PCC - AGM Information 2022 | FinancialReports.eu

Stock Code: 2506

http://www.pacific-group.com.tw

Pacific Construction Co., Ltd.

2022 Annual Shareholders' Meeting Meeting Handbook

Time: 9:00 a.m., June 14, 2022 Place: No. 1, Section 5, Xinyi Rd., Taipei City, Taiwan (R.O.C.) (Meeting Room 102, Taipei International Convention Center) Convening Method: Physical Shareholders Meeting

DISCLAIMER

This is a translation of the Handbook for the 2022 Annual Shareholders’ Meeting (THE “Handbook”) of PACIFIC CONSTRUCTION CO., LTD. (The “Company”). This translation is intended for reference only and nothing else, the Company hereby disclaims and all liabilities whatsoever for the translation. The Chinese text of the agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.

Meeting Procedures........................................................................................................................... 1 Meeting Agenda ................................................................................................................................ 2 Report Items ...................................................................................................................................... 3 Ratification Items .............................................................................................................................. 6 Discussion and Election Items .......................................................................................................... 7 Extemporary Motion ......................................................................................................................... 9

Attachments

I.	2021 Business Report .............................................................................................................. 10
II.	2021 Audit Committee's Report .............................................................................................. 12
III.	The details of individual remuneration of Directors in 2021 .................................................. 13
IV.	Comparison Table of Amendment to the "Corporate Social Responsibility Best Practice
	Principles"................................................................................................................................ 15
V.	Financial Statements for 2021 and CPA Audit Report ............................................................ 21
VI.	2021 Earnings Distribution Table ............................................................................................ 42
VII.	Comparison Table of Amendment to the “Guidelines for Acquisition and Disposal of
	Assets” ..................................................................................................................................... 43
VIII.	Comparison Table of Amendment to the “Guidelines for Loaning of Company Funds and
	Guarantees” ............................................................................................................................. 52
IX	The Candidates list of Directors (including Independent Directors) ....................................... 54
X	The List of Prohibition of Competition Restriction on the Directors ...................................... 56

Appendices

I. Rules of Procedures for Shareholders' Meeting ............................................................................ 57 II. Articles of Incorporation .............................................................................................................. 60 III.Articles of Rules for the Election of Directors ............................................................................ 66 IV. Shareholding Facts by All Directors of the Company ................................................................. 68

Pacific Construction Co., Ltd.

Procedure for the 2022 Annual Shareholders' Meeting

I. Call the Meeting to Order

II. Chairman's Remarks

III. Report Items

IV. Ratification Items

V. Discussion and Election Items

VI. Extemporary Motions

VII. Adjournment

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Pacific Construction Co., Ltd.

Agenda for the 2022 Annual Shareholders ’ Meeting

Time: 9:00 a.m., June 14, 2022

Place: No. 1, Section 5, Xinyi Rd., Taipei City, Taiwan (R.O.C.) (Meeting Room 102, Taipei International Convention Center)

Convening Method: Physical Shareholders Meeting

I. Call the Meeting to Order

(Report the total number of shares represented by present shareholders and shareholders’ proxies.)

II. Chairman’s Remarks

III. Report Items

Item 1 2021 Business Report
Item 2 2021 Audit Committee’ Review Report
Item 3 2021 Employee and Director Compensation Report
Item 4 Report of The company's appropriations of earnings in cash dividends to shareholders for 2021
Item 5 Report of the Details of Individual Remuneration of Directors in 2021
Item 6 Report the Implementation Situation of the Company's Corporate Bonds
Item 7 Report of the Amendments to "Corporate Social Responsibility Best Practice Principles"
Item 8 Other matters

IV. Ratification Items

Proposal I To approve 2021 business report and financial statements Proposal II To approve the proposal for distribution of 2021 profits

V. Discussion and Election Items

Proposal I Discussion of the amendments to the “Guidelines for Acquisition and Disposal of Assets”
Proposal II Discussion of the amendments to the “Guidelines for Loaning of Company Funds and Guarantees”
Proposal III To elect the 19[th] Board of Directors of the Company
Proposal IV The restriction of lifting directors ' prohibition of competition

VI. Extemporary Motions VII. VI. Adjournment.

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Report Items

I. 2021 Business Report

For the 2021 Business Report, please refer to page 10-11 of the Handbook ( Attachment Ⅰ)

II. 2021 Audit Committee's Review Report

For the Audit Committee's Review Report, please refer to page 12 of the Handbook (Attachment II) .

III. 2021 Employee and Director Compensation Report

In accordance with the Articles of Incorporation of the Company, the Company shall pay appropriate remuneration for directors and employees of that year in case of any profits. The 2021 annual profit for the Company was NT$82,188,075 before distributing the remuneration of employees and directors. It is proposed to allocate 1.5% of the remuneration of employees and directors, both in the amount of NT$1,255,000, with a total of NT$2,510,000. The aforesaid items will be paid in cash

IV. Report of the company's appropriations of earnings in cash dividends to shareholders for 2021

In accordance with the Articles of Incorporation of the Company, authorizing the Board of Directors to distribute the earnings in cash if there is a surplus in the final accounts at the end of each half year. The Company's 2021 Earnings Distribution Proposal was approved by the the Board of Directors of the company, the distribution status and date of payment are as follows:

2021	Approved Date	Issue Date	Cash Dividend Per Share (NTD)	Cash Dividend Total (NTD)
First half of the fiscal year	August 10,2021.	None	Not assign	0
Second half of the fiscal year	March 10,2022	Not yet set	0.1	38,700,000
Total			0.1	38,700,000

V. Report of the Details of Individual Remuneration of Directors in 2021

1. Remuneration policy

The remuneration of directors is in accordance with the spirit of corporate governance, and directors shall be paid corresponding remuneration in accordance with the supervisory and management responsibilities entrusted by the shareholders' meeting.

2. Standard and combination of remuneration

(1) Remuneration for Directors

Directors’ remuneration is in accordance with Article 26 of the company policy. If the company makes a profit during the year, 1% to 2% shall be allocated as

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employee remuneration. The board of directors decides that the cash allocation shall not exceed 2% as directors' remuneration. The remuneration distribution proposal for employees and directors shall be processed after approved by the board of directors and shareholders meeting. However, when the company still has accumulated losses, it shall reserve the amount to make up in advance, and then allocate the director's remuneration according to the proportion in the preceding paragraph.

(2) Business execution costs Pursuant to Article 21 of the Articles of Incorporation of the Company, the Company's Directors' attendance fee and remuneration shall be determined by the board of directors with reference to the industry standard, and shall also consider the recommendations of the compensation committee.

3. The correlation of remuneration and business performance

(1) The company has established a performance evaluation method for the board of directors. According to the provisions of Article 3 of the method, six major projects will be evaluated, namely:(1) Mastery of company goals and tasks (2) Awareness of Directors' Responsibilities (3) Participation in the company's operations (4) Internal relationship management and communication (5) Professional and continuing education of directors (6) Internal Control.The actual distribution of 2021 is implemented with reference to the results of directors’ performance self-evaluation.
(2) Since 2019, director liability insurance has been insured, and based on the assessment of existing litigation cases, it is unlikely that directors will be liable, obligated or indebted in the future.

4. The details of Individual remuneration of directors in 2021, please refer to page 13 of this handbook (Attachment III)

VI. Report the Implementation Situation of the Company's Corporate Bonds

The 1st secured ordinary corporate bond in 2021 registered and effective via the letter issued by the Taipei Exchange dated May 28, 2021 (Ref. No.: Zheng-Gui-Zhai-Zi11000054971). All the fundraising was completed on June 4, 2021, and the total issuance amount is NT$250 million.
The 1st secured ordinary corporate bond in 2022 registered and effective via the letter issued by the Taipei Exchange dated March 25, 2022 (Ref. No.: Zheng-Gui-Zhai-Zi11100018481). All the fundraising was completed on April 1, 2022, and the total issuance amount is NT$230 million.

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VII.Report of the Amendments to " Corporate Social Responsibility Best Practice Principles".

In accordance with the promulgation of Taiwan Stock Exchange Corporation under TaiCheng-Chi-Li-Tze No.1100024173 dated December 7, 2021, it is proposed to amend some articles of the "Corporate Social Responsibility Best Practice Principles". The Comparison Table of Amended Articles is attached. (Please refer to the handbook page 15 ～ 20. Attachments IV ).

VIII. Other Matters

I. Report on the handling of the company's capital loan with others (as of April 16, 2021)

Unit: Thousands of NT$

Lending Object	Nature of Lending	Amount of Lending
Grand Pacific Holdings Limited	The company holds more than 50% of the Subsidiaries shares, that needs Short-term accommodation due to business needs.	30,000
Total		30,000

II. The status of proposals raised by shareholders
Shareholders Yang Xinhui (Account number 321459) proposed that the company should review the balance sheet and shrink it to improve operating efficiency.
As the shareholders of the proposal held less than 1% of the shares as of the closing date of the shareholders' meeting. It was not included in the proposal to be discussed at the shareholders' meeting.

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Ratification Items

Proposal 1 Proposed by the Board of Directors

Subject: The Company’s 2021 business report and financial statements are submitted for ratification.

Explanation:

I.The company’s 2021 financial statements have been certified by the CPA ZongJhe Chen and Li-Jhen Lai of KPMG, along with the business report has been reviewed and examined by the Audit Committee and the Audit Committee has issued a Review Report accordingly. Please ratify Business Report and Financial Statements.
II.The Business Report (page10~11) and Financial Statements for the Year 2021 (page 21~41) are attached hereto as Attachments I & V .

Resolution:

Proposal 2 Proposed by the Board of Directors

Subject: To approve the proposal for distribution of 2021 profits.

Explanation:

I. The company's 2021 after-tax earnings is NT$45,610,166. After adjusted consolidated profit and loss at fair value equity instruments, re-measurements of defined benefit plans recognized in retained Earnings, and re-assessing the changes in the current period, setting the special earnings and legal reserve, the available earnings for the current period is NT$ 563,929,519. It is proposed to calculate the proportion of shares held by shareholders as recorded in the shareholder register on the dividend base date. Cash dividend of NT$0.1 per share shall be distributed and paid to each shareholder, the net distribution amount is NT$38,700,000. rounded to the nearest NT dollar (truncate the numbers after decimal place). Upon the approval of the Annual Shareholders' Meeting, the aggregate of the remaining cash will be credited to Other Revenue by the Company.
II.The 2021Earnings Distribution Proposal is attached hereto as Attachments VI ( page 42).
III. In the event that the Company changes in equity, thereby affecting the number of outstanding shares and then causing the proposed profit distribution per share to change. It is proposed that the Annual Shareholders' Meeting authorized the Board of Directors to adjust the distribution ratio on the same based amount NT$38,700,000 approved by the Annual Shareholders' Meeting, according to the actual shares outstanding on the dividend date.

Resolution:

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Discussion and Election Items

Proposal 1 Proposed by the Board of Directors

Subject: Review and approval of the amendments to the “Procedures for the Acquisition and Disposal of Assets”.

Explanation:

It is conducted in accordance with the principles of The Financial Supervisory Commission (FSC) issued a letter FSC certificate Fa Zi No.1110380465 on January 28,2022 to amend part articles of "Procedures for Acquisition or Disposal of Assets".
The Comparison Table of the amended articles is set out. Please refer to the Handbook page 43~51. ( Attachments VII )

Resolution:

Proposal 2 Proposed by the Board of Directors

Subject: Review and approval of the amendments to the “Guidelines for Loaning of Company Funds and Guarantees”.

Explanation:

In order to comply with the 100% subsidiary's capital loan amount limited and deadlines, it is proposed to amend certain provisions of " Guidelines for Loaning of Company Funds and Guarantees".
The Comparison Table of the amended articles is set out. Please refer to the Handbook page 52~53. ( Attachments VIII)

Resolution:

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Proposal 3 Proposed by the Board of Directors

Subject: To elect Directors of 19[th] Board of Directors.

Explanation:

The 18th term of Directors will expire and shall be re-elected at the Annual Shareholders’ Meeting according to law.
Pursuant to Articles 15 of the Articles of Incorporation, the company shall have 7~11 directors (the number of Independent Directors shall not be less than 3 persons). It was approved to re-elect 9 Directors (including 3 Independent Directors) of the 19th term of Directors by the current Board of Directors. There is three-year tenure and shall run from June 14, 2022 through June 13, 2025.
The current Directors election adopts the candidate nomination system, the shareholders select the Directors from the list of candidates. For the academic and professional backgrounds of the Directors and Independent Directors candidates, please refer to the Handbook page 54~55. (Attachment IX).
Articles of Rules for the Election of Directors of the Company, please refer to the Handbook page 66~67. ( Appex III ).
Please vote.

Chairman Announces the Result of Election:

Proposal 4 Proposed by the Board of Directors

Subject: Proposal for release of non-competition restrictions on Directors of the Board of the 19th term.

Explanation:

1.According to Article 209 of the Company Act, any Director conducting business for himself/herself or on another’s behalf, and the scope of which coincides with the Company’s business scope, shall explain at the Shareholders’ Meeting the essential contents of such conduct and obtain approval from shareholders in the Meeting.
2.The newly-elected Directors and the juristic Directors of the Company, concurrently participated in competitive business. It is proposed to invoke the Company Act and release them from non-competition restrictions.
It is proposed that the Shareholders' Meeting approve the release of the new elected Directors from non-compete restrictions. The list of competition restrictions on Directors and the juristic Directs, please refer to the Handbook page 56. ( Attachments X ).

Resolution:

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Extemporary Motions

Adjournment

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Attachment I

Annual Business Report of 2021

I.Quantity of production and sales:

In 2021, the company sold 40 houses of various types, 72 parking spaces and 1 sale of land.

II.Revenue: NT$1,246,761,340

The operating revenue in 2021was NT$1,174,451,990, a decrease of NT$1,247,977,231 compared to the year 2020, with a decrease rate of 51.52%. It is mainly that there was not any new projects completed and handed over this year; housing and land revenue was NT$933,104,335, accounting for 79.45% of operating revenue. Lease and other revenue was NT$241,347,656, accounting for 20.55% of operating revenue, a decrease of 4.52% compared to Year 2020.
In 2021, non-operating income was NT$72,309,350, accounting for 5.80% of total revenue, mainly due to the recognition investment benefits of NT$49,467,733.

III. Expenses: NT$1,201,151,174

1.The operating expenses in 2021 are NT$1,059,429,275, accounting for 90.21% of operating revenue.
2.Non-operating expenditures in 2021 was NT$106,233,990, accounting for 8.84% of total expenditures, mainly due to the interest expense.
3.The income tax expense for 2021 was NT$35,487,909, of which the land value-added tax is NT$20,352,308.

IV. Benefits: NT$45,610,166.

The after-tax benefits in 2021 was NT$45,610,166, which was an increase of $100,278,863 compared to the year 2020.

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V. Review and Outlook

In 2021, the Company's development was mainly based on its own business, supplemented by consumer intelligent life business. In view of the difficulty in obtaining land and the high price, the company continued to integrate and construct its own land, such as the “Dunnan Lishe” reconstruction project of urban unsafe and old buildings, which was sold out immediately after its launch. It also purchased 1980 square meters of land, which is near the planned high-speed rail station in Yilan City is and currently under construction planning. The price of this land is relatively reasonable and anticipates reasonable business profits.

However, in 2021, because no construction projects were completed and entered in account, the recognizable operating income decreased compared with last year. Therefore, strategies such as disposing of remaining houses and idle assets, adjusting the financing structure and reducing interest expenses were adopted, so that target of profit can still be achieved in 2021. As for the investment business, Pacific Department Stores Co., Ltd. and Pacific Real Estate have adopted stable operation measures in response to market changes under the pressure of the rise of e-commerce and brand competition, so they still maintain the results of profitability.

Looking forward to 2022, in view of the continuous expansion of inflation and the potential impact of the central bank's interest rate hike, in addition to developing core businesses, we will operate in a debt-free manner, and at the same time consider asset allocation, expect to reduce interest expenses and holding costs, and develop to achieve profitability. Develop new business opportunities for profit

Well-measured corporate governance is the cornerstone of business operations, corporate sustainability is the core value of an enterprise, and one of the key strategies for sustainable development is to fulfill social responsibilities for the enterprise. In order to enhance the value of the company's sustainable development, we will improve the transparency of information, provide effective, useful and timely information, and strengthen the communication with stakeholders. And promote consumers' confidence in the company brand to upgrade the company's business performance and sustainable development.

Chairman: Liu I-Yee President: Chen,Chin-Hui Chief Accountant: Nien,Pi-Chen

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Attachment II

Annual Audit Committee's Review Report of 2021

To the 2022 Annual Shareholders’ Meeting of Pacific Construction Co., Ltd.

The board of directors hereby authorizes the company’s annual business report, balance sheet, comprehensive income statement, statement of changes in equity, cash flow statement, and earnings distribution statement, including the balance sheet, comprehensive income statement, statement of changes in equity and Cash flow statement (including consolidated financial ， statements) of the Company for the year 2021 The CPA Chen, Zongzhe and CPA Lai, Lizhen, members of the Kpmg, were entrusted by the board of directors to submit an audit report after the audit was completed. The above business report, financial statements (including consolidated financial statements) and the profit distribution proposal have been verified by the Audit Committee to be without any discrepancies. According to Article 14-4 of the Securities and Exchange Act and Article 219 of Company Law, we hereby submit this report as above. Please review and approve the same.

Pacific Construction Co., Ltd.

Audit Committee Convener:

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March 10, 2022

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Attachment III

The Details of Individual Remuneration of Directors in 2021

		Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director			Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee			Whether remuneration from any reinvestees other than subsidiaries is received
								Professional		The sum of A, B, C and D in proportion		Salaries, bonus								The sum of A, B, C D E F and G
		Remuneration (A)		Pension (B)		Retained Earnings Distribution (C)		practice		to Earnings		and special subsidies		Pension (F)		Employee bonus from earnings (G)				, , , to Earnings
								(D)				(E)

		the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company		Companies included in the financial statement		the Company	Companies included in the financial statement
Job Title	Name

																Cash dividend	Stock dividend	Cash dividend	Stock dividend
Chairman	Living Spring International Development Co., Ltd. Representative / Liu I-Yee	0	0	0	0	139,448	139,448	0	0	0.31%	0.31%	0	0	0	0	0	0	0	0	0.31%	0.31%	N/A
		1,384,000	1,384,000	0	0	0	0	45,000	65,000	3.11%	3.16%	0	0	0	0	0	0	0	0	3.11%	3.16%	N/A
Director	Living Spring International Development Co., Ltd. Representative / Lei Chien	0	0	0	0	139,448	139,448	0	0	0.31%	0.31%	0	0	0	0	0	0	0	0	0.31%	0.31%	N/A
		1,384,000	3,455,200	0	0	0	0	45,000	65,000	3.11%	7.70%	0	0	0	0	0	0	0	0	3.11%	7.70%	N/A
Director	Yang Ming Investment Consulting Co., Ltd. Representative / ChangChi Ming	0	0	0	0	139,448	139,448	0	0	0.31%	0.31%	0	0	0	0	0	0	0	0	0.31%	0.31%	N/A
		0	1,205,700	0	0	0	0	35,000	40,000	0.08%	2.73%	0	0	0	0	0	0	0	0	0.08%	2.73%	N/A
Director	Living Spring International Development Co., Ltd. Representative / Yu ShengYi	0	0	0	0	139,448	139,448	0	0	0.31%	0.31%	0	0	0	0	0	0	0	0	0.31%	0.31%	N/A
		0	0	0	0	0	0	45,000	45,000	0.10%	0.10%	0	0	0	0	0	0	0	0	0.10%	0.10%	N/A
Director	Fukunaga Investment Co., Ltd. Representative / Lai Yueh Hsin	0	0	0	0	139,448	139,448	0	0	0.31%	0.31%	0	0	0	0	0	0	0	0	0.31%	0.31%	N/A
		0	0	0	0	0	0	45,000	45,000	0.10%	0.10%	0	0	0	0	0	0	0	0	0.10%	0.10%	N/A
Director	Pacific Urban Management Consulting Co., Ltd. Representative / ChangKayJin	0	0	0	0	139,448	139,448	0	0	0.31%	0.31%	0	0	0	0	0	0	0	0	0.31%	0.31%	N/A
		0	0	0	0	0	20,830	45,000	45,000	0.10%	0.14%	0	1,189,496	0	0	0	0	0	0	0.10%	2.75%	N/A

(Continued)

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		Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director	Remuneration of Director			Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee	Remuneration in the capacity as employee			Whether remuneration from any reinvestees other than subsidiaries is received
								Professional		The sum of A, B, C and D in proportion		Salaries, bonus								The sum of A, B, C D E F and G
		Remuneration (A)		Pension (B)		Retained Earnings Distribution (C)		practice		to Earnings		and special subsidies		Pension (F)		Employee bonus from earnings (G)				, , , to Earnings
								(D)				(E)

		the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company	Companies included in the financial statement	the Company		Companies included in the financial statement		the Company	Companies included in the financial statement
Job Title	Name

																Cash dividend	Stock dividend	Cash dividend	Stock dividend
Independent Director	Lin Hao Li	600,000	600,000	0	0	139,444	139,444	80,000	80,000	1.80%	1.80%	0	0	0	0	0	0	0	0	1.80%	1.80%	N/A
Independent Director	Wu Chin Jung	600,000	600,000	0	0	139,444	139,444	80,000	80,000	1.80%	1.80%	0	0	0	0	0	0	0	0	1.80%	1.80%	N/A
Independent Director	Chen Kin Lung	0	0	0	0	139,444	139,444	70,000	70,000	0.46%	0.46%	0	0	0	0	0	0	0	0	0.46%	0.46%	N/A
1. Please describe the policy, system, standards The remuneration payment is estimated in ac the results of the director's performance eval 2. Remuneration to Directors providing service		and structure of independent directors' compensation and the correlation with the amount of compensation paid based on the responsibilities, risks and time commitment. cordance with the company's articles of association and processed after discussion by the board of directors and a report at the shareholders meeting. The actual payment has been made with reference to uation and the recommendations after discussion by the remuneration committee for the board of directors' reference, and will be implemented after approval. to entities within the Company's most recent financial reporting period (such as serving as non-employee consultants), in addition to remuneration disclosed in the above table: None.

Note: Net profit after tax refers to the net profit after tax of the most recent year's individual or individual financial report

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Attachment IV

Pacific Construction Co., Ltd. Comparison Table of Amendments to the

“Corporate Social Responsibility Best Practice Principles”

Amended Title	Current Title	Description
Sustainable DevelopmentBest Practice Principles	Corporate Social Responsibility Best Practice Principles (“CSR Principles”)	In response to the competent authority to amend the " Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies " as " Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies ", so as to expand the concept that enterprises should pay attention to corporate social responsibility to the concept that enterprises should pay attention to sustainable development, and therefore revise this principle name.

Amended Article	Current Articles	Description
Article 1 To fulfill corporation social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, we establish our Best Practice Principles base on the “Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies”.	Article 1 To fulfill corporation social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, we establish our Best Practice Principles base on the “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies”.	The Code name is amended in accordance with the competent authority’s requirement.
Article 2 The principles apply to the Company, including the entire operations of the Company and its business group. The Company actively fulfills our sustainable developmentin the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as	Article 2 The principles apply to the Company, including the entire operations of the Company and its business group. The Company actively fulfills our corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.

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Amended Article	Current Articles	Description
responsible corporate citizens, and to enhance competitive edges built on sustainable development.	responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.
Article 3 The Company fulfillsit promote sustainabledevelopment initiatives, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. (Ignored below)	Article 3 The Company fulfills its corporate social responsibility initiatives, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. (Ignored below)	Amend the title in cooperation with this principle, and expand the concept that enterprises should attach importance to corporate social responsibility to enterprises should attach importance to sustainable development, amend this provision.
Article 4 To implementsustainable development initiatives, the Company follow the principles below: 1.Exercise corporate governance, 2.Foster a sustainable environment, 3.Preserve public welfare, and 4.Enhance disclosure ofsustainable developmentinformation.	Article 4 To implement corporate social responsibility initiatives, the Company follow the principles below: 1.Exercise corporate governance, 2.Foster a sustainable environment, 3.Preserve public welfare, and 4.Enhance disclosure of corporate social responsibility information.	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.
Article 6 The directors of the Company shall exercise the due care of good administrators to urge the company to perform itssustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of itssustainable development policies. The Board of Directors of the Company to give full consideration to the interests of stakeholders, including the following matters, in the company'spromotes the sustainable development goals: 1.Identifying the company'ssustainable developmentmission or vision, and declaring itssustainable development	Article 6 The directors of the Company shall exercise the due care of good administrators to urge the company to perform its corporate social responsibility initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies. The Board of Directors of the Company to give full consideration to the interests of stakeholders, including the following matters, in the company's performance of its corporate social responsibility initiatives: 1.Identifying the company's corporate social responsibility mission or vision, and declaring its corporate social	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.

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Amended Article	Current Articles	Description
policy, systems or relevant management guidelines, 2.Making sustainabledevelopmentthe guiding principle of the company's operations and development, and ratifying concrete promotional plans forsustainable development initiatives; and 3.Enhancing the timeliness and accuracy of the disclosure of sustainable developmentinformation. (Ignored below)	responsibility policy, systems or relevant management guidelines, 2.Making corporate social responsibility the guiding principle of the company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and 3.Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information. (Ignored below)
Article 7 The company regularly organizes education and training on the implementation ofpromote sustainable developmentinitiatives, including promotion of the matters prescribed in paragraph 2 of the preceding Article.	Article 7 The company regularly organizes education and training on the implementation of corporate social responsibility initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding Article.	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.
Article 8 For the purpose of managing sustainable developmentinitiatives, the Companyshould establish a governance structure to promote sustainable development in a timely manner, and established an exclusively (or concurrently) dedicated unit topromote sustainable developmentbe in charge of proposing and enforcing thesustainable developmentpolicies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis. The Company adopt reasonable remuneration policies, to ensure that remuneration arrangements accord with the strategic aims of the organization, and align with the interests of stakeholders. The employee performance evaluation system be combined withsustainable developmentpolicies, and that a clear and effective incentive and discipline system be established.	Article 8 For the purpose of managing corporate social responsibility initiatives, the Company established an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the corporate social responsibility policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis. The Company adopt reasonable remuneration policies, to ensure that remuneration arrangements accord with the strategic aims of the organization, and align with the interests of stakeholders. The employee performance evaluation system be combined with corporate social responsibility policies, and that a clear and effective incentive and discipline system be established.	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.

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Amended Article	Current Articles	Description
Article 9 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable developmentissues which they are concerned about.	Article 9 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.
Article 11 The company endeavor to utilizeenergy efficiency anduse renewable materials which have a low impact on the environment to improve sustainability of natural resources.	Article 11 The Company endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.	In order to focus on the management of energy use by enterprises to reduce greenhouse gas emissions, this Article is amended.
Article 16 The Company should assess the current and future potential risks and opportunities that climate change may present to the company and to adopt relatedmeasures. The Company adopts standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1.Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2.Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. 3.Other indirectemissions: emissions from company activities are not indirect emissions from energy sources, but come from sources owned or controlled by other companies. (Ignored below)	Article 16 The Company should assess the current and future potential risks and opportunities that climate change may present to the company and to adopt ~~climate~~related measures. The Company adopts standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1.Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2.Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. (Ignored below)	1. The Company assesses the risks and opportunities related to climate change, and the measures it should take in response to climate change, including but not limited to climate-related issues, so amend item 1 of this article. 2. Regarding the electricity of indirect greenhouse gas emissions, including but not limited to purchased electricity, the provisions of item 2 of this article shall be amended. 3. In order to achieve the goal of reducing greenhouse gas emissions, enterprises are encouraged to disclose other indirect greenhouse gas emissions in category 3, and the item 3 of this article is added.

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Amended Article	Current Articles	Description
Chapter 5 Enhancing Disclosure ofSustainable Development Information	Chapter 5 Enhancing Disclosure of Corporate Social Responsibility Information	In accordance with the amendment of Article 4, paragraph 4, the title of Chapter 5 is amended.
Article 27 The Company disclose information according to relevant laws, regulations and the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and shall fully disclose relevant and reliable information relating to theirsustainable developmentinitiatives to improve information transparency.The relevant information is as follows: 1.The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable development initiatives, as resolved by the Board of Directors, 2.The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare, 3.Goals and measures for realizing the sustainable development initiatives established by the companies, and performance in implementation, 4.Major stakeholders and their concerns, 5.Disclosure of information on major suppliers'management and performance with respect to major environmental and social issues, and 6.Other information relating to sustainable development initiatives.	Article 27 The Company disclose information according to relevant laws, regulations and the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and shall fully disclose relevant and reliable information relating to their corporate social responsibility initiatives to improve information transparency.	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.
Article 28 If the Company adopts internationally widely recognized standards or guidelines when producingsustainable developmentreports, to disclose the status of their implementation of the	Article 28 If the Company adopts internationally widely recognized standards or guidelines when producing corporate social responsibility reports, to disclose the status of their implementation of the	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should

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Amended Article	Current Articles	Description
corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports.The content should include: 1.The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable development initiatives, 2.Major stakeholders and their concerns, 3.Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development, and 4.Future improvements and goals.	corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports.	emphasize sustainable development, and hence this provision is amended.
Article 29 The Company shall at all times monitor the development of domestic and foreignsustainable development standards and the change of business environment so as to examine and improve their establishedsustainable developmentframework and to obtain better results from the implementation of thepromote sustainable development policy.	Article 29 The Company shall at all times monitor the development of domestic and foreign corporate social responsibility standards and the change of business environment so as to examine and improve their established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibility policy.	In line with the revision of the name of this code, the concept that enterprises should emphasize corporate social responsibility is expanded to include the enterprises should emphasize sustainable development, and hence this provision is amended.
Article 31 The Procedures were adopted on August 10, 2015. The 1st amendment was made on November 2, 2016. The 2nd amendment was made on March 23, 2020. The 3rd amendment was made on January 20, 2022.	Article 31 The Procedures were adopted on August 10, 2015. The 1st amendment was made on November 2, 2016. The 2nd amendment was made on March 23, 2020.	Added amendment date.

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Attachment V

Independent Auditor’s Report

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

Opinion

We have audited the financial statements of Pacific Construction Co., Ltd. (the “ Company”), which comprise the balance sheet as of December 31, 2021 and 2020, the statements of comprehensive income, statements of changes in equity and statements of cash flow for the years ended December 31, 2021 and 2020, and notes to financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of the other auditors (see Other Matters), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended December 31, 2021 and 2020, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Revenue recognition

Please refer to Note (4)(15) for the accounting policy of revenue recognition. Information of revenue recognition are shown in Note (6)(19) of the financial statements.

Description of Key Audit Matters:

The Company main operating revenue sources are income from department stores and rental income from investment properties. The risk of material misstatement is associated with the truthfulness of revenue recognition. While operating revenue involves the management’s operating performance, the management may fail to recognize revenue earlier or defer the recognition of revenue to achieve the expected net profit, resulting in a material misstatement of

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operating revenue. Accordingly, the revenue recognition test is one of the significant evaluations performed by us in our audit of the financial statement of the Company.

Auditing Procedures Performed:

Our principal audit procedures of the above key audit matters include:

‧ Understand the process and internal controls of the Sales and Collection Cycle and assess the controls to prevent and detect errors and fraud in revenue recognition.
‧ Perform a cut-off test on Sale of the Properties and Lease Revenue to assess whether the former revenue is recognized in the appropriate period.
‧ Perform a verification test on revenue recognition by randomly reviewing relevant documents, Including Lease Contractual Terms, Real Estate Sales Contract and Real Estate Transfer Registration, etc. These will be verified with the general entry to assess whether the revenue recognition policy of the Company complies with applicable bulletins.
Inventory Valuation

Please refer to Note 4(7) and 5(2) for the accounting policy of inventory valuation, as well as the estimation and assumption uncertainty of the valuation of inventory, respectively. Information of estimation of the valuation of inventory are disclosed in Note 6(5) of the financial statements.

Description of Key Audit Matters:

The Construction Department's inventory is an important asset of the Company, accounting for approximately 49% of total assets. Inventory is valued in accordance with IAS 2 as the net realizable value of the Company’s inventory of the Construction Department is based on management's estimates of future sales prices and construction costs and is likely to be affected by political and economic situations. Where the net realizable value is not properly assessed, it may result in a misstatement in the financial statements. Accordingly, the inventory valuation test is one of the significant evaluations performed by us in our audit of the financial statement of the Company.

Auditing Procedures Performed:

We obtained information on the net realizable value of the Company’s inventory and reassessed the net realizable value of homes for sales by randomly reviewing sold contracts from previously disclosed information, with reference to the most recent property price registered by the Ministry of the Interior, or obtaining quotes from nearby transactions. In terms of the net realizable value of construction sites, land and buildings under construction, we acquired and randomly checked the Company's investment return analysis or appraisal report and compared the investment return analysis with market conditions to assess whether the net realizable value of inventories is fairly presented.

Other Matters

We did not audit certain investees' financial statements included in the financial statements of the Company’s using the equity method; they were audited by the other auditors. Our audits, our opinion on the financial statements of the Company, are based solely on the other auditors' audit reports. The amount in investments in certain investees accounted for using the equity method for the years ended December 31, 2021 and 2020 accounted for 3% of the total assets. The shares of

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subsidiaries, affiliates and joint ventures accounted for using the equity method accounted for (3)% and 2,280% of the net (loss) income before income taxes for January 1 to December 31, 2021 and 2020, respectively.

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

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

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events

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

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.

KPMG

Taipei, Taiwan (Republic of China)

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Pacific Construction Co., Ltd.

Balance Sheet

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2021 Amount ％ $ 520,460 5 39,933 - 613 - 51,050 - 5,498,929 49 309,123 3 17,419 - 35,802 - 61,412 - 6,534,741 57 294,151 3 2,127,016 19 168,800 2 95,587 1 1,832,953 16 185 - 12,739 1 119,079 1 7,982 - 4,658,492 43 $ 11,193,233 100	December 31, 2021 Amount ％ $ 520,460 5 39,933 - 613 - 51,050 - 5,498,929 49 309,123 3 17,419 - 35,802 - 61,412 - 6,534,741 57 294,151 3 2,127,016 19 168,800 2 95,587 1 1,832,953 16 185 - 12,739 1 119,079 1 7,982 - 4,658,492 43 $ 11,193,233 100	December 31, 2020
Amount $ 520,460 39,933 613 51,050 5,498,929 309,123 17,419 35,802 61,412		Amount ％ 609,418 5 109,150 1 559 - 46,395 - 5,810,259 50 221,936 2 11,104 - 38,327 - 47,231 -
6,534,741	57	6,894,379 58
294,151 2,127,016 168,800 95,587 1,832,953 185 12,739 119,079 7,982	3 19 2 1 16 - 1 1 -	294,916 3 2,102,088 18 145,119 1 98,132 1 1,922,307 18 221 - 9,977 - 60,536 1 1,983 -
4,658,492	43	4,635,279 42
$ 11,193,233	100	11,529,658 100

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Pacific Construction Co., Ltd.

Balance Sheet (Continued) December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2021 Amount % $ 1,155,756 10 240,000 2 188,400 2 306,085 3 211,847 2 6,435 - 10,326 - 324,371 3 260,000 2 743,249 7 6,855 - 3,453,324 31 250,000 2 587,641 5 86,028 1 1,005 - 49,693 - 29,450 - 1,003,817 8 4,457,141 39 3,870,000 35 381,910 3 1,221,329 11 70,421 1 571,891 5 203,821 2 609,927 6 (193,207) (2) 6,736,092 61 $ 11,193,233 100	December 31,	2020 % 6 - 4 3 2 - - 3 3 8 (1)
Amount	Amount
$ 1,155,756 240,000 188,400 306,085 211,847 6,435 10,326 324,371 260,000 743,249 6,855	672,070 - 450,914 293,429 200,168 8,745 10,799 333,906 300,000 911,057 11,691
3,453,324	3,192,779	28
250,000 587,641 86,028 1,005 49,693 29,450	260,000 1,098,411 87,635 1,821 52,181 34,330	2 10 1 - - -
1,003,817	1,534,378	13
4,457,141	4,727,157	41
3,870,000 381,910 1,221,329 70,421 571,891 203,821 609,927 (193,207)	3,870,000 371,732 1,221,329 55,134 689,476 178,413 609,624 (193,207)	34 3 11 - 6 2 5 (2)
6,736,092	6,802,501	59
$ 11,193,233	11,529,658	100

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Pacific Construction Co., Ltd.

Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021	％ 100 69	2020	％ 100 73
Amount $ 1,172,440 812,676		Amount 2,420,417 1,776,319
359,764 2,012	31 -	644,098 2,012	27 -
361,776	31	646,110	27
94,768 150,972 1,014	8 13 -	158,511 162,866 4,553	7 7 -
246,754	21	325,930	14
115,022	10	320,180	13
723 22,119 (106,234) 49,468	- 2 (9) 4	619 60,268 (133,101) (263,291)	- 2 (5) (11)
(33,924)	(3)	(335,505)	(14)
81,098 35,488	7 3	(15,325) 39,344	(1) 2
45,610	4	(54,669)	(3)
3,114 1,048 3,033	- - -	794 (13,890) 4,859	- (1) -
7,195	-	(8,237)	(1)
	2	17,512	1

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Pacific Construction Co., Ltd.

Statements of Comprehensive Income (Continued) For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021	％ -	2020	％ -
Amount -		Amount (2,052)
25,408	2	15,460	1
32,603	2	7,223	-
$ 78,213	6	(47,446)	(3)
$	0.13	(0.15)
$	0.13	(0.15)

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Pacific Construction Co., Ltd.

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Ordinary Share Capital $ 3,870,000	Capital Surplus	Retained Earnings	Retained Earnings	Retained Earnings	Total Other Equity Interest	Total Other Equity Interest	Treasury shares	Total Equity 6,849,947
					Exchange Differences Resulting from Translating the Financial Statements of Foreign Operations	Unrealized Gains (losses) from Financial Assets Measured at FVTOCI
		Legal Reserve	Special Reserve	Unappropriated Retained Earnings
	371,732	1,221,329	51,436	747,110	162,953	618,594	(193,207)
- -	- -	- -	- -	(54,669) 733	- 15,460	- (8,970)	- -	(54,669) 7,223
-	-	-	-	(53,936)	15,460	(8,970)	-	(47,446)
-	-	-	3,698	(3,698)	-	-	-	-
3,870,000 - -	371,732 - -	1,221,329 - -	55,134 - -	689,476 45,610 5,841	178,413 - 25,408	609,624 - 1,354	(193,207) - -	6,802,501 45,610 32,603
-	-	-	-	51,451	25,408	1,354	-	78,213
- - - -	- - 10,178 -	- - - -	15,287 - - -	(15,287) (154,800) - 1,051	- - - -	- - - (1,051)	- - - -	- (154,800) 10,178 -
$ 3,870,000	381,910	1,221,329	70,421	571,891	203,821	609,927	(193,207)	6,736,092

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Pacific Construction Co., Ltd.

Statements of Cash Flow

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Net (loss) before tax for the period Adjustment items: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit (losses) gains Interest expense Interest revenue Dividend income Share of (profit) loss of subsidiaries, associates and joint ventures accounted for using equity method Loss (gains) of disposal and scrapping of property, plant and equipment Impairment loss of Investment property Deferred credit Proceeds from disposal share of profit of subsidiaries, associates and joint ventures accounted for using equity method Share of liquidation profit (losses) of subsidiaries using the equity method accounted Loss (gains) of lease modifications Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes & accounts receivable Other receivables (related parties) Inventories Other financial assets-Current Refundable deposits for construction projects Other current assets Incremental costs to obtaining a contract Net defined benefit assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes and accounts payable Other payables Other financial liabilities Other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow (outflow) generated from operations Interest received Interest paid Income tax paid Net cash flows from (used in) operating activities	2021 $ 81,098	2020 (15,325)
	101,236 480 1,014 106,234 (723) (12,981) (49,468) 373 - (2,012) - - 594	99,553 356 4,553 133,101 (619) (4,808) 263,291 (4,059) 6,000 (2,012) (48,321) 1,598 (1,187) 447,446 (45,628) 3,950 1,185,558 (103,670) 18,650 83,166 84,143 (556)
	144,747
	68,236 (4,709) 296,122 (4,298) (6,315) 2,525 (14,181) 352
	337,732	1,225,613
	(262,514) 12,656 9,788 (9,535) (4,836)	(322,421) 10,938 5,626 7,414 2,711
	(254,441)	(295,732)
	83,291	929,881
	309,136 690 (104,791) (38,578)	1,362,002 695 (133,396) (42,038)
	166,457	1,187,263

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Pacific Construction Co., Ltd.

Statements of Cash Flow (Continued)

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at FVTOCI Acquisition of property, plant and equipment Proceeds from disposal property, plant and equipment Acquisition of Investment property Other financial assets Other non-current assets Dividends received Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term loans Proceeds from Short-term loans Repayments of Short-term loans Increase in short-term notes and bills payable Corporate bonds payable Redemption of bonds Decrease in long-term loans Proceeds from Long-term loans Repayments of Long-term loans Deposits received Lease principal repayment Cash dividend payment Net cash outflows (inflows) from financing activities Effects of exchange rate changes on cash and cash equivalents Increase (Decrease) in cash and cash equivalents for the period Beginning cash and cash equivalents Closing cash and cash equivalents	2021		2020 - (21,466) 5,214 - 91,646 2,978 37,416
	1,813 (5,045) 9 (3,079) (141,432) (6,991) 47,864 (106,861) 483,686 - - 240,000 250,000 (300,000) (678,578) - - (2,488) (10,116) (154,800) (172,296) 23,742 (88,958) 609,418 $ 520,460
			115,788
			- 457,645 (1,401,569) - - - - 118,571 (200,666) (7,426) (9,884) -
			(1,043,329)
			16,741
			276,463 332,955
			609,418

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Independent Auditor’s Report

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

Opinion

We have audited the consolidated balance sheet of Pacific Construction Co., Ltd. (Pacific Construction Group) and its subsidiaries for the years ended December 31, 2021 and 2020. The related consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated statements of cash flow for the years ended December 31, 2021 and 2020, and notes to consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of the other auditors (see Other Matters), the consolidated financial statements present fairly, in all material respects, the financial position of the Group for the years ended December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Financial Reporting Standards and International Accounting Standards, interpretations and notices approved and effective upon promulgation by the Financial Supervisory Commission.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.

1. Revenue recognition

Please refer to Note (4)(17) for the accounting policy of revenue recognition. Information of revenue recognition details are shown in Note (6)(22) of the Consolidated financial statements.

Description of Key Audit Matters:

Pacific Construction Group’s main operating revenue sources are income from department stores and rental income from investment properties. The risk of material misstatement is associated with the truthfulness of revenue recognition. While operating revenue involves the management’s operating performance, the management may fail to recognize revenue earlier or defer the recognition of revenue to achieve the expected net profit, resulting in a material misstatement of operating revenue. Accordingly, the revenue recognition test is one of the significant evaluations performed by us in our audit of the consolidated financial statement of Pacific Construction Group.

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Auditing Procedures Performed:

Our principal audit procedures of the above key audit matters include:

‧ Understand the process and internal controls of the Sales and Collection Cycle and assess the controls to prevent and detect errors and fraud in revenue recognition.
‧ Perform a cut-off test on Sale of the Properties and Lease Revenue to assess whether the former revenue is recognized in the appropriate period.
‧ Perform a verification test on revenue recognition by randomly reviewing relevant documents, including lease contractual terms and conditions, real estate sales contract and Real estate transfer registration. These will be verified with the general entry to assess whether the revenue recognition policy of Pacific Construction Group. complies with applicable bulletins.
‧ Understand and test the control mechanism of department store’s self-operating, and counter collection and revenue recognition operating procedures of Pacific Construction Group.
‧ Randomly check and understand the contractual terms and conditions to test whether the draw rate complies with the contractual terms and conditions and whether the revenue statements transferred by the information system are correct, recorded and collected in time.
‧ Evaluate whether Pacific Construction Group’s revenue recognition policy for department stores complies with applicable bulletins.
Inventory Valuation

Please refer to Note 4(8) and 5 for the accounting policy of inventory valuation, as well as the estimation and assumption uncertainty of the valuation of inventory, respectively. Information of estimation of the valuation of inventory are disclosed in Note 6(5) of the consolidated financial statements.

Description of Key Audit Matters:

The Construction Department's inventory is an important asset of Pacific Construction Group, accounting for approximately 40% of total assets. Inventory is valued in accordance with IAS 2 as the net realizable value of Pacific Construction Group's inventory of the Construction Department is based on management's estimates of future sales prices and construction costs and is likely to be affected by political and economic situations. Where the net realizable value is not properly assessed, it may result in a misstatement in the financial statements. Accordingly, the inventory valuation test is one of the significant evaluations performed by us in our audit of the consolidated financial statement of Pacific Construction Group.

Auditing Procedures Performed:

We obtained information on the net realizable value of Pacific Construction Group’s inventory and reassessed the net realizable value reassessment of homes for sales by randomly reviewing sold contracts from previously disclosed information, with reference to the most recent property price registered by the Ministry of the Interior, or obtaining quotes from nearby transactions or obtaining quotes from nearby transactions. In terms of the net realizable value of construction sites, land and buildings under construction, we acquired and randomly checked the Company's investment return analysis or appraisal report and compared the investment return analysis with market conditions to assess whether the net realizable value of inventories is fairly presented.

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Other Matters

We did not audit certain subsidiary’s financial statements included in the consolidated financial statements of Subsidiary’s of Pacific Construction Group using the equity method; they were audited by the other auditors. Our audits, our opinion on the consolidated financial statements of Subsidiary’s of Pacific Construction Group, are based solely on the other auditors' audit reports. The total assets of the above-mentioned subsidiaries as of December 31, 2021 and 2020 accounted for 7% of the consolidated total assets, and the net operating income as of December 31, 2021 and 2020 accounted for 0% of consolidated net operating income. In addition, some of the financial reports of Pacific Construction Group's investments using the equity method, we did not audit about it, they were audited by other accountants. Our audits, our opinion on the consolidated financial statements of Pacific Construction Group, are based solely on the other auditors' audit reports. The amount in investments in certain investees accounted for using the equity method for the years ended December 31, 2020 accounted for 0% of the total consolidated assets and liabilities. The shares of subsidiaries, affiliates and joint ventures accounted for using the equity method accounted for 61% of the consolidated net income before income taxes for January 1 to December 31, 2020.

We have audited and expressed an unqualified opinion on the parent company only financial statements of Pacific Construction Co., Ltd. as of and for the years ended December 31, 2021 and 2020.

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

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 International Financial Reports Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those in charge of governance (including members of the Audit Committee) are responsible for overseeing the reporting process of Pacific Construction Group’s.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Pacific Construction Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Pacific Construction Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Pacific Construction Co., Ltd. to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence on the financial information of business entities within the Group in order to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the Group's audit and is responsible for forming an opinion on the Group's audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the 2021 and are therefore the key audit matters. We describe these matters in our auditor’s 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.

KPMG

Taipei, Taiwan (Republic of China)

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Pacific Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheet

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (Note 6(1)) 1170 Accounts receivable, net (Notes 6(3), (22) and 7) 1200 Other receivables (Note 6(4)) 1210 Other receivables - related parties (Notes 6(4), (6) and 7) 1300 Inventory - merchandising business 1320 Inventory (applicable to the construction industry) (Notes 6(5) and 8) 1461 Non-current assets held for sale (Note 6(6)) 1476 Other current financial assets (Notes 8 and 9) 1478 Refundable deposits for construction projects (Note 9) 1479 Other current assets, others (Note 7) 1480 Current assets recognized as incremental costs to obtain contract with customers Non-current assets: 1517 Non-current financial assets at FVTOCI (Notes 6(2), (7) and 8) 1600 Property, plant and equipment (Notes 6(9) and 8) 1755 Right-to-use assets (Notes 6(10) and 8) 1760 Investment property, net (Notes 6(11) and 8) 1780 Intangible assets 1840 Deferred tax assets (Note 6(19)) 1975 Non-current net defined benefit assets (Note 6(18)) 1980 Non-current other financial assets (Note 8) 1990 Other non-current assets, others Total Assets	December 31, 2021	December 31, 2020
	Amount ％ $ 779,115 6 44,707 - 3,828 - 2,150 - 32,945 - 5,625,074 40 928,622 7 392,243 3 17,419 - 40,295 - 48,459 -	Amount ％ 945,251 7 116,028 1 25,317 - 150 - 28,490 - 5,955,988 41 928,622 6 246,764 2 11,104 - 53,654 - 39,738 - 8,351,106 57 2,231,043 15 1,769,448 12 100,627 1 1,955,583 14 2,286 - 2,736 - 9,977 - 64,657 1 10,168 - 6,146,525 43 14,497,631 100
	7,914,857 56
	2,230,969 16 2,102,674 15 101,639 1 1,532,406 11 2,304 - 2,264 - 12,739 - 123,208 1 17,489 -
	6,125,692 44
	$ 14,040,549 100

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Pacific Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheet (Continued)

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Current liabilities: 2100 Short-term loans (Note 6(13)) 2111 Short-term notes and bills payable (Note 6(12)) 2130 Current contract liabilities (Notes 6(22) and 9) 2150 Notes and accounts payable 2200 Other payables (Note 7) 2230 Current tax liabilities 2280 Current lease liabilities (Note 6(16)) 2305 Other current financial liabilities 2321 Issuing bonds, current portion (Note 6(15)) 2322 Long-term debt, current portion (Note 6(14)) 2399 Other current liabilities, other Non-Current liabilities: 2530 Corporate bonds payable (Note 6(15)) 2540 Long-term loans (Note 6(14)) 2570 Deferred tax liabilities (Note 6(19)) 2580 Non-current lease liabilities (Note 6(16)) 2640 Non-current net defined benefit liability (Note 6(18)) 2645 Deposits received 2670 Other non-current liabilities, other Total liabilities Equity attributable to owners of parent (Note 6(20))： 3110 Ordinary share 3200 Capital surplus 3310 Legal reserve 3320 Special reserve 3350 Retained earnings-unappropriated 3410 Exchange differences resulting from translating the financial statements of foreign operations 3420 Unrealized gains (loss) from investments in financial assets measured at FVTOCI 3500 Treasury shares Total equity attributable to owners of parent 36xx Non-controlling interest (Notes 6(8) and (20)) Total equity Total liabilities and equity	December 31, 2021	December 31, 2020
	Amount ％ $ 1,185,755 7 240,000 2 212,329 2 446,552 3 851,679 6 25,347 - 12,452 - 323,891 2 260,000 2 801,249 6 14,255 -	Amount ％ 702,070 5 - - 518,488 4 430,393 3 861,039 6 10,200 - 11,923 - 333,702 2 300,000 2 959,057 7 20,592 -
	4,373,509 30	4,147,464 29
	250,000 2 629,641 4 1,675 - 89,947 1 10,373 - 84,241 1 17,845 -	260,000 2 1,258,412 9 1,821 - 89,040 1 21,120 - 84,857 - 17,787 -
	1,083,722 8	1,733,037 12
	5,457,231 38	5,880,501 41
	3,870,000 28 381,910 3 1,221,329 9 70,421 1 571,891 4 203,821 1 609,927 4 (193,207) (1)	3,870,000 27 371,732 2 1,221,329 8 55,134 - 689,476 5 178,413 1 609,624 4 (193,207) (1)
	6,736,092 49 1,847,226 13	6,802,501 46 1,814,629 13
	8,583,318 62	8,617,130 59
	$ 14,040,549 100	14,497,631 100

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Pacific Construction Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021	2020	％ 100 69
Amount $ 1,669,031 1,069,558	Amount 2,949,552 2,042,997
599,473	906,555	31
147,681 341,670 933	164,169 325,596 442,218	6 11 15
490,284	931,983	32
-	1,872	-
109,189	(23,556)	(1)
1,478 161,140 (109,227) -	1,461 186,418 (137,908) 41,394	- 6 (5) 1
53,391	91,365	2
162,580 54,848	67,809 33,415	1 1
107,732	34,394	-
8,742 1,739 -	667 (4,815) -	- - -
10,481	(4,148)	-
25,408 -	15,460 -	1 -
25,408	15,460	1
35,889	11,312	1
$ 143,621	45,706	1
$ 45,610 62,122	(54,669) 89,063	(3) 3
$ 107,732	34,394
$ 78,213 65,408	(47,446) 93,152	(2) 3
$ 143,621	45,706	1
$		(0.15)
$		(0.15)

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

(Expressed in Thousands of New Taiwan Dollars)

		Equity Attributable to	Equity Attributable to	Equity Attributable to	Owners of Parent	Owners of Parent			Non- Controlling Interests	Total Equity 8,593,684
Ordinary Share Capital	Capital Surplus	Retained Earnings			Total Other Equity Interest		Treasury Shares	Total Equity Attributable to Owners of Parent
					Exchange Differences Resulting from Translating the Financial Statements of Foreign Operations	Unrealized Gains (losses) from Financial Assets Measured at FVTOCI
		Legal Reserve	Special Reserve	Unappropria ted Retained Earnings
$ 3,870,000	371,732	1,221,329	51,436	747,110	162,953	618,594	(193,207)	6,849,947	1,743,737
- -	- -	- -	- -	(54,669) 733	- 15,460	- (8,970)	- -	(54,669) 7,223	89,063 4,089	34,394 11,312
-	-	-	-	(53,936)	15,460	(8,970)	-	(47,446)	93,152	45,706
- -	- -	- -	3,698 -	(3,698) -	- -	- -	- -	- -	- (22,260)	- (22,260)
3,870,000 - -	371,732 - -	1,221,329 - -	55,134 - -	689,476 45,610 5,841	178,413 - 25,408	609,624 - 1,354	(193,207) - -	6,802,501 45,610 32,603	1,814,629 62,122 3,286	8,617,130 107,732 35,889
-	-	-	-	51,451	25,408	1,354	-	78,213	65,408	143,621
- - - - -	- - - 10,178 -	- - - - -	15,287 - - - -	(15,287) (154,800) - - 1,051	- - - - -	- - - - (1,051)	- - - - -	- (154,800) - 10,178 -	- - (32,811) - -	- (154,800) (32,811) 10,178 -
$ 3,870,000	381,910	1,221,329	70,421	571,891	203,821	609,927	(193,207)	6,736,092	1,847,226	8,583,318

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Pacific Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flow

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Net loss before tax for the period Adjustment items: Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit (losses) gains Interest expense Interest revenue Dividend income Lease modifications loss Share of profit of associates and joint ventures accounted for using equity method Loss (gains) of disposal and scrapping of property, plant and equipment Proceeds from disposal of Impairment loss of Investment property Proceeds from disposal of investments accounted for using equity method Impairment loss of Investment property Other revenue Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes & accounts receivable Other receivables Inventory Other current assets Other current financial assets Non-current net defined benefit assets Incremental costs to obtaining a contract Refundable deposits for construction projects Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes and accounts payable Other payables Other financial liabilities Other current liabilities Non-current net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow (outflow) generated from operations Interest received Interest paid Income tax paid Net cash flows from (used in) operating activities	2021 $ 162,580 135,985 4,632 933 109,227 (1,478) (108,615) 594 - 373 - - - (422) 141,229 70,388 19,489 311,251 13,359 (13,008) 352 (8,721) (6,315) 386,795 (306,159) 16,159 (11,250) (10,427) (6,337) (5,119) (323,133) 63,662 367,471 1,478 (107,922) (39,375) 221,652	2020 67,809
		132,182 4,073 442,218 137,908 (1,461) (24,234) - (41,394) (5,930) (1,872) (46,838) 6,000 -
		600,652
		(25,727) (28,894) 1,252,701 84,223 26,387 6,240 24,302 18,050
		1,357,282
		(308,145) 31,834 (28,317) 5,099 393 (2,427)
		(301,563)
		1,055,719
		1,724,180 1,461 (138,203) (45,226)
		1,542,212

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Pacific Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flow (Continued) For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at FVTOCI Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal property, plant and equipment Acquisition of Investment property Proceeds from disposal of Investment property Other financial assets Other non-current liabilities Deferred credit Dividends received Other operating assets Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term loans Proceeds from short-term loans Repayments of short-term loans Short-term notes and bills payable Corporate bonds payable Redemption of bonds Decrease in long-term loans Proceeds from long-term loans Repayments of long-term loans Lease principal repayment Cash dividend payment Changes in non-controlling interests Net cash outflows (inflows) from financing activities Effects of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents for the period Beginning cash and cash equivalents Closing cash and cash equivalents	2021		2020 - 4,985 (36,541) 7,085 - 7,778 (33,258) - 2,667 24,234 (4,111)
	1,813 - (14,345) 9 (3,077) - (191,022) 480 - 108,615 (12,483) (110,010) 483,685 - - 240,000 250,000 (300,000) (786,579) - - (13,664) (144,622) (32,811) (303,991) 26,213 (166,136) 945,251 $ 779,115
			(27,161)
			- 897,645 (1,851,569) - - - - 118,571 (248,663) (13,189) - (22,260)
			(1,119,465)
			8,179
			403,765 541,486
			945,251

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Attachment VI

Pacific Construction Co., Ltd. 2021 Earnings Distribution Table

Unit: NT$

		Unit: NT$
Item	Total	Note
Beginning of Period Retained Earnings Add: Net Income after tax Add: Consolidated profit and loss at fair value equity instruments Add: Remeasurements of Defined Benefit Plans of the changes in the current period Minus: Legal Reserve Minus: Reversal of Special Reserve Appropriated by Law (Note 1) Distributable Earnings Distribution Item Cash Dividend to Shareholders End of Period Retained Earnings	519,389,704 45,610,166 1,050,726 5,841,283 5,250,218 2,712,142 563,929,519 38,700,000 525,229,519	NT$0.1 per Share

Note 1: It is a special earnings reserve for changes in the market price of the shares of the parent company held by the subsidiary.

Note 2: The amount of this earnings distribution is given priority to the year 2021’s earnings.

Chairman: Liu, I-Yee President: Chen,Chin-Hui Chief Accountant: Nien,Pi-Chen

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Attachment VII

Pacific Construction Co., Ltd.

Comparison Table of Amendments to

“Guidelines for Acquisition and Disposal of Assets”

Amended Article	Current Articles	Description
Article 5: For the acquisition or disposal of assets by a company, it is necessary to obtain professional appraisers and their officers, CPA, attorneys, and securities underwriters that provide the Companies with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since the completion of service of the sentence, since the expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply withthe self-regulatory rules of their respective association andthe following: (1) Prior to accepting a case, they shall	Article 5: For the acquisition or disposal of assets by a company, it is necessary to obtain professional appraisers and their officers, CPA, attorneys, and securities underwriters that provide the Companies with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since the completion of service of the sentence, since the expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: (1) Prior to accepting a case, they shall	Amend according to the amend to Article 5 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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Amended Article	Current Articles	Description
prudently assess their own professional capabilities, practical experience, and independence. (2) Whenexecutinga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. (3) They shall undertake an item-by-item evaluation of theadequacyand reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. (4) They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and adequate, and that they have complied with applicable laws and regulations.	prudently assess their own professional capabilities, practical experience, and independence. (2) Whenexamininga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. (3) They shall undertake an item-by-item evaluation of thecomprehensiveness, accuracy,and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. (4) They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 8: When the Company acquisition or disposal of properties, equipment or right-of-use assets, except in the cases of transactions with domestic government institutions, (self-owned or leased) land for commissioned construction, or acquisition or disposal of equipment or right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital or exceeds NT$300 million, the Company shall obtain an appraisal report issued by professional appraisers before the date of such transaction, and carry out such transaction in accordance with the following provisions: 1. If, due to special circumstances, it is necessary to give a limited price, specified price, or special price as a	Article 8: When the Company acquisition or disposal of properties, equipment or right-of-use assets, except in the cases of transactions with domestic government institutions, (self-owned or leased) land for commissioned construction, or acquisition or disposal of equipment or right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital or exceeds NT$ 300 million, the Company shall obtain an appraisal report issued by professional appraisers before the date of such transaction, and carry out such transaction in accordance with the following provisions: 1. If, due to special circumstances, it is necessary to give a limited price, specified price, or special price as a	Amend according to Article 9 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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Amended Article	Current Articles	Description
reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same applies if there are subsequent changes to the conditions of the transaction. 2. If the transaction amount exceeds NT$1 billion, appraisals from two or more professional appraisers shall be obtained 3. If any one of the following circumstances applies to the professional appraisers’ 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 CPA shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: a. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. b. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. 4. The time period between the date of the appraisal report issued by a professional appraiser and the contract execution date shall not exceed three months. However, if the publicly announced current value for the same period is applied and no more than six months have elapsed, an opinion may still be issued by the original professional appraiser. Except where a limited price, specified price or special price is employed as the reference basis for the transaction price, if an appraisal report cannot be obtained in	reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same applies if there are subsequent changes to the conditions of the transaction. 2. If the transaction amount exceeds NT$1 billion, appraisals from two or more professional appraisers shall be obtained. 3. If any one of the following circumstances applies to the professional appraisers’ 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 CPA shall be engaged toperform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: a. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. b. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. 4. The time period between the date of the appraisal report issued by a professional appraiser and the contract execution date shall not exceed three months. However, if the publicly announced current value for the same period is applied and no more than six months have elapsed, an opinion may still be issued by the original professional appraiser. Except where a limited price, specified price or special price is employed as the reference basis for the transaction price, if an appraisal report cannot be obtained in

~ 45 ~

Amended Article	Current Articles	Description
time and there is a legitimate reason for the delay, the valuation report shall be obtained within two weeks from the date of the occurrence of the fact and obtain the CPA's opinion in Subparagraph 3 of the preceding paragraphwithin two weeks from the date of obtaining the valuation report.	time and there is a legitimate reason for the delay, the valuation report shall be obtained within two weeks from the date of the occurrence of the factandobtain the CPA's opinion in Subparagraph 3 of the preceding paragraph.
Article 9: When the Company acquiring or disposing of securities, prior to the date of occurrence of the event, shall obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in evaluating the transaction price. In addition, if the transaction amount is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to securities with publicly quoted prices in an active market or in compliance with regulations set by the FSC.	Article 9: When the Company acquiring or disposing of securities, prior to the date of occurrence of the event, shall obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in evaluating the transaction price. In addition, if the transaction amount is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to securities with publicly quoted prices in an active market or in compliance with regulations set by the FSC.	Amend according to the amend to Article 10 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".
Article 10: If the transaction amount in acquiring or disposing intangible assets or right-of-use assets or membership certificates reaches 20% of the Company's paid-in capital or more than NT$300 million, except in the cases of transactions with domestic government institutions, prior to the date of occurrence of the event the Company shall ask a CPA to provide an opinion regarding the reasonableness of the transaction price in accordance with the provisions.	Article 10: If the transaction amount in acquiring or disposing intangible assets or right-of-use assets or membership certificates reaches 20% of the Company's paid-in capital or more than NT$300 million, except in the cases of transactions with domestic government institutions, prior to the date of occurrence of the event the Company shall ask a CPA to provide an opinion regarding the reasonableness of the transaction price in accordance with the provisionsof Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF).	Amend according to Article 11 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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Amended Article

Article 15:

When the Company acquires or disposes properties or right-of-use assets from the related party, or acquires or disposes other assets except for properties or right-of-use assets from the related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets or more than NT$ 300 million, except in the cases of domestic government bonds, bonds with repurchase or reverse sell agreements, money market funds issued by domestic securities investment trust enterprises, the Company shall submit the following data to the Audit Committee for agreement, and shall not sign the transaction contract and pay until it has been passed by the Board of Directors：

The purpose, necessity and expected benefits of acquiring or disposing assets.
Reasons for choosing the related party as the transaction counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related-party, information regarding appraisal of the reasonableness of the preliminary transaction conditions in accordance with the Provisions of Article 16 to 18.
Matters such as the original date of the acquisition of the related party and price, counterparty and its relationship with the Company and the related party.
The prediction table of cash revenue and expenditure for each month in the future year starting from the expected contract month, and the evaluation of the necessity of the transaction and the reasonableness of the utilization of funds.
An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding Article.
The limited conditions of the transaction and other important agreed matters.

Current Articles Description Article 15 : Amend according to When the Company acquires or disposes Article 15 of properties or right-of-use assets from the "Regulations related party, or acquires or disposes other Governing the assets except for properties or right-of-use Acquisition and assets from the related party and the Disposal of Assets transaction amount reaches 20% of the by Public Company’s paid-in capital, 10% of total Companies". assets or more than NT$ 300 million, except in the cases of domestic government bonds, bonds with repurchase or reverse sell agreements, money market funds issued by domestic securities investment trust enterprises, the Company shall submit the following data to the Audit Committee for agreement, and shall not sign the transaction contract and pay until it has been passed by the Board of Directors： 1. The purpose, necessity and expected benefits of acquiring or disposing assets. 2. Reasons for choosing the related party as the transaction counterparty.

With respect to the acquisition of real property or right-of-use assets thereof from a related-party, information regarding appraisal of the reasonableness of the preliminary transaction conditions in accordance with the Provisions of Article 16 to 18.
Matters such as the original date of the acquisition of the related party and price, counterparty and its relationship with the Company and the related party.
The prediction table of cash revenue and expenditure for each month in the future year starting from the expected contract month, and the evaluation of the necessity of the transaction and the reasonableness of the utilization of funds.
An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding Article.
The limited conditions of the transaction and other important agreed matters.

If approval of more than half of all Audit

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Amended Article	Current Articles	Description
If the Company, its subsidiaries, or the subsidiaries that are 100% held directly or indirectly with issued shares or total capital by the Company conduct the following transactions with each other, the Board of Directors may authorize the Chairman to conduct within a given quota in advance in accordance with the provisions of this procedure, and then submit it to the most recent board meeting for recognition: a. Acquiring or disposing the equipment or right-of-use assets for business use b. Acquiring or disposing the properties that are right-of-use assets for business use When the Company proposes a discussion on the board meeting in accordance with the first provision, the opinions of each independent director shall be fully considered. If there are any opposing or retention opinions provided by independent directors, they shall be stated clearly in the meeting minutes. The matters agreed bythe Company in accordance with the first provisionshall first be agreed by over one half of the members of the Audit Committee, submitted to the Board of Directors for resolution. If approval of more than half of all Audit Committee members	Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. The calculation of the transaction amount in the which paragraph 1, to the procedures shall be made in accordance with Article 29, 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 recognized need not be counted toward the transaction amount. If the Company, its subsidiaries, or the subsidiaries that are 100% held directly or indirectly with issued shares or total capital by the Company conduct the following transactions with each other, the Board of Directors may authorize the Chairman to conduct within a given quota in advance in accordance with the provisions of this procedure, and then submit it to the most recent board meeting for recognition: a. Acquiring or disposing the equipment or right-of-use assets for business use b. Acquiring or disposing the properties that are right-of-use assets for business use When the Company proposes a discussion on the board meeting in accordance with the first provision, the opinions of each independent director shall be fully considered. If there are any opposing or retention opinions provided by independent directors, they shall be stated clearly in the meeting minutes. Where the Company an Audit Committee has been established in accordance with the provisions of the Act, the matters for which paragraph 1 requires recognition by the supervisorsshall first be approved by one- half or more of all Audit Committee

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Amended Article	Current Articles	Description
as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. If the Company or its subsidiaries have such a transaction in the amount reaching 10% or more of the Company's total assets, the Company shall submit the information listed in each subparagraph of this Paragraph to the shareholders'meeting for approval before signing the transaction contract and making the payment. However, transactions between the Company and its subsidiaries or those between its subsidiaries are not subject to the foregoing limitation. The calculation of the transaction amount in the which paragraph 1and the preceding Paragraphto the procedures shall be made in accordance with Article 29, 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 bythe Shareholders Meetingand the Board of Directors and recognized need not be counted toward the transaction amount.	members and then submitted to the board of directors for a resolution. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
Article 29: When the Company acquiring or disposing assets, if any of the following conditions occurs, the relevant information shall be published and reported based on its characteristics with the regulated format on the website designated by the FSC within two days after the date of occurrence: 1. The assets or right-of-use assets are acquired or disposed from a related party, or the assets are not properties or right-of-use assets acquired or disposed from a related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or more than NT$ 300 million. However, the buys and sells of domestic	Article 29: When the Company acquiring or disposing assets, if any of the following conditions occurs, the relevant information shall be published and reported based on its characteristics with the regulated format on the website designated by the FSC within two days after the date of occurrence: 1. The assets or right-of-use assets are acquired or disposed from a related party, or the assets are not properties or right-of-use assets acquired or disposed from a related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or more than NT$ 300 million. However, the buys and sells of domestic	Amend according to Article 31 of "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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Amended Article	Current Articles	Description
government bonds, bonds with repurchase or reverse sell agreements, money market funds issued by domestic securities investment trust enterprises are not restricted to the rule. 2. Conducting mergers, splits, acquisitions or share transfer. 3. The loss from engaging in derivative product trading reaches the upper limit of whole or individual contract loss as defined in the formulated procedures. 4. The asset acquired or disposed belongs to the equipment or right-of-use assets for business use, and the counterparty is not a related party. The transaction amount reaches NT$ 500 million. 5. The asset acquired or disposed belongs to the real estate or right-of-use assets for business use, and the counterparty is not a related party. The transaction amount reaches NT$ 500 million 6. The properties are acquired with (self- owned or leased) land for commissioned construction, joint construction for splitting, sharing or selling, and the counterparty is not a related party. The transaction amount that the Company expects to devote into reaches NT$ 500 million. 7. The asset transactions or investments in the Mainland, except as defined in the previous five provisions, have transaction amounts reaching 20% of the Company’s paid-in capital or more than NT$ 300 million. However, the following conditions are not restricted by the rules: a. Buy and sell of domestic government bondsor foreigngovernment bonds with a credit rating not lower than our sovereign rating; .b. Buy and sell of bonds with repurchase or reversesellagreements, purchase of money market funds issued by domestic securities investment trust enterprises. The transaction amounts in the preceding	government bonds, bonds with repurchase or reverse sell agreements, money market funds issued by domestic securities investment trust enterprises are not restricted to the rule. 2. Conducting mergers, splits, acquisitions or share transfer. 3. The loss from engaging in derivative product trading reaches the upper limit of whole or individual contract loss as defined in the formulated procedures. 4. The asset acquired or disposed belongs to the equipment or right-of-use assets for business use, and the counterparty is not a related party. The transaction amount reaches NT$ 500 million. 5. The asset acquired or disposed belongs to the real estate or right-of-use assets for business use, and the counterparty is not a related party. The transaction amount reaches NT$ 500 million. 6. The properties are acquired with (self- owned or leased) land for commissioned construction, joint construction for splitting, sharing or selling, and the counterparty is not a related party. The transaction amount that the Company expects to devote into reaches NT$ 500 million. 7. The asset transactions or investments in the Mainland, except as defined in the previous five provisions, have transaction amounts reaching 20% of the Company’s paid-in capital or more than NT$ 300 million. However, the following conditions are not restricted by the rules: a. Buy and sell of domestic government bonds. b. Buy and sell of bonds with repurchase or reverse sell agreements, purchase of money market funds issued by domestic securities investment trust enterprises. The transaction amounts in the preceding

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Amended Article	Current Articles	Description
paragraphs shall be calculated in accordance with the methods provided below: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. “Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.	paragraphs shall be calculated in accordance with the methods provided below: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. “Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.
Article 38: The Procedures were adopted on June 15, 2007. The 1st amendment was made on June 13, 2008. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 18, 2014. The 4th amendment was made on June 16, 2017. The 5th amendment was made on June 13, 2019. The 6th amendment was made on June 14, 2022,entered into force after it was approved by the Shareholders’ meeting.	Article 38: The Procedures were adopted on June 15, 2007. The 1st amendment was made on June 13, 2008. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 18, 2014. The 4th amendment was made on June 16, 2017. The 5th amendment was made on June 13, 2019, entered into force after it was approved by the Shareholders’ meeting.	Added amendment date.

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Attachment VIII

Pacific Construction Co., Ltd.

Comparison Table of Amendments to

“Guidelines for Loaning of Company Funds and Guarantees”

Amended Article	Current Articles	Description
II. Contents: The aggregate amount of capital lending and the maximum amount permitted to a single borrower (Ignored.) (Ignored.) The maximum financing amount of capital lending which provides a single borrower, for short-term financing needs, the individual loan amount is NT$30 million, shall not exceed 10 percent of the Company’s net worth as stated in its latest financial statement.However, the overseas subsidiaries, whose 100% outstanding voting shares are directly or indirectly held by the Company, loan their funds among others, or to the Company, that the total lending amount shall not exceed the net worth of the lending subsidiary.	II. Contents: The aggregate amount of capital lending and the maximum amount permitted to a single borrower (Ignored.) (Ignored.) The maximum financing amount of capital lending which provides a single borrower, for short-term financing needs, the individual loan amount is NT$30 million, shall not exceed 10 percent of the Company’s net worth as stated in its latest financial statement.	Newly added, the overseas subsidiaries, whose 100% outstanding voting shares are directly or indirectly held by the Company are not subject to the limit of NT$30 million yuan in capital loans and quotas.
II. Contents: The Tenor of Capital Lending and the Methods for Calculation of Interest: In principle, the term of each capital loan shall not exceed one yearor the company's business cycle. However, the overseas subsidiaries, whose 100% outstanding voting shares are directly or indirectly held by the Company, loan their funds among others, or to the Company, their financing period is not limited by one year or one business cycle. 2. (Ignored.)	II. Contents: The Tenor of Capital Lending and the Methods for Calculation of Interest: In principle, the term of each capital loan shall not exceed one year.~~In case of~~ ~~special circumstances, the loan term may~~ ~~be extended according to the actual~~ ~~situation with the approval of the Board of~~ ~~Directors.~~ 2. (Ignored.)	According to the Q&A of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guara ntees by Public Companies" revised in December 2021, cooperate with the handling.
II. Contents: The Subsequent Measures for Supervising Capital Lending and the Procedures for Handling Overdue Lending: 1. (Ignored.) 2. (Ignored.) The borrower shall repay the loan	II. Contents: The Subsequent Measures for Supervising Capital Lending and the Procedures for Handling Overdue Lending: 1. (Ignored.) 2. (Ignored.) The borrower shall repay the loan	According to the Q&A of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guara ntees by Public

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Amended Article	Current Articles	Description
including the principal and interest upon expiration date. In the event the borrower violates these Procedures, the Company may institute a legal action against the guarantor or dispose of the collateral pursuant to laws. However, the overseas subsidiaries, whose 100% outstanding voting shares are directly or indirectly held by the Company, loan their funds among others, or to the Company, its short-term capital loan and term may be extended if approved by the Board of Directors before the expiry date.	including the principal and interest upon expiration date.~~If the borrower fails to~~ ~~repay the loan upon expiration date and~~ ~~needs to file for extension, the borrower~~ ~~shall file a written application with the~~ ~~Board of Directors for approval in advance.~~ ~~The borrower is only allowed to file for~~ ~~extension once for the same loan and the~~ ~~extension period cannot exceed 3 months~~ ~~each time within the time limit provided.~~In the event the borrower violates these Procedures, the Company may institute a legal action against the guarantor or dispose of the collateral pursuant to laws.	Companies" revised in December 2021, cooperate with the handling.
Article 10: Enforcement and amendment 1. (Ignored.) 2. Amended: The Procedures were adopted on June 26, 2003. The 1st amendment was made on June 13, 2008. The 2nd amendment was made on June 19, 2009. The 3rd amendment was made on April 29, 2010. The 4th amendment was made on June 18, 2013. The 5th amendment was made on June 13, 2019. The 6th amendment was made on June 14, 2022, entered into force after it was approved by the Shareholders’Meeting.	Article 10: Enforcement and amendment 1. (Ignored.) 2. Amended: The Procedures were adopted on June 26, 2003. The 1st amendment was made on June 13, 2008. The 2nd amendment was made on June 19, 2009. The 3rd amendment was made on April 29, 2010. The 4th amendment was made on June 18, 2013. The 5th amendment was made on June 13, 2019, entered into force after it was approved by the Shareholders’ Meeting.	According to the Q&A of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guara ntees by Public Companies" revised in December 2021, cooperate with the handling.

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Attachment IX

Pacific Construction Co., Ltd.

The Candidates List of Directors (including Independent Directors)

Candidates Type	Name	Major Experience & Education	Current Shareholding
Director	Liu I-Yee	Chairman \Pacific Construction Co., Ltd.	5,000,000
		Director \Taitou Xingye Co., Ltd.
		Director \Pacific Department Stores Co., Ltd.
		Director \Pacific Realtor Co., Ltd.
		Director \Beijing Tai-Kong Consulting Services Co., Ltd.
		Director \Beijing Tai-Yun Building Co., Ltd.
		High school
Director	Living Spring International Development Co., Ltd. Representative： Lei Chien	Executive Director \Pacific Construction Co., Ltd.	11,306,091
		Vice President \Director \Capital Cities/ABC, Inc., New York
		Investment Partner \Baring Communication Equity Asia,
		Singapore
		Chairman \ Kinmen Kaoliang Liquor Inc.
		Independent Director \IBF Financial Holdings Co., Ltd.
		PhD
Director	Living Spring International Development Co., Ltd. Representative： Yu Sheng-Yi	Director \Pacific Construction Co., Ltd.	11,306,091
		Chairman \Qingshi Construction Co., Ltd.
		Director \DigiDom Cable TV Co., Ltd.
		Director \UP-LIFT Enterprise Co., Ltd.
		High school
Director	Fukunaga Investment Co., Ltd. Representative： Lai Yueh-Hsin		7,933,745
		Director \Pacific Construction Co., Ltd.
		Assistant System Coordinator \Institute of Electronicsn, ITRI
		High school

Director	Allianz investment Co., Ltd. Representative： Chang Chi-Ming	Director \Pacific Construction Co., Ltd. Chairman \Taitou Xingye Co., Ltd. Director \Pacific Realtor Co., Ltd University graduate	781,020
Director	Living Spring International Development Co., Ltd. Representative： Liu Ming-Heng	Director \DigiDom Cable TV CO., LTD. Director \Network Digital Technology Co., Ltd. Director \Fong Fu International Development Co., Ltd. University graduate	11,306,091
Independent Director	Lin Hao-Li	Independent Director \Pacific Construction Co., Ltd. Chairman \Taiwan Shin Kong Intermational Venture Capital Co., Ltd. Vice Chairman \Fortechgrp Co., Ltd. Director \Azion Corporation. EMBA, Intermational Business Management, NTU BS of Electrical Engineering NTU	0
Independent Director	Wu Chin-Jung	Independent Director \Pacific Construction Co., Ltd. Independent Director \Inmax Holding Co., Ltd.(Cayman) Deputy GM \Pacific Electric Wire&Cable Co., Ltd. Master of Division of International Economics and Management, Graduate Institute of China Studies, Tamkang University 1984 Central Bank Grade B Special Examination 1984 College Entrance Examination Intermational Trade Staff	0

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Candidates Type	Name	Major Experience & Education	Current Shareholding
Independent Director	Chen Kin-Lung	Independent Director \Pacific Construction Co., Ltd. Chairman \Probright Technology Inc. Independent Director \Co-Tech Development corp. Independent Director \Albatron Technology Co., Ltd. Director \Solomon Goldentek Display Corp. Supervisor \King Ultrsonic Co., Ltd. Supervisor \Mustek Systems INC. Independent Director \Meiloon Industrial Co., Ltd. EMBA, Intermational Business Management, NTU	0

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Attachment X

The List of Prohibition of Competition Restriction on the Directors

Name	Act as other Company /Positions / title
Liu I-Yee	Director \Beijing Tai-Yun Building Co., Ltd. Director \Pacific Realtor Co., Ltd. Director \Pacific Department Stores Co., Ltd.
Living Spring International Development Co., Ltd. Representative：Lei Chien	Director \Pacific Realtor Co., Ltd. Director \Pacific Department Stores Co., Ltd.
Living Spring International Development Co., Ltd. Representative：Yu Sheng-Yi	Chairman \Qingshi Construction Co., Ltd.
Fukunaga Investment Co., Ltd. Representative：Lai Yueh-Hsin	Director \Ivy Construction Co., Ltd. Director \Beijing Tai-Yun Building Co., Ltd. Chairman \Fukunaga Investment Co.,Ltd.
Allianz investment Co., Ltd. Representative：Chang Chi-Ming	Director \Pacific Realtor Co., Ltd.
Living Spring International Development Co., Ltd. Representative：Liu Ming-Heng	Manager of Investment Department \ Fong Fu International Development Co., Ltd.
Lin Hao-Li	Chairman \Taiwan Shin Kong Intermational Venture Capital Co., Ltd.

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Appendices I

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

Article 1 The Company’s Shareholders’ meetings shall be governed by these rules and procedures.
Article 2 The shareholder referred herein is the person himself/herself or a representative who is legally authorized to act on behalf of this shareholder.
Article 3 Shareholders shall attend shareholder’s meetings based on attendance cards, sign-in cards, or shall submit attendance cards instead of signing in cards, which handed in plus the number of shares whose voting rights are exercised by electronically. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 4 The venue for a shareholders meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 5 If the shareholders’ meeting is convened by the board of directors, the chairman shall be the chairman. When the chairman asks for leave or is unable to exercise his powers for some reason, the chairman shall appoint a director to act as his agent. If the chairman does not appoint an agent, the directors shall mutually Push one person to act as an agent. If the shareholders' meeting is convened by someone other than the board of directors who has the right to convene, a person in accordance with the company law and relevant laws and regulations shall serve as the chairman.
Article 6 The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting.
Staffs handling administrative affairs of a shareholders meeting shall wear identification cards
Article 7 The Company shall video-tape or audio-tape the entire proceeding of a shareholders’ meeting, and the recording shall be kept for at least one year.
Article 8 The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chairman shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 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

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vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 9 If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party having the convening right that is not the Board of Directors.

The Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the Chairman declares the meeting adjourned in violation of the rules of procedure, the attending shareholders shall elect a new chairman by a majority of the votes represented by the attending shareholders, and then continue the meeting. After the meeting is adjourned in accordance with the procedures set out in these rules of procedure, shareholders shall not elect another chairman to continue the meeting at the original site or in another venue.

Article10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder attendance card number, and account name. The order in which shareholders speak will be set by the chairman.

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 content contained in the speaker's slip, the spoken content shall prevail.

Article11 Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and each of the speech may not exceed 5minutes. However, if the explanation of the proposal or the response to the challenge is approved by the chairman, this limit is not applicable.

When a juristic 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.

If the shareholder's speech more than twice on the same proposal or exceeds the scope of the agenda item, the Chairman may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chairman shall stop any violation.

Those who refused to accept the prohibition of the chairman in the preceding two paragraphs, shall be handled in accordance with the second paragraph of Article 18.

Article12 After an attending shareholder has spoken, the chairman may respond himself/herself or direct relevant personnel to respond.
Article13 Over the proposal discussion, the Chairman may conclude the discussion in a timely manner and where necessary announce the cessation of the discussion and put it to the vote.

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Article14 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company.

Article15 Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of more than half of the voting rights represented by the attending shareholders. If no objection is voiced after solicitation by the Chairman, a resolution shall be deemed adopted and shall have the same effect as if it had been put to a vote. After vote counting has been completed, the results of the voting shall be announced on-site at the meeting, and a record made of the vote immediately.

Article16 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.

Article17 When a meeting is in progress, the chairman may announce a recess based on time considerations. If there is an air raid alert during the meeting, the meeting will be stopped and evacuate. It will continue until one hour after the alert is lifted.

Article18 The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." Shareholders should obey the command of the chairman and proctors or security personnel regarding maintaining the order. When a shareholder violates the rules of procedure and defies the chairman's correction, and refusing to heed calls to stop, the chairman may direct the proctors or security personnel to escort the shareholder from the meeting.

Article19 Any matter not prescribed in the Rules shall be handled in accordance with the Company Act, Securities Exchange Act and the relevant laws and regulations and the Article of Incorporation.

Article20 These rules and procedures shall take effect upon being ratified by a resolution adopted by the Shareholders' meeting and the same shall apply to all amendments thereto.

Article21 These rules of procedure were enacted on March 28, 1979, the first amendment was made on April 10, 1990, the second amendment was made on May 26, 1998, and the third amendment was on June 14, 2002, the fourth amendment was implemented on June 6, 2012, and the fifth amendment was implemented on June 17, 2015, after the resolution of the shareholders meeting.

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Appendices II

Pacific Construction Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The name of the company is 太平洋建設股份有限公司 which is incorporated pursuant to the Company Act. The English name is PACIFIC CONSTRUCTION CO., LTD.
Article 1-1 : The name of the company (ie "Pacific") and the trademarks applied for registration in accordance with laws and regulations shall be approved by the company's board of directors before being authorized to use by the company's affiliates or other third parties.

The company’s trademark authorization measures shall be separately formulated by the resolution of the board of directors.

Article 2: The following is the business scope of the company:

1 、 E101011 Comprehensive construction industry.
2 、 H701010 Residence and building development, lease and sale.
3 、 CA02010 Metal structure and building component manufacturing industry.
4 、 H701020 Industrial plant development, lease and sale.
5 、 H701040 Specific professional zone development industry.
6 、 H701050 Invest in the construction of public construction industry
7 、 H701060 Development of new towns and communities.
8 、 H701070 Section expropriation and municipal rezoning agency Business.
9 、 H703090 Real estate trading business.
10 、 H703100 Real estate leasing industry.
11 、 I102010 Investment consulting industry.
12 、 E502010 Fuel pipe installation engineering industry.
13 、 E599010 Piping engineering industry.
14 、 H701080 Urban renewal and reconstruction industry.
15 、 H701090 Urban renewal,renovation, maintenance and construction.
16 、 J101990 Other environmental sanitation and pollution prevention service industries.
17 、 D501010 Hot Spring Collection Industry.
18 、 ZZ99999 In addition to permitted business, businesses that are not prohibited or restricted by laws and regulations may be conducted.
Article 3 : The Company is incorporated in Taipei City. The Company may establish branch office, business unit or subsidiary plant in the Republic of China or foreign countries if necessary.
Article.4: The Company may act as a guarantor for another person. The announcements made by the Company is handled in accordance with the Article 28 of the Company Act.

Chapter II Shares

Article 5: The Company’s total capital is NT$16,600,000,000, which is divided into 1,660,000,000

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shares with a face value of NT$10 per share. The Board of Directors is authorized to issue separately the un-issued shares.

Article 6: The share certificates of the Company shall be signed by, or affixed with seals of the director on behalf of the company, and issued after obtaining a bank visa as a stock issuer in accordance with the law.

The Corporation may issue shares without printing share certificate(s), which shall be authenticated by the competent authority before issuance, and in accordance with the regulations of the agency.

Article 7: Shareholders shall fill in the seal card and submit it to the company for storage. When shareholders receive dividends, bonuses, or communicate with the company in writing and exercise other rights, they shall rely on the seal. The establishment, revocation, and renewal of the seal card shall be handled in accordance with the regulations of the competent authority.
Article 8: The transfer, inheritance, gift, loss and destruction of securities issued by the company shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 9: The registration of share transfer will be halted within sixty days prior to a general meeting, thirty days prior to an extraordinary meeting or five days prior to the closing date regarding a distribution of dividends and bonus or other interests.

Chapter III Shareholders' Meeting

Article 10: Shareholders' meetings of the Company are of two types, namely: general meetings and special meetings. General meetings shall be convened within six months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations.

Unless otherwise provided for by Company Act, the shareholder’s meetings shall be convened by the Board of Directors.The meeting notice shall be published and given to all shareholders at least 30 days prior to a general meeting and 15 days prior to an extraordinary meeting. The notice and announcement shall specify the date, place and purpose of such meeting.

Article 11: If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend, in accordance with Article 177 of the Company Act., promulgated by the competent authority by submitting proxy form printed and distributed by the Company and specifying the scope of authority therein. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting. The proxy vote shares held by one proxy representing two or more principals may not exceed 3% of the total shares issued by the company. Any votes exceeding such limit will not be counted. When there is more than one representative of a corporate shareholder, the exercise of its voting rights shall be calculated on the basis of the shares held by them.
Article 12: Unless otherwise provided for by law, the voting right of the Company’s shareholders is based on one-share-one-vote.
Article 13: Unless otherwise provided for by law, a resolution of a shareholders' meeting shall be adopted by a majority vote of the shareholders who are present at the meeting and

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represent more than half of the total number of issued shares.

Article 14: Minutes shall be duly worked out for the decisions resolved in the shareholders' meeting. The minutes shall be signed or affixed with a seal by the chairman and shall be served to all shareholders within the legal period. The minutes may be distributed by public announcements. The meeting minutes shall be recording any resolutions being made, the meeting dates, times, the chairman’s name, the voting procedures.

Chapter IV Directors and audit committee

Article 15: There shall be 7 to 11 Directors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The number of directors to be elected shall be determined by the board of directors within the aforementioned range. There is three-year tenure and the directors are eligible for re-election.

There shall be at least three independent directors in the above-mentioned number of directors.

The company’s directors shall be elected by adopting candidate nomination system at the shareholders' meeting.

The election of Independent, Non-Independent Directors should be held together, yet with the elected calculated separately.

The professional qualifications, shareholding, restrictions on concurrent positions held, method of nomination and election, and other compliance matters with respect to independent directors shall be conducted in accordance with the Securities and Exchange Act, applicable laws and regulations.

Article 16: The Board of Directors shall consist the directors of the Company and execute all business of the company according to laws and regulations and resolutions of the shareholders meeting, shall have the rights listed below:
Convene a shareholder meeting and implement its resolutions
The business guideline establishment
To determine the budget and final account
Inspection of various rules and stipulations
Decisions on the establishment and abolition of branches
Appointment and dismissal of important personnel of the company
According to the company's various regulations, make relevant resolutions related to the company's business
The company's decision to apply for financing loans from financial institutions
to formulate any important matters
Article 16-1: The total amount of the company's reinvestment may not be restricted by Article 13 of the Company Act. The management decision of the reinvestment shall be authorized by the board of directors.
Article 17: The company has one chairman and one vice-chairman. The method of formation and eligibility for election shall be handled in accordance with Article 208 of the Company Act.

The chairman internally is the chairman of the shareholders meeting and the board of

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directors, and shall externally have the authority to represent the Company.

Where the chairman has taken leave or is unable to perform his duties for any reasons, the vice chairman shall act in his place. Where there is no vice chairman or the vice chairman is also unavailable, the chairman shall appoint a director to act on his behalf, failing which the directors shall nominate from among them a person to act on behalf of the chairman.

Article 18: The convening of the Board of Directors of the company shall be notified to all directors, within 7 days via e-mail or fax, in case of an urgent circumstances, an interim Board meeting may be held at any time.

The board of directors meeting shall be convened by the chairman or his/her agent. Unless otherwise stipulated by the Company Act, the resolutions of the board of directors shall be attended by more than half of the directors and with the consent of more than half of the directors present.

If the director is unable to attend the board meeting, they may appoint another director to attend as their proxy and give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. A director may accept a proxy from one person only.

Article 19: Any resolution passed at a meeting of the board of directors should be stated in the minutes, shall bear the signature or seal of chairman and be well preserved in the company. The minutes of a board of directors meeting shall be distributed to each director within the statutory period.
Article 20: In compliance with the Securities and Exchange Act, the Company shall establish an audit committee, which shall consist of all independent directors.

The duties, rules of meeting and other matters of the audit committee shall be in accordance with the relevant rules of the competent securities authority.

Article 21: The board of the directors shall have the power to determine the transportation expenses and remuneration of directors, based with reference to the standards implemented by the other companies in the same industry, and shall consider the recommendations of the Salary and Remuneration Committee. The company may purchase liability insurance for directors in accordance with relevant laws and regulations, and the scope of insurance is authorized by the board of directors.

Chapter V Managers

Article 22: The company has one general manager and several deputy general managers. The general manager takes the policy decided by the board of directors to supervise all the business of the company, and the deputy general manager assists him/her.
Article 23: The appointment, removal and compensation of the manager shall be determined in accordance with Article 29 of the Company Act.

Chapter VI Accounting

Article 24: The Company’s fiscal year shall commence on January 1 and terminate on December 31every year and settlement of accounts shall be once a year.

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Article 25: The Company shall, at the end of each fiscal year, prepare the following reports and submit to the shareholders' meeting for recognition.

Business Operation Report,
Financial Statements, and
Measures on profit distribution or deficit compensation.
Article 26: If the Company gains any profits in the year, it shall allocate 1 to 2% as employee compensation, which shall be distributed in stock or cash by the resolution of the board of directors. The distribution objects may include employees of controlling or affiliated companies that meet certain conditions; The company is able to increase the amount of profit, and the board of directors decided to allocate no more than 2% of the cash to the directors' remuneration. The remuneration distribution plan for employees and directors shall be reported to the shareholders meeting.

However, when the company still has accumulated losses, it shall reserve the amount of compensation in advance, and then allocate employee remuneration and directors’ remuneration in proportion to the preceding paragraph.

Article 26-1: The company's earnings distribution or loss allowance can be made after the end of each half year. The earnings distribution or loss allowance proposal should be submitted to the audit committee together with the business report and financial statements for review and then submitted to the board of directors for resolution. If there is a earnings in the semi-annual final accounts, it should be estimated and retained taxable contributions, compensation of accumulated losses, employee remuneration and directors’ remuneration, and 10% of the statutory earnings reserve shall be allocated. However, when the statutory earnings reserve has reached the amount of paid-in capital of the company, it is no longer to list statutory earnings reserve.

The Company's earnings of the year, if any, it shall pay income tax in accordance with the law, and after offset the accumulated losses in the previous years, a statutory surplus reserve of 10% shall be allocated, and the company shall set aside the special reserve as stipulated by the law or the competent authority. The distributable earnings for the current year, and the adjustment amount of the accumulated undistributed earnings for the first half of the year, is the cumulative distributable earnings.

The cumulative distributable earnings shall be distributed by the board of directors. When new shares are issued, it shall be submitted to the shareholders meeting for distribution after a resolution; when cash is issued, it shall be authorized in accordance with Article 240, Item 5 of the Company Act. The board of directors shall present the earning distribution proposal by more than two-thirds of the directors and the resolutions approved by more than half of the directors, and then report to the shareholders meeting.

The afore mentioned cash and stock dividends to be distributed are limited to 30% ~100% of the current year’s distributable earnings. However, the company may consider the future business and major capital expenditure plans, and prioritize the retention of funds, then dividends will be distributed.

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The company's corporate life cycle is at a mature and stable stage, the industrial environment is changeable, in response to the boom and market changes, consider the business plan, profitability and investment capital needs, etc., adopts a residual dividend policy to distribution the cash and stock dividends. The cash dividend ratio shall not be lower than 20% of the combined cash and stock dividends paid in the current year. However, when the earnings of the shareholders distributed for the year is not more than NT$1.00 per share, or when the debt ratio is higher than 50%, the entire amount may be distributed as stock dividends.

Article 27: According to the needs of the business, the company can allocate average dividend reserve, expand improvement reserve, debt repayment reserve, accident loss reserve, etc. The proposal shall bel subject to the resolution of the shareholders meeting, after deducting the statutory reserve and special earnings reserve, withdrawal directly from the earnings.

Chapter VII Supplementary Articles

Article 28: The company’s organizational rules, internal rules and working rules are separately determined by the board of directors.
Article 29: The Company Act and other applicable laws rules shall govern any matter not prescribed herein.
Article 30: These Articles of Incorporation were enacted on April 11, 1967, and the first amendment was made on September 26, 1968, the 2[nd] amendment was made on June 16, 1974, the 3[th] amendment was made on July 16, 1976, the 4[th] amendment was made on Nov 20, 1977, the 5[th] amendment was made on June 30, 1978,the 6[th] amendment was made on Mar 28, 1979,the 7[th] amendment was made on Apr 24, 1980, the 8[th] amendment was made on May 18, 1981, the 9[th] amendment was made on May 19, 1982, the 10[th] amendment was made on May 10, 1983, the 11[th] amendment was made on Apr 26, 1984, the 12[th] amendment was made on May 02, 1985, the 13[th] amendment was made on May 09, 1986, the 14[th] amendment was made on Mar 31, 1988, the 15[th] amendment was made on June 14, 1989, the 16[th] amendment was made on Apr 10, 1990, the 17[th] amendment was made on Apr 17, 1991, the 18[th] amendment was made on Apr 21, 1992, the 19[th] amendment was made on Apr 21, 1994, the 20[th] amendment was made on Apr 20, 1995, the 21[th] amendment was made on May 15, 1996, the 22[th] amendment was made on May 30, 1997, the 23[th] amendment was made on May 26, 1998, the 24[th] amendment was made on June 04, 1999, the 25[th] amendment was made on May 26, 2000, the 26[th] amendment was made on June 15, 2001, the 27[th] amendment was made on June 14, 2002, the 28[th] amendment was made on June 26, 2003, the 29[th] amendment was made on May 28, 2004, the 30[th] amendment was made on June 15, 2006, the 31[th] amendment was made on Jan 25, 2007, the 32[th] amendment was made on June 19, 2009, the 33[th] amendment was made on Apr 29, 2010, the 34[th] amendment was made on June 17, 2011, the 35[th] amendment was made on June 06, 2012, the 36[th] amendment was made on June 18, 2013, the 37[th] amendment was made on June 18, 2014, the 38[th] amendment was made on June 17, 2015, the 39[th] amendment was made on June 16, 2016, the 40[th] amendment was made on June 15, 2018, the 41[th] amendment was made on June 13, 2019, the 42 [th] amendment was made on June 12, 2020, implemented after the resolution of the shareholders meeting

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Appendices III

Pacific Construction Co., Ltd. The Rules of Procedures for Election of Directors

Article 1 The election of directors of the company is in accordance with the provisions of these Regulations.
Article 2 The Company’s directors should be elected through single-named cumulative voting. In election of the Company’s directors, each share is entitled to the voting rights equivalent to the number of directors to be elected. The voting rights may be concentrated to one candidate or be allocated among several candidates. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. Independent and non-independent directors shall elect at the same time, with voting rights separately calculated.
Article 3 Before the election begins, the Chairman shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. Voting monitoring should have shareholder status.
Article 4 Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors: 1.spousal relationship.
familial relationship within the second degree of kinship.

When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Article 5 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 6 If the candidate is a shareholder of the Company, voters shall fill the candidate’s name and shareholder’s number in the “candidate” column of the ballot; if the candidate is not a shareholder of the Company, voters shall fill the candidate’s name and ID number in the “candidate” column. If the candidate is a government agency or a legal entity, voters shall fill the information in the column. When there are several candidates represent a government agency or a legal entity, the names of the representatives shall be filled separately.

Article 7 A ballot is invalid under any of the following circumstances:

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(1) The ballot was not prepared by the Company.
(2) Election ballots that have not been put into the ballot box.
(3) A blank ballot is placed in the ballot box.
(4) The writing is unclear and indecipherable or has been altered.
(5) The contains a name or shareholder’s number in the “candidate” column which is inconsistent with the shareholder’s register if the candidate is a shareholder of the Company; Contains a name or ID number in the “candidate” column which is incorrect if the candidate is not a shareholder of the Company.
(6) In addition to filling in the candidate’s name and ID number in the “candidate” column”, where there are contains any words or marks.
(7) Except for the filled-in candidate's name and shareholder account number or ID document number, and any one of the voting rights has been altered.
(8) Fill in the candidate's name only, but no shareholder account number or unified ID card number is not filled in for identification.
(9) Two or more candidates are named on the same ballot.
Article 8 The voting rights shall be calculated at the end of the poll and the Chairman shall announce the voting results on-site immediately.
Article 9 The Board of Directors shall issue notifications to the each persons elected director.
Article 10 Matters not provided herein shall be subject to the provisions of the Company Act and other applicable laws and regulations.
Article 11 The Rules, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
Article 12 The Procedures were adopted on May 8, 1977. The 1st amendment was made on May 19, 1982. The 2nd amendment was made on June 14, 2002. The 3rd amendment was made on June 15, 2006. The 4th amendment was made on June 13, 2019.

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Appendices IV

Pacific Construction Co., Ltd. Current Shareholdings of Directors

As of April 16, 2022

		As of April 16,2022
The legal minimum number of shares to be held by all Directors (Rules and Review Producedure for Director and Supervisor share Ownership Ratioa at Public Companies)		Number of Shareholdings of all Directors on the Book closure date
The total number of registered shares held by all directors shall not be less than 5% of the total issued shares of the company. If two or more independent directors are elected, the percentage of shares held by all directors other than the independent directors shall be reduced to 80% based on the ratio in the preceding paragraph. Common shares issued:387,000,000 shares The legal minimum number of shares to be held by all Directors is 15,480,000 shares		The total current shareholdings of all directors is25,154,327shares,6.49%.
Position	Name	Number of sharesholdings on the closingdate
Chairman	Living Spring International Development Co., Ltd./ Representative：Liu I-Yee	11,306,091 shares
Director	Living Spring International Development Co., Ltd./ Representative：Lei Chien	11,306,091 shares
Director	Allianz investment Co., Ltd. Representative/ Chang Chi-Ming	781,020 shares
Director	Living Spring International Development Co., Ltd./ Representative：Yu Sheng-Yi	11,306,091 shares
Director	Fukunaga Investment Co., Ltd. Representative/Lai Yueh-Hsin	7,933,745 shares
Director	Pacific Urban Management Consulting Co., Ltd./ Representative：ChangKay-Jin	5,133,471 shares
Independent Director	Lin Hao-Li	0 shares
Independent Director	Wu Chin-Jung	0 shares
Independent Director	Chen Kin-Lung	0 shares
Total	25,154,327 shares (Accounted for 6.49% of the total issued shares)

Note: All Directors were re-elected on June 13, 2019.

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AI assistant

PCC — AGM Information 2022

52132_rns_2022-06-16_97828873-0d01-4d27-9ba6-0ad5ef30ec39.pdf

Pacific Construction Co., Ltd.

2022 Annual Shareholders' Meeting Meeting Handbook

DISCLAIMER

Table of Contents

Attachments

Appendices

Pacific Construction Co., Ltd.

Pacific Construction Co., Ltd.

Agenda for the 2022 Annual Shareholders ’ Meeting

I. Call the Meeting to Order

II. Chairman’s Remarks

III. Report Items

IV. Ratification Items

V. Discussion and Election Items

VI. Extemporary Motions VII. VI. Adjournment.

Report Items

I. 2021 Business Report

II. 2021 Audit Committee's Review Report

III. 2021 Employee and Director Compensation Report

IV. Report of the company's appropriations of earnings in cash dividends to shareholders for 2021

V. Report of the Details of Individual Remuneration of Directors in 2021

1. Remuneration policy

2. Standard and combination of remuneration

(1) Remuneration for Directors

VI. Report the Implementation Situation of the Company's Corporate Bonds

VII.Report of the Amendments to " Corporate Social Responsibility Best Practice Principles".

VIII. Other Matters

Ratification Items

Proposal 1 Proposed by the Board of Directors

Explanation:

Resolution:

Proposal 2 Proposed by the Board of Directors

Explanation:

Resolution:

Discussion and Election Items

Proposal 1 Proposed by the Board of Directors

Explanation:

Resolution:

Proposal 2 Proposed by the Board of Directors

Explanation:

Resolution:

Proposal 3 Proposed by the Board of Directors

Explanation:

Chairman Announces the Result of Election:

Proposal 4 Proposed by the Board of Directors

Explanation:

Resolution:

Extemporary Motions

Adjournment

Attachment I

Annual Business Report of 2021

I.Quantity of production and sales:

II.Revenue: NT$1,246,761,340

III. Expenses: NT$1,201,151,174

IV. Benefits: NT$45,610,166.

V. Review and Outlook

Attachment II

Annual Audit Committee's Review Report of 2021

To the 2022 Annual Shareholders’ Meeting of Pacific Construction Co., Ltd.

Attachment III

The Details of Individual Remuneration of Directors in 2021

Attachment IV

Pacific Construction Co., Ltd. Comparison Table of Amendments to the

“Corporate Social Responsibility Best Practice Principles”

Attachment V

Independent Auditor’s Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Other Matters

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

Auditor’s Responsibilities for the Audit of the Financial Statements

KPMG

Taipei, Taiwan (Republic of China)

Pacific Construction Co., Ltd.

Balance Sheet

PCC AGM Information 2022