KEDGE - AGM Information 2020 | FinancialReports.eu

Stock Code: 2546

Meeting Handbook 2020 Annual General Shareholders’ Meeting

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Kedge Construction Co., Ltd.

Time: 9:00 a.m. on June 15, 2020 Location: No. 131, Sec. 3, Heping E. Rd., Da’an Dist., Taipei City , Taiwan (R.O.C.) (1F Lobby of the Company)

	Table of Contents	Table of Contents
Chapter	1. Meeting Procedure .......................................................................................		1
Chapter	2. Meeting Agenda ...........................................................................................		2
	I.	Announcements .....................................................................................	3
	II.	Proposals ................................................................................................	4
	III.	Discussions ............................................................................................	5
	IV.	Elections ................................................................................................	6
	V.	Other Matters .........................................................................................	8
	VI.	Extempore Motions ...............................................................................	8
Chapter	3. Attachments
	I.	2019 Business Report ............................................................................	9
	II.	Supervisors’ Audit Report .....................................................................	12
	III.	Comparison Table for Amendments to the Rules of Procedure for Board of Directors Meetings .................................................................	13
	IV.	Comparison Table for Amendments to the Ethical Corporate Management Best Practice Principles ...................................................	17
	V.	Comparison Table for Amendments to the Corporate Social Responsibility Best Practice Principles .................................................	25
	VI.	Independent Auditors' Report and Financial Statements .......................	27
	VII.	2019 Earnings Distribution ....................................................................	43
	VIII.	Comparison Table for Amendments to the Procedures for Acquisition	44
		or Disposal of Assets .............................................................................
	IX.	Comparison Table for Amendments to the Procedures for Endorsements and Guarantees ...............................................................	50
	X.	Comparison Table for Amendments to the Procedures for Extending Loans to Others ......................................................................................	53
Chapter	4. Appendixes
	I.	Rules of Procedures for Shareholders' Meetings ...................................	56
	II.	Articles of Incorporation .......................................................................	60
	III.	Rules for Election of Directors ..............................................................	66
	IV.	Shareholding of All Directors and Supervisors .....................................	68

Kedge Construction Co., Ltd.

Procedure for the 2020 Annual General Shareholders’ Meeting

I. Call the meeting to Order
II. Chairman’s Remarks
III. Announcements
IV. Proposals
V. Discussions
VI. Elections
VII. Other Matters

VIII. Extempore Motions

IX. Adjournment

Kedge Construction Co., Ltd.

Agenda of the 2020 Annual General Shareholders’ Meeting

Time: 9:00 a.m. on June 15, 2020 (Monday)

Location: No. 131, Sec. 3, Heping E. Rd., Da’an Dist., Taipei City , Taiwan (R.O.C.) (1F Lobby of the Company)
I. Announcements:
(I) 2019 Business Report.
(II) Supervisor’s Review Report on the 2019 Financial Statements.
(III) 2019 Employees’ and Directors’ Remuneration Distribution Report.
(IV) Other Matters:
1. The Company's endorsement/guarantee for others.
2. Amendments to the “Rules of Procedure for Board of Directors Meetings”.
3. Amendments to the “Ethical Corporate Management Best Practice Principles”.
4. Amendments to the “Corporate Social Responsibility Best Practice Principles”.
II. Proposals:
(I) The Company's 2019 Business Report and Financial Statements.
(II) 2019 Earnings Distribution.
III. Discussions:
(I) Amendments to the “Procedures for Acquisition or Disposal of Assets”.
(II) Amendments to the “Procedures for Endorsements and Guarantees”.
(III) Amendments to the “Procedures for Extending Loans to Others”.
IV. Elections:

Election of the Company’s 11th-term Board of Directors (including Independent Directors).

V. Other Matters:
Lifting of non-compete restrictions for newly elected Directors (including Independent Directors).
VI. Extempore Motions:
VII. Adjournment.

I. Announcements

(I) To report on the company’s 2019 Business Report.
Explanation: Please refer to Attachment Ⅰ on page9-11 of the Handbook for the 2019 business report.
(II) To report on the Supervisor’s Review Report on the 2019 Financial Statements. Explanation: Please refer to Attachment Ⅱ on page12 of the Handbook for the Supervisors’ audit review report.
(III) To report on the 2019 Employees’ and Directors’ Remuneration Distribution Report.
Explanation: As approved by the 19th meeting of the 10th-term Board of Directors on Mar. 23, 2020, NT$5,104,567 will be allocated for employees' compensation, and NT$10,209,135 will be allocated for remuneration of Directors and Supervisors, accounting for 1% and 2% of the 2019 annual profit respectively, which will be distributed in cash.
(IV) Other Matters:
The Company's endorsement/guarantee for others: As of Dec. 31, 2019, the Company's endorsement/guarantee for Kindom Development Co., Ltd. is NT$14,192,000.
Amendments to the “Rules of Procedure for Board of Directors Meetings”: To facilitate the requirements for the establishment of the Audit Committee based on the Letter No. 10803619346 issued by Financial Supervisory Commission on Jan. 15, 2020, part of articles of the Company’s “Rules of Procedure for Board of Directors Meetings” are amended accordingly. Please refer to Attachment Ⅲ on page13-16 of the Handbook for the comparison table.
Amendments to the “Ethical Corporate Management Best Practice Principles: To facilitate the requirements for the establishment of the Audit Committee based on the Letter No. 1080008378 issued by Taiwan Stock Exchange Corporation on May 23, 2019, part of articles of the Company’s ”Ethical Corporate Management Best Practice Principles” are amended accordingly. Please refer to Attachment Ⅳ on page17-24 of the Handbook for the comparison table.
Amendments to the “Corporate Social Responsibility Best Practice Principles”:
- Based on the Letter No. 1090002299 issued by Taiwan Stock Exchange Corporation on Feb. 13, 2020, part of articles of the Company’s “Corporate Social Responsibility Best Practice Principles” are amended accordingly. Please refer to Attachment Ⅴ on page25-26 of the Handbook for the comparison table.

II. Proposals

Proposal 1 Proposed by the Board of Directors Proposal: The adopt the Company’s 2019 Business Report and Financial Statements. Explanation:

I. The Company’s 2019 consolidated and individual balance sheets, statements of comprehensive income, statements of changes in equity and statements of cash flows have been prepared and audited by certified public accountants, Ti-Nuan Chien and Shu-Ying Chang of KPMG, and submitted to the annual shareholders' meeting in accordance with the law along with the business report, which has been reviewed by the Supervisors.
II. Please refer to Attachment Ⅰ on page9-11 and Attachment Ⅵ on page27-42 of the Handbook for the 2019 business report, independent auditors' report and the above financial statements.
III. Request for ratification.

Resolution:

Proposal 2 Proposed by the Board of Directors Proposal:To adopt the proposal for the earnings distribution for 2019. Explanation:

I. This proposal has been approved by the 19th meeting of the 10th-term Board of Directors on Mar. 23, 2020.
II. The Company’s undistributed earnings at the beginning of the year of 2019 was NT$390,963,105, plus changes in remeasurements of defined benefit plans for the period was NT$907,016, and the net profit after tax for 2019 was NT$402,348,412. The distributable net profit for the current period was NT$794,218,533. After appropriation of legal capital reserve of NT$40,325,542, it is proposed that NT$318,106,980 be allocated as bonus for shareholders, which will be distributed in cash and round down to NT$1, the aggregated amount of bonus less than NT$1 will be included as other income for the Company.
III. After the case has been approved by the annual shareholders' meeting, the Board of Directors will be authorized to stipulate the ex-dividend date and other related matters.
IV. Please refer to Attachment Ⅶ on page43 of the Handbook for the 2019 Earnings Dstribution.
V. Request for ratification.

Resolution:

III. Discussions:

Proposal 1 Proposed by the Board of Directors

Proposal: Amendments to the “Procedures for Acquisition or Disposal of Assets”. Please conduct relevant discussion.

Explanation:

I. Corresponding to the establishment of the Audit Committee to functionally replace the Supervisors, the Company amended certain articles of the “Procedures for Acquisition or Disposal of Assets”. Please refer to Attachment Ⅷ on page44-49 of the Handbook for the comparison table.
II. Request for resolution.

Resolution:

Proposal 2 Proposed by the Board of Directors
Proposal: Amendments to the “Procedures for Endorsements and Guarantees”. Please conduct relevant discussion.

Explanation:

I. Corresponding to the establishment of the Audit Committee to functionally replace the Supervisors, the Company amended certain articles of the “Procedures for Endorsements and Guarantees”. Please refer to Attachment Ⅸ on page50-52 of the Handbook for the comparison table.
II. Request for resolution.

Resolution:

Proposal 3 Proposed by the Board of Directors Proposal: Amendments to the “Procedures for Extending Loans to Others”. Please conduct relevant discussion.

Explanation:

I. Corresponding to the establishment of the Audit Committee to functionally replace the Supervisors, the Company amended certain articles of the “Procedures for Extending Loans to Others”. Please refer to Attachment Ⅹ on page53-55 of the Handbook for the comparison table.
II. Request for resolution.

Resolution:

IV. Elections

Proposal 1 Proposed by the Board of Directors Proposal: Election of the Company’s 11th-term Board of Directors (including Independent Directors).

Explanation:

I. This proposal has been approved by all Directors in the 20th meeting of the 10th-term Board of Directors on Apr. 24, 2020.
II. The terms of office of the 10th-term Directors and Supervisors of the Company end on Jun. 18, 2020. Re-election shall be held according to the provisions of the Company Act and the Articles of Incorporation.
III. According to Article 15 of the Articles of Incorporation of the Company, nine Directors (including three Independent Directors) shall be elected this time, and an Audit Committee shall be established after the annual shareholders' meeting to replace the Supervisors. The Audit Committee shall consist of all the Independent Directors.
IV. In order to facilitate the date of the re-election of the annual shareholders' meeting, the Directors and Supervisors shall be discharged in advance from the date of re-election. The newly elected Directors shall take office on the date of the re-election, their terms of office shall be 3 years starting on Jun. 15, 2020 and ending on Jun. 14, 2023.
V. According to the laws and regulations and the provisions of the Company’s Articles of Incorporation, the Company’s Directors (including Independent Directors) are elected by the candidate nomination system. The shareholders’ meeting appoints Directors from the list of candidates. The election of the Independent Directors and non-independent Directors are held together, and the ballot and quota are calculated separately. The list of candidates is as follows:

Category	Name	Shareholding (shares) Experience/education	Shareholding (shares) Experience/education
Director	Representative of Kindom Development Co., Ltd.: MikeMa	36,247,768 Shares	Master of Statistics, Columbia University, U.S.A. Chairman of Kindom Development Co., Ltd. Chairman and General manager of Global Mall Co., Ltd. Director of Kindom Yu San Education Foundation
Director	Representative of Kindom Development Co., Ltd.: Mei-ChuLiu	36,247,768 Shares	Bachelor of Chinese Literature, Tamkang University Chairman of Yu-De Investment Co., Ltd. Director of. Kedge Construction Co., Ltd Director of Kindom Development Co., Ltd.
Director	Representative of Kindom Development Co., Ltd.:	36,247,768 Shares	Bachelor of Industrial Engineering, Donghai University Supreme Advisor of Kindom Development Co., Ltd. Director of Global Mall Co., Ltd. Directorof Kindom Yu San Education Foundation

Ching-songTseng	Ching-songTseng
Director Representative of Kindom Development Co., Ltd.: Yi-FangHuang		36,247,768 Shares	Master’s Degree from Construction Engineering and Management Division, Department of Civil Engineering, National Taiwan University Director and Executive Vice manager of Kedge ConstructionCo.,Ltd.
Director Representative of Kindom Development Co., Ltd.: Ai-Wei Yuan		36,247,768 Shares	Master’s Degree from Construction Engineering and Management Division, Department of Civil Engineering, National Taiwan University Director of. Kedge Construction Co., Ltd Senior Vice manager of Kindom Development Co., Ltd.
Director Representative of Kindom Development Co., Ltd.: Shih-Hsuan Chou		36,247,768 Shares	Master’s Degree from Construction Engineering and Management Division, Department of Civil Engineering, National Taiwan University Director and Executive Vice manager of Kedge Construction Co.,Ltd.
Independent Director Hung-Chin Huang		0 Shares	Master of Accounting, Shanghai University of Finance and Economics Certified public accountant with Heng-Hui Joint CPA Firm Assistant professorof Accounting, Fu Jen Catholic University Independent Director of Kedge Construction Co., Ltd. Independent Directorof Kindom DevelopmentCo.,Ltd.
Independent Director Shen-Yu Kung		0 Shares	Master of Business Administration, National Chengchi University Chief Investment Officer of APP-China Vice manager of China Development Industrial Bank Independent Director of Kedge Construction Co., Ltd. Independent Director of Kindom Development Co., Ltd. Independent Director of Donpon Precision Inc. Independent Directorof Ever Power IPPCo.,Ltd.
Independent Director	Gwo-fong Lin	0 Shares	Doctor of Civil Engineering, University of Pittsburgh, U.S.A. Distinguished Professor, Department of Civil Engineering, National Taiwan University Head of Department of Civil Engineering, National Taiwan University Member of the National Council for Sustainable Development of the Executive Yuan Member of the Procurement Appeal Review Committee of the Public Works Committee of the Executive Yuan Editor-in-Chief of China Civil Engineering Journal Academician of the Russian Academy of International Communications

VI. Please hold the election in accordance with the Rules for Election of

Directors.

VII. Submitted for election.

Election Results:

V. Other Matters:

Proposal 1 Proposed by the Board of Directors

Proposal: Lifting of non-compete restrictions for newly elected Directors (including Independent Directors).

Explanation:

I. According to Article 209 of the Company Act, "A Director who does anything within the scope of the Company's business for oneself or on behalf of another person shall explain to the shareholders at the shareholders meeting on the essential contents of such an act and secure their approval. "
II. Lifting of non-compete restrictions for newly elected Directors (including Independent Directors). The Company’s Independent Director Gwo-fong Lin is a candidate for Independent Director of Ruentex Engineering & Construction Co., Ltd. If elected, please agree to lift non-compete restrictions.
III. Request for resolution.

Resolution:

VI. Extempore Motions

VII. Adjournment

Attachment Ⅰ

2019 Business Report

I. Operating Directives

Kedge Construction Co., Ltd. is built on honesty, focusing on construction, striving to uphold the quality of construction and the value of service for the owner, providing professional service to create a win-win situation, innovative engineering methods seeking to co-exist with the environment, and show sincerity by caring for the minority and collaborate with the neighborhood.

The management team has 40 years of construction management experience. In recent years, it has actively developed technological construction management techniques, including using cloud ERP systems, remote co-work platforms, mobile application tools, etc., to ensure competitiveness in four major core competencies, quality, cost, progress, and occupational safety and health. We strive for opportunity to conduct high competitiveness projects of buildings, roads and bridges, rail expansions, tunnels and cutting-edge technology plants to create record performances in new fields and elevate the value of the company.

II.

Operations Overview

In 2019, affected by many uncertain factors such as the US-China trade war, Brexit, and Japan-Korea trade disputes, the momentum for global trade and investment has weakened, the economic growth will continue to slow down, and major global economies begin to shift to easing monetary policies. The slowdown in world economic growth is obvious and estimates have been revised since the third quarter. Although the domestic markets suffered from the disruptions of international trade disputes, however benefiting from the diverted orders, returning business investment, the growth in demands of the domestic market, new applications of intelligent manufacturing of industry 4.0 and communication via 5G and the continued investments in semi-conductors and in green energy such as off-shore wind power, which hopefully will facilitate a steady increase in private investments.

From 2019 the budget allocated for infrastructure-related projects grew and the budget for Foresight Project has been released, however, the projects were delayed due to land acquisition procedure and changes to the projects, thus the boost provided to the construction industry is very limited. The domestic real estate market has seen its worst days and is starting afresh, and the momentum for promoting new projects in the construction industry has increased. In 2019, the total transfer volume of the housing market exceeded 300,000, and the annual growth rate reached 8.03%. The transfer volumes of the housing market for the 6 special municipalities exceed expectation, which is favorable for the management and construction conditions of residence construction projects and increase the chances of subsequent releases of work for contractors.

In 2019, the price of sand and gravel rose sharply due to the shortage of raw materials and the increase in transportation cost. After the government intervened in the negotiations and the

supply rebounded, it has stabilized. The price of ready-mixed concrete continued to increase due to the impact of the price growth in sand and gravel and the properties of the Taiwan Railways in southern Taiwan being turned into public spaces as well as high-tech plants heading into peak season. The domestic steel industry is suffering from the economic downturn caused in the U.S. and China, coupled with the increase in processing costs and the slow-down in the global economy, resulting in reductions in both volume and price. Furthermore, at the beginning of 2020, due to the impact of the COVID-19 outbreak, the prospects for whole sale market for raw materials are still unclear.

In 2019, obtaining certification for ISO 19650 Building Information Modelling (BIM), subsequent to the acquisition of BIM certification from BSI in 2018, the Company becomes the first in the country to obtain certification of both BSI and the verification of the international standard ISO 19650 Building Information Molding (BIM) in 108 and the BSI ISO 19650 Building Information Modelling, in line with international standards. III. Business Performance

The company acted as contractor for a total of 36 projects in 2019 with the total amount reaching NT$48 billion, of which the contracted amount for 7 new projects including the C212 bid for the construction of underground Tainan Station, the turnkey project for the renovation of the Na-Men Building and the market, and TSMC’s F18 N3 pre-construction piles and earthwork is about NT$12 billion, and the contracted amount for 13 completed projects including Kindom Ching-Pu-Hui, the bid of C1 bridge on Provincial Highway 9 and the new construction project of National Taiwan University Hospital Hsin-Chu Branch is about NT$13 billion. The consolidated operating revenue recognized in 2019 taking into account the progress of the operations of projects on hand is NT$11.462 billion, a slight increase of 0.3% from NT$114.29 billion in 2018. The consolidated net profit after tax for the current period is NT$402 million, a slight decrease of 1.47% from NT$408 million in 2018. As of the end of February 2020, there are 26 on-going projects, including 13 residential and commercial office building projects including Kindom Tai-Ching, Kindom Tai-Chi, Kindom Innovation Hall, 2 civil engineering projects including C712A bid of the civil engineering and general electrical and mechanical work project from Pu-An Station to Jinlun Station, C212 bid for the construction of underground Tainan Station and 11 indicative construction and construction of high-tech plants including the turnkey project of construction of new medical buildings for Taipei Veterans General Hospital, the first phase of the BOT project Kaohsiung Municipal Feng-Shan Hospital, the construction of a public building and the building 1 for Academia Sinica Tainan Branch, the turnkey project of Pao-Kao Smart Industrial Park, Na-Men Building and the market, the new construction project for the sport center of Taibeishineihuqunanhu Elementary School and TSMC ’s F18P3 CUP and F18 N3 pre-construction piles and earthwork. The total contracted amount is about NT$42 billion. IV. Budget Execution

Items included in the consolidated operating revenue include construction revenues and non-operating income, totaling NT$11.494 billion, a slight increase of 0.3% compared with

Among them, the proportion of construction revenues is based on the progress of construction and steady investment to achieve the goal of stable revenue scale.

The total of consolidated operating expenses for 2019 is $NT10.994 billion, including construction costs, operating expenses, and non-operating expenses, which was a slight increase of 0.5% compared with 2018. Apart from the fact that the construction costs break even as the scale of the construction increases, for operating expenses, the increase in employee welfare expenses due to the increase in the number of employee, the increase due to salary adjustments and the increase in training expenses due to intensified educational training are all major reasons for the increase in operating expenses from the previous period. V. Profitability Analysis

Kedge Construction Co., Ltd. reached a stable operating scale of NT$10 billion in 2019, and obtains ample funds from contracts. The net cash inflow from consolidated business activities is NT$1.36 billion, and the net cash outflow from consolidated investment and financing activities is NT$426 million. The consolidated volume of cash flow compared to 2018 is $NT1.76 billion, the overall operating status is equivalent to that of 2018, the consolidated net profit is NT$402 million, the earnings per share is NT$3.79.

VI. Research Development Status

Kedge Construction Co., Ltd. Continue to persist on our philosophies of "integrity, quality, service, innovation and sustainability." In 2019, we continue to research and improve the construction method, utilize the BIM technology platform and 3D aerial image applications, and explore the possibility of new technology applications in constructions to provide our customers with the best service. Looking into the future, we will continue to conduct research and development on experimental technologies and innovative applications, implement product design, mass production research and systematic management, value the importance of the integration and applications of remote technology tools, and continue to deepen our core competitiveness.

Chairman: Miriam Ma

General Manager: Hui-Jen Huang

Accounting Supervisor: Li-Ya Chen

Attachment Ⅱ

Supervisors’ Audit Report of Kedge Construction Co., Ltd.

Approval for

The Board of Directors sends the Company’s 2019 financial statements, which have been audited by certified public accountants, Ti-Nuan Chien and Shu-Ying Chang of KPMG, together with the business report and disposition of net income. The Supervisors have reviewed aforementioned statements and did not find any instances of noncompliance. According to Article 219 of the Company Act, they are hereby submitted for your review and perusal.

The Company’s 2020 Annual General Shareholders’ Meeting

Supervisor: Peng-Lung Hua

Mar. 30, 2020

Attachment Ⅲ

Kedge Construction Co., Ltd. Comparison Table for Amendments to the Rules of Procedure for Board of Directors Meetings

Current Provision	After Amendment Explanation	After Amendment Explanation
Article 3 Paragraph 1: Omitted. In convening a meeting of the Board of Directors, a notice shall be given to each Directorand Supervisorno later than 7 days prior to the scheduled meeting date. However, meetings can be held in shorter notices in case of emergency. The meeting notices prescribed in the preceding paragraph may be distributed in electronic form. Paragraph 4: Omitted.	Article 3 Paragraph 1: Omitted. In convening a meeting of the Board of Directors, a notice shall be given to each Director no later than 7 days prior to the scheduled meeting date. However, meetings can be held in shorter notices in case of emergency. The meeting notices prescribed in the preceding paragraph may be distributed inwritten form`、`by fax orelectronic form. Paragraph 4: Omitted. Provision concerning “supervisor” is removed due to the establishment of the Audit Committee. New means of meeting notification are added.
Article 4 The designated unit responsible for the Board meetings shall be thestocks division of the finance department. Paragraph 2 toparagraph 3: Omitted.	Article 4 The designated unit responsible for the Board meetings shall be thefinance and accountingdivision of the finance department. Paragraph 2 toparagraph 3: Omitted. Amended the name of the organization.
Article 7 Board meetings shall be convened and chaired by the Chairman of the Board. However, the first board meeting of each term shall be convened and chaired by the Director whose ballots represent the most voting rights at the shareholders' meeting. When there are two or more persons with the right to convene, they shall choose one from among themselves. Added. Paragraph2:Omitted.	Article 7 Board meetings convened by the Chairman of the Board shall be chaired by the Chairmanof the Board. However, the first meeting of each newly elected Board of Directors shall be convened and chaired by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected. If two or more Directors are so entitled to convene the meeting, they shall select one Director from among themselves to serve as chairperson of the meeting. According to Article 203, Paragraph 4 or Article 203-1, Paragraph 3 of the Company Act, the majority or more of the Directors elect may convene the meeting on their own, and the Directors shall select one director from among themselves to serve as chairperson of the meeting. Paragraph3:Omitted.	Amended in accordance with Letter No. 10803619346 issued by Financial Supervisory Commission on Jan. 15, 2020.

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Current Provision After Amendment Explanation
Article 8 Article 8
When a Board meeting is held, When a Board meeting is held, Amended the
management departments (stocks team management departments (financial name of the
of accounting department of finance and accounting department of finance organization.
division) shall prepare relevant division) shall prepare relevant
information and made available for information and made available for
inspections by the Directors. inspections by the Directors.
Paragraph 2 to paragraph 5: Omitted. Paragraph 2 to paragraph 5: Omitted.
Article 10 Article 10
The agenda items of regular Board The agenda items of regular Board Delete some of the
meetings shall include at least the meetings shall include at least the wording.
following matters: following matters:
I. Omitted. I. Omitted.
II. Discussions: II. Discussions:
(I) Items discussed and (I) Items discussed and
continued from the last continued from the last
meeting. meeting.
(II) Items expect to be discussed (II) Items to be discussed at this
at this meeting. meeting.
III. Omitted. III. Omitted.
Article 12 Article 12
The Company shall submit the The company shall submit the Certain wordings
following items for discussion by the following items for discussion by the are amended and
Board: board: added in
I. Omitted. I. Omitted. accordance with
II. Annual and semi-annual financial II. Annual financial reports signed Order No.
reports and sealed by the Chairman of the 10800063491
With the exception of semi-annual Board, the manager and the issued by the
financial reports which, under relevant accounting supervisor. President on Jun.
laws and regulations, need not be 21, 2019 and
audited and attested by Certified Public Paragraph 4,
Accountants (CPA). Article 3 of the
III. Adoption or amendment of an III. Adoption or amendment of an Corporate
internal control system pursuant to internal control system pursuant to Governance Best
Article 14-1 of the Securities and Article 14-1 of the Securities and Practice
Exchange Act, and assessment of Exchange Act, and assessment of Principles.
the effectiveness of the internal the effectiveness of the internal
control system. control system.
IV~V: Omitted. IV~V: Omitted.
VI. Appointment or discharge of a VI. Appointment or discharge of a
finance manager, accounting finance manager or accounting
manager or internal chief auditor. manager or internal chief auditor
and internal audit personnel.
VII~VIII: Omitted. VII~VIII: Omitted.
Paragraph 2 to Paragraph 4: Omitted. Paragraph 2 to Paragraph 4: Omitted.
Article 15 Article 15
Paragraph 1: Omitted. Paragraph 1: Omitted. Amended in
Added. Where the spouse, a relative within the accordance with
second degree of kinship of a Director, Letter No.
or any company which has a 10803619346
controlling or subordinate relation with issued by
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Current Provision After Amendment Explanation
a Director has interests in the matters Financial
under discussion in the meeting of the Supervisory
preceding paragraph, the director shall Commission on
be deemed to have a personal interest Jan. 15, 2020.
in the matter.
The provisions of Article 180, The provisions of Article 180,
paragraph 2 of the Company Act, as paragraph 2 of the Company Act, as
applied mutatis mutandis under Article applied mutatis mutandis under Article
206, paragraph 2 of that Act, apply to 206, paragraph 4 of that Act, apply to
resolutions of Board meetings when a resolutions of Board meetings when a
Director is prohibited by the preceding Director is prohibited by the preceding
paragraph from exercising voting 2 paragraphs from exercising voting
rights. rights.
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Current Provision After Amendment Explanation	Current Provision After Amendment Explanation	Current Provision After Amendment Explanation
The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 2of that Act, apply to resolutions of Board meetings when a Director is prohibited by the preceding paragraph from exercising voting rights. a Director has interests in the matters under discussion in the meeting of the preceding paragraph, the director shall be deemed to have a personal interest in the matter. The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph4of that Act, apply to resolutions of Board meetings when a Director is prohibited by the preceding 2 paragraphs from exercising voting rights. Financial Supervisory Commission on Jan. 15, 2020.
Article 16 Discussions at a Board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below: I~VI: Omitted. VII. Discussions: The voting method, and result of each proposed resolution; speech summary of Directors, Supervisors, professionals and other persons; name of director having a personal interest pursuant to the Paragraph 1 of the preceding article; description of major aspects of the interest; the reasons for recusal or non-recusal; the circumstances of recusal and objections or reservations which are on the record or in writing. VIII. Extempore motions: Name of proposer, the voting method, and result of each proposed resolution; speech summary of Directors, Supervisors, professionals and other persons; name of director having a personal interest pursuant to the Paragraph 1 of the preceding article; description of major aspects of the interest; the reasons for recusal or non-recusal; the circumstances of recusal and objections or reservations which are on the record or in writing. IX. Omitted. Paragraph 2: Omitted. Any of the following matters in relation to a resolutionpassed at a meetingof	Article 16 Discussions at a Board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below: I~VI: Omitted. VII. Discussions: The voting method, and result of each proposed resolution; speech summary of Directors, professionals and other persons; name of director having a personal interest pursuant to the Paragraph 1 of the preceding article; description of major aspects of the interest; the reasons for recusal or non-recusal; the circumstances of recusal and objections or reservations which are on the record or in writing. VIII. Extempore motions: Name of proposer, the voting method, and result of each proposed resolution; speech summary of directors, professionals and other persons; name of director having a personal interest pursuant to the Paragraph 1 of the preceding article; description of major aspects of the interest; the reasons for recusal or non-recusal; the circumstances of recusal and objections or reservations which are on the record or in writing. IX. Omitted. Paragraph 2: Omitted. Any of the following matters in relation to a resolutionpassed at a meetingof	Provision concerning “supervisor” is removed due to the establishment of the Audit Committee. Same as above. Added report items for the Board’s relevant resolutions due to the establishment of the Audit Committee. Provision concerning “supervisor” is removed.

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Current Provision After Amendment Explanation
the Board of Directors shall be stated in the Board of Directors shall be stated in
the meeting minutes and be published the meeting minutes and be published
on an information reporting website on an information reporting website
designated by the competent authority designated by the competent authority
within 2 days of the meeting: within 2 days of the meeting:
An Independent Director has a I. An Independent Director has a
dissenting or qualified opinion which is dissenting or qualified opinion
on record or stated in a written which is on record or stated in a
statement. written statement.
II. A resolution is adopted with the
approval of two-thirds or more of
all Directors, without having been
passed by the audit committee of
the company.
The minutes of the proceedings shall be The minutes of a board meeting shall
signed or sealed by the chairperson of bear the signature or seal of both the
the meeting and the meeting secretary, chairperson and the minute taker, and a
and shall be distributed to all Directors copy of the minutes shall be distributed
and Supervisors within 20 days after to each director within 20 days after the
the meeting. The minutes shall be meeting.The minutes shall be deemed
deemed important corporate records important corporate records and
and appropriately preserved during the appropriately preserved during the
existence of the Company. existence of the Company.
Paragraph 4: Omitted. Paragraph 4: Omitted.
Added. Article 19 Added the date of
This amendment was made on Mar. 23, this amendment.
2020.
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Attachment Ⅳ

Kedge Construction Co., Ltd. Comparison Table for Amendments to the Ethical Corporate Management Best Practice Principles

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Current Provision After Amendment Explanation
Article 2 Article 2
When engaging in businesses relevant When engaging in businesses relevant to Provision
to the Company’s Directors, the Company’s Directors, managers, concerning
Supervisors, managers, employees, and employees, and mandataries of the “supervisor” is
mandataries of the Company, or persons Company, or persons having substantial removed due to
having substantial control over it control over it ("substantial controllers") the establishment
("substantial controllers") shall not shall not directly or indirectly offer, of the Audit
directly or indirectly offer, promise to promise to offer, request or accept any Committee.
offer, request or accept any illegal illegal benefits, nor commit unethical
benefits, nor commit unethical acts acts including breach of ethics, illegal
including breach of ethics, illegal acts, acts, or breach of fiduciary duty
or breach of fiduciary duty ("unethical ("unethical conduct") for purposes of
conduct") for purposes of acquiring or acquiring or maintaining benefits.
maintaining benefits.
Paragraph 2: Omitted. Paragraph 2: Omitted.
Article 5 Article 5
The Company shall abide by the The Company shall abide by the Amended in
operational philosophies of honesty, operational philosophies of honesty, accordance with
transparency and responsibility, base transparency and responsibility, base Letter No.
policies on the principle of good faith policies on the principle of good faith 1080008378
and establish good corporate and obtain approval from the Board of issued by Taiwan
governance and risk control and Directors, and establish good corporate Stock Exchange
management mechanism to create an governance and risk control and Corporation on
operational environment for sustainable management mechanism so as to create May 23, 2019.
development. an operational environment for
sustainable development.
Article 7 Article 7
When establishing the prevention The Company shall establish a risk Same as above.
program, the Company shall analyze assessment mechanism against unethical
business activities within their business conduct, analyze and assess on a regular
scope which may be at a higher risk of basis business activities within their
being involved in an unethical conduct, business scope which are at a higher risk
and strengthen the preventive measures. of being involved in unethical conduct,
and establish prevention programs
accordingly and review their adequacy
and effectiveness on a regular basis.
The prevention program established by The Company shall refer to prevailing
the Company shall at least include domestic and foreign standards or
preventive measures against the guidelines in establishing the prevention
following: programs, which shall at least include
preventive measures against the
following:
I~VII: Omitted. I~VII: Omitted.
Article 8 Article 8
Added. The Company shall request their Same as above.
Directors and senior management to
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Current Provision	After Amendment	Explanation
The Company and its respective business group shall clearly specify in internal rules and on the company website the ethical corporate management policies and the commitment by the Board of Directors and management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. Added.	issue a statement of compliance with the
	ethical management policy and require in the terms of employment that employees comply with such policy. The Company and the its respective business group shall clearly specify in internal rulesand external documents and on the company websitethe ethical corporate management policies and the commitment by the Board of Directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The Company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs, and retain said information properly.
Article 10 When conducting business, the Company and the its Directors, Supervisors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.	Article 10 When conducting business, the Company and the its Directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.	Provision concerning “supervisor” is removed due to the establishment of the Audit Committee.
Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its Directors, Supervisors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its Directors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Same as above.

Current Provision	After Amendment	Explanation
Article 12 When making or offering donations and sponsorship, the company and the company’s directors, supervisors, managers, employees , mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.	Article 12 When making or offering donations and sponsorship, the Company and the its Directors, managers, employees, mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.	Same as above.
Article 13 The Company and its Directors, Supervisors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.	Article 13 The Company and its Directors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.	Same as above.
Article 14 The Company and its Directors, Supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the Company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.	Article 14 The Company and its Directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.	Same as above.
Article 16 In the course of procurement, manufacture, provision, or sale of products and services, the company’s directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damagingthe rights and interests,	Article 16 In the course of procurement, manufacture, provision, or sale of products and services, the company and their directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damagingthe rights and interests,	Same as above.

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Current Provision After Amendment Explanation
health, and safety of consumers or other health, and safety of consumers or other
stakeholders. stakeholders.
Article 17 Article 17
The Directors, Supervisors, managers, The Directors, managers, employees, Same as above.
employees, mandataries, and substantial mandataries, and substantial controllers
controllers of the Company shall of the Company shall exercise the due
exercise the due care of good care of good administrators to urge the
administrators to urge the company to Company to prevent unethical conduct,
prevent unethical conduct, always always review the results of the
review the results of the preventive preventive measures and continually
measures and continually make make adjustments so as to ensure
adjustments so as to ensure thorough thorough implementation of its ethical
implementation of its ethical corporate corporate management policies.
management policies.
To achieve sound ethical corporate To achieve sound ethical corporate Amended in
management, the Company shall management, the Company shall accordance with
establish a dedicated unit that is under establish a dedicated unit that is under Letter No.
the Board of Directors and responsible the Board of Directors and avail itself of 1080008378
for establishing and supervising the adequate resources and staff itself with issued by Taiwan
implementation of the ethical corporate competent personnel, responsible for Stock Exchange
management policies and prevention establishing and supervising the Corporation on
programs. The dedicated unit shall be in implementation of the ethical corporate May 23, 2019.
charge of the following matters, and management policies and prevention
shall report to the Board of Directors: programs. The dedicated unit shall be in
charge of the following matters, and
shall report to the Board of Directors on
a regular basis (at least once a year):
I. Omitted. I. Omitted.
II. Adopt programs to prevent II. Analyzing and assessing on a
unethical conduct, and set out in regular basis the risk of
each program the standard involvement in unethical conduct
operating procedures and conduct within the business scope, adopting
guidelines with respect to the accordingly programs to prevent
Company's operations and business. unethical conduct, and setting out
in each program the standard
operating procedures and conduct
guidelines with respect to the
Company's operations and
business.
III~VI: Omitted. III~VI: Omitted.
Article 18 Article 18
The Company’s Directors, Supervisors, The Company’s Directors, managers, Provision
managers, employees, mandataries, and employees, mandataries, and substantial concerning
substantial controllers shall comply controllers shall comply with laws and “supervisor” is
with laws and regulations and the regulations and the prevention programs removed due to
prevention programs when conducting when conducting business. the establishment
business. of the Audit
Committee.
Article 19 Article 19
The Company shall adopt policies for The Company shall adopt policies for Same as above.
preventing conflicts of interest to preventing conflicts of interest to
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Current Provision	After Amendment	Explanation
identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for Directors, Supervisors, managers, and other stakeholders attending or present at Board meetings to voluntarily explain whether their interests would potentially conflict with those of the Company. When a proposal at a given Board meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the Directors, Supervisors, managers, and other stakeholders attending or present at Board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given Board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another Director. Directors shall also exercise self-discipline and must not support one another in improper dealings. The Company’s Directors, Supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents,children or anyotherperson.	identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for Directors, managers, and other stakeholders attending or present at Board meetings to voluntarily explain whether their interests would potentially conflict with those of the Company. When a proposal at a given Board meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the Directors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given Board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another Director. Directors shall also exercise self-discipline and must not support one another in improper dealings. The company’s directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or anyotherperson.
Article 20 Paragraph 1: Omitted. The internal audit unit of the company shall examine the Company's compliance withthe foregoing systems and prepare audit reports and submit the	Article 20 Paragraph 1: Omitted. The internal audit unit of the Company shall,based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans, including auditees, audit scope, audit items, audit frequency, andexamine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.	Amended in accordance with Letter No. 1080008378 issued by Taiwan Stock Exchange Corporation on May 23, 2019.
same to the Board of Directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

Current Provision	After Amendment	Explanation
Added.	The results of examination in the preceding paragraph shall be reported to
	senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the Board of Directors.
Article 21 The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide Directors, Supervisors,managers, employees, mandataries, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: I~VIII: Omitted.	Article 21 The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide Directors, managers, employees, mandataries, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: I~VIII: Omitted.	Provision concerning “supervisor” is removed due to the establishment of the Audit Committee.
Article 22 Paragraph 1: Omitted. The Company shall organize training and awareness programs for directors, supervisors,managers, employees, mandataries, and substantial controllers and invite the Company's commercial transaction counterparties so they understand its resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. Paragraph 3: Omitted.	Article 22 Paragraph 1: Omitted. The Company shall organize training and awareness programs for directors, managers, employees, mandataries, and substantial controllers and invite the Company's commercial transaction counterparties so they understand its resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. Paragraph 3: Omitted.	Same as above.
Article 23 The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: I. Omitted. II. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors.Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. Added.	Article 23 The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: I. Omitted. II. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a Director or senior management shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. III. Follow-up measures to be adopted depending on the severity of the	Amended in accordance with Letter No. 1080008378 issued by Taiwan Stock Exchange Corporation on May 23, 2019 and removed provision concerning “supervisor”.

Current Provision	Current Provision	After Amendment	Explanation
III. Documentation and preservation of case acceptance, investigation processes, investigation results and relevant documents. IV. Confidentiality of the identity of whistle-blowers and the content of reported cases. V. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. VI. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall notify the Independent Directorsor Supervisorsin written form. circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority. IV. Documentation and preservation of case acceptance, investigation processes, investigation results and relevant documents. V. Confidentiality of the identity of whistle-blowers and the content of reported cases,and an undertaking regarding anonymous reporting. VI. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. VII. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall notify the Independent Directors in written form.		circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority
Article 26 The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their Directors, Supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.	Article 26 The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their Directors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.		Provision concerning “Supervisor” is removed due to the establishment of the Audit Committee.
Article 27 These Principles shall be implemented after the Board of Directors grants the approval, and shall besent to the supervisorsand reported at a shareholders' meeting.The same procedure shall be followed when these Principles have been amended. The Company had established Independent Directors.When the Companysubmits its ethical corporate	Article 27 These Principles shall be implemented after the Board of Directors grants the approval, and shall be reported at a shareholders' meeting.The same procedure shall be followed when these Principles have been amended. When the Company submits its ethical corporate management best practice principles to the Board of Directors for		Same as above. Amended in accordance with Letter No.

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Current Provision After Amendment Explanation
management best practice principles to discussion pursuant to the preceding 1080008378
the Board of Directors for discussion paragraph, the Board of Directors shall issued by Taiwan
pursuant to the preceding paragraph, the take into full consideration each Stock Exchange
Board of Directors shall take into full Independent Director's opinions. Any Corporation on
consideration each Independent objections or reservations of any May 23, 2019.
Director's opinions. Any objections or Independent Director shall be recorded
reservations of any Independent in the minutes of the Board meeting. An
Director shall be recorded in the Independent Director that cannot attend
minutes of the Board meeting. An the Board meeting in person to express
Independent Director that cannot attend objections or reservations shall provide
the Board meeting in person to express a written opinion before the Board
objections or reservations shall provide meeting, unless there is some legitimate
a written opinion before the board reason to do otherwise, and the opinion
meeting, unless there is some legitimate shall be specified in the minutes of the
reason to do otherwise, and the opinion Board meeting.
shall be specified in the minutes of the
Board meeting.
The Company has established the Audit Deleted. Provision
Committee, so the provisions regarding concerning
Supervisors in these Principles shall “supervisor” is
apply mutatis mutandis to the Audit removed due to
Committee. the establishment
of the Audit
Committee.
Added. Article 28
This amendment was made on Mar. 23, Added the date of
2020. this amendment.
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Attachment Ⅴ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Corporate Social Responsibility Best Practice Principles

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Current Provision After Amendment Explanation
Article 3 Article 3
Paragraph 1: Omitted. Paragraph 1: Omitted. Amended in
Added. The Company shall conduct risk accordance with
assessments on environmental, social, Letter No.
and corporate governance issues related 1090002299 issued
to its operations in accordance with the by Taiwan Stock
materiality principle, and formulate Exchange
relevant risk management policies or Corporation on
strategies. Feb. 13, 2020.
Article 17 Article 17
The Company shall monitor the impact The Company shall evaluate the Same as above.
of climate change on their operations potential risks and opportunities of
and should establish company climate change to the company now
strategies for energy conservation and and in the future, and take measures to
carbon and greenhouse gas reduction deal with climate-related issues.
based upon their operations and the The Company shall adopt standards or
result of a greenhouse gas inventory. guidelines generally used in Taiwan
Such strategies should include and abroad to enforce corporate
obtaining carbon credits to promote greenhouse gas inventory and to make
and minimize the impact of their disclosures thereof, the scope of which
business operations on climate change. shall include the following:
I. Direct greenhouse gas
emissions:emissions from
operations that are owned or
controlled by the Company.
II. Indirect greenhouse gas emissions:
emissions resulting from the
generation of externally purchased
or acquired electricity, heating, or
steam.
The Company shall collect statistics on
greenhouse gas emissions, water
consumption and total weight of waste,
and formulate policies for energy
conservation and carbon, greenhouse
gas reduction and reduction of water
consumption and other policies
concerning waste management. Such
strategies should include obtaining
carbon credits to promote and minimize
the impact of their business operations
on climate change.
Article 21 Article 21
The Company shall create an The Company shall create an Same as above.
environment conducive to the environment conducive to the
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Current Provision After Amendment Explanation
development of its employees’ careers development of its employees’ careers,
and establish effective training establish effective training programs to
programs to foster career skills and foster career skills, formulate and
appropriately reflect the corporate implement reasonable employee
business performance or achievements welfare measures (including
in the employees’ remuneration policy, compensation, leaves and other
to ensure the recruitment, retention, benefits), etc. and appropriately reflect
and motivation of human resources, the corporate business performance or
and achieve the objective of achievements in the employees’
sustainable operations. remuneration, to ensure the
recruitment, retention, and motivation
of human resources, and achieve the
objective of sustainable operations.
Article 24 Article 24
Paragraph 1: Omitted. Paragraph 1: Omitted. Same as above.
The Company shall adhere to relevant The Company shall adhere to relevant
regulations and international standards regulations and international standards
for marketing and labeling of products for the protection of the customers’
and services. The Company shall not health, safety and privacy, marketing
engage in any activities involving and labeling for the products and
deceptive or misleading behaviors, services. The Company shall not
frauds, or other actions which may engage in any activities involving
diminish the trust of consumers or deceptive or misleading behaviors,
damage consumer interest. frauds, or other actions which may
diminish the trust of consumers or
damage consumer interest.
Article 26 Article 26
Paragraph 1: Omitted. Paragraph 1: Omitted. Same as above.
Prior to engaging in commercial The Company shall formulate a
dealings, the Company shall assess supplier management policy that
whether there is any record of a requires suppliers to follow relevant
supplier's impact on the environment regulations on issues such as
and society, and avoid conducting environmental protection, occupational
transactions with those against safety and health, or labor human
corporate social responsibility policy. rights. Prior to engaging in commercial
dealings, the company shall assess
whether there is any record of a
supplier's impact on the environment
Paragraph 3: Omitted. and society, and avoid conducting
transactions with those against
corporate social responsibility policy.
Paragraph 3: Omitted.
Added. Article 32
This amendment was made on Mar. 23, Added the date of
2020. this amendment.
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Attachment Ⅵ

Independent Auditors' Report

To the Board of Directors of Kedge Construction Co., Ltd.,

Audit Opinion

We have audited the consolidated balance sheets of Kedge Construction Co., Ltd., and its subsidiaries ("the Kedge Group") as of December 31, 2019, and 2018, the related consolidated statements of comprehensive income, changes in equity and cash flows for the year 2019 and 2018 from January 1 to December 31, and notes to consolidated financial statements (including a summary on material accounting policies) for the years then ended.

In our opinion, the above consolidated financial report in all material aspects are in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations and Interpretation Announcements endorsed and released effective by the Financial Supervisory Commission (FSC), and are sufficient to present the consolidated financial position of the Kedge Group as of December 31, 2019, and 2018, and its consolidated financial performance and consolidated cash flows for the year 2019 and 2018 from January 1, to December 31.

Foundation of Audit Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. Our responsibility under those standards will be further described in the section titled "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements". Following the code of professional ethics of accountants, the persons subject to the independence standards of our affiliated accounting firm have maintained their independence from the Kedge Group and fulfilled other responsibilities of the standards. We are convinced that we have acquired enough and appropriate audit evidence to serve as the foundation of the audit opinion.

Key Audit Matters

In our professional judgment, key audit matters refer to the most substantial matters in the audit of the consolidated financial statements of the Kedge Group for the year ended December 31, 2019. These matters were addressed in our audit of the consolidated financial report as a whole and forming our audit opinion. We do not express a separate opinion on these matters. In our judgment, key audit matters that shall be communicated in the audit report are as follows:

I. Construction Contracts

For accounting policies regarding construction contracts, please refer to Note 4 (14) of the consolidated financial statements for revenue recognition. For accounting estimates and hypothetical uncertainties of estimated total contract costs for construction contracts, please refer to Note 5 of the consolidated financial statements. For details of revenue recognition, please refer to Note 6 (16) of the consolidated financial statements for revenue from customer contracts.

Description of Key Audit Matters:

The change of the total contract price of the construction contract, such as the addition and reduction of the construction and the price index subsidy, involves a high degree of judgment by management. The miscalculation of gross contract revenue may cause significant changes in profit and loss during the financial reporting period, and therefore there are significant risks. Also, the Kedge Group recognizes the revenue and cost of contracts under construction according to the percentage of completion method, while the degree of completion is calculated based on the proportion of the incurred contract cost to the estimated total contract cost as of the financial reporting date. The total cost of the construction contract involves a high degree of estimation and judgment of the management, and the miscalculations disclosed above may cause significant differences in the timing of recognition for profit and loss and the current financial statements. Corresponding Audit Procedures:

Our main audit procedures regarding the aforementioned key audit matters included the following:

Test the internal control and implementation effectiveness of the contract and collection; obtain the detail list of addition and reduction of the total contract price of each construction for the current period; randomly check the external documents such as the contract, agreement, owner's communication or site coordination meeting minutes, as well as the valuation information of each period the condition of the owner's acceptance.
Test and evaluate the effectiveness of the internal control system and implementation of procurement contracting and construction budgeting operations; randomly check external documents such as construction price lists, contracts, daily construction reports, invoices, and construction budgets, and check with construction budgets to verify the appropriateness of collection and accumulation of the construction type; randomly evaluate the preparation process of the construction budget of the management team and checks the pricing information of each period to calculate the percentage of completion of the construction; randomly check and execute the cut-off point test of the construction in progress for the period before and after the balance sheet date.

Other Matters

Kedge Construction Co., Ltd. has prepared the individual financial statements for the years ended in 2019 and 2018, for which we have already issued an audit report with an unqualified opinion for reference.

Responsibilities of the Management and Governing Body for the Consolidated Financial Report

It is the management's responsibility to fairly present the consolidated financial statements in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations and Interpretation Announcements endorsed and released effective by the Financial Supervisory Commission (FSC) and to sustain essential internal controls respecting the preparation of the consolidated financial statements so as to ensure that there is no material misrepresentation in the consolidated financial statements due to fraud or error.

In the preparation of the consolidated financial statements, the responsibility of management also includes the assessment of the sustainability of the Kedge Group, disclosure of relevant matters, as well as the adoption of the accounting base for continuing operations, unless the management intends to liquidate the Kedge Group or terminate the business, or there is no practicable measure other than liquidation or termination of the business.

The governing body (including Supervisors) of the Kedge Group is responsible for supervising the financial reporting process.

Auditor's Responsibility for Auditing Consolidated Financial Statements

The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance as to whether the consolidated financial statements as a whole contains any material untruthful expression that may lead to fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high degree of assurance but is not a guarantee that an audit conducted in accordance with the Generally Accepted Auditing Standards will always detect the existence of any material misrepresentation in the consolidated financial statements. Misrepresentation may be due to fraud or error. It is considered to be material if the misrepresented individual amount or the aggregated total can be reasonably expected to affect the economic decisions made by the users of the consolidated financial statements.

When auditing in accordance with Generally Accepted Auditing Standards, we practice professional judgment and maintains professional suspicion. We also perform the following tasks:

Identify and assess the risks of material misrepresentation in the consolidated financial statements due to fraud or error. Design and implement applicable countermeasures for the assessed risks, as well as obtain sufficient and appropriate audit evidence as to the basis of audit opinions. Because fraud may involve collusion, forgery, intentional omission, untrue declaration or the override of internal control, the risk of not detecting the material misrepresentation caused by fraud is higher than that caused by the error.
To acquire the necessary understanding of internal control relevant to audit so as to design appropriate audit procedures under the circumstances, but its purpose is not to express opinions on the effectiveness of internal control of the Kedge Group.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by management.
Based on the audit evidence obtained, conclude on the appropriateness of the accounting base for continuing operations adopted by the management and whether there is a material uncertainty in the events or circumstances that may cause material doubts about the sustainability of the Kedge Group for continuing operations. If we believe that there is a material uncertainty in such events or circumstances, we shall remind the users of the consolidated financial statements to pay attention to the relevant disclosure of the consolidated financial statements in the audit report or we shall amend the audit opinion when such disclosure is inadequate. Our conclusions are based on the audit evidence obtained as of the audit report date. However, future events or circumstances may result in the Kedge Group no longer having the ability to going concerned.

Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements fairly represent the underlying transactions and events.
Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group to express opinions on the consolidated financial statements. We are responsible for the guidance, supervision, and implementation of the Group's audit cases, and for forming the Group's audit opinions.

The matters we communicate with the governance body include the planned audit scope and time, as well as material audit findings (including a significant lack of internal control identified in the audit process).

We also provide the governance body with a declaration that the persons subject to the independence standards of our affiliated accounting firm have complied with the code of professional ethics of accountants, and communicate with the governance body all relations and other matters (including relevant protective measures) that may affect the independence of CPAs.

From the matters communicated with the governance body, we conclude the key audit matters for the audit of the Kedge Group's consolidated financial statements for 2019. We state such matters in the audit report unless the law or regulation does not allow public disclosure of specific matters. Or in rare circumstances, we determine not to communicate specific matters in the audit report due to the reasonable probability that the negative impact of such communication is greater than the public interest.

KPMG

Taipei,Taiwan Republic of China March 23, 2020

Notices to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in 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 language independent auditors’ report and consolidated financial statements shall prevail.

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries Consolidated Balance Sheets December 31, 2019 and 2018

Unit: NT$ thousands

2019.12.31	2019.12.31	2019.12.31	2018.12.31 Amount % - - 960,840 14 394,924 6 2,656,398 38 246,844 4 86,775 1 23,045 - 4,368,826 63	2018.12.31 Amount % - - 960,840 14 394,924 6 2,656,398 38 246,844 4 86,775 1 23,045 - 4,368,826 63
Amount % $ 2,526,409 31 74,118 1 1,594,708 19 1,127,588 14 1,913,375 23 205,683 2 22,524 1 243,636 3	Amount % $ 150,000 2 988,111 12 361,911 4 3,599,351 43 258,940 3 50,362 1 18,850 - 5,427,525 65
	5,427,525		4,368,826
7,708,041 94	102,482 1 5,719 - - - 108,201 1		79,261 1 2,719 - 55 - 82,035 1
20,506 - 344,872 4 63,116 1 4,393 - 102,544 1 24,060 - 1,361 - 7,955 -
			82,035
	5,535,726	66	4,450,861	64
	1,060,357 13 518,241 6 1,036,204 13 126,159 2		1,060,357 15 518,208 7 951,056 14 3,177 - 2,532,798 36
568,807 6
	2,740,961	34	2,532,798
	161 - 2,741,122 34		124 - 2,532,922 36
	2,741,122		2,532,922
$ 8,276,848 100	$ 8,276,848	100	6,983,783	100

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

2019	% 100 94	2018
Amount $ 11,462,442 10,744,281		Amount 11,429,192 10,700,319	%
			100 94
718,161	6	728,873	6
247,780	2	226,054	2
470,381	4	502,819	4
24,635 7,027 (2,130) 1	1 - - -	26,715 (10,341) (2,002) 8	1 - - - 1
29,533	1	14,380
499,914 97,558	5 1	517,199 109,686	5 1
402,356	4	407,513	4
907 123,011	- 1	571 (897)	- - - 4
123,918	1	(326)
$ 526,274	5	407,187
$ 402,348 8	4 -	407,506 7	4 - 4
$ 402,356	4	407,513
$ 526,237 37	5 -	407,180 7	4 - 4
$ 526,274	5	407,187
$	3.79		3.84
$	3.79		3.83

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

		Equity attributable to the ownerofthe parent company	Equity attributable to the ownerofthe parent company	Equity attributable to the ownerofthe parent company	Equity attributable to the ownerofthe parent company	Equity attributable to the ownerofthe parent company		Non-controlli nginterest	Total equity
Equity	Capital surplus	Retained earnings			Otherequityitems		Total equity attributable to owners of theparent
					Unrealized profit or loss of financial assets measured at fair value through other comprehensive income	Unrealized profit or loss of available-for- sale financial assets
Share capital - ordinaryshare		Legal capital surplus	Undistributed earnings	Total
$ 1,060,357 -	518,031 -	171,703 -	592,677 7,636	764,380 7,636	- 4,074	11,710 (11,710)	2,354,478 -	117 -	2,354,595 -
1,060,357	518,031	171,703	600,313	772,016	4,074	-	2,354,478	117	2,354,595
- -	- -	- -	407,506 571	407,506 - 571 (897)		- -	407,506 (326)	7 -	407,513 (326)
-	-	-	408,077	408,077 (897)		-	407,180	7	407,187
	- - 177	29,532 - -	(29,532) (229,037) -	- - (229,037) - - -		- - -	- (229,037) 177	- - -	- (229,037) 177
1,060,357 - -	518,208 - -	201,235 - -	749,821 402,348 907	951,056 3,177 402,348 - 907 122,982		- - -	2,532,798 402,348 123,889	124 8 29	2,532,922 402,356 123,918
-	-	-	403,255	403,255 122,982		-	526,237	37	526,274
	- - 33	40,751 - -	(40,751) (318,107) -	- - (318,107) - - -		- - -	- (318,107) 33	- - -	- (318,107) 33
$ 1,060,357	518,241 241,986		794,218	1,036,204 126,159		-	2,740,961	161	2,741,122

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries

Consolidated Statements of Cash Flows

January 1 to December 31, 2019 and 2018

Cash flows from operating activities: Profit before tax Adjustments: Income and expenses item Depreciation expense Net (profit) loss on financial assets or liabilities at fair value through profit or loss, Interest expense Interest revenue Dividend income Share of profit of associates and joint ventures using equity method recognition Total income and expense items Movement of assets/liabilities relating to operating activities Net movement of assets relating to operating activities: Reduction of financial assets enforced at fair value through profit or loss Decrease (increase) in contract asset Increase in notes and accounts receivable Notes and accounts receivable - decrease (increase) in related parties Decrease (increase) in prepayments Increase in other current assets Decrease (increase) in other financial assets Increase in non-current net defined benefit assets- Total net movement of assets relating to operating activities Total net movement of liabilities relating to operating activities Increase in contract liabilities Increase (decrease) in notes payable Increase in accounts payable Increase in other payables Increase in liability reserve Increase (decrease) in other current liabilities Increases (decreases) in net defined benefit liabilities Increase (decrease) in other non-current liabilities Total net movement of liabilities relating to operating activities Total net movement of assets and liabilities relating to operating activities Total adjustment items Cash inflow (outflow) generated from operation Interest collection Dividends collection Interest payment Income tax payment Net cash inflow (outflow) from operating activities Cash flows from investing activities Decrease in other financial assets Net cash inflow from investing activities Cash flows from financing activities Increase in short-term loans Decrease in short-term loans Increase in short-term promissory notes payable Decrease in short-term promissory notes payable Repayment of lease principal amount Cash dividend distribution Net cash outflow from financing activities Increase (decrease) in cash and cash equivalents Opening balance of cash and cash equivalents of the period Ending balance of cash and cash equivalents of the period		Unit: 2019 $ 499,914 941 (7,027) 2,130 (6,289) (12,870) (1) (23,116) 84 (384,984) (370,327) 723,273 (27,383) (1,793) 98,707 (1,361) 36,216 27,271 (33,013) 942,953 12,129 23,221 (4,317) 852 (1,305) 967,791 1,004,007 980,891 1,480,805 5,813 12,870 (2,130) (137,046) 1,360,312 1,287 1,287 321,000 (171,000) 90,000 (90,000) (120) (318,107) (168,227) 1,193,372 1,333,037 $ 2,526,409	Unit: 2019 $ 499,914 941 (7,027) 2,130 (6,289) (12,870) (1) (23,116) 84 (384,984) (370,327) 723,273 (27,383) (1,793) 98,707 (1,361) 36,216 27,271 (33,013) 942,953 12,129 23,221 (4,317) 852 (1,305) 967,791 1,004,007 980,891 1,480,805 5,813 12,870 (2,130) (137,046) 1,360,312 1,287 1,287 321,000 (171,000) 90,000 (90,000) (120) (318,107) (168,227) 1,193,372 1,333,037 $ 2,526,409	NT$ thousands 2018 517,199 829 6,455 2,002 (13,606) (7,728) (8)

		(23,116)		(12,056)
		84 (384,984) (370,327) 723,273 (27,383) (1,793) 98,707 (1,361)		322 279,886 (107,887) (1,135,546) 21,802 (4,414) (9,716) -
		36,216		(955,553)
		27,271 (33,013) 942,953 12,129 23,221 (4,317) 852 (1,305)		19,140 76,636 231,216 7,327 20,176 1,569 (576) 1,197
		967,791		356,685
		1,004,007		(598,868)
		980,891		(610,924)
		1,480,805 5,813 12,870 (2,130) (137,046)		(93,725) 13,495 7,728 (2,002) (67,464)
		1,360,312		(141,968)
		1,287		2,907
		1,287		2,907
		321,000 (171,000) 90,000 (90,000) (120) (318,107)		436,000 (586,000) 50,000 (100,000) - (229,037)
		(168,227)		(429,037)
		1,193,372 1,333,037		(568,098) 1,901,135
		$ 2,526,409		1,333,037

Independent Auditors' Report

To the Board of Directors of Kedge Construction Co., Ltd.:

Audit Opinion

We have audited the balance sheets of Kedge Construction Co., Ltd. as of December 31, 2019, and 2018, the statements of comprehensive income, changes in equity and cash flows for the year 2019 and 2018 from January 1 to December 31, as well as notes to parent company only financial statements (including a summary on material accounting policies) for years then ended.

In our opinion, the aforementioned parent company only financial statements in all material aspects are in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and are sufficient to present the financial position of Kedge Construction Co., Ltd. as of December 31, 2019, and 2018, and its financial performance and cash flows for the year 2019 and 2018 from January 1, to December 31.

Foundation of Audit Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. Our responsibility under those standards will be further described in the section titled "Auditor's Responsibilities for the Audit of Parent Company Only Financial Statements." Following the code of professional ethics of accountants, the persons subject to the independence standards of our accounting firm have maintained their independence from the Kedge Construction Co., Ltd. and fulfilled other responsibilities of the standards. We are convinced that we have acquired enough and appropriate audit evidence to serve as the foundation of the audit opinion.

Key Audit Matters

In our professional judgment, key audit matters refer to the most substantial matters in the audit of parent company only financial statements of Kedge Construction Co., Ltd. for the year ended December 31, 2019. These matters were addressed in our audit of parent company only financial statements as a whole and forming our audit opinion. We do not express a separate opinion on these matters. In our judgment, key audit matters that shall be communicated in the audit report are as follows:

I. Construction Contracts
Please refer to Note 4 (13) "revenue recognition" of parent company only financial statements for details of the accounting policies related to the building contracts. Please refer to Note 5 of parent company only financial statements for details of the accounting estimates and assumed uncertainties of estimated total contract cost of the building contracts. Please refer to Note 6 (15) "revenue of the client contracts" of parent company only financial statements for details of revenue recognition and the accumulated cost incurred.

Description of Key Audit Matters:

The change of the total contract price of the construction contracts, such as the addition and reduction of the construction and the price index subsidy, involves a high degree of judgment by management. The miscalculation of gross contract revenue may cause material changes in profit and loss during the financial reporting period, and therefore there are significant risks. Also, Kedge Construction Co., Ltd. recognizes the revenue and cost of contracts under construction according to the percentage of completion method, while the degree of completion is calculated based on the proportion of the incurred contract cost to the estimated total contract cost as of the financial reporting date. The total cost of the construction contracts involves a high degree of estimation and judgment of the management, and the miscalculations disclosed above may cause significant differences in the timing of recognition for profit and loss and the current financial statements.

Corresponding Audit Procedures:

Our main audit procedures regarding the aforementioned key audit matters included the following:

Test the internal control and implementation effectiveness of the contract and collection; obtain the detail list of addition and reduction of the total contract price of each construction for the current period; randomly check the external documents such as the contract, agreement, owner's communication or site coordination meeting minutes, as well as the valuation information of each period the condition of the owner's acceptance.
Test and evaluate the effectiveness of the internal control system and implementation of procurement contracting and construction budgeting operations; randomly check external documents such as construction price lists, contracts, daily construction reports, invoices, and construction budgets, and check with construction budgets to verify the appropriateness of collection and accumulation of the construction type; randomly evaluate the preparation process of the construction budget of the management team and checks the pricing information of each period to calculate the percentage of completion of the construction; randomly check and execute the cut-off point test of the construction in progress for the period before and after the balance sheet date.

Responsibilities of the Management and Governing Body for the Parent Company Only Financial Statements

It is the management's responsibility to fairly present the parent company only financial statements in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to sustain essential internal controls respecting the preparation of the parent company only financial statements so as to ensure that there is no material misrepresentation in the parent company only financial statements due to fraud or error.

In the preparation of the parent company only financial statements, the responsibility of management also includes the assessment of the sustainability of going concerned for Kedge Construction Co., Ltd., disclosure of relevant matters, as well as the adoption of the accounting base for continuing operations, unless the management intends to liquidate the Kedge Construction Co., Ltd. or terminate the business, or there is no practicable measure other than liquidation or termination of the business.

The governing body (including Supervisors) of Kedge Construction Co., Ltd. is responsible for supervising the financial reporting process.

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

The purpose of our audit is to provide reasonable assurance that the parent company only financial statements as a whole do not contain material misrepresentation arising from fraud or errors, and to issue an independent auditors' report. Reasonable assurance is a high degree of assurance but is not a guarantee that an audit conducted in accordance with the Generally Accepted Auditing Standards will always detect the existence of any material misrepresentation in the parent company only financial statements. Misrepresentation may be due to fraud or error. It is considered to be material if the misrepresented individual amount or the aggregated total can be reasonably expected to affect the economic decisions made by the users of the parent company only financial statements.

When auditing in accordance with Generally Accepted Auditing Standards, we practice professional judgment and maintains professional suspicion. We also perform the following tasks:

Identify and assess the risks of material misrepresentation in the parent company only financial statements due to fraud or error; design and implement applicable countermeasures for the assessed risks, as well as obtaining sufficient and appropriate audit evidence as to the foundation of audit opinions. Because fraud may involve collusion, forgery, intentional omission, untrue declaration or the override of internal control, the risk of not detecting the material misrepresentation caused by fraud is higher than that caused by the error.
To acquire the necessary understanding of internal control relevant to audit so as to design appropriate audit procedures under the circumstances, but its purpose is not to express opinions on the effectiveness of internal control of Kedge Construction Co., Ltd.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by management.
Based on the audit evidence obtained, conclude on the appropriateness of the accounting base for continuing operations adopted by the management and whether there is a material uncertainty in the events or circumstances that may cause material doubts about the sustainability of going concerned for Kedge Construction Co., Ltd. If we believe that there is a material uncertainty in such events or circumstances, we shall remind the users of the parent company only financial statements to pay attention to the relevant disclosure of the parent company only financial statements in our auditor's report or we shall amend the audit opinion when such disclosure is inadequate. Our conclusions are based on the audit evidence obtained as of the date of our auditor's report. However, future events or circumstances may result in Kedge Construction Co., Ltd. no longer having the ability to going concerned.

Evaluate the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements fairly represent the underlying transactions and events.

Obtain sufficient and appropriate audit evidence for the financial information of the invested company adopting the equity method to express opinions on the parent company only financial statements. We are responsible for the guidance, supervision, and implementation of the audit cases, and for forming the audit opinions for Kedge Construction Co., Ltd.

We also provide the governance body with a declaration that the persons subject to the independence standards of our accounting firm have complied with the code of professional ethics of accountants, and communicate with the governance body all relations and other matters (including relevant protective measures) that may be considered to affect our independence.

From the matters communicated with the governance body, we conclude the key audit matters of the audit for the parent company only financial statements in 2019 of Kedge Construction Co., Ltd. We state such matters in the audit report unless the law or regulation does not allow public disclosure of specific matters. Or in rare circumstances, we determine not to communicate specific matters in the audit report due to the reasonable probability that the negative impact of such communication is greater than the public interest.

KPMG

Taipei,Taiwan Republic of China March 23, 2020

Notices to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in 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 language independent auditors’ report and financial statements shall prevail.

KEDGE CONSTRUCTION CO., LTD. Balance Sheets December 31, 2019 and 2018 2019.12.31 2018.12.31 Amount % Amount % $ 2,288,640 28 1,130,538 16 22,474 - 17,835 - 1,127,588 15 737,620 11 1,908,205 23 2,626,309 38 1,555,198 19 1,195,153 17 202,562 2 174,816 3 20,579 - 17,943 - 243,552 4 341,814 7 7,368,798 91 6,242,028 92 15,950 - 10,225 - 573,005 7 432,163 6 53,254 1 53,501 1 102,544 1 103,010 1 23,814 - 20,734 - 1,361 - - - 7,955 - 9,241 - 777,883 9 628,874 8 $ 8,146,681 100 6,870,902 100 Liabilities and equity Current liabilities: 2100 Short-term loans 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2300 Other current liabilities - Non-current liabilities: 2552 Warranty long-term provisions 2640 Net defined benefit liabilities - non-current 2600 Other non-current liabilities - Total liabilities Equity 3100 Share capital 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	KEDGE CONSTRUCTION CO., LTD. Balance Sheets December 31, 2019 and 2018 2019.12.31 2018.12.31 Amount % Amount % $ 2,288,640 28 1,130,538 16 22,474 - 17,835 - 1,127,588 15 737,620 11 1,908,205 23 2,626,309 38 1,555,198 19 1,195,153 17 202,562 2 174,816 3 20,579 - 17,943 - 243,552 4 341,814 7 7,368,798 91 6,242,028 92 15,950 - 10,225 - 573,005 7 432,163 6 53,254 1 53,501 1 102,544 1 103,010 1 23,814 - 20,734 - 1,361 - - - 7,955 - 9,241 - 777,883 9 628,874 8 $ 8,146,681 100 6,870,902 100 Liabilities and equity Current liabilities: 2100 Short-term loans 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2300 Other current liabilities - Non-current liabilities: 2552 Warranty long-term provisions 2640 Net defined benefit liabilities - non-current 2600 Other non-current liabilities - Total liabilities Equity 3100 Share capital 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	Unit: NT$ thousands 2019.12.31 2018.12.31 Amount % Amount % $ 150,000 2 - - 978,454 12 995,684 14 356,433 4 377,531 5 3,497,894 43 2,538,707 37 253,702 3 241,283 5 47,929 1 81,171 1 18,572 - 22,914 - 5,302,984 65 4,257,290 62 101,321 1 78,040 1 - - 55 - 1,415 - 2,719 - 102,736 1 80,814 1 5,405,720 66 4,338,104 63 1,060,357 13 1,060,357 15 518,241 6 518,208 8 1,036,204 13 951,056 14 126,159 2 3,177 - 2,740,961 34 2,532,798 37 $ 8,146,681 100 6,870,902 100	Unit: NT$ thousands 2019.12.31 2018.12.31 Amount % Amount % $ 150,000 2 - - 978,454 12 995,684 14 356,433 4 377,531 5 3,497,894 43 2,538,707 37 253,702 3 241,283 5 47,929 1 81,171 1 18,572 - 22,914 - 5,302,984 65 4,257,290 62 101,321 1 78,040 1 - - 55 - 1,415 - 2,719 - 102,736 1 80,814 1 5,405,720 66 4,338,104 63 1,060,357 13 1,060,357 15 518,241 6 518,208 8 1,036,204 13 951,056 14 126,159 2 3,177 - 2,740,961 34 2,532,798 37 $ 8,146,681 100 6,870,902 100	Unit: NT$ thousands 2019.12.31 2018.12.31 Amount % Amount % $ 150,000 2 - - 978,454 12 995,684 14 356,433 4 377,531 5 3,497,894 43 2,538,707 37 253,702 3 241,283 5 47,929 1 81,171 1 18,572 - 22,914 - 5,302,984 65 4,257,290 62 101,321 1 78,040 1 - - 55 - 1,415 - 2,719 - 102,736 1 80,814 1 5,405,720 66 4,338,104 63 1,060,357 13 1,060,357 15 518,241 6 518,208 8 1,036,204 13 951,056 14 126,159 2 3,177 - 2,740,961 34 2,532,798 37 $ 8,146,681 100 6,870,902 100
	Amount % 1,130,538 16 17,835 - 737,620 11 2,626,309 38 1,195,153 17 174,816 3 17,943 - 341,814 7
		5,302,984		4,257,290
7,368,798 91	6,242,028 92	101,321 1 - - 1,415 - 102,736 1
15,950 - 573,005 7 53,254 1 102,544 1 23,814 - 1,361 - 7,955 - 777,883 9 $ 8,146,681 100	10,225 - 432,163 6 53,501 1 103,010 1 20,734 - - - 9,241 - 628,874 8 6,870,902 100
		102,736		80,814
		5,405,720	66	4,338,104
		1,060,357 13 518,241 6 1,036,204 13 126,159 2
		2,740,961	34	2,532,798
		$ 8,146,681	100	6,870,902

KEDGE CONSTRUCTION CO., LTD. Statements of Comprehensive Income January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

	2019	% 100 94	2018	2018	%
	Amount 11,362,618 10,667,867		Amount 11,318,212 10,623,142
$					100 94
	694,751	6		695,070	6
	234,713	2		211,859	2
	460,038	4		483,211	4
	8,849 4,723 (2,053) 23,586	- - - -		17,958 (5,413) (2,002) 17,610	- - - - - 4 1
	35,105	-		28,153
	495,143 92,795	4 1		511,364 103,858
	402,348	3		407,506	3
	907 122,982	- 1		571 (897)	- - - - 3
	123,889	1		(326)
	123,889	1		(326)
$	526,237	4		407,180
$		3.79			3.84
$		3.79			3.83

KEDGE CONSTRUCTION CO., LTD. Statement of Changes in Equity January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

Equity	Capital surplus	Retained earnings	Retained earnings	Retained earnings	Other equityitems	Other equityitems	Total equity
					Unrealized profit or loss of financial assets measured at fair value through other comprehensive income	Unrealized profit or loss of available-for-sale financial assets
Share capital - ordinaryshare		Legal capital reserve	Undistributed earnings	Total
$ 1,060,357 -	518,031 -	171,703 -	592,677 7,636	764,380 7,636	- 4,074	11,710 (11,710)	2,354,478 -
	518,031	171,703	600,313	772,016	4,074	-	2,354,478
- -	- -	- -	407,506 571	407,506 571	- (897)	- -	407,506 (326)
-	-	-	408,077	408,077	(897)	-	407,180
- - -	- - 177	29,532 - -	(29,532) (229,037) -	- (229,037) -	- - -	- - -	- (229,037) 177
1,060,357 - -	518,208 - -	201,235 - -	749,821 402,348 907	951,056 402,348 907	3,177 - 122,982	- - -	2,532,798 402,348 123,889
-	-	-	403,255	403,255	122,982	-	526,237
- - -	- - 33	40,751 - -	(40,751) (318,107) -	- (318,107) -	- - -	- - -	- (318,107) 33
$ 1,060,357	518,241	241,986	794,218	1,036,204	126,159	-	2,740,961

KEDGE CONSTRUCTION CO., LTD. Statements of Cash Flows January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

Cash flows from operating activities: Profit before tax for the period Adjustments: Income and expenses item Depreciation expense Net (profit) loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest revenue Dividend income Share of profit of subsidiaries, associates and joint ventures using equity method recognition Total income and expense items Movement of assets/liabilities relating to operating activities: Net movement of assets relating to operating activities: Reduction of financial assets enforced at fair value through profit or loss Increase in notes and accounts receivable Notes and accounts receivable - decrease (increase) in affiliates Decrease (increase) in contract asset Decrease (increase) in prepayments Increase in other current assets Decrease (increase) in other financial assets Increase in non-current net defined benefit assets- Total net movement of assets relating to operating activities Total net movement of liabilities relating to operating activities Increase (decrease) in notes payable Increase in accounts payable Increase (decrease) in contract liabilities Increase in other payable Increase in liability reserve Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liabilities Increase (decrease) in other non-current liabilities Total net movement of liabilities relating to operating activities Total net movement of assets and liabilities relating to operating activities Total adjustment items Cash inflows (outflows) generated from operation Interest collection Dividends collection Interest payment Income tax payment Net cash inflow (outflow) from operating activities Cash flows from investing activities Decrease in other financial assets Net cash inflow from investing activities Cash flows from financing activities Increase in short-term loans Decrease in short-term loans Increase in short-term promissory notes payable Decrease in short-term promissory notes payable Cash dividend distribution Overdue unclaimed dividends Net cash outflow from financing activities Increase (decrease) in cash and cash equivalents Opening balance of cash and cash equivalents of the period Ending balance of cash and cash equivalents of the period		2019 $ 495,143 713 (4,723) 2,053 (5,540) (500) (23,586)	2018 511,364 755 1,527 2,002 (13,123) (250) (17,610)

		(31,583)	(26,699)
		84 (389,968) 718,104 (360,045) (27,746) (2,636) 98,665 (1,361)	48 (94,237) (1,148,353) 256,758 24,767 (4,804) (9,722) -
		35,097	(975,543)
		(21,098) 959,187 (17,230) 12,452 23,281 (4,342) 852 (1,304)	66,543 219,440 53,984 6,501 20,481 1,590 (576) 1,197
		951,798	369,160
		986,895	(606,383)
		955,312	(633,082)
		1,450,455 5,138 500 (2,053) (129,117)	(121,718) 13,016 250 (2,002) (64,467)
		1,324,923	(174,921)
		1,286	2,909
		1,286	2,909
		321,000 (171,000) 90,000 (90,000) (318,107) -	436,000 (586,000) 50,000 (100,000) (229,037) 177
		(168,107)	(428,860)
		1,158,102 1,130,538	(600,872) 1,731,410
		$ 2,288,640	1,130,538

Attachment Ⅶ

Kedge Construction Co., Ltd.

Earnings Distribution

2019

Unit: NT$

Beginning balance of undistributed earnings $ 390,963,105 Add: Changes of remeasurements of defined 907,016 benefit plans for the period Add: Net profit after tax 402,348,412 Distributable net profit 794,218,533 Less: Appropriation of legal capital reserve (40,325,542) Less: Allocation Items Shareholders' bonus - cash dividend (318,106,980) (NT$3 per share) Undistributed earnings at the end of the $ 435,786,011 period

Note: Shareholder dividends are distributed primarily by the 2019 annual surplus.

General Manager: Hui-Jen Huang

Accounting Supervisor: Li-Ya Chen

Chairman: Miriam Ma

Attachment Ⅷ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets

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Current Provision After Amendment Explanation
IV. Operating procedures: IV. Operating procedures:
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Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets
Current Provision After Amendment Explanation
IV. Operating procedures:	IV. Operating procedures:
(I) Authorization limits and levels 1`～`2:Omitted. 3. When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more: The Company shall in accordance with the provisions in Chapter II of these rules, prepare relevant information and submit such information to the Board of Directors and the Supervisors. The Company may not proceed to enter into a transaction contract or make a payment until the information submitted have been approved by the Board of Directors and recognized by the Supervisors. 4. Omitted. 5. Others: Shall be handled in accordance with the operating procedures stipulated by the internal control system and verification authority. If the transaction amount reaches the publishing standard in Article 5, except for acquisition and disposal of the equipment or right-of-use assets for business use, land acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale may request rectification of the Board of Directors after the fact,all other	(I) Authorization limits and levels 1`～`2:Omitted. 3. When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, it shall prepare relevant information and submit such information to the Board of Directors andthe Audit Committee in accordance with the provisions in Chapter II of these Rules. The Company may not proceed to enter into a transaction contract or make a payment until the information submitted have been approved by the Board of Directors and the Audit Committee. 4. Omitted. 5. Others: Shall be handled in accordance with the operating procedures stipulated by the internal control system and verification authority. If the transaction amount reaches the publishing standard in Article 5, except for acquisition and disposal of the equipment or right-of-use assets for business use, land acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale may request rectification of the Board of Directors after the fact,all other	Added provisions for relevant items to be submitted for resolution due to the establishment of the Audit Committee.

Current Provision		After Amendment	Explanation
acquisition and disposal shall be approved by the Board of Directors. Situations stipulated under Article 185 of the Company Act shall be approved by the shareholders' meeting. (II) Omitted.	acquisition and disposal shall be approved by the Board of Directors. Where an item is submitted for discussion in accordance with the preceding paragraph, the item shall first be approved by one-half or more of all Audit Committee members and submitted to the Board of Directors for a resolution. If approval of one-half or more of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by two-thirds or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. Situations stipulated under Article 185 of the Company Act shall be approved by the shareholders' meeting. (II) Omitted.	acquisition and disposal shall be approved by the Board of Directors. Where an item is submitted for discussion in accordance with the preceding paragraph, the item shall first be approved by one-half or more of all Audit Committee members and submitted to the Board of Directors for a resolution. If approval of one-half or more of all Audit Committee members as required is not
VII. Scope and Limits to Investment: In addition to acquiring assets held for business use, the Company and its subsidiaries may also invest in the purchase of real estate and right-to-use assets or securities not held for business use. The limits are as follows respectively. In Subparagraphs 4 and 5 below, long-term investments where the Company and its subsidiaries participate in incorporation or act as Directorsand Supervisorsmay be excluded from the calculation. Subsidiaries shall be as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. (I)~(VI): Omitted.	VII. Scope and Limits to Investment: In addition to acquiring assets held for business use, the Company and its subsidiaries may also invest in the purchase of real estate and right-to-use assets or securities not held for business use. The limits are as follows respectively. In Subparagraphs 4 and 5 below, long-term investments where the Company and its subsidiaries participate in incorporation or act as Directors may be excluded from the calculation. Subsidiaries shall be as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. (I)~(VI): Omitted.		Replaced the Supervisors with the Audit Committee.
VIII. Control for the acquisition and disposal of assets by subsidiaries: (I) Omitted. (II) Assets acquired or disposed by the Company's subsidiaries shall be conducted in accordance with the separate Internal Control System and Procedures for Acquisition or Disposal of Assets. The subsidiaries shall compile monthly reports on the status of acquired or disposed assets with values exceeding NT$10 million or where the aggregated amount of transactions of the same	VIII. Control for the acquisition and disposal of assets by subsidiaries: (I) Omitted. (II) Assets acquired or disposed by the Company's subsidiaries shall be conducted in accordance with the separate Internal Control System and Procedures for Acquisition or Disposal of Assets. The subsidiaries shall compile monthly reports on the status of acquired or disposed assets with values exceeding NT$10 million or where the aggregated amount of		Same as above.

Current Provision	After Amendment	Explanation
nature exceeds NT$10 million in the preceding month and the status of derivatives trading up to the end of the preceding month, and report to the Company in writing before the 5th day of each month. The audit unit of the Company shall list the assets acquired or disposed by the subsidiaries to others as one of the monthly audit items, and the auditing situation shall be listed as one of the necessary items in the audit report to the Board of Directors and Supervisors. (III)~(IV): Omitted.	transactions of the same nature exceeds NT$10 million in the preceding month and the status of derivatives trading up to the end of the preceding month, and report to the Company in writing before the 5th day of each month.The audit unit of the Company shall list the assets acquired or disposed by the subsidiaries to others as one of the monthly audit items, and the auditing situation shall be listed as one of the necessary items in the audit report to the Board of Directors andthe Audit Committee. (III)~(IV): Omitted.
IX. Penalties: In the event that the the persons in charge of the Company's acquisition or disposal of assets violate the Regulations Governing the Acquisition and Disposal of Assets by Public Companies from the competent authority or this Procedures, the following measures shall be taken depending on the violation. The record of non-compliance will serve as a reference for the annual performance evaluation. (I)~(II): Omitted. (III) If the Board of Directors or Directors violated the relevant regulations and the resolutions of the shareholders' meeting, theSupervisors shall notify the Board of Directors or Directors in accordance with Article 218-2 of the CompanyAct.	IX. Penalties: In the event that the persons in charge of the Company's acquisition or disposal of assets violate the Regulations Governing the Acquisition and Disposal of Assets by Public Companies from the competent authority or this Procedures, the following measures shall be taken depending on the violation. The record of non-compliance will serve as a reference for the annual performance evaluation. (I)~(II): Omitted. (III) If the Board of Directors or Directors violated the relevant regulations and the resolutions of the shareholders' meeting,the Audit Committee shall notify the Board of Directors or Directors in accordance with Article 218-2 of the CompanyAct.	Same as above.
XI. Resolution procedure: When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets as stated in the most recent individual financial statements, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of moneymarket funds	XI. Resolution procedure: When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets as stated in the most recent individual financial statements, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of moneymarket funds	Same as above.

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Current Provision After Amendment Explanation
issued by domestic securities investment issued by domestic securities investment
trust enterprises, the Company may not trust enterprises, the Company may not
proceed to enter into a transaction proceed to enter into a transaction
contract or make a payment until the contract or make a payment until the
following matters have been submitted following matters have been submitted
to the board by the units responsible for to the board by the units responsible for
implementation and approved by the implementation and approved by the
Board of Directors and recognized by Board of Directors and the Audit
the Supervisors: Committee:
(I)~(VII): Omitted. (I)~(VII): Omitted.
Paragraph 2: Omitted. Paragraph 2: Omitted.
XIII. Matters shall be handled when the XIII. Matters shall be handled when the
appraised transaction cost is lower appraised transaction cost is lower
than the transaction price: than the transaction price:
Paragraphs 1 to 2: Omitted. Paragraphs 1 to 2: Omitted. Same as above.
Where the Company acquires real Where the Company acquires real
property or right-of-use assets thereof property or right-of-use assets thereof
from a related party and the results of the from a related party and the results of the
appraised transaction cost conducted in appraised transaction cost conducted in
accordance with the preceding Article accordance with the preceding Article
are uniformly lower than the transaction are uniformly lower than the transaction
price in the absence of the circumstances price in the absence of the circumstances
mentioned in Paragraphs 1 of this mentioned in Paragraphs 1 of this
Article, the following steps shall be Article, the following steps shall be
taken: taken:
(I) Omitted. (I) Omitted.
(II) Supervisors shall comply with (II) Audit Committee shall comply with
Article 218 of the Company Act. Article 218 of the Company Act.
(III) Omitted. (III) Omitted.
Paragraphs 4 to 5: Omitted. Paragraphs 4 to 5: Omitted.
XIV. Transaction Principles and XIV. Transaction Principles and
Guidelines: Guidelines:
(I) Transaction type: The Company (I) Transaction type: The Company Amendments to
may engage in the types of derivative may engage in the types of derivative the wording to
commodities, including forward commodities, including forward replace the
contracts, options, interest rate and contracts, options, interest rate and Supervisors
exchange rate exchanges, futures, and exchange rate exchanges, futures, with the Audit
composite contracts of the leverage contracts, hybrid contracts Committee.
above-mentioned commodities. combining the above contracts; or hybrid
Approval from the Board of Directors contracts or structured products
shall be obtained before engaging in containing embedded derivatives.
transactions involving other instruments. Approval from the Audit Committee and
the Board of Directors shall be obtained
before engaging in transactions
involving other instruments.
(II)~(VI): Omitted. (II)~(VI): Omitted.
XVI. Internal audit system: XVI. Internal audit system:
(I) The Company’s auditors shall, on a (I) The Company’s auditors shall, on a Replace the
regular basis, check the adequacy of the regular basis, check the adequacy of the supervisors with
Company's internal control system for Company's internal control system for the members of
derivatives transactions. They shall derivatives transactions. They shall the audit
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Current Provision	After Amendment Explanation	After Amendment Explanation
conduct monthly audits on the trading department to ensure compliance according to Procedures for Derivatives Trading. Audit reports shall be produced. The auditors are required to immediately notify the Chairman of the Board and senior management designated by the Board of Directors and advisethe Supervisors and the Independent Directorsin writing if any significant violations are found. (II) Omitted.	conduct monthly audits on the trading department to ensure compliance according to Procedures for Derivatives Trading. Audit reports shall be produced. The auditors are required to immediately notify the Chairman of the Board and senior management designated by the Board of Directors and advisethe members of the Audit Committeein writing if any significant violations are found. (II) Omitted. committee.
XXVI. With respect to any asset acquisition or disposal that is subject to the approval of the Board of Directors in accordance with the Procedures or other laws or regulation, if any Director expresses dissent and it is contained in the records or a written statement, the Company shall submit information regarding the Director's dissenting opinion to theSupervisors. Paragraph 2: Omitted.	XXVI. With respect to any asset acquisition or disposal that is subject to the approval of the Board of Directors in accordance with the Procedures or other laws or regulation, if any Director expresses dissent and it is contained in the records or a written statement, the Company shall submit information regarding the Director's dissenting opinion to the members of theAudit Committee. Paragraph 2: Omitted. Same as above.
XXVII. The Procedures shall first be passed by the Board of Directors and delivered toall Supervisorsbefore it is submitted to the shareholders' meeting for approval and implementation. The same shall apply to any amendment. If a Director expresses dissent and it is contained in the records or a written statement, the information regarding the Director's dissenting opinion shall be submitted tothe Supervisors. Added. Added.	XXVII. The Procedures shall first be passed by the Board of Directors and the Audit Committeebefore it is submitted to the shareholders' meeting for approval and implementation. The same shall apply to any amendment. If a Director expresses dissent and it is contained in the records or a written statement, the information regarding the Director's dissenting opinion shall be submitted to the members of the Audit Committee. Where the Procedure is submitted for discussion of the Audit Committee in accordance with the preceding paragraph, the Procedure shall first be approved by one-half or more of all Audit Committee members and submitted to the Board of Directors for a	Added provisions for relevant items to be submitted for resolution due to the establishment of the Audit Committee.
	resolution. If approval of one-half or more of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by two-thirds or more of all Directors, and the resolution of the Audit
	Committee shall be recorded in the minutes of the Board meeting. The terms"all Audit Committee

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Current Provision After Amendment Explanation
members” and "all Directors" in
paragraph 2 shall be counted as the
actual number of persons currently
holding those positions.
When the Procedures are submitted for When the Procedures are submitted for
discussion by the Board of Directors discussion by the Board of Directors
pursuant to the preceding paragraph, the pursuant to the Paragraph 1, the board of
board of Directors shall take into full directors shall take into full
consideration the opinions of each consideration the opinions of each
Independent Director; Independent Independent Director; Independent
Directors' opinions specifically Directors' opinions specifically
expressing assent or dissent and the expressing assent or dissent and the
reasons for dissent shall be included in reasons for dissent shall be included in
the minutes of the Board meeting. the minutes of the Board meeting.
XXVIII. This amendment was made on XXVIII. This amendment was made on Added
Jun. 17, 2019. Jun. , 2020. amendment date
of this
amendment.
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Attachment Ⅸ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Procedures for Endorsements and Guarantees

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Current Provision After Amendment Explanation
Chapter 5. Endorsement/Guarantee Chapter 5. Endorsement/Guarantee
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Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Endorsements and Guarantees	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Endorsements and Guarantees	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Endorsements and Guarantees	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Endorsements and Guarantees
Current Provision After Amendment Explanation
Chapter 5. Endorsement/Guarantee	Chapter 5. Endorsement/Guarantee
Procedures I. Omitted. Added. II~III:Omitted. IV. Internal auditors shall audit the Procedures for Endorsements and Guarantees and the implementation at least once every quarter and prepare written records accordingly. They shall promptly notifythe each Supervisor and Independent Director in writing of any material violation found. V. Omitted. VI. If due to changes of circumstances in the Company, the party to whom the Company provides endorsements/guarantees no longer satisfies the criteria set in the Procedure, or the amount of endorsements/guarantees exceeded the limits,the competent department	Procedures I. Omitted. II. Endorsements and guarantees of a material nature shall be approved by one-half or more of all Audit Committee members and submitted to the Board of Directors for a resolution. If approval of one-half or more of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by two-thirds or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The terms"all Audit Committee members”and"all Directors"shall be counted as the actual number of persons currently holding those positions. III~IV:Omitted. V. The internal auditor shall audit the Procedures for Endorsements and Guarantees and its execution process at least quarterly and prepare written records accordingly. If any material violation is found,the each member of the audit committeeshall be immediately notified in writing. VI. Omitted. VII. If due to changes of circumstances in the Company, the party to whom the Company provides endorsements/guarantees no longer satisfies the criteria set in the Procedure, or the amount of endorsements/guarantees exceeded the limits,the competent department	Procedures Omitted. Endorsements and guarantees of a material nature shall be approved by one-half or more of all Audit Committee members and submitted to the Board of Directors for a resolution. If approval of one-half or	In accordance with the provisions of the Audit Committee Organizational Rules, added endorsements and guarantees of a material nature shall be approved by the committee. Adjustment to the numbering. Adjustment to the numbering and replacement for the Supervisors with Audit Committee members. Adjustment to the numbering. Adjustment to the numbering and replacement for the Supervisors with Audit Committee
		more of all Audit Committee members as required is not obtained,
		the procedures may be implemented if approved by two-thirds or more of
		all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board
IV. V. VI.

	Current Provision	Explanation
shall formulate a corrective plan, obtain the approval of the Chairman of the Board and provide such plan to each supervisors and Independent Directorand the proposed corrective actions should be implemented within the period specified in the plan. VII~VIII: Omitted. shall formulate a corrective plan, obtain the approval of the Chairman of the Board and provide such plan to each member of the Audit Committeeand the proposed corrective actions should be implemented within the period specified in the plan. XIII~IX: Omitted.		members. Adjustment to the numbering.
Chapter 7. Procedures for Controlling and Managing Endorsements/Guarantees by Subsidiaries I. Omitted. II. If a subsidiary of the Company is to make endorsements/guarantees for others, it shall do so in accordance with the internal control system and the Procedures for Endorsements and Guarantees, and shall submit the written reports of the previous month’s endorsement/guarantee balances, subjects and dates to the Company on the 5th day of each month. The audit unit of the Company shall list the endorsements/guarantees provided by subsidiaries as one of the monthly audit items, The implementation of this audit shall be listed as a necessary item when reporting audit operations to the Board of Directors and Supervisors. III. Omitted. Chapter 7. Procedures for Controlling and Managing Endorsements/Guarantees by Subsidiaries I. I. Omitted. II. If a subsidiary of the Company is to make endorsements/guarantees for others, it shall do so in accordance with the internal control system and the Procedures for Endorsements and Guarantees, and shall submit the written reports of the previous month’s endorsement/guarantee balances, subjects and dates to the Company on the 5th day of each month. The audit unit of the Company shall list the endorsements/guarantees provided by subsidiaries as one of the monthly audit items, The implementation of this audit shall be listed as a necessary item when reporting audit operations tothe Audit Committee and the Board of Directors. III. Omitted.		Replace the supervisors with the audit committee.
Chapter 11. Penalties In the event that the persons in charge of the Company's provision of endorsements/guarantees violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies from the Financial Supervisory Commission or this Procedures, the following measures shall be taken depending on the violation. The record of non-compliance will serve as a reference for the annual performance evaluation. I~II: Omitted.	Chapter 11. Penalties In the event that the the persons in charge of the company's provision of endorsements/guarantees violate the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” from the Financial Supervisory Commission or this Procedures, the following measures shall be taken depending on the violation. The record of non-compliance will serve as a reference for the annual performance evaluation. I~II: Omitted.

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Current Provision After Amendment Explanation
III. If the Board of Directors or Directors III. If the Board of Directors or Directors Replaced the
violated the relevant regulations and violated the relevant regulations and Supervisors
the resolutions of the shareholders' the resolutions of the shareholders' with the Audit
meeting, the Supervisors shall notify meeting, the Audit Committee shall Committee.
the Board of Directors or Directors in notify the Board of Directors or
accordance with Article 218-2 of the Directors in accordance with Article
Company Act. 218-2 of the Company Act.
Chapter 12. Other Matters Chapter 12. Other Matters
I. Omitted. I. Omitted.
II. The Procedures will be implemented II. The Procedures will be implemented Added
after passing resolution of the Board after passing resolution of the Board provisions for
of Directors and being sent to of Directors and Audit Committee relevant items
Supervisors and shareholders' and being sent to the shareholders' to be
meeting for approval. If there is any meeting for approval. If there is any submitted for
Director expresses dissent and it is Director expresses dissent and it is resolution due
contained in the records or a written contained in the records or a written to the
statement, the Company shall send statement, the Company shall send establishment
the dissenting opinions to the the dissenting opinions to the of the Audit
supervisors and report them to members of the Audit Committee Committee.
shareholders' meeting for and report them to shareholders'
discussions. The same shall apply to meeting for discussions. The same
any amendment. shall apply to any amendment.
Added. III. Where the Procedure is submitted for
discussion of the Audit Committee in
accordance with the preceding
paragraph, the Procedure shall first
be approved by one-half or more of
all audit committee members and
submitted to the Board of Directors
Added. for a resolution. If approval of
one-half or more of all Audit
Committee members as required is
not obtained, the procedures may be
implemented if approved by
two-thirds or more of all Directors,
and the resolution of the Audit
Committee shall be recorded in the
minutes of the Board meeting.
IV. The terms "all Audit Committee
members” and "all Directors" in
paragraph 3 shall be counted as the
actual number of persons currently
holding those positions.
III. Omitted. V. Omitted. Adjustment to
the
numbering.
Chapter 13. This amendment was made Chapter 13. This amendment was made Added
on Jun. 17, 2019. on Jun. , 2020. amendment
date of this
amendment.
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Attachment Ⅹ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Procedures for Extending Loans to Others

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Current Provision After Amendment Explanation
Article 5 Loaning of Funds Operations Article 5 Loaning of Funds Operations
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Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Extending Loans to Others	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Extending Loans to Others	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Extending Loans to Others	Kedge Construction Co., Ltd. Comparison Table for Amendments to the Procedures for Extending Loans to Others
Current Provision After Amendment Explanation
Article 5 Loaning of Funds Operations	Article 5 Loaning of Funds Operations
(I) Procedures 1. Omitted. Added. 2. Omitted. 3. Internal auditors shall audit the Procedures for Extending Loans to Others and the implementation status on a quarterly basis and develop written records accordingly. If any material violation is found, the company shall immediately notify all the Supervisorsin writing. 4. Omitted. 5. If, due to changes of circumstances in the Company, a borrower no longer satisfies the criteria set forth in the relevant regulations or its balance exceeds the maximum lending limit, the financial unit shall provide a corrective plan to the eachSupervisor and the proposed corrective actions should be implemented within the period specified in the plan.	(I) 1. 2. 3. 4. 5. 6.	Procedures Omitted. Loan extensions of a material nature shall be approved by one-half or more of all Audit Committee members and submitted to the Board	In accordance with the provisions of the Audit Committee Organizational Rules, added loan extensions of a material nature shall be approved by the Committee. Adjustment to the numbering. Adjustment to the numbering and replacement for the Supervisors with Audit Committee members. Adjustment to the numbering. Adjustment to the numbering and replacement for the Supervisors with Audit Committee members.
2. 3. 4. 5.
		of Directors for a resolution. If approval of one-half or more of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by two-thirds or more of all
		Directors, and the resolution of the Audit Committee shall be recorded in
		the minutes of the Board meeting. The terms"all Audit Committee members”and"all Directors"shall be counted as the actual number of persons currently holding those positions. Omitted. Internal auditors shall audit the Procedures for Extending Loans to Others and the implementation status on a quarterly basis and develop written records accordingly. If any material violation is found, the Company shall immediately notify allthe members of the Audit Committeein writing. Omitted. If, due to changes of circumstances in the company, a borrower no longer satisfy the criteria set forth in the relevant regulations or its balance exceeds the maximum lending limit, the financial unit shall provide a corrective plan to the eachmember of the Audit Committeeand the proposed corrective actions should be implemented within the period specified in theplan.

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Current Provision After Amendment Explanation
(II) Omitted. (II) Omitted.
Article 9 Procedures for Controlling and Article 9 Procedures for Controlling and
Managing Extension of Loans by Managing Extension of Loans by
Subsidiaries Subsidiaries
(I) Omitted. (I) Omitted.
(II) If a subsidiary of the Company is to (II) If a subsidiary of the Company is to Replaced the
extend loans to others, it shall do so extend loans to others, it shall do so Supervisors
in accordance with the internal in accordance with the internal with the Audit
control system and the Procedures control system and the Procedures Committee.
for Extending Loans to Others, and for Extending Loans to Others, and
shall submit the written reports of shall submit the written reports of
the previous month’s loan balances, the previous month’s loan balances,
borrowers and dates to the Company borrowers and dates to the Company
on the 5th day of each month. The on the 5th day of each month. The
audit unit of the Company shall list audit unit of the Company shall list
the loans extended by subsidiaries as the loans extended by subsidiaries as
one of the monthly audit items, The one of the monthly audit items, the
implementation of this audit shall be implementation of this audit shall be
listed as a necessary item when listed as a necessary item when
reporting audit operations to the reporting audit operations to the
Board of Directors and Supervisors. Audit Committee and the Board of
Directors.
(III) Omitted. (III) Omitted.
Article 10 Penalties Article 10 Penalties
In the event that the the persons in charge In the event that the persons in charge of
of the Company's extension of loans the Company's extension of loans violate
violate the Regulations Governing the Regulations Governing Loaning of
Loaning of Funds and Making of Funds and Making of
Endorsements/Guarantees by Public Endorsements/Guarantees by Public
Companies from the Financial Companies from the Financial
Supervisory Commission or this Supervisory Commission or this
Procedures, the following measures shall Procedures, the following measures shall
be taken depending on the violation. The be taken depending on the violation. The
record of non-compliance will serve as a record of non-compliance will serve as a
reference for the annual performance reference for the annual performance
evaluation. evaluation.
(I)~(II): Omitted. (I)~(II): Omitted.
(III) If the Board of Directors or (III) If the Board of Directors or Replaced the
Directors violated the relevant Directors violated the relevant Supervisors
regulations and the resolutions of regulations and the resolutions of with the Audit
the shareholders' meeting, the the shareholders' meeting, the Audit Committee.
Supervisors shall notify the Board Committee shall notify the Board
of Directors or Directors in of Directors or Directors in
accordance with Article 218-2 of accordance with Article 218-2 of
the Company Act. the Company Act.
Article 11 The Procedures will be Article 11 The Procedures will be Added
implemented after passing resolution of implemented after passing resolution of provisions for
the Board of Directors and being sent to the Board of Directors and Audit relevant items
Supervisors and shareholders' meeting Committee and being sent to the to be submitted
for approval. If there is any Director shareholders' meeting for approval. If for resolution
expresses dissent and it is contained in there is any Director expresses dissent due to the
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Current Provision After Amendment Explanation
the records or a written statement, the and it is contained in the records or a establishment
Company shall send the dissenting written statement, the Company shall of the Audit
opinions to the Supervisors and report send the dissenting opinions to the Committee.
them to shareholders' meeting for members of the Audit Committee and
discussions. The same shall apply to any report them to shareholders' meeting for
amendment. discussions. The same shall apply to any
amendment.
Added. Where the Procedure is submitted for
discussion of the Audit Committee in
accordance with the preceding
paragraph, the Procedure shall first be
approved by one-half or more of all
Audit Committee members and
Added. submitted to the Board of Directors for a
resolution. If approval of one-half or
more of all Audit Committee members as
required is not obtained, the procedures
may be implemented if approved by
two-thirds or more of all Directors, and
the resolution of the Audit Committee
shall be recorded in the minutes of the
Board meeting.
The terms "all Audit Committee
members” and "all Directors" in
paragraph 2 shall be counted as the
actual number of persons currently
holding those positions.
Paragraph 2: Omitted. Paragraph 4: Omitted. Adjustment to
the numbering.
Article 12 This amendment was made on Article 12 This amendment was made on Added
Jun. 17, 2019. Jun. , 2020. amendment
date of this
amendment.
----- End of picture text -----

Appendix Ⅰ

Kedge Construction Co., Ltd. Rules of Procedures for Shareholders' Meetings

		Kedge Construction Co., Ltd. Rules of Procedures for Shareholders' Meetings
Article	1.	The shareholders’ meeting of Kedge Construction Co., Ltd. (hereinafter referred to
		as the Company) shall be conducted in accordance with these rules.
Article	2.	Whenever these Rules of Procedure refer to Shareholders, they include the
		shareholders as well as any representative attending as their proxy.
Article	3.	The Company shall provide attending shareholders with an attendance book to sign
		in, or attending shareholders may submit attendance cards in lieu of signing in.
		The number of shares represented during the meeting is calculated based on the
		amount of shares where voting rights are exercised in writing or through electronic
		means and the total amount of attendance cards collected.
		When a juristic person is appointed to attend the shareholders' meeting, it may
		designate only one person to attend on its behalf.
Article	4.	The shareholder’s meeting shall be convened at a location that is convenient for the
		company’s shareholders to attend. The meeting may begin no earlier than 9 a.m. and
		no later than 3 p.m.
Article	5.	If a shareholders’ meeting is convened by the Board of Directors, the meeting shall
		be presided over by the Chairman of the Board. When the Chairman of the Board is
		on leave or for any reason unable to exercise the powers of the Chairman, the Vice
		Chairman shall act in place of the Chairman; if the Vice Chairman also is on leave or
		for any reason unable to exercise the powers of the Vice Chairman, the Chairman
		shall appoint one of the Directors to act as chairperson. Where the Chairman does not
		make such a designation, the Directors shall select from among themselves one
		person to act as chairperson.
		If the shareholders' meeting is convened by any authorized party other than the
		Board of Directors, the shareholders' meeting shall be convened in accordance with
		Article 182-1 of the Company Act.
Article	6.	The Company may designate the appointed lawyer, accountant or related personnel
		to attend the shareholders' meeting.
		Staff handling administrative affairs of a shareholders' meeting shall wear
		identification cards or arm bands.
Article	7.	Entire proceedings of the shareholders' meeting shall be recorded on audio or video
		tape and preserved for at least 1 year.
Article	8.	The chairperson shall announce the commencement of the meeting as soon as the
		appointed time arrives if those in attendance represent a majority of the Company's
		outstanding shares. However, if those in attendance represent less than half of the
		Company's outstanding shares, the chairperson may announce to postpone the
		meeting up to two times, for a period totaling no more than 1 hour. If the

shareholders in attendance represent more than one-third but less than half of outstanding shares after two postponements, the shareholders in attendance may reach a tentative resolution according to Article 175, Paragraph 1 of the Company Act. However, for items requiring special resolution by the provisions of the Company Act, the resolution shall be made in accordance with the Company Act. When the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for the final resolution of the meeting to re-submit the tentative resolution in accordance with Article 174 of the Company Act.

Article 9. If the shareholders' meeting is convened by the board of directors, the agenda shall be set by the board of directors. The meeting shall be conducted in accordance with the scheduled agenda, and may not be changed without the resolution of the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders meeting.

After a meeting adjourned, shareholders may not elect another chair to continue the proceeding of the meeting at the same or a new place, provided that, if the chairperson declares the adjournment of the meeting in a manner in violation of the rules of procedure, a new chairperson may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceeding of the meeting.
Article 10. Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topics and the shareholder's account number (or the account name). The order of shareholders' comments shall be determined by the chairperson.
A shareholder who has submitted a opinion slip but does not actually speak shall be deemed to have not spoken. If the contents of speech are inconsistent with the contents of opinion slip, the contents of speech shall prevail.
Article 11. Each shareholder shall speak no more than twice, for five minutes each, on the same agenda item. However, the restriction does not apply to the provision of an explanation for a proposal or the answering of a question subject to the approval of the chairperson.
Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda item. The chairperson may stop shareholders from speaking if they exceed the time limit, speak for more than twice or speak outside the agenda item under discussion.
When a shareholder attends the shareholders' meeting, other shareholders may not

		speak or interrupt unless they have sought and obtained the consent of the
		chairperson and the shareholder that has the floor. The chair shall stop any violation.
		Violators who do not obey the two preceding paragraphs where the chair is
		responsible to prevent are subject to Paragraph 2 of Article 18.
Article	12.	After an attending shareholder has spoken, the chairperson may respond in person or
		direct relevant personnel to respond.
Article	13.	When the chairperson is of the opinion that a proposal has been discussed
		sufficiently to put it to a vote, the chairperson may announce the discussion closed
		and call a vote.
Article	14.	Vote monitoring and counting personnel for the voting on a proposal shall be
		appointed by the chairperson, provided that all monitoring personnel shall be
		shareholders of the Company.
Article	15.	When the Company holds a shareholders' meeting, it may allow the shareholders to
		exercise voting rights by correspondence or electronic transmission. A shareholder
		exercising voting rights by correspondence or electronic means shall be regarded as
		having personally attended the meeting. However, the shareholder shall be regarded
		as having forfeited voting rights for extempore motions or amendments to the
		original motion. Votes are determined by the number of shares. Unless otherwise
		regulated by the Company Act, an agenda item is passed when supported by
		shareholders who represent more than half of the total voting rights in the meeting.
		Each share is entitled to one voting right. Furthermore, according to Article 177 of
		the Company Act: “With the exception of trust enterprises and certain share
		administration agencies approved by the competent authority, a proxy may not
		represent more than 3% of total voting rights in aggregate when representing two or
		more shareholders during the meeting. Voting rights that exceed this threshold shall
		be excluded from calculation.
		The voting results shall be announced immediately at the meeting and recorded in the
		minutes.
Article	16.	In the event where amendments or substitutions are provided for in the same
		proposal, the chairperson may decide the order of the vote including the original
		proposal. When any one among them is passed, the other proposals will then be
		deemed rejected and no further voting shall be required.
Article	17.	The chairperson may put the meeting in recess at appropriate times. Where the
		agenda cannot be concluded in one meeting, a subsequent meeting may be held
		within 5 days by the resolution of the shareholders' meeting, no service of notice or
		public announcement is required. If an air alert happens during the meeting, the
		meeting shall be suspended. Attendees shall individually evacuate and continue to
		attend the meeting 1 hour after the alarm is all clear.
Article	18.	The chairperson may instruct pickets to help maintain order in the meeting. The
		picket shall wear armbands with "picket" when maintaining order.

Shareholders shall abide by the chair and pickets' command in maintaining order. The chairperson may instruct pickets to remove persons who continue disrupt the proceedings of the meeting despite being warned by the chairperson.

Article 19. Matters not specified in these rules shall be subject to the provisions of the Company Act, the Model Codes of Meeting propagated by the Ministry of the Interior and the Articles of Incorporation of the Company.

Article 20. These rules shall take effect after approval by the shareholder meeting and the same procedure shall apply when they are amended. Article 21. This amendment was made on Jun. 17, 2019.

Appendix Ⅱ

Kedge Construction Co., Ltd. Articles of Incorporation

Chapter 1. General Principles

Article 1. The Company shall be organized in accordance with the regulations prescribed in the Company Act. The name of the Company is Kedge Construction Co., Ltd.

Article 2. The Company's business is as follows:

(1) E101011 Synthesis Construction
(2) H701010 Residence and Buildings Lease Construction and Development
(3) H701020 Industrial Factory Buildings Lease Construction and Development
(4) H701040 Specialized Field Construction and Development
(6) H701060 New County and Community Construction and Investment
(8) H701080 Reconstruction within the renewal area
(5) H701050 Public Works Construction and Investment
(7) H701070 Land Levy and Delimit
(9) H701090 Renovation, or maintenance within the renewal area
(10) H702010 Construction Management
(11) H703090 Real Estate Commerce
(12) H703100 Real Estate Rental and Leasing
(13) H703110 Senior Citizen's Development (14) E401010 Dredge Engineering (15) E402010 Ballast and Mud Construction on (16) E604010 Machinery Installation Sea Construction
(17) E801010 Building Maintenance and (18) E801020 Doors and Windows Construction
(17) E801010 Building Maintenance and Upholstery
(19) E801030 Interior Light Rigid Frame Construction
(20) E801040 Glass Construction

(21) E801070 Kitchen and Bath Facilities (22) E901010 Painting Construction Construction

Upholstery (19) E801030 Interior Light Rigid Frame Construction (21) E801070 Kitchen and Bath Facilities Construction	Construction (20) E801040 Glass Construction (22) E901010 Painting Construction
(23) E903010 Eroding and Rusting	(24) EZ02010 Derrick Construction
Construction
(25) EZ03010 Furnace Installation	(26) EZ05010 Apparatus Installation
Construction	Construction
(27) EZ06010 Traffic Labels Construction	(28) EZ07010 Drilling Construction
(29) EZ14010 Sports Ground Equipment	(30) EZ15010 Warming and Cooling
Construction	Maintenance Construction
(31) EZ99990 Other Construction	(32) F113010 Wholesale of Machinery
(33) F113090 Wholesale of Traffic Signal	(34) F113100 Wholesale of Pollution
Equipment and Materials	Controlling Equipment
(35) F211010 Retail Sale of Building Materials	(36) F213080 Retail Sale of Machinery and
	Equipment
(37) F213090 Retail Sale of Traffic Signal	(38) I101070 Agriculture, Forestry, Fishing and
Equipment and Materials	Animal Husbandry Consultancy
(39) I103060 Management Consulting Services	(40) I503010 Landscape and Interior Designing
(41) I599990 Other Designing	(42) IF01010 Fire Fighting Equipment
	Overhauling
(43) IF02010 Electricity Equipment Checking	(44) IF04010 Harmless Checking Services
and Maintenance
(45) J101010 Buildings Cleaning Service	(46) J101030 Waste disposal
(47) J101040 Waste treatment	(48) J101050 Sanitary and Pollution Controlling
	Services
(49) J101060 Wastewater (Sewage) Treatment	(50) J101080 Waste Recycling

(51) J101090 Waste Collecting and Disposing

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

Article	3.	The company may invest in other business entities; the total amount of investment in
		other business entities is not subject to the restrictions of 40% of paid-up capital. The
		Company may also provide guarantees to outside parties as needed to facilitate its
		business activities.
Article	4.	The Company set up its headquarters in Taipei City. When necessary, it may set up
		branch offices domestically or abroad with a resolution by the Board of Directors.
Article	5.	Public announcements of the Company shall be duly made in accordance with
		Article 28 of The Company Act.
		Chapter 2. Shares
Article	6.	The Company's capital shall be set at NT$1.2 billion, divided into 120 million shares
		with each share having a par value of NT$10. The shares may be issued in
		installments at the discretion of the Board of Directors in accordance with the
		Company Act and other relevant laws and regulations.
Article	7.	The Company's shares are in a registered form to be signed or stamped by more than
		three Directors, arranged in serial number and sealed with the Company’s seal, and
		they are issued after approval from issuance and registration institution designated by
		competent authority. The Company's issued shares may be free from printing, but
		they should be registered at centralized securities depository enterprise.
Article	8.	Deleted.
Article	9.	Share transfer shall be suspended within 60 days before the convening of annual
		shareholders' meeting and within 30 days prior to the convening of extraordinary
		shareholders’ meeting, or within 5 days before the base date of the Company's
		decision to distribute dividends and bonuses or other benefits.
Article	10.	All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment
		of the seal, change of address or similar stock transaction conducted by shareholders
		of the Company shall follow the Regulations Governing the Administration of
		Shareholder Services of Public Companies unless specified otherwise by law and
		securities regulations.
		Chapter 3. Shareholders’ Meetings
Article	11.	The shareholders' meetings of the Company are classified into two types. The
		general shareholders' meeting shall be annually convened by the board within 6
		months from the end of each fiscal year in accordance with the relevant laws and
		regulations. The extraordinary shareholders’ meeting shall be convened in
		accordance with the relevant laws and regulations, whenever is necessary.
Article	11-1.	The shareholders shall be notified of the annual shareholders' meeting 30 days prior
		to the date and 15 days prior to the date of extraordinary shareholders meeting. The
		notification shall note the meeting date, location, and reason for convening.

Article	12.	If a shareholder is unable to attend the shareholders' meeting in person, a proxy can
		be appointed by completing the Company's proxy form and by specifying the scope
		of delegated authority. Shareholders of the Company can also execute voting power
		through electronic form, and shareholders executing voting power through electronic
		form shall be deemed as attending the meeting in person. Relevant matters shall be
		handled according to legal provisions.
Article	13.	Shareholders of the Company enjoy one voting power for every share, but there is no
		voting power for situations stipulated under Article 179 of Company Act.
Article	14.	If a shareholders meeting is convened by the board of directors, the meeting shall be
		chaired by the Chairman of the Board. When the Chairman of the Board is unable to
		attend, the Vice Chairman shall act in place of the Chairman; if the Vice Chairman
		also is unable to attend, the Chairman shall appoint one of the Directors to act as
		chairperson. Where the Chairman does not make such a designation, the Directors
		shall select from among themselves one person to act as chairperson. If a
		shareholders' meeting is convened by a party with power to convene but other than
		the Board of Directors, the convening party shall chair the meeting. When there are
		two or more such convening parties, they shall mutually select a chairperson from
		among themselves.

Article 14-1. Unless otherwise stipulated for in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 14-2. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting with a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the minutes of shareholders' meeting may be affected by means of public announcement.

Chapter 4. Directors

Article 15. The Company shall have nine Directors, appointed by the shareholder’s meeting from a list of candidates submitted by the Board. The tenure for the Directors shall be 3 years and may be shortened when necessary. The Directors shall be eligible for reelection.
Elections of Directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The implementation shall be subject to the Company Act, Securities and Exchange Act and other related laws and regulations. The number of Directors shall include three Independent Directors. The professional qualifications, shareholding, restrictions regarding concurrently-held positions, nomination and election methods and other compliance matters shall be handled in accordance with relevant laws and regulations. Total registered stocks held by all Directors shall be subject to the Rules

and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the Financial Supervisory Commission.

Article 15-1. The following relationships may not exist among more than half of the Company's Directors:

(1) Spouse.

(2) Kinship within second-degree. Article 16. The Board shall consist of the Directors and a Chairman and a Vice Chairman shall be elected from among the Directors by a majority of Directors in attendance at a meeting attended by at least two-thirds of the Directors. The Chairman shall represent the Company externally. Article 16-1. In convening a meeting of the Board of Directors, a notice shall be given to each Director no later than 7 days prior to the scheduled meeting date. However, in the event of an emergency, the meeting may be convened at any time. The notice mentioned in the preceding paragraph may be effected in writing or by means of fax or electronic transmission. Article 17. In case the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, his/her representative shall be selected according to Article 208 of the Company Act. If a Director is unable to attend a Board meeting in person, he may delegate in writing another Director to attend the Board meeting by proxy, and the proxy may exercise voting rights to any and all matters brought forth during the meeting. However, each Director may delegate only one proxy. Article 18. The remuneration of the Directors shall be determined by the Board of Directors according to the degree of each Director’s participation in the operation of the Company and his/her contribution, and shall be determined by reference to the standard of the industry. Independent Directors are paid monthly and are not involved in the distribution of Directors’ remuneration set out in Article 22. The Company may purchase liability insurance for Directors during the term according to the compensation liability within their business scope. Article 19. The Company shall set up the Audit Committee as per Article 14-4 of the Securities and Exchanges Act. The Audit Committee shall be composed of the entire number of Independent Directors and is responsible for Supervisors' duties as per the Company Act, Securities and Exchange Act and other related laws and regulations.

Chapter 5. Managers

Article 20. The Company may have managers. Appointment, dismissal, and compensation of the managers shall be decided in accordance with Article 29 of the Company Act.

		Chapter 6. Accounting
Article	21.	The Company shall, at the end of each fiscal year, make the following reports by the
		Board of Directors and submit them to the annual shareholders' meeting for
		recognition.
		(1) Business reports.
		(2) The financial statements.
		(3) Proposal for distribution of earnings to shareholders or recovery of prior year
		losses.
Article	22.	No less than 0.5% of any profit in the current year shall be allocated as employees’
		remuneration and no more than 2% shall be allocated as Directors’ remuneration.
		However, if the Company still records a cumulative loss, its profit shall first be used
		to make up the loss.
		The Company's surplus at the end of the accounting year shall be first subject to
		taxation, reimbursement of previous losses, followed by a 10% provision for legal
		capital reserve and special capital reserve by law or reversal. The remainder, apart
		from allocation of ordinary share dividends, shall be allocated as bonus for
		shareholders at the board's proposal and subject to approval at the shareholders'
		meeting.
Article	22-1.	The Company will move towards large-scale construction projects and strive for
		growth and innovation. In order to continue to attract the appropriate capital to meet
		the needs of the business and take into account the shareholders’ needs for cash, the
		lower limit of the Company’s future cash dividend ratio will be 20% of the total cash
		and stock dividends to be distributed in the current year.

Chapter 7. Supplemental Provisions Article 23. For outstanding matters in the Articles of Incorporation, the provisions of Company Act shall be followed. Article 24. The Articles of Incorporation were formulated on Feb 24, 1982. The 1st amendment was made on Jun. 13, 1986; the 2nd amendment was made on Jan. 12, 1989; the 3rd amendment was made on Apr. 10, 1992; the 4th amendment was made on Feb. 14, 1994; the 5th amendment was made on May 2, 1994; the 6th amendment was made on May 2, 1994; the 7th amendment was made on Aug. 2, 1994; the 8th amendment was made on Nov. 12, 1994; the 9th amendment was made on May 20, 1995; the 10th amendment was made on Apr. 26, 1996; the 11th amendment was made on Nov. 22, 1996; the 12th amendment was made on Mar. 30, 1999; the 13th amendment was made on Apr. 18, 2000; the 14th amendment was made on Mar. 28, 2001; the 15th amendment was made on Jun. 14, 2002; the 16th amendment was made on Jun. 14, 2005; the 17th amendment was made on Jun. 13, 2007; the 18th amendment was made on Jun. 30, 2008; the 19th amendment was made on Jun. 19, 2009; the 20th amendment was made on Jun. 18, 2010; the 21st amendment was made on Jun. 15,

2011; the 22nd amendment was made on Mar. 19, 2012; the 23rd amendment was made on Jun. 17, 2013; the 24th amendment was made on Jun. 22, 2016; the 25th amendment was made on Jun. 17, 2019.

The amended chapter description of Chapter IV, Article 15, Article 15-1, Article 16-1, Article 18, Article 19, Article 21 and Article 22 will come into force from the termination of office of the current directors and supervisors and the re-election in June 2020.

Appendix Ⅲ

Kedge Construction Co., Ltd. Rules for Election of Directors

Article 1. Unless otherwise provided in the Company Act and Articles of Incorporation, the directors of the company shall be elected in accordance with the rules specified herein.
Article 2. The election of directors of the company shall be conducted during the shareholders' meeting.
Article 3. Any person on the list of candidates for directors may be elected as a director of the company.
Article 4. The number of seats on the board of directors shall be determined by the Articles of Incorporation of the company.
Article 5. For election of the Company’s Directors, every share enjoys the voting right equal to the number of directors to be elected, votes may be may be cast for a single candidate or split among multiple candidates.. The election of Independent Directors and the election of non-independent Directors shall be conducted at the same time, and the number of winners calculated separately. Elections of Directors (including Independent Directors) shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
Article 6. The number of Directors will be as specified in the Company's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairperson drawing lots on behalf of any person not in attendance.
Where the personal information of the elected Director does not meet the criteria upon review or where the election of the elected director as a Director becomes invalid in accordance to relevant laws and regulations, the vacant seat shall be, filled by the alternative candidate in sequence according to the vote gained in the original election.
Article 7. The Board of Directors shall prepare ballots for directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting.
Article 8. Before the election begins, the chairperson shall appoint scrutineers and tellers to perform their respective duties.
Article 9. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card

number. However, when the candidate is a government organization or corporate shareholder, the name of the government organization or corporate shareholder shall be entered in the column for the candidate's account name on the ballot, or both the name of the government organization or corporate shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each representative shall be entered.

Article 11. The ballots are invalid under any of the following circumstances:

(1) Use a ballot inconsistent with these Rules.
(2) Blank vote cast into vote box.
(3) The writing is unclear and illegible or altered.
(4) The name entered in the ballot is not the name of any candidate from the list of candidates.
(5) Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
(6) Failure to fill in candidate account name (name) or account number (identity card number).
(7) Two or more candidates on the same one vote.
Article 12. The voting rights shall be calculated on site immediately after the end of the poll under the supervision of the monitoring personnel, and the results of the calculation shall be announced by the chairperson or person designated by the chairperson on the site.
Article 13. The election of those not meeting the conditions specified in Article 26-3 of the Securities and Exchange Act shall be invalid.
Article 14. The Board of Directors of the company shall issue notifications to the persons elected as directors individually.
Article 15. These Rules shall come into effect upon approval of the shareholders’ meeting. The same applies to all subsequent amendments.
Article 16. This amendment was made on Jun. 17, 2019.

Appendix Ⅳ

Kedge Construction Co., Ltd.

Shareholding of All Directors and Supervisors

According to Item 3, Paragraph 1, Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies: Where the paid-in capital of the company is more than NT$1 billion but NT$2 billion or less, the total registered shares owned by all Directors shall not be less than 7.5% of the total issued shares; the total registered shares owned by all Supervisors shall not be less than 0.75% of the total issued shares. However, if the total shareholding of all Directors and Supervisors calculated in accordance to such ratios is less than the maximum shareholding under the subparagraph immediately preceding the given subparagraph, the maximum shareholding under that preceding subparagraph shall be applicable.

If the Company has elected two or more Independent Directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all Directors and Supervisors other than the Independent Directors and shall be decreased by 20%.

Record date: Apr. 17, 2020

==> picture [484 x 350] intentionally omitted <==

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

Shares held as
recoded in the
Shareholding
Title Name shareholders' Notes
while elected
roster on the
ex-dividend date
Chairman of Kindom Development Co., Ltd.
36,247,768 36,247,768 On Jun. 19, 2017
the Board Representative: Miriam Ma
Kindom Development Co., Ltd.
Director 36,247,768 36,247,768 On Jun. 19, 2017
Representative: Mei-Chu Liu
Kindom Development Co., Ltd.
Director 36,247,768 36,247,768 On Jun. 19, 2017
Representative: Shortfall
Kindom Development Co., Ltd.
Director 36,247,768 36,247,768 On Jun. 19, 2017
Representative: Ai-Wei Yuan
Kindom Development Co., Ltd.
Director 36,247,768 36,247,768 On Jun. 19, 2017
Representative: Yi-Fang Huang
Kindom Development Co., Ltd.
Director 36,247,768 36,247,768 On Jun. 19, 2017
Representative: Shih-Hsuan Chou
Kindom Development Co., Ltd.
Director 36,247,768 36,247,768 On Jun. 19, 2017
Representative: Ming-Tao Chen
Independent
Shen-Yu Kung 0 0 On Jun. 19, 2017
Director
Independent
Hung-Chin Huang 0 0 On Jun. 19, 2017
Director
Total number of Directors 36,247,768 36,247,768
Supervisor Shortfall 0 0 On Jun. 19, 2017
Supervisor Peng-Lung Hua 0 0 On Jun. 19, 2017
Total number of Supervisors 0 0
----- End of picture text -----

Notes:

Total number of shares issued at the time of the election on Jun. 19, 2017: 106,035,660 shares Total number of shares issued on Apr. 17, 2020: 106,035,660 shares

The statutory requirement for the aggregated shareholdings of all Directors is 8,000,000 shares, the aggregated shareholdings of all Directors as of Apr. 17, 2020 is 36,247,768 shares.

The statutory requirement for the aggregated shareholdings of all Supervisors is 800,000 shares, the aggregated shareholdings of all Supervisors as of Apr. 17, 2020 is 0 share.

AI assistant

KEDGE — AGM Information 2020

52153_rns_2020-06-30_8d00d0d3-928d-4ffe-a632-55fa2a63dd7d.pdf

Kedge Construction Co., Ltd.

Table of Contents

Kedge Construction Co., Ltd.

Kedge Construction Co., Ltd.

Agenda of the 2020 Annual General Shareholders’ Meeting

I. Announcements

II. Proposals

III. Discussions:

IV. Elections

V. Other Matters:

VI. Extempore Motions

VII. Adjournment

Attachment Ⅰ

2019 Business Report

II.

Attachment Ⅱ

Supervisors’ Audit Report of Kedge Construction Co., Ltd.

Approval for

Attachment Ⅲ

Kedge Construction Co., Ltd. Comparison Table for Amendments to the Rules of Procedure for Board of Directors Meetings

Attachment Ⅳ

Kedge Construction Co., Ltd. Comparison Table for Amendments to the Ethical Corporate Management Best Practice Principles

Attachment Ⅴ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Corporate Social Responsibility Best Practice Principles

Attachment Ⅵ

Independent Auditors' Report

Audit Opinion

Foundation of Audit Opinion

Key Audit Matters

Description of Key Audit Matters:

Other Matters

Responsibilities of the Management and Governing Body for the Consolidated Financial Report

Auditor's Responsibility for Auditing Consolidated Financial Statements

Notices to Readers

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries Consolidated Balance Sheets December 31, 2019 and 2018

Unit: NT$ thousands

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

KEDGE CONSTRUCTION CO., LTD. and Its Subsidiaries

Consolidated Statements of Cash Flows

January 1 to December 31, 2019 and 2018

Independent Auditors' Report

Audit Opinion

Foundation of Audit Opinion

Key Audit Matters

Description of Key Audit Matters:

Responsibilities of the Management and Governing Body for the Parent Company Only Financial Statements

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

KPMG

Notices to Readers

KEDGE CONSTRUCTION CO., LTD. Statements of Comprehensive Income January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

KEDGE CONSTRUCTION CO., LTD. Statement of Changes in Equity January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

KEDGE CONSTRUCTION CO., LTD. Statements of Cash Flows January 1 to December 31, 2019 and 2018

Unit: NT$ thousands

Attachment Ⅶ

Kedge Construction Co., Ltd.

Earnings Distribution

2019

Attachment Ⅷ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets

Attachment Ⅸ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Procedures for Endorsements and Guarantees

Attachment Ⅹ

Kedge Construction Co., Ltd.

Comparison Table for Amendments to the Procedures for Extending Loans to Others

Appendix Ⅰ

Kedge Construction Co., Ltd. Rules of Procedures for Shareholders' Meetings

Appendix Ⅱ

Kedge Construction Co., Ltd. Articles of Incorporation

Chapter 1. General Principles

KEDGE AGM Information 2020