvious that the use of funds is still reasonable.

VI. Restrictive covenants and other important stipulations associated with the transaction:

From the execution date to the closing date, the seller undertakes and agrees that:

Untill and unless a prior written consent of the buyer is obtained, Lu Zhu Corporation shall not be urged to take the following actions:

① Replacement of CPAs.
② Except for those necessary for daily operations, borrowing any loans, incurring any debts, or providing any financial commitments or guarantees.
③ Change, amendment or modification of the articles of incorporation and internal rules and regulations of the Subject Company, or change of the capital structure and reduction of capital, provided, however, that the addition of endorsement/guarantee procedure that is expected to be conducted at the shareholders' meeting of Lu Zhu Corporation in 2023 shall not be subject to this.
④ Except for those necessary for daily operations, conclusion of any transaction or loan of more than NT$ [10 million], or and undertaking, contract or agreement with a total amount of more than NT$ [10 million].
⑤ Issue, or agree to issue, any securities or bonds, or redeem any securities, of nature of stock rights.
⑥ Except for those necessary for daily operations, any endorsement /guarantee, loan of funds to others, or any action that generates a major obligation.
⑦ Sell or dispose of any shares, assets or property of the Subject Company by means of M&As, division, share conversion, share exchange, etc.
⑧ Dissolution, liquidation or closure of the Subject Company.

YANGTZE CPAS & CO.,

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==> picture [100 x 42] intentionally omitted <==

Fairness Opinion

To Hung Ching Development & Construction Co., Ltd.,

Hung Ching Development & Construction Co., Ltd. (hereinafter referred to as "Hung Ching") intends to acquire 86.05% of the equity of Lu Zhu Development Corporation (hereinafter referred to as "Lu Zhu Corporation" or "Subject Company"), which is subject to the Fairness Opinion issued by me (CPA) in accordance with Article 10 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies as a reference for the resolution of the board of directors. For different purposes, however, different basic assumptions or evaluation dates used will have a significant impact on the evaluation value and the content of the Fairness Opinion. On account of this, results so obtained shall not be used for other purposes.

Based on the analysis attached hereto, the results of assumptions and restrictions, I (CPA) believe that the fair value of Lu Zhu Corporation’s equity per share ranges from NT$11.90 to NT$13.23. It is expected that Hung Ching's purchase price of NT$12.67 to acquire the equity falls within the range above. Therefore, this price is reasonable.

Any matters concerned, opinions, and conclusions stated herein are accurate and based on the professional judgment results of me (CPA). Any analysis, opinions and discussion of the conclusions of reports were derived from the fair, objective, detached, and independent position of me (CPA) and based on various assumptions and restrictions hereof.

Yangtze CPAs and Co. Allinial Global ACCRU ASIA

CPA/Evaluator:

May 5, 2023

Independent Expert’s Statement

I, the CPA, hereby issue the evaluation opinions and state as follows, pursuant to the Practical Guidelines for Experts to Issue Opinions jointly formulated by Taiwan Stock Exchange Corporation and Taipei Exchange, as well as corresponding decrees, with reference to R.O.C. Evaluation Criteria Bulletin or corresponding self-regulatory norms set out by professional associations, that:

I. I haven’t 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.
II. My Fairness Opinion and the data sources, parameters and information used to execute the operating procedures are appropriate and reasonable, constituting the basis for issuing this Opinion.
III. Before accepting this case, it has been confirmed that I’m eligible for the conditions of Paragraph 1, Article 5 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies"; pursuant to Subparagraph 1, Paragraph 2 of the same article, my professional ability and practical experience have been carefully evaluated as well.
IV. When auditing a case, I have appropriately planned and executed adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the Opinion. The related working procedures, data collected, and conclusion are fully and accurately specified in the case working papers.
V. There is no relationship of mutual or actual related parties between me and the parties involved hereto and the professional evaluator or appraiser who issues the evaluation opinion as stipulated Subparagraphs 2 and 3, Paragraph 1, Article 5 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", and I hereby state that I didn’t have any of the circumstance below:
(I) I or my spouse is currently and regularly employed by the parties hereto, receiving a fixed salary or serving as a director and supervisor.

(II) I or my spouse was once a director, supervisor, managerial officer, or employee who had a significant impact on this case and was removed or resigned within two years.
(III)The unit where I or my spouse works and the parties hereto are related to each other.
(IV)Directors, supervisors, managerial officers or employees who have a major impact on this case have a spouse relationship or the second degree of kinship.
(V) I or my spouse have or has a significant investment or financial interest sharing relationship with the parties hereto.
VI. This Fairness Opinion does not presuppose conclusions.
VII. The expenses of this Fairness Opinion are priced pursuant to the estimated manpower and time required, without contingent payment pertaining to the results hereof.

Yangtze CPAs and Co. Allinial Global ACCRU ASIA

CPA/Evaluator:

May 5, 2023

Hung Ching Development & Construction Co., Ltd.

Statements of Cash Flows

May 2023 to July 2024

	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024	May 2023 to July 2024
	CurrencyUnit: NT$ thousand 2023.05 2023.06 2023.07 2023.08 2023.09 2023.10 2023.11 2023.12 2024.01 2024.02 2024.03 2024.04 2024.05 2024.06 2024.07 Total 90,198 77,214 63,743 110,872 99,899 82,445 82,907 78,893 86,982 60,702 83,148 79,101 50,472 81,415 89,021 450,000 642,000 502,000 40,000 75,000 85,000 62,000 60,000 105,000 105,000 110,000 112,000 62,000 2,410,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 60,000 388,344 264,780 653,124 42,600 96,159 138,759 46,600 100,159 842,344 646,000 506,000 44,000 79,000 89,000 66,000 64,000 109,000 109,000 114,000 116,000 330,780 3,261,883 353,025 301,356 320,269 291,356 322,356 437,874 444,441 244,639 316,746 344,603 282,862 336,866 251,419 226,132 229,851 4,703,795 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 10,000 10,000 150,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 45,000 4,950 0 0 2,310 2,860 2,200 4,125 4,675 3,410 3,300 5,775 5,775 6,050 6,160 3,410 55,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 150,000 21,644 22,308 23,683 23,341 22,962 23,499 24,482 26,790 32,159 33,686 34,445 35,023 35,624 36,137 36,414 432,198 270,306 270,306 7,503 15,005 22,508 353,796 2,004,842 2,358,638 500,000 500,000 402,619 346,664 728,250 340,008 656,490 486,573 496,049 2,303,947 875,315 404,589 346,083 400,663 316,093 291,429 292,675 8,687,445 (265,821) (169,292) 177,837 416,864 (50,590) (360,128) (334,142) (2,136,053) (722,333) (279,887) (153,934) (212,563) (151,620) (94,014) 127,126 343,035 233,035 (66,965) (316,965) 133,035 443,035 413,035 2,223,035 783,035 363,035 233,035 263,035 233,035 183,035 (16,965) 5,445,525 300,000 150,000 (50,000) (150,000) 50,000 80,000 250,000 1,900,000 800,000 50,000 250,000 250,000 3,880,000 200,000 300,000 210,000 180,000 210,000 200,000 140,000 60,000 1,500,000 100,000 100,000 170,000 170,000 130,000 130,000 140,000 140,000 1,080,000 (240,000) (320,000) (560,000) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (16,965) (254,475) (200,000) (200,000) 77,214 63,743 110,872 99,899 82,445 82,907 78,893 86,982 60,702 83,148 79,101 50,472 81,415 89,021 110,161 9,875,313 10,218,348 10,451,383 10,384,418 10,067,453 10,200,488 10,643,523 11,056,558 13,279,593 14,062,628 14,425,663 14,658,698 14,921,733 15,154,768 15,337,803 10,218,348 10,451,383 10,384,418 10,067,453 10,200,488 10,643,523 11,056,558 13,279,593 14,062,628 14,425,663 14,658,698 14,921,733 15,154,768 15,337,803 15,320,838 2.600% 2.600% 2.725% 2.725% 2.725% 2.725% 2.725% 2.725% 2.850% 2.850% 2.850% 2.850% 2.850% 2.850% 2.850%
Item/Month	2023.05	2023.06	2023.07	2023.08	2023.09	2023.10	2023.11	2023.12	2024.01	2024.02	2024.03	2024.04	2024.05	2024.06	2024.07	Total
Balance of Cash at Beginningof the Period	90,198	77,214	63,743	110,872	99,899	82,445	82,907	78,893	86,982	60,702	83,148	79,101	50,472	81,415	89,021

Add: Cash Inflows
RemainingHouses
Real Estate Income			450,000	642,000	502,000	40,000	75,000	85,000	62,000	60,000	105,000	105,000	110,000	112,000	62,000	2,410,000
Rental Income	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	4,000	60,000
Dividend Income			388,344												264,780	653,124
Others	42,600	96,159														138,759
Total	46,600	100,159	842,344	646,000	506,000	44,000	79,000	89,000	66,000	64,000	109,000	109,000	114,000	116,000	330,780	3,261,883
Less: Cash Expenditure
Construction Funds	353,025	301,356	320,269	291,356	322,356	437,874	444,441	244,639	316,746	344,603	282,862	336,866	251,419	226,132	229,851	4,703,795
General and Administrative Expenses	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	10,000	10,000	150,000

Selling and Marketing Expenses	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	45,000

Commissions	4,950	0	0	2,310	2,860	2,200	4,125	4,675	3,410	3,300	5,775	5,775	6,050	6,160	3,410	55,000
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	10,000	10,000	150,000
Interest Expenses	21,644	22,308	23,683	23,341	22,962	23,499	24,482	26,790	32,159	33,686	34,445	35,023	35,624	36,137	36,414	432,198
Cash Dividends					270,306											270,306
Directors’ and Employees’ Remuneration			7,503		15,005											22,508

Equityof Lu Zhu			353,796					2,004,842								2,358,638
Others - Purchase of Land (TDR)									500,000							500,000

Total	402,619	346,664	728,250	340,008	656,490	486,573	496,049	2,303,947	875,315	404,589	346,083	400,663	316,093	291,429	292,675	8,687,445
Cash Available before Financing	(265,821)	(169,292)	177,837	416,864	(50,590)	(360,128)	(334,142)	(2,136,053)	(722,333)	(279,887)	(153,934)	(212,563)	(151,620)	(94,014)	127,126

Net Financing (Repayments) Amount	343,035	233,035	(66,965)	(316,965)	133,035	443,035	413,035	2,223,035	783,035	363,035	233,035	263,035	233,035	183,035	(16,965)	5,445,525

Borrowings(Repayments)	300,000	150,000	(50,000)	(150,000)	50,000	80,000	250,000	1,900,000	800,000	50,000	250,000		250,000			3,880,000
Construction Financing - k13	200,000				300,000	210,000	180,000	210,000		200,000		140,000		60,000		1,500,000

Construction Financing - Zhongli II	100,000	100,000		170,000		170,000		130,000		130,000		140,000		140,000		1,080,000

Repayments - Cash Dividends	(240,000)			(320,000)												(560,000)

Repayments - Shopping Mall	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(16,965)	(254,475)

Repayments - Mingde					(200,000)											(200,000)
ClosingCash Balance	77,214	63,743	110,872	99,899	82,445	82,907	78,893	86,982	60,702	83,148	79,101	50,472	81,415	89,021	110,161
BeginningBorrowings	9,875,313	10,218,348	10,451,383	10,384,418	10,067,453	10,200,488	10,643,523	11,056,558	13,279,593	14,062,628	14,425,663	14,658,698	14,921,733	15,154,768	15,337,803
ClosingBorrowings	10,218,348	10,451,383	10,384,418	10,067,453	10,200,488	10,643,523	11,056,558	13,279,593	14,062,628	14,425,663	14,658,698	14,921,733	15,154,768	15,337,803	15,320,838
Interest Rate	2.600%	2.600%	2.725%	2.725%	2.725%	2.725%	2.725%	2.725%	2.850%	2.850%	2.850%	2.850%	2.850%	2.850%	2.850%

Discussion items

Item 4 (Proposed by the Board of Directors)

Proposal: To 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, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time, and to propose a resolution for consideration.
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:
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, 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.
(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 which are not addressed herein, in accordance with the applicable laws and regulations.

Resolution:

Election Items

Item 1 (Proposed by the Board of Directors)

Proposal: Re-election of Directors, submitted for re-election. Explanation:

The term of office of the Company's Directors expires on July 12, 2023. According to the Company law and the Company's Articles of Incorporation, they should be re-elected. Directors (including independent directors) are elected through the candidate nomination system.
11 directors (8 non-independent and 3 independent) were elected for the period from July 13, 2023 to July 12, 2026.
The list of director candidates is as follows:

serial number	Candidate category	Candidate name	Number of shares held (Note)	Name of legal person represented
1	Director	Wen-Hsiang Chien	27,782	-
2	Director	Yen-Yi Tseng	68,629,782	Advanced Semiconductor Engineering, Inc.
3	Director	Ching-Chou Su	68,629,782	Advanced Semiconductor Engineering, Inc.
4	Director	Chia-Pay Chou	67,723	-
5	Director	Du-Tsuen Uang	2,000	-
6	Director	Ching-Hua Chen	4,176	-
7	Director	Fang-Yin Chen	20,000	-
8	Director	Chien-Hua Yao	2,768	-
9	Independent Director	Wei-Li Tsuo	206	-
10	Independent Director	Hong-Long Hong	0	-
11	Independent Director	Chun-Chin Tu	0	-

Note: The number of shares held as of the closing date of the shareholders' meeting (April 28, 2023).
For election, please refer to page 33-34 of this handbook, Appendix 8, for the brief introduction of qualifications of director candidates.

Election results:

Qualifications of Candidates for Directorship

Candidate	Academic qualifications	Experience
Wen-Hsiang Chien	Graduated from Department of Industrial and Systems Engineering, Chung Yuan Christian University	Current Appointment: Chairman, Hung Ching Development & Construction Co., Ltd.
Yen-Yi Tseng	Graduated from Department of Civil Engineering, National Taiwan University Master of Science in Systems Engineering, Asian Institute of Technology	Current Appointment: 1. Chairman and Director of ASE Cultural and Educational Foundation 2. Director (Representative) of Fuhua Engineering Co., Ltd. Served as: Former Head of Division, RSEA Engineering Corporation
Du-Tsuen Uang	Doctor of Laws from College of Law, National Chengchi University	Current Appointment: 1. Director (Representative) and Chief Executive Officer of Advanced Semiconductor Engineering, Inc. 2. Group Chief Executive Officer, Corporate Governance Supervisor, Member of the Risk Management Committee, Chief Risk Officer, and Chief Security Officer of ASE Technology Holding Co. Ltd. Served as: 1. Chief Secretary of the Central Bureau of Standards 2. Associate Researcher, Institute of International Relations, National Chengchi University 3. Member of the Executive Yuan Fair Trade Commission
Chia-Pay Chou	Graduated from Department of Accounting, Soochow University	Current Appointment: 1. General Manager of Hung Ching Development & Construction Co., Ltd. 2. Supervisor (representative) of Advanced Semiconductor Engineering, Inc. Served as: Deputy Accounting Manager of Xinqi Certified Public Accountants
Ching-Hua Chen	Department of Civil Engineering, National Taipei University of Technology (formerly Taipei Technical College)	Current Appointment: 1. Executive Deputy General Manager of Hung Ching Development & Construction Co., Ltd. 2. Director (Representative) and General Manager of HungChingKuan Co.,Ltd.

Candidate	Academic qualifications	Experience
	Research Institute of St John's University (New York City), USA	Served as: 1. Executive Deputy General Manager of Beijing Dinggu Real Estate Development Co., Ltd. 2. Director and Executive Deputy General Manager of Sino Horizon Holdings Ltd
Fang-Yin Chen	Graduated from the Department of Accounting, Tamkang University	Current Appointment: Deputy General Manager of Finance Department of Hung Ching Development & Construction Co., Ltd. Served as: Officer at Deloitte & Touche
Chien-Hua Yao	Graduated from Ger-Jyh Senior High School	Current Appointment: Deputy General Manager of Kaohsiung Industrial Zone, HungChingDevelopment & Construction Co.,Ltd.
Ching-Chou Su	Graduated from Master of Science in Industrial Engineering, National Taiwan University	Current Appointment: Deputy General Manager of Zhongli Industrial Zone, Hung Ching Development & Construction Co., Ltd.
Wei-Li Tsuo	Master of Business Administration, National Central University	Served as: 1. Deputy General Manager of Vivotek Inc. 2. DeputyGeneral Manager of Federal Corp.
Hong-Long Hong	Master of Accounting, National Chengchi University	Current Appointment: 1. Director of Zhongxiang Social Welfare Charity Foundation 2. Partner, Quantong United Certified Public Accounts
Chun-Chin Tu	Doctor of Laws from College of Law, National Chengchi University	Current Appointment: 1. Adjunct Professor at Ming Chuan University 2. Adjunct Professor at National Taipei University of Business Served as: 1. Professor at National Taipei University of Business 2. Dean at National Taipei Universityof Business

Other Motions

Item 1 (Proposed by the Board of Directors)

Proposal: Discussion on lifting of non-competition prohibitions on directors.

Explanation: 1. According to Article 209 of the Company Law, directors should explain the important details of their actions to the shareholders' meeting and obtain their permission for actions that fall within the scope of the company's business, for themselves or others.
If a new director after this re-election invests in or operates another company with the same or similar scope of business as the company and serves as a director of the company, without prejudice to the company's interests, it is proposed to seek approval of the shareholders' meeting to release the new director from the non-competition prohibition.

Resolution:

Extempore Motions

Adjournment

Attachment 1

Business Report

Introduction

2022 was an eventful year for the real estate market. The beginning of the year was disrupted by the housing policy that was introduced at the end of 2021 and the beginning of the local epidemic, resulting in a slowdown in buying sentiment until the strong return of buying sentiment over the spring break; Despite the prolongation of the war between Russia and Ukraine, and the turbulence in the domestic and international stock markets, the housing market experienced a steady rise in prices and volumes in the first half of the year amidst anticipated inflation, rising construction materials and labor costs, soaring land prices and the continued expansion of investment in semiconductor plants. In the second half of the year, due to the continuous increase of interest rates in the United States, the decline in global stock markets, and the central bank’s mortgage interest rate rising four times in a row, the real estate market turned from prosperity to decline. The transaction time was prolonged and the transaction volume decreased. According to the statistics released by Liudu Land Affairs Bureau, there was an overall decline in the number of buildings sold and transferred in the country, showing signs that the stock market and the real estate market were both cooling down and entering a consolidation.

Operating Performance

The consolidated operating revenue of NT$1,388,112 thousand for 2022 was mainly from the sale of the property "Jade Mansion", which accounted for 64% of the total operating revenue. Revenue from other real estate leasing, contract work and labor services accounted for 36% of operating revenue. After deducting construction and leasing costs of NT$835,237 thousand, gross operating profit was NT$552,875 thousand.

Other operating expenses amounted to NT$ 373,968 thousand, plus the net non-operating income and expenses of NT$ 209,865 thousand, after deducting income tax expenses of NT$102,700 thousand, the consolidated net profit was NT$ 286,072 thousand. Net income after tax attributable to the Company amounted to NT$305,126 thousand and earnings per share were NT$1.17.

2023 Operating Plan

For the 2023 operating plan, in addition to the continued sales of the residential project "Jade Mansion" on Yanping South Road, the residential building in Mingde section of Tucheng is expected to be licensed in the second quarter of 2023 and the K27 factory office building in Kaohsiung, with a floor area of 8,800 sq.m., is also expected to be licensed and sold in the second quarter of 2023. Projects under construction will continue: Kaohsiung K13 factory office building, with a floor area of about 32,900 sq.m., is expected to be licensed for use in the second quarter of 2024; ASE Chongli No. 2 factory office building, with a floor area of about 19,300 sq.m., is expected to be completed in the first quarter 2025; the Hsinchu Fubaitian project is planned to be developed in 8 districts in 3 phases, and the soil and water conservation works for the whole district were completed in the 2nd quarter of 2022. Area A is the first phase of the development and it has applied for license in 4th quarter of 2022 and pending license review. It is expected to be licensed in 4th quarter of 2023.

Future Operating Outlook

The International Monetary Fund (IMF) predicts that Taiwan's economic growth rate will drop to 2.1% in 2023, causing the economic situation to become increasingly conservative. In March 2023, the central bank raised interest rates by half a percentage point again in the wake of the continued rise in interest rates in the United States. The successive increases in interest rates by the central bank have increased the pressure on people's mortgage payments and, coupled with inflationary pressures on consumer allocations, have had a significant impact on home buying intentions; The tighter capital policy has also increased the burden of

construction and financing for builders, causing a significant decline in land hunting by builders. In addition, the "Equal Titles Regulations" has been revised to restrict pre-sale houses for resale and imposes heavy penalties for speculation. Apart from the pre-sale and luxury property markets, the overall housing market has also been affected by psychological factors and price discrepancies, making buyers more conservative in their bids. However, sellers' prices will not be adjusted easily due to cost, inflationary factors and the fact that interest rates are still low in general. Therefore, the number of transactions in the residential market will decrease in the short term, but prices will not yet be significantly affected and the current pattern of volume contraction is expected to be maintained this year. In the long run, under the influence of factors such as increasing land costs, rising construction costs such as raw materials, low interest rate environment, and inflationary expectations, real estate is inherently value-protected and it is a relatively low-risk compared to other financial instruments. Buying a house is a relatively safe option and therefore the outlook for the future remains cautiously optimistic.

The Company is currently focusing 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 14th Redevelopment Zone in Taichung is also under planning. Regarding the urban planning land in Puqian Section of Banqiao 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

Attachment 2

Report from Audit Committee

The Board of Directors has prepared the Company's 2022 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. For review and approval of The Business Report, Financial Statements and the Earnings Distribution Proposal which 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, 2023

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, 2022 and 2021, 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, 2022 and 2021, 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, 2022. 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.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Sales Revenue of Building and Land

For the year ended December 21, 2022, revenue from sale of real estate was NT$891,467 thousand, representing 64% 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. 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 and 21 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:

We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
Obtain the details of the annual sales of the premises: (1) sampling and verifying the contracts signed by the buyers and sellers to confirm the contract price and transaction target; (2) sampling and verifying the registration date of the transfer of property ownership to verify that the property ownership has been transferred to the purchaser.

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, 2022 and 2021 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.

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 of Consolidated financial statements when it exists. Misstatements can arise from fraud or error and are considered material if， individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated financial statements.

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

Identify and assess the risks of material misstatement of the 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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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.
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, 2022 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 Shi Jun-Hong

Financial Supervisory Commission Financial Supervisory Commission Approval Approval Document No.: Document No.: Financial-Supervisory-SecuritiesFinancial-Supervisory-Securities-AuditingAuditing-1010028123 1110348898

March 24, 2023

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021

Unit: NT$ 1,000

Code 1100 1110 1140 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 2219 2230 2280 2322 2399 21XX 2540 2580 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX	ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Contract assets (note 21) Notes receivable (Note 8 and 21) Trade receivables - net (Note 8 and 21) Trade receivables - related parties (Note 8, 21 and 27) Trade receivables (Notes 8) Inventories - net (note 9 and 28) Prepayment (note 15) Other current assets (note 15) Incremental costs of obtaining a contract Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non- current, net (Notes 10 and 28) Property, plant and equipment, net (Notes 12,22 and 28) Right-of-use assets (Notes 13 and 22) Investment properties - net (Notes 14, 22 and 28) Intangible assets (note 22) Deferred income tax assets (note 23) Long-term notes receivable (note 8 and 21) Other non-current assets (Notes 15, 19 and 22) Total non-current assets TOTAL ASSETS LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans (note 16, 27 and 28) Short-term bills payable - net (Notes 16, 27 and 28) Contractual liabilities (Note 21) Notes payable Trade payables (Notes 17) Other payables Current tax liabilities Lease liabilities (Note 13) Long-term loans due within one year (Note 16 and 28) Other current liabilities (Note 18) Total current liabilities NON-CURRENT LIABILITIES Long-term loans (note 16 and 28) Lease liabilities (Note 13) Guarantee deposits received (Note 14) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury Shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity Total equity and liabilities		December 31, 2022	December 31, 2022	% 1 - - - - - - 51 2 - - 54 21 5 - 19 - - - 1 46 100 29 7 - - 3 1 1 - 1 - 42 9 - - 9 51 13 2 5 1 12 18 16 2) 47 2 49 100		December 31, 2021	December 31, 2021
			Amount $ 291,360 17,080 37,437 1,099 17,869 14,672 322 10,028,776 300,662 23 - 10,709,300 4,143,878 1,062,875 17,269 3,700,635 523 61,007 1,381 75,569 9,063,137 $ 19,772,437 $ 5,762,900 1,453,568 14,831 - 590,893 166,535 92,236 5,270 179,803 15,205 8,281,241 1,848,218 12,824 31,020 1,892,062 10,173,303 2,703,060 350,171 990,076 244,982 2,307,488 3,542,546 3,132,013 455,812) 9,271,978 327,156 9,599,134 $ 19,772,437				Amount $ 392,789 17,161 - 3,494 21,886 5,279 1,130 7,796,545 34,470 361 7,153 8,280,268 4,699,925 1,251,471 11,909 3,412,823 392 62,001 851 255,084 9,694,456 $ 17,974,724 $ 1,827,000 2,356,803 122,109 114 635,780 203,756 89,777 3,274 206,744 16,426 5,461,783 1,825,004 9,409 25,578 1,859,991 7,321,774 2,703,060 324,528 828,158 347,554 2,872,626 4,048,338 3,686,626 455,812) 10,306,740 346,210 10,652,950 $ 17,974,724		%
		(		(		(		(	2 - - - - - - 44 - - - 46 26 7 - 19 - - - 2 54 100 10 13 1 - 4 1 1 - 1 - 31 10 - - 10 41 15 2 5 2 16 23 20 3) 57 2 59 100

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

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2021 and 2022

Unit: NT$ thousands, except earnings per share of NT$

Code Operating income (note 21 and 27) 4100 Sales Revenue of Building and Land 4300 Rental revenue 4520 Revenue from construction contracts 4600 Service revenue 4800 Other operating revenue 4000 Total operating revenue Operating cost (note 9 and 22) 5110 Cost of building and land for sale 5300 Rental costs 5500 Construction project cost 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 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses		2022		% 64 13 12 7 4 100 32 8 11 4 5 60 40 6 21 27 13 23 - 8) 15		2021
		Amount $ 891,467 173,836 171,882 98,295 52,632 1,388,112 441,415 117,655 152,989 60,980 62,198 835,237 552,875 85,193 288,775 373,968 178,907 318,162 3,949 ) 104,348) 209,865				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		%
	( (		(		( (		( (	95 2 - 2 1 100 63 1 - 1 1 66 34 4 5 9 25 3 1 ) 1) 1

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2022 2021 Code Amount % Amount 7900 Income before income tax $ 388,772 28 $ 1,790,674 7950 income tax expense (note 23) 102,700 7 186,655 8200 NET PROFIT FOR THE YEAR 286,072 21 1,604,019 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 ( 556,047 ) ( 40 ) 1,112,095 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 1,793 - ( 756 ) 8399 Income tax related to items that will be reclassified (Note 23) ( 359) - 151 8300 Other comprehensive income/(loss) for the year, net of income tax ( 554,613) ( 40) 1,111,490 8500 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ($ 268,541) ( 19) $ 2,715,509 NET PROFIT/(LOSS) ATTRIBUTABLE TO 8610 Owners of the Company $ 305,126 22 $ 1,619,178 8620 NON-CONTROLLING INTERESTS ( 19,054) ( 1) ( 15,159) 8600 $ 286,072 21 $ 1,604,019 TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO: 8710 Owners of the Company ( $ 249,487 ) ( 18 ) $ 2,730,668 8720 NON-CONTROLLING INTERESTS ( 19,054) ( 1) ( 15,159) 8700 ($ 268,541) ( 19) $ 2,715,509 Earnings per share (note 24) 9710 Basic $ 1.17 $ 6.19 9810 Diluted $ 1.16 $ 6.15 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		2021
				%
				26 3 23 16 - - 16 39 23 - 23 39 - 39

Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity

January 1 to December 31, 2021 and 2022

Unit: NT$ 1,000

		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 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 $ 312,561 - - - - - 11,967 324,528 - - - - - 25,643 $ 350,171	Retained earnings		Unappropriate d earnings $ 1,700,053 ( 39,115) ( 29,062) ( 378,428) 1,619,178 - - 2,872,626 ( 161,918) 102,572 ( 810,918) 305,126 - - $ 2,307,488	Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on financial assets at FVTOCI ($ 5,253) $ 2,580,389 - - - - - - - - ( 605) 1,112,095 - - ( 5,858) 3,692,484 - - - - - - - - 1,434 ( 556,047) - - ($ 4,424) $ 3,136,437	Treasury Shares ($ 455,812) - - - - - - ( 455,812) - - - - - - ($ 455,812)
					Exchange differences on translating the financial statements of foreign operations ($ 5,253) - - - - ( 605) - ( 5,858) - - - - 1,434 - ($ 4,424)
Number of Shares (In Thousand Shares) 270,306 - - - - - - 270,306 - - - - - - 270,306		Legal reserve $ 789,043 39,115 - - - - - 828,158 161,918 - - - - - $ 990,076	Special reserve $ 318,492 - 29,062 - - - - 347,554 - ( 102,572) - - - - $ 244,982
							$ 8,303,902 - - ( 378,428 ) 1,604,019 1,111,490 11,967 10,652,950 - - ( 810,918 ) 286,072 ( 554,613 ) 25,643 $ 9,599,134

Chairman: Wen-Hsiang Chien

The accompanying notes are an integral part of the consolidated financial statements. Manager: Chia-Pei Chou

Accounting Supervisor: Fang-Ying Chen

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

January 1 to December 31, 2021 and 2022

Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Profit before income tax for the year A20010 Adjustments for: A20100 Depreciation expenses A20300 Gain on reversal of expected credit loss A29900 Long-term prepaid expenses and amortization of intangible assets A23200 Profit on disposal of investments accounted for using the equity method A23700 Profit 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 A31125 Contract Asset 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 payable A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities A33000 Cash generated (out) from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash generated (out) from operating activities	2022 $ 388,772 144,369 - 5,279 - ( 4,134 ) 81 104,348 ( 1,182 ) ( 308,738 ) ( 37,437 ) 1,865 4,017 ( 9,393 ) 808 ( 2,414,503 ) ( 265,492 ) 7,153 338 ( 107,278 ) ( 114 ) ( 45,587 ) - ( 46,834 ) ( 1,221) ( 2,584,883 ) ( 131,913 ) ( 99,606) (2,816,402)	Unit: NT$ 1,000 2021 $ 1,790,674 141,043 ( 12,075 ) 6,718 ( 713 ) ( 198,911 ) ( 50 ) 89,236 ( 1,152 ) ( 184,974 ) - 2,375 ( 7,257 ) 6,327 11,860 440,304 102,470 ( 7,153 ) 3,319 ( 297,780 ) ( 8,677 ) ( 158,216 ) ( 250 ) ( 92,605 ) 5,106 1,629,619 ( 101,064 ) ( 118,539) 1,410,016

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Code CASH FLOWS FROM INVESTING ACTIVITIES B01900 Profit on disposal of investments accounted for using the equity method B02700 Acquisition of property, plant and equipment B03700 Decrease (Increase) in refundable deposits B04500 Acquisition of intangible assets B05400 Acquisition of investment properties B06700 Decrease in other non-current assets B07500 Interest received B07600 Dividends received BBBB Net cash 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 Long-term loans C01700 Repayments of long-term borrowings C04020 Repayment for principal of lease liabilities C03000 Increase (decrease) in guarantee deposits received C04500 Distribution of Cash Dividend CCCC Net cash generated from/(used in) financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES EEEE 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	2022 $ - ( 5,224 ) 174,320 ( 210 ) ( 10,710 ) - 1,182 308,738 468,096 3,935,900 ( 903,235 ) 200,000 ( 203,727 ) ( 3,901 ) 5,442 ( 785,275) 2,245,204 1,673 ( 101,429 ) 392,789 $ 291,360	2021
		$ 713 ( 377,222 ) ( 77,341 ) ( 428 ) ( 8,300 ) 7,827 1,152 184,974 ( 268,625) ( 986,000 ) 517,026 - ( 481,510 ) ( 3,094 ) ( 1,399 ) ( 366,461) (1,321,438) ( 693) ( 180,740 ) 573,529 $ 392,789

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

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, 2022 and 2021, 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, 2020 and 2021, 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, 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2022 are stated as follows:

Sales Revenue of Building and Land

For the year ended December 21, 2022, revenue from sale of real estate was NT$ 891,467 thousand, representing 83% 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, and 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, and 19 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) Obtain the details of the annual sales of the premises: (1) sampling and verifying the contracts signed by the buyers and sellers to confirm the contract price and transaction target; (2) sampling and verifying the registration date of the transfer of property ownership to verify that the property ownership has been transferred to the purchaser.

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 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.

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

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, 2022 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 Shi Jun-Hong

March 24, 2023

Hung Ching Development & Construction Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2022 and 2021

Unit: NT$ 1,000

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 2170 2180 2219 2230 2320 2399 21XX 2540 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX	ASSETS CURRENT ASSETS Cash (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 (Note 9 and 26) Investments accounted for using equity method (Note 10) Property, plant and equipment - net (Notes 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 (note 14, 25 and 26) Short-term bills payable, net (Notes 14, 25 and 26) Contract liabilities (Notes 19) Trade payables (Notes 15) Trade payables to related parties (Notes 25) Other payables Current tax liabilities Long-term borrowings - current portion (Note 14 and 26) Other current liabilities (Notes 16) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (note 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		December31,2022 Amount % $ 111,686 1 1,006 - 14,175 - 1,400 - 231 - 9,409,571 49 335,053 2 - - 23 - 9,873,145 52 4,143,878 22 1,348,301 7 401,718 2 3,248,634 17 523 - 60,878 - 1,381 - 71,423 - 9,276,736 48 $ 19,149,881 100 $ 5,491,900 29 1,453,568 8 536 - 65,093 - 631,206 3 132,103 1 38,720 - 179,803 1 14,378 - 8,007,307 42 1,848,218 10 22,378 - 1,870,596 10 9,877,903 52 2,703,060 14 350,171 2 990,076 5 244,982 1 2,307,488 12 3,542,546 18 3,132,013 16 455,812) ( 2) 9,271,978 48 $ 19,149,881 100		December31,2021	December31,2021
			Amount $ 111,686 1,006 14,175 1,400 231 9,409,571 335,053 - 23 9,873,145 4,143,878 1,348,301 401,718 3,248,634 523 60,878 1,381 71,423 9,276,736 $ 19,149,881 $ 5,491,900 1,453,568 536 65,093 631,206 132,103 38,720 179,803 14,378 8,007,307 1,848,218 22,378 1,870,596 9,877,903 2,703,060 350,171 990,076 244,982 2,307,488 3,542,546 3,132,013 455,812) 9,271,978 $ 19,149,881		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	%
		(		(		1 - - - - 42 - - - 43 27 8 3 17 - - - 2 57 100 9 13 1 - 5 1 1 1 - 31 10 - 10 41 15 2 5 2 16 23 21 ( 2) 59 100

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

Hung Ching Development & Construction Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME January 1 to December 31, 2021 and 2022

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		2022

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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		2022

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

Hung Ching Development & Construction Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

January 1 to December 31, 2021 and 2022

Unit: NT$ 1,000

Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - 270,306 $ 2,703,060		Retained earnings	Unappropriated earnings $ 1,700,053 ( 39,115 ) ( 29,062 ) ( 378,428 ) 1,619,178 - - 2,872,626 ( 161,918 ) 102,572 ( 810,918 ) 305,126 - - $ 2,307,488		Other equity Unrealized gain (loss) on financial assets at FVTOCI Exchange differences on translating the financial statements of foreign operations $ 5,253 ) $ 2,580,389 - - - - - - - - 605 ) 1,112,095 - - 5,858 ) 3,692,484 - - - - - - - - 1,434 ( 556,047 ) - - $ 4,424) $ 3,136,437	Other equity Unrealized gain (loss) on financial assets at FVTOCI Exchange differences on translating the financial statements of foreign operations $ 5,253 ) $ 2,580,389 - - - - - - - - 605 ) 1,112,095 - - 5,858 ) 3,692,484 - - - - - - - - 1,434 ( 556,047 ) - - $ 4,424) $ 3,136,437	Treasury Shares ( $ 455,812 ) - - - - - - ( 455,812 ) - - - - - - ($ 455,812)		Total equity
					Exchange differences on translating the financial statements of foreign operations $ 5,253 ) - - - - 605 ) - 5,858 ) - - - - 1,434 - $ 4,424)
Number of Shares (In Thousand Shares) 270,306 - - - - - - 270,306 - - - - - - 270,306	Legal reserve $ 789,043 39,115 - - - - - 828,158 161,918 - - - - - $ 990,076	Special reserve $ 318,492 - 29,062 - - - - 347,554 - ( 102,572 ) - - - - $ 244,982
		(	( ( ( ( (	( ( ( (		(	( ( (	( ( (	$ 7,942,533 - - 378,428 ) 1,619,178 1,111,490 11,967 10,306,740 - - 810,918 ) 305,126 554,613 ) 25,643 $ 9,271,978

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

Hung Ching Development & Construction Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

January 1 to December 31, 2021 and 2022

Unit: NT$ 1,000

Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Profit before income tax for the year A20010 Adjustments for: A20100 Depreciation expenses A20300 Gain on reversal of expected credit loss A29900 Long-term prepaid expenses and amortization of intangible assets A23200 Profit on disposal of investments accounted for using the equity method A23700 Profit 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 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 payable A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities A33000 Cash generated (out) from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash generated (out) from operating activities	2022 $ 352,623 103,161 - 4,770 - ( 4,134 ) 99,432 ( 223 ) ( 308,738 ) 68,428 763 ( 4,743 ) - 680 ( 2,259,216 ) ( 311,971 ) 7,153 307 ( 108,634 ) - 8,500 ( 265,045 ) ( 55,253 ) ( 910) ( 2,673,050 ) ( 126,997 ) ( 78,888) (2,878,935)	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

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Code CASH FLOWS FROM INVESTING ACTIVITIES B01900 Profit on disposal of investments 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 B06700 Increase in other non-current assets B07500 Interest received B07600 Dividends received BBBB Net cash 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 Long-term loans C01700 Repayments of long-term borrowings C03000 Increase (decrease) in guarantee deposits received C04500 Distribution of Cash Dividend CCCC Net cash generated from/(used in) financing activities EEEE 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	2022 $ - ( 1,183 ) ( 210 ) ( 6,610 ) 177,171 - 223 380,938 550,329 3,914,900 ( 903,235 ) 200,000 ( 203,727 ) 5,921 ( 810,918) 2,202,941 ( 125,665 ) 237,351 $ 111,686	2021
		$ 713 ( 377,117 ) ( 428 ) ( 6,802 ) ( 77,382 ) ( 298 ) 94 238,974 ( 222,246) ( 985,000 ) 517,026 - ( 481,510 ) ( 1,111 ) ( 378,428) (1,329,023) ( 201,171 ) 438,522 $ 237,351

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

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

H701020 Industrial Factory Development and Rental
H702010 Construction Manager
H703090 Real Estate Business
H703100 Real Estate Leasing
F111090 Wholesale of Building Materials
F120010 Wholesale of Refractory Materials
F301010 Department Stores
F301020 Supermarkets 10. F401010 International Trade 11. F501030 Beverage Shops 12. F501060 Restaurants 13. I503010 Landscape and Interior Designing
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
JZ99030 Photographic Studios
JZ99080 Beauty and Hairdressing Services 25. JZ99090 Festive 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.

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 540,306,000 shares, each with a denomination of NT$10, and will be issued in separately. Article 5-1: (Delete) Article 6: According to Article 161-2 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 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. Director 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 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 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 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 Independent 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 independent directors, and after the Board of Directors examines that they meet the requirements for independent 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 independent 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 prorata 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 twothirds of the directors. The Chairman of the Board of Directors conducts all company-related affairs according to law, Articles of Incorporation, resolution of Shareholders' meeting, and Board of Directors' meeting. The Chairman represents the Company externally. 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 23.

Chapter 5. Managerial Officer

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 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. 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 approval of more than half of the directors present, and reported to the shareholders' meeting.

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 abovementioned 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 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 thirtieth amendment was made on June 18, 2020. The thirty-first amendment was made on June 27, 2022.

Attachment 5

Hung Ching Development & Construction Co., Ltd.

Method of election of directors

Article 1: The election of directors of the company shall be conducted in accordance with the provisions of these Regulations, unless otherwise provided by the Company Law, the Securities and Exchange Law, and the Articles of Incorporation of the company.
Article 2: Shareholders may vote electronically for the election of directors of the Company.

In the election of Directors of the Company, unless otherwise provided in the Articles of Incorporation, every share shall have the same right to vote for as many Directors as the number of Directors to be elected, and one person can be elected collectively, or a number of people can be allocated for election, and the person with the greatest number of votes is elected. Independent directors and non-independent directors shall be elected together, and the number of elected persons shall be calculated separately.

No more than half of the Directors of the Company shall be related as a spouse or a relative within second degrees of consanguinity.

If the elected directors of the company do not meet the requirements of the preceding paragraph, the votes obtained by the directors who do not meet the requirements will represent lower voting rights, and the election will be invalid.

Article 2-1: The qualifications and selection of independent directors of the company shall comply with the Company's Articles of Incorporation and relevant laws and regulations.

Independent directors shall possess professional knowledge and shall maintain independence within the scope of business of an executive director, and shall not have any direct or indirect interest in the company. The professional qualifications, shareholding and concurrent employment restrictions, and independence of independent directors shall be determined in accordance with the Company's Articles of Incorporation and relevant laws and regulations. Independent

directors who are not qualified to serve as independent directors in accordance with the Company's Articles of Incorporation and relevant laws and regulations shall be discharged.

Article 3: When the company elects directors, in addition to electronic voting by shareholders, the board of directors prepares ballots equal to the number of directors to be elected and distributes them to shareholders present at the shareholders' meeting.
The voter’s name on the ballot mentioned in the preceding paragraph may be replaced by the attendance card number.
Article 4: Before the election begins, the Chairman shall appoint a number of scrutineers and vote counters to perform the relevant duties. Voting scrutineers may be appointed among the shareholders present.
Article 5: For the election of directors, ballot boxes shall be set up by the board of directors, and ballot boxes shall be checked in public by the scrutineers before voting.
Article 6: If the person to be elected is a shareholder, the elector shall state the name of the person to be elected and the shareholder's account number in the "Elected" column of the ballot paper; if he/she is not a shareholder, he/she shall state the name of the person to be elected and the identity card number. However, when the Government or a corporate shareholder is the person to be elected, the name of the government or legal person to be elected shall be entered in the name of that government or legal person and the name of its representative; where there are several representatives, the names of the representatives shall be added separately.
Article 7: Votes are invalid if one of the following occurs:
(I) Votes that are not regulated in this instance.
(II) Those who places blank votes into the voting box.
(III) The handwriting is illegible or has been altered.
(IV) If the person to be elected is a shareholder, the account name and account number of the shareholder do not match the list of shareholders; if the person to be elected is not a shareholder, the name and identity card number are inconsistent after verification.
(V) The name of the person to be elected (name) or the shareholder's account number (ID card number) and the number of voting rights allocated to him/her, if any, are

added to the information.

(VI) If the account name (name) or shareholder account number (identity card number) of the candidate is not filled in.
(VII) Two or more candidates are listed on the same vote.
Article 8: The company's directors are elected at the shareholders' meeting by persons with legal capacity, and according to the quota stipulated in the Company's Articles of Incorporation, those with more voting rights represented by the votes obtained (including electronic voting) are elected as independent directors and non-independent directors respectively. If two or more people have the same number of rights and exceed the prescribed quota, lots will be drawn by those with the same number of rights or by the Chairman on behalf of those not present.

If the elected directors have been checked and verified that their personal information does not match or unsuitable for office according to relevant laws and regulations, the vacancy will be filled by the candidate with the second majority of votes in the original election at the current shareholders' meeting.

Article 9: After the voting is completed, the votes will be counted on the spot, and the result will be announced by the Chairman on the spot.
Article 10: Elected directors shall be notified separately by the Board of Directors of the Company.
Article 11: Matters not stipulated in these regulations shall be handled in accordance with the company law, the Company's Articles of Incorporation and relevant laws and regulations.
Article 12: These measures shall come into force after being approved by the shareholders' meeting, and the same shall apply when amended.

Attachment 6

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 the event of duplication of proxies, the first to be served shall prevail. However, this does not apply to proxies appointed before the declaration is revoked.

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 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 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 onethird 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 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 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.

Attachment 7

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 closing date of the shareholders' meeting (April 28, 2023), the following are the shareholding status of individuals and the entirety of directors recorded in the Shareholders Register:

		April 28, 2023	April 28, 2023
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: Yen-Yi Tseng
Director	Chia-Pay Chou	67,723	0.025%
Director	Du-Tsuen Uang	2,000	0.001%
Director	Fang-Yin Chen	20,000	0.007%
Director	Ching-Hua Chen	4,176	0.002%
Director	Chien-Hua Yao	2,768	0.001%
Independent Director	Wei-Li Tsuo	206	0.000%
Independent Director	Hong-Long Hong	0	0.000%
Independent Director	Chun-Chin Tu	0	0.000%

Note: 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.

Operating	Operating	Operating	Procedure"
Amendments toprovisions			Currentprovisions
Article 11: Procedures for the control of			Article 11: Procedures for the control of
	endorsement and guarantee of		endorsement and guarantee of
	subsidiaries		subsidiaries
I.	If a subsidiary of the company intends		I. If a subsidiary of the company intends
	to endorse or provide a guarantee for		to endorse or provide a guarantee for
	others, the company shall order the		others, the company shall order the
	subsidiary to formulate its endorsement		subsidiary to formulate its endorsement
	guarantee operation procedures in		guarantee operation procedures in
	accordance with the "Guidelines for		accordance with the "Guidelines for
	Handling Loans and Endorsement		Handling Loans and Endorsement
	Guarantees of Public Companies"		Guarantees of Public Companies"
	promulgated by the Financial		promulgated by the Financial
	Supervisory Commission and should be		Supervisory Commission and should be
	handled in accordance with the		handled in accordance with the
	established operating procedures.		established operating procedures.
II.	The total amount of the subsidiary's		II. The total amount of the subsidiary's
	endorsement guarantee and the amount		endorsement guarantee and the amount
	of the endorsement guarantee for a		of the endorsement guarantee for a
	single entity shall not exceed 200%	~~d~~	single entity shall not exceed 200% and
		~~an~~
	~~150%~~of the net value of the subsidiary's		150% of the net value of the
	latest financial statement.		subsidiary's latest financial statement.
Article 13: Implementation and			Article 13: Implementation and
Amendments			Amendments
I. The formulation or amendment of this			I. The formulation or amendment of this
procedure shall be approved by more			procedure shall be approved by more
than one-half of all members of the			than one-half of all members of the
Audit Committee and submitted to the			Audit Committee and submitted to the
Board of Directors for resolution.			Board of Directors for resolution.
II. If the preceding paragraph is not			II. If the preceding paragraph is not
approved by more than one-half of all			approved by more than one-half of all
members of the audit committee, it			members of the audit committee, it
may be implemented with the consent			may be implemented with the consent
of more than two-thirds of all			of more than two-thirds of all
directors, and the resolution of the			directors, and the resolution of the
audit committee shall be recorded in			audit committee shall be recorded in
the minutes of the board meeting. If			the minutes of the board meeting. If
independent directors object or have			independent directors object or have
reserve opinions, it shall be stated in			reserve opinions, it shall be stated in
the minutes of the board meeting.			the minutes of the board meeting.
III. All the members of the audit			III. All the members of the audit
committee mentioned in the first			committee mentioned in the first

AI assistant

Hung Ching — AGM Information 2023

52140_rns_2023-07-07_ac4325d8-ec7a-43ac-ab0c-ef46a5ec4ac2.pdf

Hung Ching Development & Construction Co., Ltd. Annual Shareholders' Meeting 2023 Meeting Handbook

Table of Contents

Hung Ching Development & Construction Co., Ltd. 2023 Annual Shareholders' Meeting Procedure

Hung Ching Development & Construction Co., Ltd.

2022 Shareholders' Meeting Agenda

Report Items

No 1

Report Items

No 2

Report Items

No 3

Ratification Items

Ratification Items

Item 2 (Proposed by the Board of Directors)

Hung Ching Development & Construction Co., Ltd. Earnings Distribution Table 2022

Discussion Items

Hung Ching Development & Construction Co., Ltd.

Comparison Table of the "Articles of Incorporation" before and after the Amendment

Hung Ching Development & Construction Co., Ltd.

Comparison Table of the Amendment of "Endorsement Guarantee Operating Procedure"

Discussion items

Resolution

Hung Ching Development & Construction Co., Ltd.

Evaluation of Related-Party Transaction - Acquisition of stock rights

II. The reason for choosing the related party as a transaction counterparty.

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:

IV. An evaluation report from a professional appraiser or a CPA's opinion obtained in compliance with the article:

VI. Restrictive covenants and other important stipulations associated with the transaction:

Fairness Opinion

Independent Expert’s Statement

Hung Ching Development & Construction Co., Ltd.

Statements of Cash Flows

Discussion items

Item 4 (Proposed by the Board of Directors)

Election Items

Qualifications of Candidates for Directorship

Other Motions

Adjournment

Business Report

Introduction

Operating Performance

2023 Operating Plan

Future Operating Outlook

Managerial Officer

Report from Audit Committee

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Sales Revenue of Building and Land

Other Matters

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021

Unit: NT$ 1,000

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2021 and 2022

Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

(Continued from the previous page)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

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

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

Hung Ching Development & Construction Co., Ltd.

Parent Company Only Balance Sheets

Unit: NT$ 1,000

(Continued from the previous page)

Hung Ching Development & Construction Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Continued from the previous page)

Hung Ching AGM Information 2023