Chapter 1	Meeting Procedure…………………………………………………….01
Chapter 2	Meeting Agenda……………………………………………………….02
I. II. III. IV.	Announcements…………………………………………………………03 Proposals………………………………………………………………….04 Discussions………………………………………………………………06 Extempore Motions……………………………………………………….08

Chapter 3 Attachments

VII.

VIII.Comparison table of amendments to the "Management of Loans to

	2021 Business Report and Summary of 2022 Business Plan……………09 Audit Committee's Review on the 2021 Financial Statements…………15 2021 Certified Public Accountant / CPA Report………………………….16 2021 Financial Statements………………………………………………22 Comparison table of amendments to the "Articles of Incorporation"…….27 Comparison table of amendments to the "Procedures for Endorsement and Guarantee"………………………………………………………………30 Comparison table of amendments to the "Procedures for Acquisition or Disposal of Assets"………………………………………………………35 Others"…………………………………………………………………….56

Chapter 4 Appendices

I.	Rules of Procedure for Shareholders' Meeting……………………………59
II.	Articles of Incorporation………………………………………………….67
III.	Shareholding by Directors and Supervisors………………………………75

Chapter 1 Meeting Procedure

King's Town Construction Co., Ltd.

2022 Annual Shareholders' Meeting Procedures

I. Call the Meeting to Order
II. Chairman's Remarks
III.Announcements
IV.Proposals
V. Discussions
VI.Extempore Motions
VII.Adjournment

Chapter 2 Meeting Agenda

King's Town Construction Co., Ltd.

Agenda for the 2022 Annual Shareholders' Meeting

Time: 9: 00 a.m., Tuesday, June 23, 2022

Location: No. 366, Minghua Road, Gushan District, Kaohsiung City (2/F, H2O Hotel)
Convening Method: Physical Shareholders' Meeting
I. Call the Meeting to Order (Report Number of Shares Present at the Meeting)
II. Chairman's Remarks
III. Announcements
(I), 2021 Business Report
(II), Audit Committee's Review on the 2021 Financial Statements
(III), 2021 Employee and Director Remuneration Distribution Report

IV. Proposals

(I), 2021 Business Report and Financial Statements
(II), 2021 Earnings Distribution
V. Discussions
(I), Amendments to the Company's "Articles of Incorporation".
(II), Amendments to the Company's "Procedures for Endorsement and Guarantee"
(III), Amendments to the Company's "Procedures for Acquisition or Disposal of Assets"
(IV), Amendments to the Company's "Management of Loans to Others"
VI. Extempore Motions
VII. Adjournment

Announcements

I. 2021 Business Report

Explanatory Note: For the Company's 2021 Business Report and Summary of the 2021 Business Plan, please refer to Attachment I on #page 9# of this handbook.

II. Audit Committee's Review on the 2021 Financial Statements

Explanatory Note: For the Audit Committee's Review on the 2021 Financial Statements, please refer to Attachment II on #page 15# of this handbook.

III. 2021 Employee and Director Remuneration Distribution Report

Explanatory Note:

(I) In accordance with the provisions of Article 25 of the Company's Articles of Incorporation and related regulations.
(II) The remuneration to employees is NTD19,461,751 and no remuneration to directors is paid.
(III) The employee compensation distribution of NTD19,461,751 was made by issuing new shares. The number of shares issued was calculated based on the closing price of NTD35.95 on March 22, the day ahead the Board of Directors resolved to issue new shares(March 22). 541,356 shares were issued, and the employee compensation of NTD2 for each share was paid in cash.

Proposals

Item 1, Subject: Proposal of 2021 Business Report and Financial Statements. (Proposed by Board of Directors)

Explanatory Note:

(I) The Company's 2021 Consolidated and Parent-Company Only Financial Statements: The balance sheet, statement of comprehensive income, statement of changes in equity and statement of cash flows were approved by the board of directors and audited by Chang, Jui-Ling, and Jackson Jwo, Certified Public Accountants/CPA, and a written audit report was issued and submitted to the Audit Committee for review and approval, together with the Business Report.
(II) For the 2021 Business Report, Certified Public Accountant / CPA's Audit Report, and the aforementioned financial statements, please refer to the Attachment I on #page 9#, Attachment III on #page 16# and Attachment IV on #page 22#.

Item 2, Subject: Proposal of 2021 Earning Distribution. (Proposed by Board of Directors)

Explanatory Note:

(I) On March 23, 2022, the Board of Directors resolved not to distribute the Company's 2021 earnings, which were announced on the Market Observation Post System (MOPS).
(II) Please refer to the table below for 2021 Earnings Distribution.

King's Town Construction Co., Ltd. Table of 2021 Earnings Distribution

		(Unit: NTD)
Net profit after tax in the current period	1,687,408,522
Other comprehensive income, before tax, actuarial gains on defined benefit plans	(4,127,268)
Incomes tax expense (gain) related to titles not subject to reclassification	825,454
Total comprehensive income		1,684,106,708
Allowance items
Legal reserve appropriated		(168,410,671)
Distributable earnings		10,926,076,386
Distribution items
Distribution of cash dividends		0 NTD0 per share
Distribution of stock dividends		0 NTD0 per share
Total distribution items		0
Unappropriated earnings at the end of the period		10,926,076,386

Responsible person: Manager: Accounting Officer:

Discussions

Item 1, Proposal: Amendment to the Company's "Articles of Incorporation". (Proposed by Board of Directors)

Explanatory Note:

(I) According to Article 172-2, Paragraph 1 of the Newly Amended Companies Act and Article 44-9, Paragraph 3 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Shareholders' Meeting is convened by video conference or other announcement ways confirmed by the Ministry of Economy, thus amending Article 14 of the Company's Articles of Incorporation.
(II) In response to the company's possible future fund-raising plan, reserve the capital issue space in advance, thus amending Article 7 of the Articles of Incorporation
(III) Please refer to the Attachment V Comparison table of amendments to the "Articles of Incorporation" on #page 27#.

Resolution:

Item 2, Proposal: Amendments to the Company's "Procedures for Endorsement and Guarantee". (Proposed by Board of Directors)

Explanatory Note:

(I) Processed in accordance with Article 14-5 of the Securities and Exchange Act and Order No. 1080304826 of "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" amended by Financial Supervisory Commission of March 7, 2019.
(II) As the Company cooperated with the SanDi Properties Co.,Ltd. in the construction of the "Tainan Rende District Smart Technology Park Development Plan", there was a need to mutually guarantee of securitization, and the Company gave an endorsement guarantee of NTD20 billion to the SanDi Properties Co.,Ltd., which was approved by the Board of Directors on September 28, 2021.
(III)This plan has exceeded the limit set out in Article 5 of the Company's Procedures for Endorsement and Guarantee. In accordance with the provisions of Article 19 of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies", if the Public Offering Company's endorsement guarantee exceeds the limit set out in the Procedures for Endorsement and Guarantee due to business needs and meets the requirements set out in this Procedures, the Company shall, with the consent of the Board of Directors and the approval of more than half of the Directors, have a joint guarantee for the losses that may be incurred by the Company in excess of the limit, and amend the Procedures for Endorsement and Guarantee, which shall be reported to the shareholders for approval; if the shareholders' meeting does not consent to it, the Company shall establish the plan to pay the excess within a certain period of time.
(IV) Please refer to the Attachment VI Comparison table of amendments to the "Procedures for Endorsement and Guarantee" on #page 30#.

Resolution:

Item 3, Proposal: Amendments to the Company's "Procedures for Acquisition or Disposal of Assets". (Proposed by Board of Directors)

Explanatory Note:

(I) The "Procedures for Acquisition or Disposal of Assets" were amended in accordance with the Financial Supervisory Commission's Letter No. 1110380465 of January 28, 2022, and came into effect on January 28, 2021.
(II) The key points of the amendment is to strengthen the management of related-party transactions at first; secondly, to improve the quality of opinions provided by external experts; and thirdly, to broaden the disclosure of information on some transactions. 。
(III)Please refer to the Attachment VII Comparison table of amendments to the "Procedures for Acquisition or Disposal of Assets" on #page 35#.

Resolution:

Item 4, Proposal: Amendments to the Company's "Management of Loans to Others". (Proposed by Board of Directors)

Explanatory Note:

(I) Processed in accordance with the Order No. 1080304826 of "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" amended by Financial Supervisory Commission on March 7, 2019.
(II) Parts of Articles 2, 10 and 19 are hereby amended to meet the needs of the current operational situation.
(III) Please refer to the Attachment VIII Amendments to the Company's "Management of Loans to Others" on #page 56#.

Resolution:

Extempore Motions

Adjournment

Chapter 3 Attachments Attachments 1 :2021 Business Report and Summary of 2022 Business Plan

The COVID-19 continues to affect the world in 2021, and Taiwan is no exception. Taiwan still faces the epidemic with a cautious attitude, which has brought pressure to a wide range of restaurants, hotels, tourism and other services. The real estate industry has not been hit hard, but it has also made impact on the willingness of some people to house aspiration and the speed of buying it. In 2021, the real estate market in South Taiwan could be said to be a series of surprises. It became the main actor in the real estate market in Taiwan. Needless to say, it was the industrial mobility effect caused by TSMC. Kaohsiung also became the main beneficiary area of this wave after TSMC announced the establishment of the factory in Nanzih District. Most mainstream products of builders were sold out and the prices were constantly increasing. This was the market scene that Kaohsiung had never seen before, but it also caused the government to continuously make housing stock moves and make real estate investors stop steps.

Kaohsiung City transfered 44,897 buildings in 2021, an annual growth rate of 17.32%, setting a new high for Kaohsiung in more than a decade. Land transactions were also hot, with a total of 72,441 in 2021, an annual growth rate of 20.96%, hitting an eight-year high. The heat of real estate is unprecedented in Kaohsiung. The proposal speed of each builder is not increased due to this, but due to the high construction cost. The builders considered the cost control which reduces the willingness to pre-sale and makes the number of mainstream products drop instantly. At present, the number of new houses in the first purchase or first exchange market is quite small in the market. In 2022, the Company also faced the same problems, and there were no mainstream products available for sale.

After the government proposed a series of "stirring speculative houses" policies and after the atmosphere of speculation receded in 2022, the market is expected to return to a healthy self-catering environment, and the market price should appear to the "shrink numbers, price stable" pattern. The pre-sale housing market is also expected to curb speculation and the unreasonable price-chasing by buyers will be more moderate. At present, under the central bank's policy of adopting credit control to avoid inappropriate speculation and suppress house price inflation, there have been new credit control measures, mainly for real estate speculators, which will not have a significant impact on self-resident, and the real estate

post-market still has a stable development.

Building transfers in Kaohsiung City from January to April 2022 were 13,712 households, with an annual growth rate of 2.75%, and the heat moderated slightly. This year, there are still three major variables in the housing market, including the domestically adopted coexistence policy for the COVID-19 pandemic, the financial shock caused by the war in Ukraine, and the attitude of the government's housing policy. Currently, under the continuous suppression of short-term speculation by the government, the unreasonable price-chasing behavior will be greatly reduced. Therefore, it is necessary to observe the international situation and the effects caused by the pandemic in the next step. However, under conditions of overcapitalization, rising prices and engineering prices, there is no reason to depreciate the current house prices, so, the housing market is expected to grow steadily this year.

However, the Company has not completed the project in 2022. The Company will use the remaining house sales as the main source of revenues.

(Source of the above data: Directorate General of Budget, Accounting and Statistics of the Executive Yuan, Construction and Planning Agency of Minister of the Interior, Land Adminstration Bureau of Kaohsiung City Government)

2021 Business Report and Summary of 2022 Business Plan are as follows:

I. 2021 Operation Result:

(I) Implementation Results of 2021 Business Plan:

The operating revenue of the Company in the consolidated statement for the year 2021 was NTD6,657,244 thousand, representing a decrease of NTD2,010,605 thousand as compared with the net operating income of NTD8,667,849 thousand in 2020, a net profit before tax of NTD1,926,719 thousand, and a net profit before tax rate of 28.94%.

(II) Implementation of forecast:

The Company did not publicly disclose any financial forecasts for 2022 and therefore this analysis is not reported.

					Unit: NTD thousand
					Rate of change
	Item		2021	2020	(%)
	Operating revenue		6,657,244	8,667,849	-23.20%
	Gross profit		2,686,606	2,983,725	-9.96%
Financial	Operating income to capital (%)		2,073,955	2,174,701	-4.63%
receipts and	Finance costs		186,579	245,689	-24.06%
expenditures	Profit or loss before tax		1,926,719	1,932,924	-0.32%
	Profit or loss after tax		1,687,409	1,684,892	0.15%
	Total comprehensive income		1,684,107	1,684,676	-0.03%
	Return on assets (%)		5.49	5.50	-0.18%
	Return on equity (ROE) (%)		10.88	12.00	-9.33%
Profitability	As a % of paid-in	Operating income to capital (%)	55.79	58.59	-4.78%
	capital	Income before tax	51.83	52.07	-0.46%
	Net profit margin (%)		25.35	19.45	30.33%
	Earnings per share (NTD)		4.54	4.48	1.34%

(III) Financial Position and Profitability Analysis:

1. Due to the large number of purchases of operating land in 2021, there is a significant increase in the amount of inventory, net cash outflow from operating activities of NTD157,603 thousand, net cash inflow from investing activities of NTD42,177 thousand, net cash inflow from financing activities of NTD558,947 thousand, total debt ratio decreased from 54.71% in 2020 to 52.57% in 2021. The interest expense amounted to NTD186,579 thousand in 2021, a decrease of NTD59,110 thousand (-24.06%) compared to NTD245,689 thousand in 2020, mainly due to the decrease in the borrowing interest rate.
1. Profitability Analysis:

The operating profit for the year 2021 was NTD2,073,955 thousand, the ratio of operating income to paid-in capital was 55.79%, representing a decrease of NTD100,746 thousand compared to NTD2,174,701 thousand in 2020; net profit after tax was NTD1,687,409 thousand, representing a net income margin of 25.35%, representing an increase of NTD2,517 thousand compared to NTD1,684,892 thousand in 2020; the return on assets decreased by 0.01% compared to 2020, and the return on shareholders' equity decreased by 1.12% compared to 2020.

(IV) Research and Development:

In respect of land development, the Group will develop professionally and aggressively, select areas with potential for development, conduct data collection and land acquisition, etc., and the Company's professional land developer will cooperate with architects and agents to respond to and study relevant laws and regulations at all times, so as to cope with changes in the market. Currently, the land development regions are concentrated in Kaohsiung City and Tainan City.

In terms of construction technology and residential quality, efforts will be made to improve the quality of site management and the construction of high-value-added residential products in order to improve gross profit and create a better reputation, and to control the construction period to meet the growing costs. The software segment will strengthen cooperation with building management companies to improve the quality of building residence.

II. Outline of 2022 Business Plan:
(I) Operating Guidelines:
- 1. The main business policy is to maintain a stable project size and carefully select land for sales.
- 1. Improving the gross profit of individual cases and enhancing overall competitiveness has always been an important direction of the Company.
- 1. Based on the Company's mission to a city, houses built should be integrated with the city to show the spirit of the city.
- 1. Increase sales of products to expand operating revenue.
(II) Sales Volume Forecast and Basis:

The Company has not published a financial forecast for the 2022 and there are no new cases completed in the year 2022.

(III) Key Production and Distribution Policy:
1. Consolidate market information to identify areas with potential and strong resistance to decline, and proactively carry out land development work, and grasp the advantages of buyers in the land transaction market to create maximum cost-effective of land and added value of products to cope with the impact of the market downturn.
1. Develop quality residential properties, enhance the added value and competitiveness of the Company's products, respond to current consumption trends and mitigate the extent of the depreciation of the house price.
1. Strengthen post-sales maintenance services and building management for projects, establish closer interaction with residents and enhance the added value of building management.

III. Future Development Strategies:

(I) We will closely observe the impact of the COVID-19 epidemic on the political and economic environment of Taiwan and whether it will further affect the development of the real estate market.
(II) The Company focuses on developing land near the Tainan area, the North Kaohsiung Ciaotou Science Park, Nanzhi and Kaohsiung University areas, and the multi-functional economic and trade park to drive sales and increase profits through public construction and landscaping.
(III) Focusing on the demand of Tainan factory offices, the Company will develop the Tainan Smart Technology Park.
IV. Effect of external competition, the legal environment, and the overall business environment:
(I) Impacts from External Competition

The Company's main project area is the Greater Kaohsiung area, and most of the external competitors are small and medium-sized builders, and the Company has the advantage of leading the market price and product direction in the main project area, so the external competitive environment has little impact on the Company.

(II) Impact of Regulatory Environment

The House and Land Transactions version 2.0 has launched in July 2021, which made the disclosure of real estate market information more open and transparent, had an immediate effect on the atmosphere of striking speculation. Although it had an impact on the real estate market, the impact on the market would be healthy and positive in the long term.

(III) Impact of overall operation environment

According to the statistic of Directorate General of Budget, Accounting and Statistics, the domestic economy will grow at a rate of 6.45% in 2021, a slight increase from 3.36% in 2020. Although the COVID-19 pandemic continued to make impact on 2021, Taiwan's economic growth rate remained high. Economic growth in Taiwan is not expected to be too bad in 2022.

Although there is no new completion cases in 2022, the Company's revenue from January to April was NTD1,369,375 thousand, which was 32.45% less than the same period last year. This was mainly due to the fact that the Company currently has more inventories of big size houses. Most of the mainstream products in the market are unavailable for sale, while big size houses are slower to de-materialization. The Company continued to focus on remaining house sales in 2022. There were 10 online sales cases, which was the main source of revenue in 2022. Most of the pre-sale cases are currently suspended. Although it is expected that the government will continue to suppress the housing market in 2022, the background factors that TSMC employees continue to be in position will allow the Kaohsiung real estate market to enter a relatively stable growth. Although the online sales of the Company's products have a slightly larger square meters, the online case sales will be strengthened to maintain the level of operating revenue. Under the background of the pandemic's preparations for coexistence in 2022, the estimated economic growth rate will still reach 4.42%. Although the central bank has started to raise interest rates, it is not expected that there will be much more action. Overall, it is still favorable to the real estate market. After domestic exhaustion and international situation has stable, it is expected that normal economic activities will recover significantly, which will have a decisive impact on the real estate market.

We hope our shareholders will support the above report.

We wish you all good fortune and health. Good health, good luck.

Chairman and General Manager: Tsai, Tien-Tsan

Accounting Officer: Liang, Su-Ying

Attachments 2 : Audit Committee's Review on the 2021 Financial Statements

Audit Committee's Review Report

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

Sincerely 2022 Annual Shareholders' Meeting

King's Town Construction Co., Ltd. Audit Committee Convenor: Chang, Ming-Te

March 23, 2022

Attachments 3 : 2021 Certified Public Accountant / CPA Report

Independent Auditors' Report

Republic of China March 23, 2022

(2022) ShineWing Taiwan Audit Report No. 017

To: King's Town Construction Co., Ltd.

Audit opinion

We have audited the accompanying consolidated balance sheet of King's Town Construction Co., Ltd. and its subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in shareholders equity, cash flows for the years then ended, and notes of the consolidated financial statements (including a summary of significant accounting policies).

In our opinion, based on our audits and other auditors' reports (please refer to the Other Matters section), the Consolidated Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have fair presented the consolidated financial conditions of King's Town Construction Co., Ltd. and its subsidiaries as of December 31, 2021 and 2020, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2021 and 2020.

Basis for Opinions

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We are independent of King's Town Construction Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Based on our audits and the reports of the other auditors, we believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of King's Town Construction Co., Ltd. and its subsidiaries for the year ended December 31, 2021. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Consolidated Financial Statements of King's Town Construction Co., Ltd. and its subsidiaries for the year ended December 31, 2021 are stated as follows:

Inventory evaluation

Refer to Note IV(X) to the consolidated financial statements for accounting policies regarding inventory valuation; Note V(I) for the uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note VI(V) for details of inventory accounting subjects.

The inventories of King's Town Construction Co., Ltd. and its subsidiaries are material to the consolidated balance sheet. Inventories are evaluated in accordance with IFRS, IAS, and IFRIC Interpretations, and SIC Interpretations as endorse by the Financial Supervisory Commission. Inventories are stated at the lower of cost or net realizable value. The net realizable value of the real estate may be lower than cost because of factors such as supply and demand in the domestic real estate market, natural disasters, government policies and economic conditions. Therefore, we have identified inventory evaluation as one of the key audit matters for the year.

Our auditing procedures include, but are not limited to, considering the vulnerability of sales prices to changes in external market factors, premises for sale, land under construction and engineering are reviewed and tested for net realized value based on recent transaction prices, the real price login query near the transaction price or the investment return analysis form to extract and verify whether the net realized value is appropriate, and the construction land is entrusted with the appraisal report provided by the external real estate appraiser to understand and inquire about the valuation method, and test the input values of multiple indicators used in the appraisal report, and whether the disclosure of the relevant information is appropriate. It also confirms the time point at which the expert completes the conclusion of the work, and considers whether there are changes in economic conditions that may affect conclusions after the period.

Recognition of revenue from the sale of real estate

Refer to Note IV (XIX) for the accounting policies on revenue and cost recognition and Note VI (XXI) to the parent company only financial statements for the details of revenue recognition.

Revenue from the sale of real estate in the construction industry is recognized when the transfer of title to the real estate is completed and the actual delivery of the real estate is made. The appropriateness of the timing of revenue recognition is material to the financial statements as a whole. Since there are many parties involved in the sale of real estate, and considering that many people are involved in the interdepartmental aggregation and transmission of transfer and delivery information and that there may be gaps in the periods, we have recognized the revenue from the sale of real estate of King's Town Construction Co., Ltd. and its subsidiaries as one of the key audit matters for the year.

We conducted our audits to test the effectiveness of the design and implementation of internal control systems over the revenue and collection processes of King's Town Construction Co. Ltd. and its subsidiaries. We also reviewed the appropriateness of the vesting period of the proceeds from the sale of real estates for the period immediately preceding and following the period end date to ensure that the proceeds from the sale of premises meet the criteria for revenue recognition.

Other Matters - Parent company only financial statements

King's Town Construction Co. Ltd. has also compiled Individual Financial Statements for 2021 and 2020, and they have also received an unqualified audit opinion from our CPA for your reference.

Other Matters - Adoption of other independent accountants

The financial reports for some of the investees listed in King's Town Construction Co. Ltd. and its subsidiaries' Consolidated Financial Statements pursuant to the equity method have not been audited by this CPA and were inspected by other CPAs. Therefore, the opinions on the consolidated financial statements listed above concerning the amount listed in the financial statements of such companies and the relevant information disclosed in Note XIII are based on the audit reports of the other CPAs. The investment amounts under the equity method adopted for the aforementioned companies on December 31, 2021 and 2020 were NTD13,888 thousand and NTD15,566 thousand, respectively, accounting for 0.04% and 0.05% of the total consolidated assets, respectively. The comprehensive profit or loss recognized for the aforementioned companies in 2021 and 2020 was NTD3,522 thousand and NTD5,777 thousand, accounting for 0.21% and 0.34% of the consolidated comprehensive profit or loss, respectively.

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

The Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as the management determines is necessary to enable the preparation of the consolidated financial statements to be free from significant misstatement whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of King's Town Construction Co. Ltd. and its subsidiaries as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate King's Town Construction Co. Ltd. and its subsidiaries or to create operations, or has no realistic alternative but to do so.

The governance unit of King's Town Construction Co. Ltd. and its subsidiaries (including the Audit Committee or supervisors) is responsible for supervising the financial reporting process.

The Certified Public Accountant' Responsibilities in the Audit of the Consolidated Financial Statements

The objective of the audit on the Consolidated Financial Statements is to attain a reasonable assurance as to whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an Audit Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could reasonably have influence on the economic decisions made by the users of the Consolidated Financial Statements, they shall be deemed as material.

As part of an audit in accordance with the GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also executed the following tasks:

1. Identify and evaluate the risk of material misstatements in the Consolidated Financial Statements due to fraud or error; design and carry out appropriate countermeasures on the evaluated risk; and obtain sufficient and appropriate evidence as the basis for the audit opinion. The risk of not detecting a significant misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in King's Town Construction Co., Ltd. and its subsidiaries.
1. Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management

Conclude the appropriateness of the use of the going concern basis of accounting by the management, and based on the audit evidence obtained, whether a significant uncertainty exists related to events or conditions that may cast significant doubt on King's Town Construction Co., Ltd. and its subsidiaries and its ability to continue as a going concern. If the Certified Public Accountant is of the opinion that a material uncertainty exists, the users of the Consolidated Financial Statements should be reminded to pay attention to the relevant disclosures in the Consolidated Financial Statements, or modify the audit opinion when the disclosures are inappropriate. The Certified Public Accountant's conclusions are based on the audit evidence obtained as of the date of the audit report. However, future events or conditions may cause King's Town Bank Co., Ltd. and its subsidiaries to cease to continue as a going concern.

1. Evaluate the overall expression, structure, and content of the consolidated financial statements (including related notes) and whether the consolidated financial statements include the relevant transactions and events expressed adequately.
1. Obtain sufficient and appropriate audit evidence for the consolidated financial information of the King's Town Construction Co. Ltd. and its subsidiaries to express an opinion on the consolidated financial statements. The Certified Public Accountant is responsible for the guidance, supervision, and execution of the audit on the Airmate Group and is responsible for forming audit opinions on the Airmate Group.

The matters communicated with the governing bodies include the planned scope and timing of the audit, as well as the significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provide a statement to the governance unit that the personnel of the CPA Firm who are subject to the regulation of independence are indeed complying with the independence requirements in accordance with the Code of Professional Ethics. Also, they communicate to the governance unit all relationships and matters (including related protective measures) that may be considered as affecting our independence.

We use the matters communicated with the governance body to decide the Key Audit Matters for the audit of the 2021 consolidated financial statements of King's Town Construction Co., Ltd., and its subsidiaries. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

ShineWing Taiwan

Financial Supervisory Commission Approval No. Financial Supervisory Commission Approval No.

CPA: Elleen Chang Accountant: Jackson Jwo

FSC Letter Jin-Guan-Zheng-Shen No. 1070345892 FSC Letter Jin-Guan-Zheng-Shen No. 1070345892

Attachments 4: 2021 Consolidated Financial Statements

King's Town Construction Co., Ltd. Consolidated Balance Sheet As of 31 December 2021 and 2020

Unit: NT\$ thousand

			be 3 De ce m r	1, 2 0 2 1	be 3 De ce m r	1, 2 0 2 0
	As ts se	No te	Am nt ou	%	Am nt ou	%
1 1 X X	Cu nt ts rre ass e
1 1 0 0	h a d c h e iva len Ca ts s n as q u	( ) I V, V I I	\$ 1, 0 6 8, 4 3 0	3. 1 0	\$ 6 2 4, 9 0 9	1. 9 3
1 1 1 0	ina ia l a fa ir v lue hr h p f it o los F ts t t nt nc sse a a ou g ro r s - cu rre	( ) I V, V I I I	0	0. 0 0	8 9, 9 3 0	0. 2 8
1 1 5 0	iva b le Ne t n tes o re ce	( ) I V, V I I I I	3 6, 6 8 2	0. 1 1	4 0, 1 5 9	0. 1 2
1 1 0 7	de iva b les Ne t tra re ce	( ) I V, V I I I I	1 3 1, 9 8 7	0. 3 8	1 0 9 9 5, 7	0. 3 3
1 1 8 0	Ne de iva b les la d p ies t tra te t re ce - r e ar	I V, V I ( I I I ), V I I	0	0. 0 0	2	0. 0 0
1 2 0 0	O he iva b les t r r ec e	( ) I V, V I I V	8 3	0. 0 0	0, 0 6 3 7 5	2. 3 2
1 2 1 0	O he iva b les la d p ies t te t r r ec e - r e ar	I V, V I ( I V ), V I I	2 1 5	0. 0 0	2 7 7	0. 0 0
1 2 2 0	Cu nt tax ts rre as se	( ) I V, V I X X X	0	0. 0 0	2, 6 5 5	0. 0 1
1 3 2 0	Inv ies tor en	I V, V I ( V ), V I I I	3 1, 5 0 3, 4 6 7	9 1. 3 0	2 9, 1 8 6, 4 3 2	9 0. 1 3
1 4 1 0	Pr nts ep ay me	( ) V I V I	1, 3 3 6 5 5	1. 6 0	4 6 2, 6 2 0	1. 4 3
1 4 7 0	O he t t a ts r c urr en sse	V I ( V I I )	9 1, 0 8 4	0. 2 6	8, 5 9 7	0. 0 3
1 4 7 6	he f ina ia l a O t ts t r nc sse - c urr en	( ), V I V I I V I I I	8 0, 9 1 2	0. 2 3	6, 4 7 9	0. 0 2
1 1 X X	l c To ta t a ts urr en sse		\$ 3 3, 4 6 4, 1 8 7	9 6. 9 8	\$ 3 1, 2 8, 0 2 1 7	9 6. 6 0
1 5 X X	No nt ts n- cu rre as se
1 5 1 0	ina ia l a fa ir v lue hr h p f it o los F ts t t nt nc sse a a ou g ro r s - no n- cu rre	( ) I V, V I I I	\$ 8 2	0, 0 0	\$ 8 2	0. 0 0
1 0 5 5	d for ing he ity ho d Inv tm ts te t t es en ac co un us eq u m e	( ) I V, V I I X	1 3, 8 8 8	0. 0 4	1 6 6 5, 5	0. 0 5
1 6 0 0	lan d e ip Pr ty, t a nt op er p n q me u	( ) I V, V I X	7 3 5, 3 6 5	2. 1 3	8 0 2, 2 5 8	2. 4 8
1 7 5 5	ig ht- f-u Ne t r ts o se as se	( ) I V, V I X I	6 1, 2 1 6	0. 1 8	6 2, 7 3 1	0. 1 9
1 8 0 7	i b le Int ts an g as se	( ) I V, V I X I I	1 6 4, 6 6 7	0. 4 8	1 6 9, 2 9 0	0. 2 5
1 8 4 0	De fer d tax ts re as se	I V, V I ( X X X )	1 8, 9 3 5	0. 0 5	1 6, 9 5 9	0. 0 5
1 9 2 0	fun da b le de its Re p os	V I I I	3 4, 0 4 5	0. 1 0	3 4, 3 0 7	0. 1 1
1 9 3 0	Lo d de iva b le -te tes tra ng rm no an re ce	I V, V I ( I I I )	1 5, 0 0 0	0. 0 4	0	0. 0 0
1 5x x	l n To ta nt ts on -cu rre as se		\$ 1, 0 4 3, 1 9 8	3. 0 2	\$ 1, 1 0 1, 1 9 3	3. 4 0
1x xx	l a To ta ts sse		\$ 3 4, 0 3 8 5 7, 5	1 0 0. 0 0	\$ 3 2, 3 9, 2 1 4 7	1 0 0. 0 0

(Continued)

King's Town Construction Co., Ltd. Consolidated Balance Sheet As of 31 December 2021 and 2020 Unit: NT\$ thousand

			be De cem r	3 1, 2 0 2 1	be De cem r	3 1, 2 0 2 0
	ia b i l it ies d e ity L an qu	No te	Am nt ou	%	Am nt ou	%
2 1X X	l ia b i l it ies Cu nt rre
2 1 0 0	ho bo ing S rt- ter m rro w s	( ), IV V I XI II V II, V III ,	\$ 3, 6 5 5, 25 0	1 0. 5 9	\$ 4, 4 8 8, 8 0 6	1 3. 8 6
2 1 1 0	ho b i l ls p b le S rt- ter m ay a	( ), V I XI II V II, V III	3, 9 4 2, 9 6 5	1 1. 4 3	4, 2 0 8, 3 0 7	1 3. 0 0
2 1 3 0	Co l ia b i l it ies ntr act t cur ren –	V I ( XX III ), V II	5 9 0, 8 7 3	1. 7 1	5 15 0 8 6 ,	1. 5 9
2 15 0	No b le tes p ay a	IV	8 1, 9 7 9	0. 2 4	8 0, 3 0 9	0. 25
2 1 6 0	No b le lat d p ies tes art p ay a - re e	IV V II ,	9 0, 0 0 4	0. 2 6	1 2 0, 0 0 6	0. 3 7
2 17 0	Tr de b les a p ay a	IV	3 5, 17 9	0. 1 0	4 0, 9 0 1	0. 1 3
2 1 8 0	Tr de b les lat d p ies art a p ay a - r e e	IV V II ,	5 7 4, 7 9 1	1. 6 7	7 8 4, 7 9 7	2. 4 2
2 2 0 0	Ot he b les r p ay a		7 1, 1 6 7	0. 2 1	7 2, 9 3 0	0. 2 3
2 2 2 0	Ot he b les lat d p ies art r p ay a - r e e	V II	3 9 8	0. 0 0	2 0 8	0. 0 0
2 2 3 0	Cu l ia b i l it ies nt tax rre	IV	1 9 0, 9 6 5	0. 5 5	15 6, 6 8 0	0. 4 8
2 25 0	is ion Pro nt s – cu rre v	( ) IV V I XI V ,	4 4, 0 8 7	0. 1 3	3 8 17 5,	0. 1 1
2 2 8 0	l ia b i l it ies Le t ase cur ren –	( ) V I XV III	1, 0 8 0	0. 0 0	1, 0 6 2	0. 0 0
2 3 2 2	bo ing du it h in ing Lo -te t ng rm rro w s e w on e o p era le cy c	( ), V I XV II V II, V III	4 6, 5 5 8	0. 1 3	1 3 5, 8 3 3	0. 4 2
2 3 3 5	l lec ion Co t	( ), V I XV V II	6 7, 3 6 4	0. 2 0	8 7, 2 4 3	0. 27
2 3 9 9	he l ia b i l it ies he Ot ent ot r c urr rs –	( ) V I XV I	2 8, 0 1 8	0. 0 8	9 6 6	0. 0 0
2 1X X	To l c l ia b i l it ies ta ent urr		\$ 9, 4 2 1, 2 9 9	27 3 0	\$ 1 0, 7 2 8, 9 5 1	3 3. 1 3
25 XX	No l ia b i l it ies ent n-c urr
25 4 0	Lo bo ing -te ng rm rro s w	V I ( XV II ), V II, V III	\$ 8, 6 0 8, 47 5	2 4. 9 5	\$ 6, 8 6 2, 0 3 4	2 1. 1 9
25 7 0	De fer d t l ia b i l it ies re ax	V I ( XX X )	2 2, 8 25	0. 0 7	3 8, 4 0 8	0. 1 2
25 8 0	l ia b i l it ies Le nt ase - n on -cu rre	( ) V I XV III	6 1, 4 8 5	0. 1 8	6 2, 6 2 8	0. 1 9
2 6 4 0	de f ine d be f it l ia b i l it ies Ne t nt ne - n on -cu rre	( ) IV V I XX V III ,	2 2, 4 0 7	0. 0 6	2 1, 3 9 2	0. 0 7
2 6 45	its ive d De p os rec e	( ), IV V I XI X V II ,	4, 9 8 5	0. 0 1	3, 8 6 5	0. 0 1
25 xx	l n l ia b i l it ies To ta nt on -cu rre		\$ 8, 7 2 0, 2 4 0	25 27	\$ 6, 9 8 8, 0 4 8	2 1. 5 8
2X XX	l l ia b i l it ies To ta		\$ 1 8, 1 4 1, 5 3 9	5 2. 5 7	\$ 17 7 1 6, 9 9 9 ,	5 4. 7 1
3 XX X	Eq ity u
3 1 1 0	S ha ita l - d ina ha re cap or ry s res	V I ( XX )	\$ 3, 7 17 5 9 0 ,	1 0. 7 7	\$ 3, 7 1 1, 9 3 1	1 1. 4 6
3 2 1 1	Pa i d- in ita l - d ina ha ium cap or ry s res p rem	V I ( XX I )	1 3, 8 6 5	0. 0 4	0	0. 0 0
3 3 0 0	ine d e ing Re ta arn s
3 3 1 0	l re Le g a ser ve	( ) V I XX II	1, 3 9, 9 0 3 5	4. 4 6	1, 3 1, 4 3 6 7	4. 2 4
3 3 0 5	iat d e ing Un ap p rop r e arn s	( ) V I XX IX	1 1, 0 9 4, 4 8 8	3 2. 1 6	9, 8, 8 4 8 5 7	2 9. 9 5
3 3 0 0	l re ine d e ing To ta ta arn s		\$ 1 2, 6 3 4, 3 9 1	3 6. 6 2	\$ 1 0, 9 5 0, 2 8 4	3 3. 8 3
3 XX X	l e ity To ta qu		\$ 1 6, 3 6 5, 8 4 6	47 4 3	\$ 1 4, 6 6 2, 2 15	45 2 9
	l l ia b i l it ies d e ity To ta an qu		\$ 3 4, 5 0 7, 3 8 5	1 0 0. 0 0	\$ 3 2, 3 7 9, 2 1 4	1 0 0. 0 0

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan Manager: Tsai, Tien-Tsan Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. | 京城建設

King's Town Construction Co., Ltd. Consolidated Statements of Comprehensive Income As of 31 December 2021 and 2020

Unit: NT\$ thousand

			202 1		202 0
Cod e	Ac itle nt t cou s	No te	Am t oun	%	Am t oun	%
400 0	tin Op era g r eve nue
41 10	Sal es r eve nue		\$ 6, 657 417 ,	100 .00	\$ 8, 669 61 1 ,	100 .02
417 0	Sal etu es r rns		0	0.0 0	( 1, 762 )	( 0.0 2)
419 0	Sal dis d a llow nts es cou an anc es		( ) 173	( 0) 0.0	0	0.0 0
410 0	les Ne t sa	( III) VI XX	\$ 6, 657 244 ,	100 .00	\$ 8, 667 849 ,	100 .00
500 0	Co f re st o ven ue		3, 970 638 ,	59. 64	5, 684 124 ,	65. 58
590 0	Gro rof it ss p		\$ 2, 686 606 ,	40 .36	\$ 2, 983 725 ,	34. 42
600 0	Op tin era g e xpe nse s	VI ( XX XI )
610 0	Sel lin nd rke tin g a ma g e xpe nse s		46 1, 318	6.9 3	657 796 ,	7.5 9
620 0	Ge al a nd adm ini tiv stra ner e e xpe nse s		151 333 ,	2.2 8	151 228 ,	1.7 4
600 0	To tal ing rat ope ex pen ses		\$ 612 65 1 ,	9.2 1	\$ 809 024 ,	9.3 3
690 0	tin inc ital ( %) Op e to era g om ca p		\$ 2, 073 955 ,	31. 15	\$ 2, 174 70 1 ,	25 .09
700 0	atin inc nd No n-o per g om e a exp ens es
710 0	Int st i ere nco me	VI ( XX IV )	\$ 239	0.0 0	\$ 218	0.0 0
70 10	Oth er i nco me	( V) VI XX	10, 367	0.1 6	16, 426	0.1 9
702 0	Oth ain d lo er g s an sse s	VI ( XX VI )	25, 215	0.3 8	( 18, 509 )	( 0.2 1)
705 0 706 0	Fin ost e c anc s Sha ofi lo f as iate int ted fo sin the uit eth od	VI ( XX VI I) VI IX	( 186 579 ) , 522	( 2.8 0) 05	( 245 689 ) , 777	( 2.8 3) 07
700 0	f pr d jo t or tur re o ss o soc s an ven es acc oun r u g eq y m tal tin inc nd	( )	3, 147 236	0, 2.2	5, 24	0, 2.7
790 0	To non -op era g om e a exp ens es t in e b efo Ne re t		\$ ( ) , \$ 926 719	( 1) 28 .94	\$ ( 1, 777 ) \$ 932 924	( 8) 22 .31
	com ax	IV	1, ,		1, ,
795 0	Inc e ta om x e xpe nse	, VI ( XX X)	239 310 ,	3.5 9	248 032 ,	2.8 6
820 0	t in fter Ne tax com e a		\$ 1, 687 409 ,	25 .35	\$ 1, 684 892 ,	19. 45
830 0	Oth hen siv e in er c om pre com e
83 10	Item ecl ifie d to ofi lo ot r t or s n ass pr ss
83 11	of de fin ed ben efit lan Re ent me asu rem p s	IV , VI ( XX VI II)	( \$ 4, 127 )	( 0.0 6)	( \$ 270 )	0.0 0
834 9	ela tin to i s th ill be cla ssif ied bse ntl rof it o r lo Inc e ta tem at w not to p om x r g re su que y ss	IV , VI ( X) XX	( ) 825	( 1) 0.0	( 54)	0.0 0
830 0	Oth hen siv e in e (a fter ) tax er c om pre com		\$ ( 3, 302 )	( 0.0 5)	\$ ( 216 )	0.0 0
850 0	To tal hen siv e in com pre com e		\$ 1, 684 107 ,	25 .30	\$ 1, 684 676 ,	19. 45
975 0	sic rni r sh ( \$ ) Ba NT ea ngs pe are	IV , VI ( I) XX XI	\$ 4, 54		\$ 4, 48
985 0	Dil d e ing har e ( \$ ) NT ute arn s p er s	IV , VI ( I) XX XI	\$ 4, 54		\$ 4, 48
	( Ple fer the to ase re ac com pan	ing in the fin ial tes y no anc rep	) ort

Chairperson: Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan Manager: Tsai, Tien-Tsan Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. Consolidated Statement of Changes in Equity From January 1 to December 31, 2021 and 2020 Unit: NT\$ thousand

	dg Le Ac t er co un		Ca ita l p		ine d e ing Re ta arn s		l e ity To ta q u
Co de	Su mm ary	S ha ita l re ca p	lus su rp	l r Le g a ese rv e	ia d e ing Un te ap p rop r arn s	l To ta
A 1 1 B	Ba lan f Jan 1, 2 0 2 0 ce as o ua ry l r Le g a ese rv e	\$ 3, 8 4 8, 4 6 4	\$ 4 0, 0 1 5	\$ 1, 2 0 5, 7 7 8 1 6 6 8 5, 5	\$ 8, 3 2 8, 5 2 9 ( 1 6 6 8 ) 5, 5	\$ 9, 5 3 4, 3 0 7 0	\$ 1 3, 4 2 2, 7 8 6 0
9 B	Em loy ion ita l t to p ee co mp en sa ca p inc rea se	3 5, 5 7	1 2, 8 8 5			0	1 8, 2 1 5
D 1 D 3	Ne inc in 2 0 2 0 t om e he he ive inc in O 2 0 2 0 t r c om p re ns om e				1, 6 8 4, 8 9 2 ( ) 2 1 6	1, 6 8 4, 8 9 2 ( ) 2 1 6	1, 6 8 4, 8 9 2 ( ) 2 1 6
D 5	To l c he ive inc in 2 0 2 0 ta om p re ns om e				\$ 1, 6 8 4, 6 7 6	\$ 1, 6 8 4, 6 7 6	\$ 1, 6 8 4, 6 7 6
L 1 L 3	k r ha Tr toc ea su ry s ep ur c se Ca l la ion f tr ha t nc e o ea su ry s res	( 1 4 1, 8 9 0 )	( 5 2, 8 7 3 )		( 2 6 8, 6 9 9 )	( 2 6 8, 6 9 9 )	( 4 6 3, 4 6 2 )
Z 1	Ba lan f De be 3 1, 2 0 2 0 ce as o ce m r	\$ 3, 7 1 1, 9 3 1	\$ 0	\$ 1, 3 7 1, 4 3 6	\$ 9, 5 7 8, 8 4 8	\$ 1 0, 9 5 0, 2 84	\$ 1 4, 6 6 2, 2 1 5
A 1	Ba lan f Jan 1, 2 0 2 1 ce as o ua ry	\$ 3, 7 1 1, 9 3 1	\$ 0	\$ 1, 3 7 1, 4 3 6	\$ 9, 5 7 8, 8 4 8	\$ 1 0, 9 5 0, 2 84	\$ 1 4, 6 6 2, 2 1 5
B 1	l r Le g a ese rv e			1 6 8, 4 6 7	( ) 1 6 8, 4 6 7	0	0
B 9	loy ion ita l Em t to p ee co mp en sa ca p inc rea se	5, 6 5 9	1 3, 8 6 5			0	1 9, 5 2 4
1 D	in 2 0 2 1 Ne In t co me				1, 6 8 4 0 9 7,	1, 6 8 4 0 9 7,	1, 6 8 4 0 9 7,
3 D	O he he ive inc / ( los ) in t r c om p re ns om e s 2 0 2 1				( 3, 3 0 2 )	( 3, 3 0 2 )	( 3, 3 0 2 )
D 5	To l c he ive inc / ( los ) in ta om p re ns om e s 2 0 2 1				\$ 1, 6 8 4, 1 0 7	\$ 1, 6 8 4, 1 0 7	\$ 1, 6 8 4, 1 0 7
1 Z	lan f be 3 1, 2 0 2 1 Ba De ce as o ce m r	\$ 3, 1 9 0 7 7, 5	\$ 1 3, 8 6 5	\$ 1, 3 9, 9 0 3 5	\$ 1 1, 0 9 4, 4 8 8	\$ 1 2, 6 3 4, 3 91	\$ 1 6, 3 6 8 4 6 5,

Note: Employee compensation of NT\$19,462 thousand and NT\$19,524 thousand for 2021 and 2020, respectively, have been deducted from statements of comprehensive income.

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan Manager: Tsai, Tien-Tsan Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. and subsidiaries Consolidated Statement of Cash Flows From January 1 to December 31, 2021 and 2020

Unit: NT\$ thousand

Cod e		Jan 1, 2 021 uary to D mb er 3 1 ece	Jan 1, 2 020 uary to D mb er 3 1 ece
AA AA	Cas h fl from rati ctiv ities ow ope ng a :			BB BB	Cas h fl from inv esti ctiv ities ow ng a :
A10 000	Cur ofit bef rent t pr tax yea r ne ore	\$1,9 26,7 19	\$1,9 32,9 24	B00 100	Acq uisi tion of fina ncia l as at f air v alue thr h pr ofit loss sets oug or	\$0	\$18 ( 3,07 9)
A20 000	Adj item ustm ent s:			B00 200	Dis al o f fin ial a fai lue thro ugh fit o r lo sset s at pos anc r va pro ss	115 ,183	162 ,585
A20 010 A20 100	Rev and los s th at d t af fect the h fl enu e, e xpe nse o no cas ows : Dep reci atio n ex ses	70,2 52	69,4 82	B02 700 B03 700	Acq uisi tion of lant d eq uipm pert ent pro y, p , an Incr in r efun dab le d sits ease	(3,8 95) (20 8,98 8)	(17 ,037 ) (4,5 84)
A20 200	pen Am orti zati on e xpe nse s	4,76 3	4,77 0	B03 800	epo Dec e in ref und able dep osit reas s	209 ,250	8,87 1
A20 400	los s (g ain) fina ncia l as at f air v alue thr h pr ofit Net sets on oug or l oss	(21 ,357 )	7,59 9	B04 500	Acq uisi tion of inta ngib le a sset s	(14 0)	(47 7)
A20 900	Inte rest exp ens es	186 ,579	245 ,689	B06 500	in othe r fin ial a Incr sset ease anc s	(74 ) ,433	(4,4 10)
A2 120 0	inc Inte rest ome	(23 9)	(21 8)	B07 600	h di vid end of fit o r lo f su bsid iari ed f sing the ity Cas unt pro ss o es a cco or u equ hod met	5,20 0	4,99 7
A2 130 0	Div iden d in com e	0	(71 0)	BB BB	h in flow (ou tflo w) from inv esti ctiv ities Net cas ng a	\$42 ,177	( \$33 ,134 )
A22 300	Sha f pr ofit loss of ciat ed f sing the unt re o or asso es a cco or u ity m etho d equ	(3,5 22)	(5,7 77)
A22 500	dis al o f pr pla and ipm Los rty, nt, ent s on pos ope equ	1,12 9	1,47 1
A22 600	Rec lass ific atio n of lant and ipm pert ent to e pro y, p equ xpe nse s f in	236	0	CC CC	Cas h fl fro m f inan cing ivit ies: act ows
A23 100	(Ga in) Los dis al o tme nts s on pos ves Tot al r nd l that do affe ct th sh not eve nue , ex pen se a oss e ca	(3,8 96)	10,3 65	C00 100	Pro ds f sho bor ing rt-te cee rom rm row s	\$16 ,720 ,520	\$24 ,334 ,940
A20 010	flow s:	\$23 3,94 5	\$33 2,67 1	C00 200	Pro ds f sho bill yab le rt-te cee rom rm s pa	(17 ,554 ,076 )	(24 ,80 1,91 4)
A30 000	Cha s in rati d li abil ities sset nge ope ng a s an			C00 500	Pro ds f sho bill yab le rt-te cee rom rm s pa	14,9 02,0 00	28,2 79,2 00
A3 100 0	Net cha s in rati sset nge ope ng a s			C00 600	Rep of sho bill yab le ents rt-te aym rm s pa	(15 ,167 ,000 )	(28 ,346 ,200 )
A3 113 0	Rep of sho bor ing ents rt-te aym rm row s	\$11 ( ,523 )	\$68 ,55 1	C01 600	Pro ds f lon loan g-te cee rom rm s	1,99 0,5 18	3,96 2,00 0
A3 115 0	Incr in t rad ceiv able ease e re s	(25 ,979 )	(50 ,114 )	C01 700	Pro ds f lon bor ing g-te cee rom rm row s	(33 3,35 2)	(7,6 92, 188 )
A3 118 0	Dec e (in se) in o ther eiva bles reas crea rec	750 ,042	(74 9,9 19)	C03 000	Incr in dep osit ceiv ed ease s re	2,73 9	0
A3 120 0	Dec e (in se) in in tori reas crea ven es	(2,3 17,0 35)	4,48 5,87 5	C03 100	Dec e in dep osit ceiv ed reas s re	(1,3 40)	(13 3,95 8)
A3 123 0	(Inc e) d in p ents reas ecre ase rep aym	(88 ,716 )	102 ,712	C04 020	Rep of t he p rinc ipal tion of leas e lia bili ties ent aym por	(1,0 62)	(1,0 44)
A3 124 0	(Inc e) d in o ther rent ets reas ecre ase cur ass	(82 ) ,487	2,63 7	C04 900	tock urch Tre t asu ry s rep ase cos	0	(46 2) 3,46
A3 100 0	al n han in rati Tot et c sset ges ope ng a s	( \$1,7 98) 75,6	\$3,8 59,7 42	CC CC	h in flow s (o utfl ow) fro m f inan cing ivit ies: Cas act	\$55 8,94 7	( \$4,8 26) 62,6
A32 000	cha in rati ng l iabi litie Net nge ope s
A32 125	in t lia bili ties Incr trac nt ease con – c urre	\$75 ,787	\$24 ,690
A32 130	Gai n (l oss) in n able otes pay	(28 ) ,332	64,6 22	EEE E	in cash and h eq uiv alen Incr ent t ease curr cas	\$44 3,52 1	\$23 0,24 7
A32 150	e in ble Dec ts p reas acc oun aya	(21 5,72 8)	(64 4,86 0)	E00 100	Cas h an d ca sh e quiv alen the beg inni f th riod t at ng o e pe	624 ,909	394 ,662
A32 180	in othe yab les Incr ease r pa	19,5 83	16,5 13	E00 200	Cas h an d ca sh e quiv alen the end of the iod t at per	\$1,0 68,4 30	\$62 4,90 9
A32 200	Incr in p isio ease rov ns	8,89 1	4,3 13
A32 230	Incr (de se) in o ther liab iliti rent ease crea cur es	7,17 3	(1,5 73)
A32 240	Dec e in def ined ben efit liab iliti net reas es	(3,1 12)	(3,5 10)
A32 000	Tot al n han in rati ng l iabi litie et c ges ope s	\$13 ( 5,73 8)	\$53 ( 9,80 5)
A30 000	Tot al n han in rati d li abil ities et c sset ges ope ng a s an	( \$1,9 11,4 36)	\$3,3 19,9 37
A33 000	Cas h in flow (ou tflo w) from rati ctiv itie ope ng a s	\$24 9,22 8	\$5,5 85,5 32
A33 100	Inte eive d rest rec	239	218
A33 200	Div iden d re ceiv ed	0	710
A33 300	Inte pai d rest	(18 7,86 7)	(25 2,07 8)
A33 500	Inco tax retu me rn	2,55 6	0
A33 500	paid Inco tax me	(22 9) 1,75	(20 5) 8,37
AA AA	h in flow (ou tflo w) from rati ctiv ities Net cas ope ng a	( \$15 3) 7,60	\$5, 126 ,007

Chairperson: Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan Manager: Tsai, Tien-Tsan Accountant Officer: Liang, Su-Ying

(Please refer to the accompanying notes in the financial report)

Attachments 5 : Comparison table of amendments to the "Articles of Incorporation"

Amended Clauses	Current Provisions	Remarks
Chapter 2 Shares	Chapter 2 Shares
Article VII. The total capital of	Article VIII. The total capital of	In respond to the future
the Company is NTD 5.0	the Company is NTD 4.5	funding plan, the
billion, divided into 500	billion, divided into 450	Company reserves room
million shares, each with an	million shares, each with an	for capital offering in
amount of NTD10, which are	amount of NTD10, which are	advance.
issued in installments. The	issued in installments. The
Board of Directors authorized	Board of Directors authorized
the issuance of unissued shares	the issuance of unissued shares
is required to resolve on the	is required to resolve on the
issuance of shares.	issuance of shares.
The capital amount of	The capital amount of
NTD200,000,000 in the	NTD200,000,000 in the
preceding paragraph shall be	preceding paragraph shall be
reserved for issuance of	reserved for issuance of
employee share option	employee share option
warrants, totaling 20,000,000	warrants, totaling 20,000,000
shares with NTD10 per share,	shares with NTD10 per share,
which may be issued in	which may be issued in
installments according to the	installments according to the
resolution of the Board of	resolution of the Board of
Directors.	Directors.
If the stock option price of the	If the stock option price of the
employee share options issued by	employee share options issued by
the Company is lower than the closing price of the Company's	the Company is lower than the closing price of the Company's
common share on the date of	common share on the date of
issuance, the share options shall	issuance, the share options shall
be issued only after a	be issued only after a
shareholders' meeting attended	shareholders' meeting attended
by a majority of the total number	by a majority of the total number
of shares issued and approved by	of shares issued and approved by
two-thirds or more of the	two-thirds or more of the
shareholders present.	shareholders present.
Chapter 3 Shareholders' Meeting	Chapter 3 Shareholders' Meeting
Article XIV. The resolution of the	Article XIV. The resolution of the	Article 172-2 of the
shareholders' meeting shall,	shareholders' meeting shall,	Company Act was
except as otherwise provided	except as otherwise provided	promulgated and
by the Companies Act, be	by the Companies Act, be	amended on December
made by the consent of the	made by the consent of the	29, 2021. The provisions
majority of the shareholders	majority of the shareholders	of the video conference of
present at the meeting	present at the meeting	the shareholders' meeting
representing more than half of the total number of issued	representing more than half of the total number of issued	shall be applicable to the open public listed
shares.	shares.	company. According to
Shareholders of the Company	Shareholders of the Company	the provisions of the first
may exercise voting rights by	may exercise voting rights by	paragraph of this Article,

electronic means. Shareholders	electronic means. Shareholders	the Articles of
exercising voting rights by	exercising voting rights by	Incorporation of the
electronic means shall be	electronic means shall be deemed	company shall specify
deemed to attend in person,	to attend in person, and relevant	that when the
and relevant matters shall be	matters shall be handled in	shareholders' meeting is
handled in accordance with the	accordance with the laws and	held, it shall be held by
laws and regulations.	regulations.	the video conference or
When the Shareholders' Meeting		the central supervisor
of the Company is held, it may be		authority, namely the
announced by video-conference		Ministry of Economy. In
or in other manner as may be		addition, the Regulations
announced by the Ministry of		Governing the
Economic Affairs.		Administration of
		Shareholder Services
		were amended and
		promulgated on March 4,
		2022, and the same
		provisions shall apply to
		the third paragraph of
		Article 44-9 thereof. In
		order to cooperate with
		the supervisor authorities
		in promoting the policy of
		the video shareholders'
		meeting, and in response
		to the needs of the digital
		era, to provide the
		channels for shareholders
		to facilitate their
		participation in the
		shareholders' meeting, the
		Company may convene
		the video meeting
		through the resolution of
		the Board of Directors in
		accordance with the
		provisions of the previous
		disclosure. Therefore, it
		amended that the
		shareholders' meeting of
		the Company may be
		convened by video
		conference or other
		means announced by the
		Ministry of Economy.
Chapter 7 Supplementary	Chapter 7 Supplementary
Provisions	Provisions
Article XXIX. These Articles of	Article XXIX. These Articles of	Added the date and
Incorporation were established	Incorporation were established	number of the
on September 3, 1985.	on September 3, 1985.	amendment.
The first amendment was made	The first amendment was made

on September 24, 1985. (omitted)	on September 24, 1985. (omitted)
The twenty-sixth amendment was made on June 28, 2017. The twenty-seventh	The twenty-sixth amendment was made on June 28, 2017.
amendment shall be made on June 23, 2022.

Attachments 6 : Comparison table of amendments to the "Procedures for Endorsement and Guarantee"

Amended Clauses	Current Provisions	Remarks
Article II. Regulatory Basis	Article II. Regulatory Basis	Referring to the
This work procedure is established	This work procedure is	provisions of Article 14-3
in accordance with the Financial	established in accordance with	of the Securities and
Supervisory Commission Securities	the Financial Supervisory	Exchange Law, the
and Futures Authority (hereinafter	Commission Securities and	second paragraph is
referred to as the "FSFA") and the	Futures Authority (hereinafter	added.
"Regulations Governing Loaning of	referred to as the "FSFA") and	Pursuant to Article 14-5
Funds and Making of	the "Regulations Governing	of the Securities and
Endorsements/Guarantees by Public	Loaning of Funds and Making	Exchange Act, the Audit
Companies".	of Endorsements/Guarantees	Committee's functional
This procedure is approved by more	by Public Companies".	authority includes
than one half of the members of the		formulating or amending
Audit Committee and approved by		the procedures for
to the Board of Directors, and		handling material
submitted to shareholders' meeting.		financial activities, such
If approval of one-half or more of all		as loaning of funds to
Audit Committee members is not		others; therefore, this
obtained, the procedures may be		paragraph 3 is added with
implemented if approved by		reference to the
two-thirds or more of all Directors,		provisions of Article 6 of
and the resolution of the Audit		the Regulations
Committee shall be recorded in the		Governing the
minutes of the Board of Directors'		Acquisition and Disposal
meeting.		of Assets by Public
When the Company submits these		Companies.
Operating Procedures to the Board
of Directors for discussion in
accordance with the provisions of
the preceding paragraph, due
consideration shall be given to the
opinions of the Independent
Directors, and any objections or reservations of the Independent
Directors shall be set forth in the
minutes of the Board of Directors.
Article V. Endorsement Guarantee	Article V. Endorsement	Amend the limits of the
Limit and Evaluation	Guarantee Limit	External Endorsement
Criteria	and Evaluation	Guarantee to meet the
The total amount of the Company's	Criteria	actual operational needs
external endorsement guarantees and	The total amount of the	of the Company.
the limit of the endorsement	Company's external
guarantees to a single enterprise are	endorsement guarantees and
as follows:	the limit of the endorsement
I. The total amount of the	guarantees to a single
endorsement guarantees of the	enterprise are as follows:
Company and its subsidiaries as	I. The total amount of the
a whole is limited to less than	endorsement guarantees

50% of the net value of the Company. If the aggregate amount of the endorsement guarantee as a whole exceeds 50% of the net value of the company's financial statements, it shall first be submitted to the Audit Committee and the Board of Directors for approval, and the necessity and reasonableness thereof shall be explained at the next shareholders' meeting. II. When the Company and its subsidiaries as a whole endorse

a single enterprise, the maximum amount shall not exceed thirty percent of the net value of the Company, and shall not exceed fifty percent of the paid-up capital of the enterprise. With the exception of a subsidiary of the Company which holds 100% of the equity interest.
III. The amount of the endorsement guarantee given by the Company and its subsidiaries to a single enterprise shall not exceed 30% of the higher amount of the most recent annual business transaction between the guaranteed company and the Company or 120% of the amount of the most recent three-month business transaction.
IV. The Company and its subsidiaries shall not be subject to the provisions of this Article and shall be deemed to be endorsement guarantees for the mutual guarantee required by the contract between the same industry or co-founders for the underwriting project, or for the endorsement guarantee of the investee company by each investing shareholder in accordance with its shareholding ratio due to the joint investment relationship, or

of the Company and its subsidiaries as a whole is limited to less than 50% of the net value of the Company.

II. When the Company and its subsidiaries as a whole endorse a single enterprise, the maximum amount shall not exceed thirty percent of the net value of the Company, and shall not exceed fifty percent of the paid-up capital of the enterprise. With the exception of a subsidiary of the Company which holds 100% of the equity interest.
III. The amount of the endorsement guarantee for a single enterprise shall not exceed 30% of the higher amount of the business transaction between the guaranteed company and the company in the most recent year or 120% of the amount of the business transaction in the most recent three months, and shall not exceed 30% of the net value of the company. In addition, the amount of the endorsement guarantee for the investment company shall not exceed 50% of the net value of the investment company by the respective investing shareholders in accordance with their shareholding ratio due to the mutual insurance contract between the same industries required for the undertaking of the project or due to the joint

	for the joint guarantee of the		investment relationship.
	performance guarantee of the		The subsidiaries and parent
	pre-sale house sales contract		companies referred to in these
	between the same industry		procedures shall be
	engaged in according to the		recognized following the
	regulations of the Consumer		Guidelines Governing the
	Protection Law.		Preparation of Financial
	The subsidiaries and parent		Reports by Securities Issuers.
	companies referred to in these		The net worth referred to in
	procedures shall be recognized		these procedures is the equity
	following the Guidelines Governing		attributable to the owners of
	the Preparation of Financial Reports		the parent company as defined
	by Securities Issuers.		in the Guidelines Governing
	The net worth referred to in these		the Preparation of Financial
	procedures is the equity attributable		Reports by Securities Issuers.
	to the owners of the parent company
	as defined in the Guidelines
	Governing the Preparation of
	Financial Reports by Securities
Issuers.
Article IX.	Public Announcement	Article X.	Public	For the purpose of
	and Regulatory Filing		Announcement	clarifying the definition
	Procedures		and Regulatory	of an investment of a
I.	The Company shall announce the balance of the endorsement	I.	Filing Procedures The Company shall	long-term nature, the context of the second
	guarantee of the Company and		announce the balance of	paragraph shall be
	its subsidiaries for the previous		the endorsement	amended with reference
	month by the tenth day of each		guarantee of the	to the first paragraph of
	month.		Company and its	Article 9-4 of the
II.	The Company's endorsement		subsidiaries for the	Standard for the
	guarantee that one of the		previous month by the	Preparation of Financial
	following standards is met shall		tenth day of each month.	Reports of Securities
	be declared in the	II.	The Company's	Issuers.
	announcement within two days		endorsement guarantee	Considering that the loan
	from the date of the occurrence		that one of the following	of funds is not yet of a
	of the fact:		standards is met shall be	transactional nature,
	(I), The balance of		declared in the	considering amend the
	endorsement guarantees of		announcement within	context of the fifth
	the Company and its		two days from the date of	paragraph.
	subsidiaries exceeds 50%		the occurrence of the
	of the net value of the		fact:
	Company's most recent		(I), The balance of
	financial statements.		endorsement
	(II), The balance of the		guarantees of the
	endorsement guarantee of		Company and its
	the Company and its		subsidiaries exceeds
	subsidiaries for a single		50% of the net value
	enterprise amounts to more		of the Company's
	than 20% of the net value		most recent financial
	of the latest financial		statements.
	statements of the		(II), The balance of the
	Company.		endorsement

(III),The balance of guarantee of the

endorsements/guarantees Company and its
by the Company and its subsidiaries for a
subsidiaries for a single single enterprise
enterprise reaches NTD10 amounts to more
millions or more and the than 20% of the net
aggregate amount of all value of the latest
endorsements/guarantees financial statements
for, carrying value of of the Company.
equity method investment (III),The balance of
in, and balance of loans to, endorsements/guaran
such enterprise reaches tees made by the
30% or more of the Company and its
Company's net worth as subsidiaries to a
stated in its latest financial single enterprise
statement. reaches NTD10
(IV),The amount of new million and the total
endorsements/guarantees balance of
made by the Company or endorsements/guaran
its subsidiaries reaches tees, long-term
NTD30 million or more, investment, funds
and reaches 5% or more of loaning by TUC to
the Company's net worth such enterprise is
as stated in its latest more than 30 percent
financial statement. of the Company's net
III. The Company shall announce worth as stated in the
and report on behalf of any latest financial
subsidiary thereof that is not a statements.
public company of the Republic (IV),The amount of new
of China any matters that such endorsements/guaran
subsidiary is required to tees made by the
announce and report pursuant Company or its
to subparagraph 4 of the subsidiaries reaches
preceding paragraph. NTD30 million or
IV. For the purposes of this more, and reaches
procedure, the announcement is 5% or more of the
entered into the information Company's net
reporting website designated by worth as stated in its
the Financial Supervisory latest financial
Commission. statement. V. The date of the occurrence of III. The Company shall
the facts referred to in this announce and report on
Procedure refers to the date on behalf of any subsidiary
which the Transaction is thereof that is not a
entered into, the date of public company of the
payment, the date of the Republic of China any
resolution of the Board of matters that such
Directors or other date on subsidiary is required to
which sufficient funds are announce and report
available to determine the pursuant to subparagraph
subject of the endorsement 4 of the preceding
guarantee and the amount of paragraph.

the Transaction, etc.	IV. For the purposes of this
	procedure, the
	announcement is entered
	into the information
	reporting website
	designated by the
	Financial Supervisory
	Commission.
	V. The date of occurrence
	specified in the
	Procedures refers to the
	date of contract signing
	for the transaction,
	payment date, resolution
	date of the Board of
	Directors, or other dates
	on which the transaction
	party and amount can be
	ascertained, whichever is
	earlier.
Article XVI. Amendment Date	Article XVI. Amendment	This amendment work
This operation procedure has been	Date	procedure is required.
approved for implementation by the	This operation procedure has
shareholders' meeting on June 25, 2003. First amendment was on June 14, 2006.	been approved for implementation by the
The second amendment was made on	shareholders' meeting on June
June 16, 2009.	25, 2003.
The third amendment was made on	First amendment was on June
June 25, 2010.	14, 2006.
The fourth amendment was made on	The second amendment was
June 25, 2013.	made on June 16, 2009.
The fifth amendment was made on June	The third amendment was made
28, 2017.	on June 25, 2010.
The sixth amendment shall be made on	The fourth amendment was
June 23, 2022.	made on June 25, 2013.

	The fifth amendment was made

Attachments 7 : Comparison table of amendments to the "Procedures for Acquisition or Disposal of Assets"

	Amended Clauses Current Provisions Remarks
	Article V. Any professional appraiser	Article V. Section 5: Any	I. In order to clarify the
	and its appraisal personnel,	professional appraiser and its	procedures and
	certified public accountants,	appraisal personnel, certified	responsibilities to be
	lawyers, or securities	public accountants, lawyers, or	followed by external
	underwriters whom the	securities underwriters whom	experts, the second
	Company or its subsidiary has	the Company or its subsidiary	preamble should be
	acquired appraisal reports and	has acquired appraisal reports	amended to regulate the
	opinions from, shall meet the	and opinions from, shall meet	issuance of valuation
	following requirements:	the following requirements:	reports or opinions by
I.	Have not been convicted offence	I. Have not been convicted offence	professional valuers and
	under the said Act, the Companies	under the said Act, the Companies	their valuers, certified
	Act, the Banking Laws, Insurance	Act, the Banking Laws, Insurance	public accountants,
	Laws, the Financial Holding Company Regulations, Business	Laws, the Financial Holding Company Regulations, Business	attorneys or securities underwriters, in addition to
	Accounting Law, or committed	Accounting Law, or committed	the matters listed in the
	fraud, breach of trust,	fraud, breach of trust,	current paragraph 2, and in
	embezzlement, forgery of	embezzlement, forgery of	accordance with the
	documents or occupational crime,	documents or occupational crime,	self-regulatory rules of the
	and been sentenced for more than	and been sentenced for more than	trade associations to which
	one (1) year of imprisonment. The	one (1) year of imprisonment. The	they belong.
	provision shall not apply in the	provision shall not apply in the	II. In view of the fact that
	event of completion of execution	event of completion of execution	the previous external expert
	or expiration of probation, or	or expiration of probation, or	who undertook and
	pardon was received for more	pardon was received for more	executed the case of issuing
	than a period of three (3) years	than a period of three (3) years	the appraisal report or the
	immediately preceding the date of the transaction.	immediately preceding the date of the transaction.	reasonableness opinion in accordance with the
	II.The parties to the transaction shall	II.The parties to the transaction shall	provisions of these
	not be related parties or have a	not be related parties or have a	Standards does not refer to
	substantial relationship with each	substantial relationship with each	the examination and
	other.	other.	verification of the financial
III.	If the company is required	III. If the company is required	report, so the wording of the
	to obtain appraisal reports from	to obtain appraisal reports from	"examination" of the case in
	two or more professional	two or more professional	paragraph 2, subparagraph 2
	appraisers, the different	appraisers, the different	shall be amended to read as
	professional appraisers or	professional appraisers or	"execution" of the case.
	appraisal officers may not be	appraisal officers may not be	III. Considering the
	related parties or de facto related parties of one another.	related parties or de facto related parties of one another.	external experts' actual assessment of the
	When issuing a valuation report or	When issuing a valuation report or	information sources,
	opinion, the aforementioned person	opinion, the aforementioned person	parameters and information
	shall act in accordance with the	shall comply with the following	used, and taking into
	self-regulatory regulations of the	matters:	account the Article 9-4, item
	industry associations to which he	I. Prior to accepting a case, they	4, Item 3-5 of the Standards
	belongs and the following matters:	shall prudently assess their own	for the Preparation of
I.	Prior to accepting a case, they	professional capabilities, practical	Financial Statements of
	shall prudently assess their own	experience, and independence.	Securities Issuers, the
	professional capabilities, practical	II.When auditing a case, they shall	Accounting Research and
	experience, and independence.	appropriately plan and execute	Development Foundation of
	II.When executing a case,	adequate working procedures, in	the Republic of China No.

order to have a conclusion and

298 of December 25, 2014

appropriate operational

procedures should be properly	use the conclusion as the basis for	(103) interpretation, and
planned and implemented to	issuing the report or opinion. The	Article 27 of the Evaluation
formulate conclusions and issue a	related working procedures, data	Standards No. 8, the
report or opinion; and the	collected, and conclusion shall be	appropriateness and
procedures, aggregated	fully and accurately specified in	reasonableness of the
information and conclusions to be	the case working papers.	information sources and
executed should be detailed in the	III. They shall conduct an	parameters, it is reasonable
work sheet.	item-by-item evaluation on the	to amend the context of
III. They shall conduct an	comprehensiveness, accuracy and	Paragraphs 3 and 4 of
item-by-item evaluation on the	reasonableness of the sources,	Article 2 in line with the
appropriateness and	parameters and information of the	actual situation.
reasonableness of the sources,	data used, as the basis for issuing
parameters and information of the	the valuation report or opinions.
data used, as the basis for issuing	IV. The statement should
the valuation report or opinions.	include matters such as the
IV. The statement shall include	competence and independence of
matters such as the professionalism and independence	the relevant personnel, the reasonableness and accuracy of
of the relevant personnel, the	the information used in the
appropriateness and	assessment, and compliance with
reasonableness of the information	the relevant laws and regulations.
used in the assessment and
compliance with the relevant laws
and regulations.
Article VII. Procedures for the	Article VII. Procedures for the	I. Considering that
Acquisition or Disposal of Real	Acquisition or Disposal of Real	Article 5 has been amended
Estate, Equipment or	Estate, Equipment or	and added the
Right-of-Use Assets	Right-of-Use Assets	self-discipline norms of the
I. Evaluation and Operating	I. Evaluation and Operating	trade association to which
Procedures	Procedures	external experts belong that
The acquisition or disposal of	The acquisition or disposal of	they shall comply with
property, equipment or their right-of-use assets by the	property, equipment or their right-of-use assets by the	when issuing opinions, and has covered the procedures
Company shall be administered in	Company shall be administered in	that the CPAs shall execute
accordance with the procedures	accordance with the procedures	when issuing opinions, and
on fixed asset cycle of the	on fixed asset cycle of the	Paragraph 3, Item 1 that
Company's internal control	Company's internal control
		stipulates that a CPA shall
system.	system.	be engaged to handle in
II.Procedure for the Determination	II.Procedure for the Determination	accordance with the
of Transaction Conditions and	of Transaction Conditions and	provisions of the Auditing
Authorization Limits	Authorization Limits	Standards Bulletin No. 20
(I)The acquisition or disposal of	(I)The acquisition or disposal of	issued by the Accounting
immovable property or its	immovable property or its	Research and Development
right-of-use assets shall be	right-of-use assets shall be	Foundation of the Republic
reported to the chairman of the	reported to the chairman of the	of China shall be deleted.
board of directors by reference	board of directors by reference	II. If the current
to the announcement of the	to the announcement of the	construction industry fails
present value, the actual	present value, the actual	to obtain a valuation report
transaction price of adjacent immovable property or its	transaction price of adjacent immovable property or its	in time for a justifiable reason, after obtaining a
right-of-use assets, and the	right-of-use assets, and the	valuation report within two
resolution of the transaction	resolution of the transaction	weeks from the date of
conditions and transaction	conditions and transaction	occurrence, if the valuation
price. If the amount does not	price. If the amount does not	result in accordance with
reach NTD300 million, it shall be submitted to the chairman of	reach NTD300 million, it shall be submitted to the chairman of	Article 4 exceeds a certain percentage of the

the board of directors for approval and shall be reported to the board of directors at the latest meeting afterwards. If the amount exceeds NTD300 million, it shall be submitted to the board of directors for approval.

(II) The acquisition or disposal of equipment or the right-of-use assets thereof shall be selected by means of inquiry, comparison, negotiation or bidding, and the amount of which shall be NTD10 million (inclusive) or less shall be approved by the authorized method in a step-by-step manner; the amount exceeding NTD10 million shall be submitted to the chairman for approval.
III. Implementation unit When the Company acquires or disposes of property or equipment, the Land Development Department, the Administration Department and the User Department shall be responsible for the implementation after the approval in accordance with the authority of the preceding resolution.
IV. Valuation Report on Property, Equipment or

Right-of-Use Assets In acquiring or disposing of real estate or other equipment or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in-capital or exceeds NTD300 million, the Company, unless transacting with a government agency, engaging others to build on the Company's own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof for business use, shall obtain an valuation report from professional appraisers prior to the date of event and shall

(II) The acquisition or disposal of equipment or the right-of-use assets thereof shall be selected by means of inquiry, comparison, negotiation or bidding, and the amount of which shall be NTD10 million (inclusive) or less shall be approved by the authorized method in a step-by-step manner; the amount exceeding NTD10 million shall be submitted to the chairman for approval.

III. Implementation unit When the Company acquires or disposes of property or equipment, the Land Development Department, the Administration Department and the User Department shall be responsible for the implementation after the approval in accordance with the authority of the preceding resolution.

IV. Valuation Report on Property, Equipment or Right-of-Use Assets

In acquiring or disposing of real estate or other equipment or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in-capital or exceeds NTD300 million, the Company, unless transacting with a government agency, engaging others to build on the Company's own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof for business use, shall obtain an valuation report from professional appraisers prior to the date of event and shall

transaction price difference, an opinion shall be issued by an CPA to take into account the actual operating time needs. Therefore, Article 4-6 shall be amended, and the period for obtaining the opinion of the previous CPA shall be within two weeks from the date of obtaining the valuation report.

further comply with the following provisions:

(I) If the transaction price is determined by referring to an attributive price, a specific price, or a special price for a good cause, the transaction should be presented to the board of directors for resolution. Any changes in trading conditions thereafter should be handled in the same manner.
(II) Where the transaction amount is NTD1 billion or more, appraisals from two or more professional appraisers shall be obtained.
(III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
1. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
1. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
(IV) No more than three months may elapse between the date of the valuation report issued by a professional appraiser and the

further comply with the following provisions:

(I) If the transaction price is determined by referring to an attributive price, a specific price, or a special price for a good cause, the transaction should be presented to the board of directors for resolution. Any changes in trading conditions thereafter should be handled in the same manner.
(II) Where the transaction amount is NTD1 billion or more, appraisals from two or more professional appraisers shall be obtained.
(III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
1. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
1. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
(IV) No more than three months may elapse between the date of the valuation report issued by a professional appraiser and the

contract execution date.	contract execution date.
However, where the publicly	However, where the publicly
announced current value for the	announced current value for the
same period is used and not	same period is used and not
more than 6 months have	more than 6 months have
elapsed, an opinion may still be	elapsed, an opinion may still be
issued by the original	issued by the original
professional appraiser.	professional appraiser.
(V) The Company may acquire	(V) The Company may acquire
or dispose of assets through	or dispose of assets through
court auction procedures in lieu	court auction procedures in lieu
of valuation reports or certified	of valuation reports or certified
public accountant's opinions on	public accountant's opinions on
certificates issued by the court.	certificates issued by the court.
(VI) The Company is a	(VI) The Company is a
construction business. In	construction business. In
addition to using a fixed price,	addition to using a fixed price,
a specific price or a special	a specific price or a special
price as a reference basis for	price as a reference basis for
the transaction price, if there is a justifiable reason for not	the transaction price, if there is a justifiable reason for not
obtaining the estimate report	obtaining the estimate report
immediately, the estimate	immediately, the estimate
report shall be obtained within	report shall be obtained within
two weeks from the date of	two weeks from the date of
occurrence, and certified public	occurrence, and certified public
accountant's opinion shall be	accountant's opinion shall be
obtained within two weeks	obtained within two weeks

from the date of obtaining the	from the date of obtaining the
estimate reportin accordance	estimate report in accordance
with Point3.	with Article 3.
Article VIII. Procedure for	Article VIII. Procedure for	Reason for amendment
Processing of Acquisition or	Processing of Acquisition or	same as Article 7
Disposal of Marketable	Disposal of Marketable
Securities Investment	Securities Investment
I. Evaluation and Operating	I. Evaluation and Operating
Procedures The purchase and sale of the	Procedures The purchase and sale of the
Company's marketable securities	Company's marketable securities
shall be administered in	shall be administered in
accordance with the procedures	accordance with the procedures
on investment cycle of the	on investment cycle of the
Company's internal control	Company's internal control
system.	system.
II.Procedure for the Determination	II.Procedure for the Determination
of Transaction Conditions and	of Transaction Conditions and
Authorization Limits	Authorization Limits
(I)The trading of marketable securities in a centralised	(I)The trading of marketable securities in a centralised
trading market or a securities	trading market or a securities
dealer's place of business shall	dealer's place of business shall
be decided by the responsible	be decided by the responsible
unit in accordance with market	unit in accordance with market
conditions. The amount of	conditions. The amount of
investment single securities with the amount of NTD100	investment single securities with the amount of NTD100

million (inclusive) or less shall be approved by the chairman of the board. If the amount of investment single securities exceeds NTD100 million, it shall be required to be approved by the board of directors.

(II) Trading in marketable securities other than those traded in a centralized trading market or by a securities dealer's place of business shall be subject to verification of the financial statements of the target company by a CPA in the latest period prior to the date of occurrence, taking into account its net worth per share, profitability and future development potential as a reference for evaluating the transaction price, and the amount of which is NTD50,000,000 or less shall be approved by the chairman of the board of directors and reported to the board of directors at the latest meeting after the fact; the amount of which is NTD50,000,000 or more shall be subject to approval by the board of directors.
(III) In cases where the transaction value of securities traded for a price other than in a centralised trading market or a securities dealer's place of business reaches 20% of the paid-in capital of the Company or NTD300 million or more, an opinion on the reasonableness of the transaction price shall be sought from the CPA prior to the date of occurrence. Except as otherwise provided by the public quotation of the market in which the market is active or by the supervisor authority.
III. Implementation unit When the Company invests in marketable securities, the proposal shall be approved following the approval authority specified in the

(II) Trading in marketable securities other than those traded in a centralized trading market or by a securities dealer's place of business shall be subject to verification of the financial statements of the target company by a CPA in the latest period prior to the date of occurrence, taking into account its net worth per share, profitability and future development potential as a reference for evaluating the transaction price, and the amount of which is NTD50,000,000 or less shall be approved by the chairman of the board of directors and reported to the board of directors at the latest meeting after the fact; the amount of which is NTD50,000,000 or more shall be subject to approval by the board of directors.
(III) In cases where the transaction value of securities traded for a price other than in a centralized trading market or a securities dealer's place of business reaches 20% of the paid-up capital of the Company or more than NTD300 million, it shall, prior to the date of occurrence, contact a CPA or or securities expert to express opinions on the reasonableness of the transaction price. If the CPA is required to employ an expert reporter, it shall comply with the provisions of the Auditing Standards No.20 issued by the Accounting Research and Development Foundation. Except as otherwise provided by the public quotation of the market

preceding paragraph and	in which the market is active or
executed by the responsible	by the supervisor authority.
unit.	III. Implementation unit
	When the Company invests in
	marketable securities, the
	proposal shall be approved
	following the approval
	authority specified in the
	preceding paragraph and
	executed by the responsible
	unit.
Article IX. Procedure for	Article IX. Procedure for	Reason for amendment
Obtaining or Disposing of	Obtaining or Disposing of	same as Article 7
Membership or Intangible	Membership or Intangible
Assets	Assets
I. Evaluation and Operating	I. Evaluation and Operating
Procedures	Procedures
The acquisition or disposal of	The acquisition or disposal of
intangible assets or the	intangible assets or the
right-of-use assets or membership	right-of-use assets or membership
cards of the Company shall be	cards of the Company shall be
handled in accordance with the	handled in accordance with the
equipment operation cycle	equipment operation cycle
procedures of the Company's	procedures of the Company's
internal control system.	internal control system.
II.Procedure for the Determination	II.Procedure for the Determination
of Transaction Conditions and	of Transaction Conditions and
Authorization Limits	Authorization Limits
(I)To acquire or dispose of	(I)To acquire or dispose of
memberships, an analytical	memberships, an analytical
report shall be prepared and	report shall be prepared and
submitted to the chairman with reference to the fair market	submitted to the chairman with reference to the fair market
price, the trading conditions	price, the trading conditions
and the transaction price. If the	and the transaction price. If the
amount is less than 1% of the	amount is less than 1% of the
paid-up capital, it shall be	paid-up capital, it shall be
submitted to the chairman for	submitted to the chairman for
approval and shall be reported	approval and shall be reported
to the board of directors at the	to the board of directors at the
latest meeting afterwards. If the	latest meeting afterwards. If the
amount is more than 1% of the	amount is more than 1% of the
paid-up capital, it shall be	paid-up capital, it shall be
submitted to the board of	submitted to the board of
directors for approval.	directors for approval.
(II) The acquisition or disposal	(II) The acquisition or disposal
of intangible assets shall be	of intangible assets shall be
reported to the chairman of the	reported to the chairman of the
board of directors in the form of an analytical report with	board of directors in the form of an analytical report with
reference to the expert	reference to the expert
appraisal report or the fair	appraisal report or the fair
market price, the resolution of	market price, the resolution of
the transaction conditions and	the transaction conditions and
the transaction price. If the	the transaction price. If the
amount is less than 10% of the	amount is less than 10% of the

paid-up capital, it shall be submitted to the chairman for approval and shall be reported to the board of directors at the latest meeting afterwards. If the amount is more than 10% of the paid-up capital, it shall be submitted to the board of directors for approval.

III. Implementation unit When the Company acquires or disposes of memberships or intangible assets, the Administration department and the user department shall be responsible for the implementation after the approval in accordance with the preceding paragraph.
IV. Memberships or Intangible Assets Appraiser Opinion Report
(I) If the Company acquire or disposes of more than 1% of the transaction amount of the memberships, it shall request an expert to issue an appraisal report.
(II) If the Company acquire or disposes of more than 10% of the transaction amount of the intangible assets, it shall request an expert to issue an appraisal report.
(III) If the transaction amount of the Company's intangible assets or its right-of-use assets or memberships obtained or disposed of reaches 20% of the paid-in capital of the Company or NTD300 million or more, except for transactions with domestic government agencies, the Company shall contact a CPA to express its opinion on the reasonableness of the transaction price before the date of occurrence.

Article XI. Processing

transactions

procedures for related party

III. Implementation unit When the Company acquires or disposes of memberships or intangible assets, the Administration department and the user department shall be responsible for the implementation after the approval in accordance with the preceding paragraph.
IV. Memberships or Intangible Assets Appraiser Opinion Report
(I) If the Company acquire or disposes of more than 1% of the transaction amount of the memberships, it shall request an expert to issue an appraisal report.
(II) If the Company acquire or disposes of more than 10% of the transaction amount of the intangible assets, it shall request an expert to issue an appraisal report.
(III) If the transaction amount of the Company's intangible assets or its right-of-use assets or memberships obtained or disposed of reaches 20% of the paid-in capital of the Company or NTD300 million or more, except for transactions with domestic government agencies, the Company shall contact a CPA to express its opinion on the reasonableness of the transaction price before the date of occurrence; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. Article XI. Processing procedures for related party I. Paragraphs 6 to 8 of the current Article are

transposed as amended

transactions

I. For the acquisition or disposal of assets of the Company and related parties, in addition to the compliance with Article 7-9 and the Procedures for the handling of relevant resolution procedures and the assessment of the reasonableness of transaction terms, if the transaction amount of the Company's acquisition or disposal of assets from or to a related party exceeds 10% of this Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or an opinion by the CPA in accordance with Article 7-9.
II.The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10 herein.
III. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
IV. Evaluation and Operating Procedures If the Company acquires or disposes of real estate or its right-of-use assets from related parties, or acquires or disposes of assets other than real estate or its right-of-use assets with related parties, and the transaction amount reaches 20% of the company's paid-up capital, 10% of the total assets, or NTD300 million or more, except buying and selling domestic public bonds, bonds subject to repurchase conditions, purchases or repurchases of domestic securities investment trust enterprise issued currency market funds, the following information shall be submitted to the Audit Committee and the Board of Directors for approval, and the transaction contract and payment shall be concluded: (I) The purpose, necessity and
I. For the acquisition or disposal of assets of the Company and related parties, in addition to the compliance with Article 7-9 and the Procedures for the handling of relevant resolution procedures and the assessment of the reasonableness of transaction terms, if the transaction amount of the Company's acquisition or disposal of assets from or to a related party exceeds 10% of this Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or an opinion by the CPA in accordance with Article 7-9.
II.The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10 herein.
III. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
IV. Evaluation and Operating Procedures If the Company acquires or disposes of real estate or its right-of-use assets from related parties, or acquires or disposes of assets other than real estate or its right-of-use assets with related parties, and the transaction amount reaches 20% of the company's paid-up capital, 10% of the total assets, or NTD300 million or more, except buying and selling domestic public bonds, bonds subject to repurchase conditions, purchases or repurchases of domestic securities investment trust enterprise issued currency market funds, the following information shall be submitted to the Audit Committee and the Board of Directors for approval, and the transaction contract and payment shall be concluded:

(I) The purpose, necessity and anticipated benefit of the

II. Additional paragraph 8: (I) In order to strengthen the management of related-party transactions and safeguard the right of the minority shareholders of the Company to express their opinions on the transactions between the Company and related parties, the paragraph 4 of this article specifies that the Company or its subsidiaries have transactions with related parties to acquire or dispose of assets, and the transaction amount is more than 10% of the total assets of the Company, the relevant information shall be submitted to the shareholders' meeting for approval. The non-public Offering Subsidiaries should submit to the shareholders' meeting for consent which belong to the parent company at a higher level.

paragraphs 5 to 7.

(II) Considering the overall business planning needs of the public company and its parent company or subsidiaries or among its subsidiaries, and with reference to the aforementioned exemption provisions for the major international capital markets, the proviso waives the requirements for submission to the Shareholders' Meeting for resolution for transactions among the said companies. (III) If the aforementioned significant related party transaction fall under the circumstances specified in Article 185, Item 1, Paragraphs 1 to 3 of the Company Act, the resolution of the Shareholders' Meeting shall

anticipated benefit of the

acquisition or disposal of assets.

(II) The reasons for selecting the related party as the trading counterpart.
(III) In order to obtain the real estate or the right-of-use assets from the related parties, relevant information for evaluating the reasonableness of the proposed transaction terms in accordance with Paragraph 6 (1) and (4) of this Article.
(IV) The date and price at which the related party originally acquired the property, information of the seller, and its relation to the Company and the related party and any other relevant information.
(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Article 7-9.
(VII)Restrictive covenants and other important stipulations associated with the transaction. When submitting to the Board for discussion in accordance with this paragraph, due consideration shall be given to the opinions of the independent directors, and any objections or reservations of the independent directors shall be set out in the minutes of the Board of Directors.
V.For the following transactions between the Company and its Parent Company, Subsidiary or Subsidiary in which it directly or indirectly holds 100% of the issued shares or total capital, the Board of Directors may, in accordance with Paragraph 2 of Article 7, onstruct the Chairman of the Board of Directors to grant

acquisition or disposal of assets.

(II) The reasons for selecting the related party as the trading counterpart.
(III) In order to obtain the real estate or the right-of-use assets from the related parties, relevant information for evaluating the reasonableness of the proposed transaction terms in accordance with Paragraph 6 (1) and (4) of this Article.
(IV) The date and price at which the related party originally acquired the property, information of the seller, and its relation to the Company and the related party and any other relevant information.
(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Article 7-9.
(VII)Restrictive covenants and other important stipulations associated with the transaction. When submitting to the Board for discussion in accordance with this paragraph, due consideration shall be given to the opinions of the independent directors, and any objections or reservations of the independent directors shall be set out in the minutes of the Board of Directors.
V. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 15, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the

be made in the form of a special resolution in accordance with the Article 185 of the Company Act, which shall be handled in accordance with the preceding matters and relevant provisions of the Company Act. III. Item 5 of the current provisions is moved to Item 9 of the amended provisions. The calculation of the amended transaction amount shall be counted in the transaction submitted to the Shareholders' Meeting for approval in line with the addition of Item 8.

advance approval within a specified limit, and thereafter table to the next Board of Directors Meeting for ratification:

(I) Acquisition or disposal of equipment or right-of-use assets thereto for operation purpose.
(II) Acquisition or disposal of real estate for business use or right-of-use assets thereto.
VI.When submitting to the Board for discussion in accordance with the Paragraph 4, due consideration shall be given to the opinions of the independent directors, and any objections or reservations of the independent directors shall be set out in the minutes of the Board of Directors.
VII.The provisions of this clause shall be approved by the Audit Committee in accordance with paragraph 4 and shall be subject to the prior approval of more than one half of all the members of the Audit Committee and a resolution of the Board of Directors.
VIII.If a public company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 1 and the transaction amount will reach 10% or more of the public company's total assets, the public company shall submit the materials in all the subparagraphs of paragraph 1 to the Shareholders Meeting for approval before the transaction contract may be entered into and any payment made. However, this shall not apply to transactions between the public listed Company and its parent company, subsidiaries, or its subsidiaries.
IX.The calculation of the transaction amounts mentioned in paragraph 1 and the preceding paragraph shall be made in accordance with Article 15, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the

Board of Directors and agreed by the audit committee need not be counted toward the transaction amount.

VI.For the following transactions between the Company and its Parent Company, Subsidiary or Subsidiary in which it directly or indirectly holds 100% of the issued shares or total capital, the Board of Directors may, in accordance with Paragraph 2 of Article 7, authorise the Chairman of the Board of Directors to grant advance approval within a specified limit, and thereafter table to the next Board of Directors Meeting for ratification:
(I) Acquisition or disposal of equipment or right-of-use assets thereto for operation purpose.
(II) Acquisition or disposal of real estate for business use or right-of-use assets thereto.
VII.When submitting to the Board for discussion in accordance with the Paragraph 4, due consideration shall be given to the opinions of the independent directors, and any objections or reservations of the independent directors shall be set out in the minutes of the Board of Directors.
VIII.The provisions of this clause shall be approved by the Audit Committee in accordance with paragraph 4 and shall be subject to the prior approval of more than one half of all the members of the Audit Committee and a resolution of the Board of Directors.
IX.Reasonableness assessment of transaction costs
(I) When acquiring property or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means:
- 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer.

shareholders' meeting, the board of directors, and the audit committee need not be counted toward the transaction amount.

X.Reasonableness assessment of transaction costs
(I) When acquiring property or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means:
- 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
- 1. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have exceeded 70% of the financial institution's appraised total value of the property and the period of the loan shall have exceeded 1 year. However, it is not applicable if the financial institution and the counterparty are related to one another.
(II) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the

"Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

1. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have exceeded 70% of the financial institution's appraised total value of the property and the period of the loan shall have exceeded 1 year. However, it is not applicable if the financial institution and the counterparty are related to one another.
(II) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
(III) The Company that acquires the real estate or right-of-use assets thereof from a related party, and appraises the cost of the real estate or right-of-use assets thereof in accordance with the provisions of subparagraphs (1) and (2) of this Paragraph shall also engage a Certified Public Accountant for review and render specific opinions.
(IV) When the results of the Company's appraisal conducted in accordance with the provisions of Subparagraphs

means listed in the preceding paragraph.

(III) The Company that acquires the real estate or right-of-use assets thereof from a related party, and appraises the cost of the real estate or right-of-use assets thereof in accordance with the provisions of subparagraphs (1) and (2) of this Paragraph shall also engage a Certified Public Accountant for review and render specific opinions.
(IV) When the results of the Company's appraisal conducted in accordance with the provisions of Subparagraphs (1) and (2) of this Paragraph in relation to the acquisition of real estate or right-of-use assets thereof from a related party are uniformly lower than the transaction price, the matter shall be handled in accordance with the provisions of Subparagraph (5) of this Paragraph. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional valuer and CPA, this restriction shall not apply:
1. Related party that has obtained prime land or rental land for construction may submit the proof of compliance with any one of the following conditions:
2. (1) The property is valued in accordance with the methods specified in subparagraphs (1) and (2) of this Paragraph, and the reasonable operating profit is calculated based on the construction cost of the related party, and the total amount exceeds the actual transaction price. The above mentioned construction profit refers to the onstrue operation gross profit rate of

(1) and (2) of this Paragraph in relation to the acquisition of real estate or right-of-use assets thereof from a related party are uniformly lower than the transaction price, the matter shall be handled in accordance with the provisions of Subparagraph (5) of this Paragraph. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional valuer and CPA, this restriction shall not apply:

1. Related party that has obtained prime land or rental land for construction may submit the proof of compliance with any one of the following conditions:
(1) The property is valued in accordance with the methods specified in subparagraphs (1) and (2) of this Paragraph, and the reasonable operating profit is calculated based on the construction cost of the related party, and the total amount exceeds the actual transaction price. The above mentioned construction profit refers to the average operation gross profit rate of the construction department of the related party in the last three fiscal years or the rent gross profit rate in the construction industry released by the Ministry of Finance, whichever is lower.
(2) Completed transactions by unrelated parties within a year at other floors or neighboring area of the targeted property, where the size is similar, and transaction terms have been evaluated in accordance with standard

the onstruction department of the related party in the last three fiscal years or the rent gross profit rate in the onstruction industry released by the Ministry of Finance, whichever is lower.

(2) Completed transactions by unrelated parties within a year at other floors or neighboring area of the targeted property, where the size is similar, and transaction terms have been evaluated in accordance with standard property market sale or leasing practices, and proved to be similar with the targeted transaction.
1. Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighbouring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced present value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year in

property market sale or leasing practices, and proved to be similar with the targeted transaction.

1. Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighbouring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced present value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year in the preceding paragraph refers to the year preceding the date of occurrence of the acquisition of the real estate or obtainment of the right-of-use assets thereof.
(V) If the Company acquires the real estate or right-of-use assets thereof from a related party, the appraisal results conducted following subparagraphs (1) and (2) of this paragraph are uniformly lower than the transaction price the following matters shall be handled. The Company and a public company that uses the equity method to account for its investment in the Company

the preceding paragraph refers to the year preceding the date of occurrence of the acquisition of the real estate or obtainment of the right-of-use assets thereof.

(V) If the Company acquires the real estate or right-of-use assets thereof from a related party, the appraisal results conducted following subparagraphs (1) and (2) of this paragraph are uniformly lower than the transaction price the following matters shall be handled. The Company and a public company that uses the equity method to account for its investment in the Company which have set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent.
1. The Company shall set aside a special reserve following paragraph 1, Article 41 of the Securities and Exchange Act against the difference between the real estate or right-of-use assets transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. If the investors who evaluate the investment in the Company with equity method are public listed company, they shall also recognize special surplus reserve based on

which have set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent.

1. The Company shall set aside a special reserve following paragraph 1, Article 41 of the Securities and Exchange Act against the difference between the real estate or right-of-use assets transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. If the investors who evaluate the investment in the Company with equity method are public listed company, they shall also recognize special surplus reserve based on shares holding ratio in accordance with paragraph 1, Article 41 of Securities Exchange Law.
1. The audit committee shall process in accordance with the provisions of Article 218 of the Company Act.
1. The Company shall report to the shareholders' meeting on the handling of points 1 and 2 of this paragraph and disclose the transaction details in the annual report and the public explanatory statement.
(VI) Where the Company acquires the real estate or right-of-use assets thereof from

shares holding ratio in accordance with paragraph 1, Article 41 of Securities Exchange Law.

1. The audit committee shall process in accordance with the provisions of Article 218 of the Company Act.
1. The Company shall report to the shareholders' meeting on the handling of points 1 and 2 of this paragraph and disclose the transaction details in the annual report and the public explanatory statement.
(VI) Where the Company acquires the real estate or right-of-use assets thereof from a related party under any of the following circumstances, the acquisition shall be conducted following the relevant appraisal and operating procedures stipulated in Paragraphs 4 and 5 of this Article. The appraisal provisions of Paragraphs (1), (2) and (3) of this Article regarding the reasonableness of transaction costs shall not apply:
1. The related party acquired the property or the right-of-use thereof through inheritance or as a gift.
1. More than five years have elapsed from the time the related party signed the contract to obtain the property or the right-of-use assets thereof to the signing date of the transaction.
1. The real estate is acquired through signing a joint development contract with the related party, or through engaging a related party to build real estate, either on the Company's own land or on rented land.
(VII)In the event where there is evidence indicating that the acquisition of property or right-of-use asset thereof from a related party was not in accordance with the usual

a related party under any of the following circumstances, the acquisition shall be conducted following the relevant appraisal and operating procedures stipulated in Paragraphs 4 and 5 of this Article. The appraisal provisions of Paragraphs (1), (2) and (3) of this Article regarding the reasonableness of transaction costs shall not apply:

1. The related party acquired the property or the right-of-use thereof through inheritance or as a gift.
1. More than five years have elapsed from the time the related party signed the contract to obtain the property or the right-of-use assets thereof to the signing date of the transaction.
1. The real estate is acquired through signing a joint development contract with the related party, or through engaging a related party to build real estate, either on the Company's own land or on rented land.
(VII)In the event where there is evidence indicating that the acquisition of property or right-of-use asset thereof from a related party was not in accordance with the usual business practices, it shall be handled in accordance with Paragraph 6 (5) of this Article.

business practices, it shall be handled in accordance with Paragraph 6 (5) of this Article.

Article XV. Information Disclosure Program

I. Items subject to the public announcement and regulatory filing and threshold requiring public information and regulatory filing
(I) Acquisition or disposal of property or the right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than property or the right-of-use assets thereof from or to a related party, where the transaction amount reaches 20% of the paid-up capital of the Company, or 10% of the total assets of the Company, or NTD 300 million and above. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of currency market funds issued by local securities investment funds and trustees.
(II) Merger, split, acquisition or transfer of shares.
(III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Corporation.
(IV) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NTD500 million or more.
(V) In acquisition or disposal of property for construction use or right-of-use assets by the companies in construction business, the transaction party is not a related party, and the transaction amount does not reach over NTD 500 million.

Article XV. Information Disclosure Program

I. Items subject to the public announcement and regulatory filing and threshold requiring public information and regulatory filing
(I) Acquisition or disposal of property or the right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than property or the right-of-use assets thereof from or to a related party, where the transaction amount reaches 20% of the paid-up capital of the Company, or 10% of the total assets of the Company, or NTD 300 million and above. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of currency market funds issued by local securities investment funds and trustees.
(II) Merger, split, acquisition or transfer of shares.
(III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Corporation.
(IV) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NTD500 million or more.
(V) In acquisition or disposal of property for construction use or right-of-use assets by the companies in construction business, the transaction party is not a related party, and the transaction amount does not reach over NTD 500 million. (VI) When property is acquired

I. Considering that the current public company has been exempted from public announcement and regulatory filing procedures for trading domestic government bonds, it is required to amend Item 1, Paragraph 7, Point 1 to relax the issuance rating of its trading of foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan, and to exempt from public announcement and regulatory filing procedures. II. Considering the simplicity of the nature of foreign public debt commodities and the fact that bond letters are usually better than foreign ordinary corporate bonds; and, index investment securities are similar to the commodity nature of index stock funds, it is required to amend Item 1, Paragraph 7, Point 2 to broaden the scope of investment professionals to subscribe for foreign public bonds, subscribe for or sell index investment securities in the primary market, and they shall also be exempted from public announcement and regulatory filing procedures.

under arrangement on engaging others to build on the Company's own land or rented land, co-construction project with separate allocation of housing units, co-construction project with separate allocation according to ownership percentages, or co-construction project with separate sale of completed housing units, furthermore the transaction counterparty is not a related party, and the investment amount that the Company expected to inject is more than NTD500 million.

(VII)Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NTD300 million; However, the following circumstances are not subject to the restrictions:
1. Trading of domestic government bonds or foreign bonds with a credit rating not lower than our sovereign rating.
1. For professional investors, the trading of marketable securities on stock exchanges or in the premises of securities dealers, the subscription of foreign bonds or ordinary corporate bonds and general financial bonds not involving equity issued on the primary market, (excluding subordinated bonds), or the subscription or buy back of securities investment trust funds or futures trust funds, or the subscription or buy back of index investment securities, or the subscription of marketable securities in accordance with the requirements of the Taipei Exchange recommended by

(VII)Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NTD300 million; However, this shall not apply to the following circumstances:
1. Trading of domestic government bonds.
1. For professional investors, the trading of marketable securities on stock exchanges at home and abroad or in the premises of securities dealers, the subscription of ordinary corporate bonds and general financial bonds not involving equity issued on the domestic primary market (excluding subordinated bonds), or the subscription or buyback of securities investment trust funds or futures trust funds, or the subscription of marketable securities under the requirements of the Taipei Exchange recommended by securities dealers who, due to the need of underwriting business or acting as advisers to emerging company. 3. Trading of bonds under

securities dealers who, due to the need of underwriting business or acting as advisers to emerging company.

1. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
II.The previous transaction amount shall be calculated as follows, and within the preceding year as used herein refers to the year preceding the date of occurrence of the current transaction. Items announced under regulations need not be counted toward the transaction amount.
(I) The amount of any individual transaction.
(II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterpart within a year.
(III) The amount of real estate under the same development plan or its right-of-use assets is cumulatively acquired or disposed of (respectively acquired or disposed of) within one year.
(IV) The cumulative amount of acquisition or disposal (separate cumulation) of the same negotiable securities within one year.
III. Timeframe for Public Announcement and Regulatory Filing

Assets acquired or disposed of by the Company have an announceable item in this Article. The transaction amount reaches a threshold requiring public announcement and regulatory filing under this Article, shall be announced and declared within two days from the date of the occurrence.

IV. Public Announcement and Regulatory Filing Procedures (I) The Company shall declare repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

II.The previous transaction amount shall be calculated as follows, and within the preceding year as used herein refers to the year preceding the date of occurrence of the current transaction. Items announced under regulations need not be counted toward the transaction amount.
(I) The amount of any individual transaction.
(II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterpart within a year.
(III) The amount of real estate under the same development plan or its right-of-use assets is cumulatively acquired or disposed of (respectively acquired or disposed of) within one year.
(IV) The cumulative amount of acquisition or disposal (separate accumulation) of the same negotiable securities within one year.
III. Timeframe for Public Announcement and Regulatory Filing

Assets acquired or disposed of by the Company that has an item needs to be announced in this Article. The transaction amount reaches a threshold requiring public announcement and regulatory filing under this Article, shall be announced and declared within two days from the date of the occurrence.

IV. Public Announcement and Regulatory Filing Procedures
(I) The Company shall declare the relevant information on the designated website of the Securities and Exchange Commission.

(II) The Company shall compile

the relevant information on the designated website of the Securities and Exchange Commission.

(II) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company, and any subsidiaries of the Company that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the Financial Supervisory Commission by the 10th day of each month.
(III) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is necessary to correct it, all the things shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowledge of such error or omission.
(IV) When the Company acquires or disposes of assets, it shall keep all relevant contracts, meeting minutes, logbooks, appraisal reports, and opinions of CPAs, lawyers, and securities underwriters at the Company, and retain them for 5 years unless otherwise provided by the law.
(V) Where any of the following circumstances occurs concerning a transaction that the Company has already publicly announced and reported following the preceding Article, a public report of relevant information shall be made on the information reporting website designated by the Financial Supervisory Commission within two days counting inclusively from the date of occurrence of the event: 1. The originally signed

monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company, and any subsidiaries of the Company that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the Financial Supervisory Commission by the 10th day of each month.

(III) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is necessary to correct it, all the things shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowledge of such error or omission.
(IV) When the Company acquires or disposes of assets, it shall keep all relevant contracts, meeting minutes, logbooks, appraisal reports, and opinions of CPAs, lawyers, and securities underwriters at the Company, and retain them for 5 years unless otherwise provided by the law.
(V) Where any of the following circumstances occurs concerning a transaction that the Company has already publicly announced and reported following the preceding Article, a public report of relevant information shall be made on the information reporting website designated by the Financial Supervisory Commission within two days counting inclusively from the date of occurrence of the event:
1. The originally signed contract is modified, terminated, or revoked.
1. The scheduled merger, split, acquisition or transfer of shares does not complete

contract is modified,	according to the deadline set
terminated, or revoked.	forth in the contract.
2. The scheduled merger, split,	3. Changes are made to the
acquisition or transfer of	content of the original public
shares does not complete	announcement.
according to the deadline set
forth in the contract.
3. Changes are made to the
content of the original public
announcement.
Article XX. Amendment Date	Article XX. Amendment Date	Amendment of this
This operation procedure has been	This operation procedure has been	procedure is required.
approved for implementation by the	approved for implementation by the
annual shareholders' meeting on	annual shareholders' meeting on
June 25, 2003.	June 25, 2003.
This operation procedure was first	This operation procedure was first
amended on May 26, 2005.	amended on May 26, 2005.
This operation procedure was	This operation procedure was
amended for the second time on	amended for the second time on
June 21, 2007.	June 21, 2007.
This operation procedure was	This operation procedure was
amended for the third time on June	amended for the third time on June
25, 2010.	25, 2010.
This operation procedure was	This operation procedure was
amended for the fourth time on June	amended for the fourth time on June
22, 2012.	22, 2012.
This operation procedure was	This operation procedure was
amended for the fifth time on June	amended for the fifth time on June
26, 2014.	26, 2014.
This operation procedure was	This operation procedure was
amended for the sixth time on June 28, 2017.	amended for the sixth time on June 28, 2017.
This operation procedure was	This operation procedure was
amended for the seventh time on	amended for the seventh time on
June 27, 2019.	June 27, 2019.
This operation procedure was	This operation procedure was
amended on June 24, 2020 for the	amended on June 24, 2020 for the
eighth time.	eighth time.
This operation procedure shall be
amended on June 23, 2022 for the
ninth time.

Attachments 8 : Comparison table of amendments to the "Management of Loans to Others"

Amended Clauses	Current Provisions	Remarks
Article IIRegulatory Basis	Article IIRegulatory Basis	Referring to the provisions
This work procedure is established in	This work procedure is established	of Article 14-3 of the
accordance with the Financial	in accordance with the Financial	Securities and Exchange
Supervisory Commission Securities	Supervisory Commission	Law, the second paragraph
and Futures Authority (hereinafter	Securities and Futures Authority	is added.
referred to as the "FSFA") and the	(hereinafter referred to as the	Pursuant to Article 14-5 of
"Regulations Governing Loaning of	"FSFA") and the "Regulations	the Securities and Exchange
Funds and Making of	Governing Loaning of Funds and	Act, the Audit Committee's
Endorsements/Guarantees by Public	Making of	functional authority
Companies".	Endorsements/Guarantees by	includes formulating or
This procedure is approved by more	Public Companies".	amending the procedures for
than one half of the members of the		handling material financial
Audit Committee and approved by to		activities, such as loaning of
the Board of Directors, and submitted		funds to others; therefore,
to shareholders' meeting. If approval		this paragraph 3 is added
of one-half or more of all Audit Committee members is not obtained,		with reference to the provisions of Article 6 of
the procedures may be implemented if		the Regulations Governing
approved by two-thirds or more of all		the Acquisition and
Directors, and the resolution of the		Disposal of Assets by Public
Audit Committee shall be recorded in		Companies.
the minutes of the Board of Directors'
meeting.
When the Company submits these
Operating Procedures to the Board of
Directors for discussion in accordance with the provisions of the preceding
paragraph, due consideration shall be
given to the opinions of the
Independent Directors, and any
objections or reservations of the
Independent Directors shall be set
forth in the minutes of the Board of
Directors.
Article X Public Announcement and	Article X Public Announcement	Considering that the loan of
Regulatory Filing Procedures I. The Company shall announce	and Regulatory Filing Procedures	funds is not yet of a transactional nature, the
and report the previous month's	I. The Company shall announce	context of the sixth
balance of loans of itself and its	and report the previous	paragraph shall be amended
subsidiaries by the 10th day of	month's balance of loans of	as appropriate.
each month.	itself and its subsidiaries by
II. The Company whose lending of	the 10th day of each month.
funds reaches one of the	II. The Company whose lending
following levels shall announce	of funds reaches one of the
and report such an event within	following levels shall
two days commencing	announce and report such an
immediately from the date of	event within two days
occurrence:	commencing immediately
(I) The balance of lending by	from the date of occurrence:
the Company and its	(I) The balance of lending
Subsidiaries for a single	by the Company and its

enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement.

(II) The balance of lending by the Company and its Subsidiaries for a single enterprise reaches 10% or more of the Company's net worth as stated in its latest financial statement.
(III) The amount of new loans of funds by the Company or its subsidiaries reaches NTD10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement.
III. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to point 3, subparagraph 2 of paragraph 1 in this Article.
IV. Provided that when calculating the ratio of the balance of funds lent to the net worth of the lender, the Company's net worth, instead of such subsidiary's, shall be adopted as the basis of calculation.
V. For the purposes of this procedure, the announcement is entered into the information reporting website designated by the Financial Supervisory Commission.
VI. The date of the occurrence of the facts referred to in this Procedure refers to the date of the transaction, the date of payment, the date of the resolution of the Board of Directors or the date of the determination of the object and amount of the loan of funds, etc.

Subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement.

(II) The balance of loans from the Company and its subsidiaries to a single enterprise amounts to more than 10% of the net value of the latest financial statements of the Company.
(III) The amount of new loans of funds by the Company or its subsidiaries reaches NTD10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement.
III. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to point 3, subparagraph 2 of paragraph 1 in this Article.
IV. Provided that when calculating the ratio of the balance of funds lent to the net worth of the lender, the Company's net worth, instead of such subsidiary's, shall be adopted as the basis of calculation.
V. For the purposes of this procedure, the announcement is entered into the information reporting website designated by the Financial Supervisory Commission.
VI. The date of occurrence specified in the Procedures refers to the date of contract signing for the transaction, payment date, resolution date of the Board of Directors, or

	other dates on which the
	transaction party and amount
	can be ascertained,
	whichever is earlier.
Article XIX Amendment Date	Article XIX Amendment Date	Amendment Requirement
This operation procedure has been	This operation procedure has been
approved for implementation by the	approved for implementation by
annual shareholders' meeting on June	the annual shareholders' meeting
25, 2003.	on June 25, 2003.
The first amendment was made on	The first amendment was made on
June 16, 2009.	June 16, 2009.
The second amendment was made on	The second amendment was made
June 25, 2010.	on June 25, 2010.
The third amendment was made on	The third amendment was made on
June 25, 2013.	June 25, 2013.
The fourth amendment was made on	The fourth amendment was made
June 28, 2017.	on June 28, 2017.
The fifth amendment shall be made on
June 23, 2022.

Chapter 4 Appendices Appendix 1

King's Town Construction Co., Ltd. Rules of Procedure for Shareholders' Meeting

Article I The rules of procedure for shareholders' meeting of the Company shall follow these rules, unless otherwise stipulated by law or Articles of Association.
Article II Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the board of directors.

Thirty days before the Company convenes a general shareholders' meeting or 15 days before an extraordinary shareholders' meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders' meeting agenda and upload them to the Market Observation Post System (MOPS). and shall, 21 days prior to the convening of the Annual Shareholders' Meeting or 15 days prior to the convening of the Extraordinary Shareholders' Meeting, prepare electronic files of the manual for Shareholders' Meeting proceedings and the supplementary materials for the meeting and send these files to the Market Observation Post System. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

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

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion. Its main content can be placed on the website designated by the competent securities authority or the Company; such a website shall be stated in the notice.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the

completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting. A shareholder holding 1% or more of the total number of issued shares may submit to the Company a written proposal for discussion at annual Shareholders' Meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Shareholders may submit proposals to urge the Company to promote public interests or fulfill its social responsibilities. Only one matter shall be allowed in each proposal pursuant to Article 172-1 of the Company Act. Where a proposal contains more than one matter, such proposal would not be included in the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. The Company shall, prior to preparing and delivering the notice of convening the Shareholders' Meeting, inform, by a notice, all the proposal submitting Shareholders of the proposal screening results, and shall list in the notice of convening the Shareholders' Meeting the proposals conforming to the requirements set out in this Article. At the shareholders' meeting, the board of directors shall specify the reasons for excluding any shareholders' proposals from the meeting agenda.

Article III A shareholder may appoint a proxy to attend a shareholders' meeting on his/her behalf by submitting a proxy form printed by the Company stating therein the scope of power authorized to the proxy.

A shareholder shall only submit one (1) proxy form, and appoint one (1) person as his/her proxy, which shall be delivered to the Company five days prior to the shareholders' meeting, and in the event of duplicate proxies, the first be delivered shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article IV A Shareholders' Meeting shall be held at a place where the Company is located

or a place that is convenient for shareholders to attend and suitable for the convening of the Shareholders' Meeting. The meeting shall not commence earlier than 9:00 a.m. or later than 3:00 p.m., and the opinions of Independent Directors on the vene and time of the convening of the meeting shall be fully taken into consideration.

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

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

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

When the government or a legal person is a shareholder, its proxy present at the Shareholders' Meeting shall not be limited to one person. When a legal person is entrusted to attend the Shareholders' Meeting, it can only assign one proxy to attend.

Article VI If the shareholder's meeting is convened by the board of directors, then the chairperson shall be acted upon by the chairman. If the chairman asks for leave or cannot execute his duty, vice chairman comes for replacement. If there is no vice chairman or the vice chairman asks for leave or cannot execute his duty, the chairman can designate one executive director as replacement; if there is no executive director, the chairman can designate one director as replacement; if the chairman does not designate, the executive director or director will recommend one as replacement.

If the above mentioned chairperson is to be acted upon by executive director or director as replacement, it shall be an executive director or director working at the position for more than six months, and who has obtained full understanding of the financial status of the Company. It is the same case when the chairperson is representative of legal person director.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

Article VII The Company shall conduct continuous taping or video recording of the shareholders report process, meeting process, voting and counting process.

The aforementioned audio-visual materials shall be kept for at least one year. However, if a lawsuit has been instituted by any Shareholder in accordance with the provisions of Article 189 of the Company Act, the said materials shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Article VIII The attendance at shareholders' meeting shall take shares as the calculation basis. The number of shares present shall be calculated by addition of the number of shares registered in the attendance list for sign-in or or submitted sign-in card, and the number of shares exercising voting rights in writing or by electronic means.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if no shareholders representing more than half of the total number of issued shares are present, the Chairman may announce a postponement of the meeting, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If there are still not enough Shareholders representing more than one-third of the total number of issued shares present after two rounds of postponement, the Chairman shall announce adjournment of the meeting.

If the quorum is still not present after two rounds of the postponement as stipulated in the foregoing but Shareholders representing more than one-third of the total number of issued shares are present, a tentative resolution may be made in accordance with the provisions of Article 175, Item 1 of the Company Act, and each shareholder shall be notified of the said tentative resolution to resume a Shareholders' Meeting within one month

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article IX If a shareholders' meeting is called by the Board of Directors, the agenda shall be determined by the Board of Directors, relevant motions (including provisional motions and amendments to original motions) shall be voted on a case-by-case basis, and the meeting shall proceed in accordance with the scheduled agenda, which shall not be changed without a resolution passed by the shareholders' meeting.

The provisions of the preceding paragraph apply to a shareholders' meeting called by a party with the power to convene that is not the Board of Directors. The chair may not declare the meeting adjourned prior to completion of

deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of these rules, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article X Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject stated on the speaker's slip, the content of the speech shall prevail.

Except with the consent of the Chairman, a Shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the Shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chairman may terminate the speech.

When a Shareholder in attendance is speaking, other Shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the Shareholder who is speaking; the Chairman shall stop any violation.

When a legal person shareholder appoints two or more representatives to attend a Shareholders' Meeting, only one of the representatives so appointed may speak on the same proposal.

After a Shareholder in attendance has spoken, the Chairman may respond in person or direct relevant personnel to respond.

Article XI The decision by vote at the shareholders' meeting shall take the shares as the calculation basis.

For the resolutions at the shareholders' meeting, the number of shares of shareholders with no voting power shall not be included into the total number of issued shares.

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

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

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

Article XII Shareholders have one voting power for every share; however, those limited or without voting power according to paragraph 2 of Article 179 of the Company Act are not subject to the provision.

When the Company holds a Shareholders' Meeting, it may allow the Shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the notice of convening the Shareholders Meeting. A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the Shareholders' Meeting in person, but to have waived his/her rights with respect to the extemporary motions and amendments to original proposals of that Shareholders' Meeting; it is therefore advisable that the Company shall avoid the submission of extemporary motions and amendments to original proposals.

A Shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall serve a written declaration of intent to the Company two days before the date of the Shareholders' Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. except when a declaration is made to cancel the earlier declaration of intent.

After a Shareholder has exercised voting rights by correspondence or electronic means, in the event the Shareholder intends to attend the Shareholders' Meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two days before the date of the Shareholders' Meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a Shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a Shareholders' Meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the Shareholders in attendance. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the Shareholders in attendance, followed by a poll of the Shareholders. After the conclusion of the Shareholders' Meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of Aurora.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article XIII The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

The election ballots for the aforementioned election shall be sealed and signed by the personnels who monitored the voting procedure and be kept safely for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Companies Act, the aforementioned recording shall be kept until the conclusion of the litigation.

Article XIV The resolution matters at shareholders' meeting shall be prepared into minute book to be signed or stamped by the chairperson and then distributed to shareholders within 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System.

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

Article XV The number of shares obtained by the solicitor and the number of shares represented by the entrusted agent shall be clearly disclosed by the Company on the floor of the shareholders' meeting in the statistical table fabricated in accordance with the prescribed format on the day when the shareholders' meeting is held.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article XVI The meeting staff for preparing shareholders' meeting shall wear identification certificate or armband.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification card or armband bearing the word "Proctor."

At the venue of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article XVII During the meeting, the chairperson can at his own discretion announce adjournment; in the case of any events of force majeure, the chairperson can decide to suspend the meeting temporarily and announce the time for continuing with meeting depending on the circumstances.

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

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article XVIII These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

Appendix 2 King's Town Construction Co., Ltd. Articles of Incorporation

Chapter 1 General Principles

Article I The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name is "King's Town Construction Co., Ltd."
Article II The Company's operations are as follows:
(1) H701010 Rental and sale of residences and buildings.
(2) H701040 Specific area development.
(3) H701070 Process Zone Expropriation and Urban Land Readjustment Agency.
(4) I503010 Landscape and Interior Designing.
(5) J701020 Amusement Parks.
(6) J701040 Recreational Activities Venue.
(7) E605010 Computer Equipment Installation.
(8) I103060 Management Consulting.
(9) I301010 Software Design Services.
(10) I301020 Data Processing Services.
(11) I301030 Electronic Information Supply Services.
(12) F113050 Wholesale of Computers and Clerical Machinery Equipment.
(13) F301010 Department Stores.
(14) F301020 Supermarket.
(15) H703090 Real Estate Commerce.
(16) E801010 Indoor Decoration.
(17) F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
(18) F111090 Wholesale of Building Materials.
(19) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval
Article III The Company has its headquarters in Kaohsiung City and may establish domestic and overseas branches as required through board of directors resolutions.
Article IV The Company's public announcements shall be handled in accordance with Article 28 of the Company Act.
Article V The Company may provide endorsement and guarantee and act as a guarantor approved by board of directors.
Article VI Unless otherwise specified by law, the Company's reinvestment shall be exempted from the restriction specified in Article 13 of the Company Act, in which the total reinvestment amount is capped at 40% of an entity's paid-in capital. Reinvestment and related affairs shall require resolution from the meeting of the Board of Directors.

Chapter 2 Shareholding

Article VII The total capital of the Company is NTD4.5 billion, divided into NTD4.5 billion shares, each with an amount of NTD10, which are issued in installments. The Board of Directors authorised the issuance of unissued shares is required to resolve on the issuance of shares.

The capital amount of NTD200,000,000 in the preceding paragraph shall be reserved for issuance of employee share option warrants, totaling 20,000,000 shares with NTD10 per share, which may be issued in installments according to the resolution of the Board of Directors.

If the stock option price of the employee share options issued by the Company is lower than the closing price of the Company's common share on the date of issuance, the share options shall be issued only after a shareholders' meeting attended by a majority of the total number of shares issued and approved by two-thirds or more of the shareholders present.

Article VIII The Company may acquire shares of the Company by resolution of the Board of Directors in accordance with Article 167-1 of the Company Act and Article 28-2 of the Securities and Exchange Act.

The Company may only repurchase shares at prices lower than fair value and transfers the shares to the employees upon resolution from two-thirds of the shareholders present, representing a majority of the total number of issued shares, at the most recent shareholders meeting.

Article IX The Company may issue shares without printing share certificate(s), but they should be registered at centralized securities depository enterprise.
Article X No registration of transfer of shares shall be made within sixty days (60) prior to an annual shareholder meeting, nor within thirty days (30) prior to a special (extraordinary) shareholder meeting, nor within five (5) days prior to the day on which dividend, bonus or other benefits is scheduled to be paid by the Company.
Article XI 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' Meeting

Article XII There are two types of shareholders' meetings, annual general meeting and extraordinary general meeting. Annual general meetings shall be convened once a year, within six (6) months after the end of each fiscal year, by the board of directors, and extraordinary general meetings shall be convened when necessary in accordance with the law. The procedures for convening a shareholders' meeting shall be in accordance with the provisions of the Company Act.

The shareholders' meeting notice shall state the meeting date, venue and reasons for convening the meeting.

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

Article XIII Shareholder who is unable to attend the shareholders' meeting may authorize another person to attend as proxy using the form provided by the Company affixed with the seal that such shareholder left in the Company's safekeeping, which sets forth the scope of the authorization. However, the voting rights of a person authorized by more than two shareholders at the same time must not exceed three percent (3%) of the total voting rights of issued shares. Voting rights in excess of this limit are not counted.

The proxy process is governed by the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" prescribed by the competent authority.

Article XIV All shareholders are entitled to one vote for each share held, except the special circumstances stipulated in Article 179 of the Company Act.
Article XV The resolution of the shareholders' meeting shall, except as otherwise provided by the Companies Act, be made by the consent of the majority of the shareholders present at the meeting representing more than half of the total number of issued shares.

Shareholders of the Company may exercise voting rights by electronic means. Shareholders exercising voting rights by electronic means shall be deemed to attend in person, and relevant matters shall be handled in accordance with the laws and regulations.

Article XVI Shareholders meetings shall be chaired by the Chairman of the Board. When the Chairman is unable to attend the meeting, the Chairman shall appoint one of the Directors to act as chairman, or, where the Chairman does not make such a designation, the Directors shall select from among themselves one person to serve as chairman.
Article XV-1 Resolutions of the shareholders' meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.

Chapter 4 Directors, Supervisors and Audit Committee

Article XVII The Company has established five to nine Director seats with a 3-year office term; a nomination system is adopted. The Directors are elected at the shareholders' meeting among those with legal capacity and may continue in office if successfully re-elected.

When a shareholder elects a director, each share has the same voting rights as the number of directors to be elected, and one person may be selected for election or may be allocated a number of elections. The resulting ballot paper represents a person with more voting rights and is elected as a director.

In the aforesaid quota of the Company's directors, independent directors shall be at least three, representing one fifth or more of all directors.

The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority.

Remuneration of directors of the Company shall be determined by the Board of Directors with authorization and may be paid at such level as generally adopted by the enterprises of the same industry. Directors may be paid honorarium, and the sum of which shall be approved by the Board of Directors. Directors' compensation for performance of their duties shall be paid irrespective of any surplus or deficit.

The Company may purchase liability insurance for Directors to protect them against potential liabilities arising from exercising their duties during their tenure.

The total inscribed shares held by the directors may not be less than the percentage stipulated by the securities authority.

Article XVIII If the directors' tenure has expired and an election fails to take place, their tenure shall be extended until the newly elected directors assume office.
Article XIX When the number of vacancies in the Board of Directors equals to one-third of the total number of directors, a by-election shall be held immediately and the term of office shall be limited to fulfill the unexposed term of office of the predecessor.
Article XX The Board of Directors shall be formed by the Directors. The Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors. The Board of Directors shall execute all matters of the Company in accordance with applicable laws, regulations, these Articles of Incorporation, and resolutions adopted at shareholders' meeting and by the Board of Directors.
Article XIX-1 The duties of the Board of Directors are as follows: 01. Review and adopt rules of the Company.
1. Decide on the business directions of the Company.
1. Review of the budgets and financial statements.
1. Proposals of profit allotment or loss coverage.
1. Proposals of capital increase or reduction.
1. Appoint and remove key personnel of the Company.
1. Enforce the decisions resolved in the shareholder meeting.
1. Resolutions for external investments.
1. Other powers and duties conferred by the Company Act or by the shareholders at the shareholders' meeting.

Except for the matters set out in the preceding paragraph and the Companies Act which shall be resolved by the shareholders' meeting, all matters shall be resolved by the Board of Directors.

Article XXI Except as otherwise provided by the Company Act, resolutions of the Board of Directors shall be adopted by at least a majority of the directors present at a meeting attended by at least a majority of the directors holding office. Minutes of the Board meetings shall be signed by or affixed with seals of the chairperson and the secretary for the meeting.

If a director is unable to attend a board meeting for any reason, he/she may issue a proxy form, listing the scope of authority of why says meeting is convened, and then entrust another director to attend said board meeting by proxy, subject to the restriction that only one trustee is entrusted by one person.

Board meetings shall be notified seven days in advance and seven days in case of emergency.

The aforementioned meeting notice shall be in writing, by e-mail or by fax, stating the reason for the meeting.

If participation by means of video conferencing is made available at a meeting, directors who participate in the meeting by such means shall be deemed to have attended such meeting in person.

Upon the Chairperson's leave or unavailability for performance of duties, the delegation shall be duly handled at the meeting in accordance with Article 208 of the Company Act.

Article XXII In accordance with Article 14-4 of the Securities and Exchange Act, the Company has established an Audit Committee consisting of all independent directors, one of whom is the convener and at least one of whom has accounting or financial expertise; the Audit Committee shall exercise its powers and functions and other matters to be complied with in accordance with the provisions of relevant laws and regulations or the Company's bylaws, except as provided in these Articles of Incorporation.

Chapter 5 Managers

Article XXIII The company shall have one president and several vice presidents, assistant vice presidents and managers. The appointment, discharge and remuneration shall be done in accordance with Article 29 of the Company Act.
Article XXIV The Company may employ consultants or key employees with the approval of the Board of Directors.

Chapter 6 Accounting

Article XXV The Company's fiscal year shall be from January 1 to December 31 of each year. At the end of each fiscal year, the following statements shall be prepared and approved by the Board of Directors, submitted to the shareholders' meeting for recognition in accordance with legal procedures, and submitted to the supervisor authorities for approval:
(1) Business Report
(2) Financial Statements
(3) Proposal for distribution of earnings to shareholders or recovery of prior year losses.
Article XXVI The Company's net income before income tax for the year before employees' and directors' remuneration shall set aside 1% of the balance as remuneration to the employees and no greater than 2% of the balance as remuneration to directors. When there are accumulated losses (including adjustments to unappropriated earnings), the Company shall offset the appropriate amounts before remuneration. The distribution can be made in the form of cash or stocks for employees.

The aforementioned employees include all employees of the Company and all employees of subordinate companies meet certain conditions. Subordinate companies specified in these Regulations shall be defined by the Article 369-2 and Article 369-3 of Company Act.

Proposals of distributions to employees, directors and supervisors shall be taken to the shareholders' meeting for approval after the resolution is reached by a majority of the Board with two thirds in attendance.

Before the establishment of the Company's Audit Committee, the remuneration for Supervisors shall be distributed together with the remuneration for Directors in accordance with the ratio of the first paragraph of the preceding paragraph.

Article XXVIIIf there is any after-tax profit for the current period, the Company shall first make up the accumulated deficit (including adjustment of undistributed earnings) and then set aside 10% of the legal reserve, except when the legal reserve has reached the total paid-in capital, and then set aside or reverse the special reserve as required by law, regulations of the supervisor authorities and the Company's operating needs. The Board of Directors shall prepare a proposal for the appropriation of earnings if there is any unappropriated

earnings (including adjustments to the amount of unappropriated earnings), and submit it to the shareholders' meeting for resolution.

The percentage of cash dividends in the aforementioned distribution proposal shall not be less than 10% of the total amount distributed. The percentage shall be determined by the Board after considering the financial condition of the Company. However, no cash dividend shall be paid when the debt ratio in the annual financial statements of the year exceeds 50%. The ratio of stock dividends and cash dividends mentioned in the preceding paragraph shall be adjusted according to the relevant laws and regulations and regulations. The adjustment shall be proposed by the Board of Directors and submitted to the shareholders' meeting for resolution.

The resolution against dividend distribution is not subject to this provision.

Chapter 7 Supplementary Provisions

Article XXVIII The organizational charter and by-laws of the Company shall be separately adopted by the Board of Directors.
Article XXIX Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Law and relevant laws and regulations.
Article XXX These Articles of Incorporation were established on September 3, 1985.

The first amendment was made on September 24, 1985. The second amendment was made on March 20, 1990. The third amendment was made on May 21, 1990. The fourth amendment was made on June 30, 1990. The fifth amendment was made on December 26, 1990. The sixth amendment was made on January 22, 1991. The seventh amendment was made on June 8, 1991. The eighth amendment was made on April 13, 1992. The ninth amendment was made on April 9, 1993. The tenth amendment was made on December 24, 1993. The eleventh amendment was made on June 16, 1995. The twelfth amendment was made on May 29, 1996. The thirteenth amendment was made on June 21, 1997. The fourteenth amendment was made on May 25, 1999. The fifteenth amendment was made on May 30, 2000. The sixteenth amendment was made on May 22, 2001. The seventeenth amendment was made on June 26, 2002. The eighteenth amendment was made on May 26, 2005. The nineteenth amendment was made on June 14, 2006. The twentieth amendment was made on June 13, 2007. The twenty-first amendment was made on June 19, 2008. The twenty-second amendment was made on June 25, 2010. The twenty-third amendment was made on June 9, 2011. The twenty-fourth amendment was made on June 22, 2012. The twenty-fifth amendment was made on June 24, 2016. The twenty-sixth amendment was made on June 28, 2017.

Appendix 3

Shareholding by Directors and Supervisors

I. The minimum numbers of shares required to be held by the entire bodies of directors and the numbers of shares held by the directors individually and by the entire bodies thereof respectively as recorded in the shareholders' register as of the book closure date for that shareholders' meeting:

			S ha ho l d in h i le lec d te re g e w		ha he l d a f he lo f he S t t re s s o c su re o ha ho l de is ' re ter s re rs g
ig ion De t s na	N am e	lec d Da te te e	Ty p e	S ha re s	ha ho l d in S re g h i le lec d % te w e	Ty p e	S ha re s	ha ho l d in S re g h i le lec d % te w e	ks Re m ar
C ha irm an	ian Co T In tm t e ve s en y ., L d. Re iv t ta t p re se n e: Ts i, T ien -T a sa n
D ire to c rs	T ian In Co tm t y e ve s en ., L d. Re iv t ta t p re se n e: M iy S. Ts i e un a		d in Or ary ha s re s	4 9, 6 2, 0 2 5 7	1 2. 9 0 %	Ca i l s k ta to p c	4 9, 6 2, 0 2 5 7	1 3. 3 6 %
D ire to c rs	T ian In Co tm t y e ve s en ., L d. Re iv L i, t ta t p re se n e: S h i h- Hs iun g
D ire to c rs	T ian In Co tm t y e ve s en ., L d. Re iv t ta t p re se n e: C he C h in -H in n, s g	/ / 2 0 2 0 0 6 2 4
In de de t p en n D ire to c r	in C ha M Te g- ng		Or d in ary ha s re s	1, 3 8 6, 5 8 2	% 0. 3 6	Ca i l s k ta to p c	1, 3 8 6, 5 8 2	% 0. 3 7
In de de t p en n D ire to c r	Ya Ku W o- o u		Or d in ary ha s re s	0	0. 0 0 %	Ca i l s k ta to p c	0	0. 0 0 %
In de de t p en n D ire to c r	hu h i- iun C C Hs an g, g		Or d in ary ha s re s	0	0. 0 0 %	i l s k Ca ta to p c	0	0. 0 0 %
	l To ta		Or d in ary ha s re s	5 1, 0 3 8, 6 5 4	1 3. 2 6 %	i l s k Ca ta to p c	5 1, 0 3 8, 6 5 4	1 3. 7 3 %

Book closure date: April 25, 2022

Statutory minimum number of shares to be held by the entire bodies of directors: 15,393,854shares Number of shares to be held by the entire bodies of directors: 51,038,654shares

II.Total number of shares issued on April 25, 2022: 371,759,023 shares and total number of shares issued on June 24, 2020: 384,846,372 shares.

III.Tien-Chin, Chen was reappointed as the legal representative by Tianye Investment Co., Ltd.

75King's Town Construction Co., Ltd. | 京城建設

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KTC — AGM Information 2022

52139_rns_2022-08-09_c4512c31-3c41-4013-b83e-781363013aff.pdf

Table of Contents

Chapter 3 Attachments

Chapter 4 Appendices

King's Town Construction Co., Ltd.

2022 Annual Shareholders' Meeting Procedures

Chapter 2 Meeting Agenda

King's Town Construction Co., Ltd.

Agenda for the 2022 Annual Shareholders' Meeting

IV. Proposals

Announcements

I. 2021 Business Report

III. 2021 Employee and Director Remuneration Distribution Report

Proposals

Item 1, Subject: Proposal of 2021 Business Report and Financial Statements. (Proposed by Board of Directors)

Item 2, Subject: Proposal of 2021 Earning Distribution. (Proposed by Board of Directors)

King's Town Construction Co., Ltd. Table of 2021 Earnings Distribution

Discussions

Resolution:

Item 2, Proposal: Amendments to the Company's "Procedures for Endorsement and Guarantee". (Proposed by Board of Directors)

Resolution:

Item 3, Proposal: Amendments to the Company's "Procedures for Acquisition or Disposal of Assets". (Proposed by Board of Directors)

Explanatory Note:

Resolution:

Resolution:

Extempore Motions

Adjournment

Chapter 3 Attachments Attachments 1 :2021 Business Report and Summary of 2022 Business Plan

(III) Financial Position and Profitability Analysis:

(III) Impact of overall operation environment

Attachments 2 : Audit Committee's Review on the 2021 Financial Statements

Audit Committee's Review Report

Attachments 3 : 2021 Certified Public Accountant / CPA Report

Independent Auditors' Report

Audit opinion

Basis for Opinions

Key Audit Matters

Inventory evaluation

Recognition of revenue from the sale of real estate

Other Matters - Parent company only financial statements

Other Matters - Adoption of other independent accountants

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

The Certified Public Accountant' Responsibilities in the Audit of the Consolidated Financial Statements

ShineWing Taiwan

Attachments 4: 2021 Consolidated Financial Statements

King's Town Construction Co., Ltd. Consolidated Balance Sheet As of 31 December 2021 and 2020

King's Town Construction Co., Ltd. Consolidated Balance Sheet As of 31 December 2021 and 2020 Unit: NT\$ thousand

King's Town Construction Co., Ltd. Consolidated Statements of Comprehensive Income As of 31 December 2021 and 2020

King's Town Construction Co., Ltd. Consolidated Statement of Changes in Equity From January 1 to December 31, 2021 and 2020 Unit: NT\$ thousand

King's Town Construction Co., Ltd. and subsidiaries Consolidated Statement of Cash Flows From January 1 to December 31, 2021 and 2020

Attachments 5 : Comparison table of amendments to the "Articles of Incorporation"

Attachments 6 : Comparison table of amendments to the "Procedures for Endorsement and Guarantee"

Attachments 7 : Comparison table of amendments to the "Procedures for Acquisition or Disposal of Assets"

anticipated benefit of the

Article XV. Information Disclosure Program

Article XV. Information Disclosure Program

Attachments 8 : Comparison table of amendments to the "Management of Loans to Others"

Chapter 4 Appendices Appendix 1

King's Town Construction Co., Ltd. Rules of Procedure for Shareholders' Meeting

Appendix 2

King's Town Construction Co., Ltd. Articles of Incorporation

Chapter 1 General Principles

Chapter 2 Shareholding

Chapter 3 Shareholders' Meeting

Chapter 4 Directors, Supervisors and Audit Committee

Chapter 5 Managers

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Appendix 3

Shareholding by Directors and Supervisors

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KTC AGM Information 2022