PCC - AGM Information 2022 | FinancialReports.eu

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Pacific Construction Co., Ltd.

2022 Annual Shareholders' Meeting

Minutes

------DISCLAIMER------

This is a translation of the Minutes for the 2022 Annual Shareholders’Meeting (The ”Minutes”) 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 Minutes shall govern any and all matters related to the interpretation of the subject matter stated herein.

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

Location: No. 1, Section 5, Xinyi Rd., Taipei City, Taiwan (R.O.C.)

(Meeting Room 102, Taipei International Convention Center)

Quorum: 311,382,616 shares were represented by shareholders in person and by proxy (including by exercising voting rights electronically: 5,548,788 shares), which are mounted to 80.46% of the Company’s 387,000,000 issued and outstanding shares.

Board Members Present:

Director: Liu I-Yee (Living Spring International Development Co., Ltd. Representative) Chang Chi-Ming (Allianz investment Co., Ltd. Representative)
Yu Sheng-Yi (Living Spring International Development Co., Ltd. Representative) Lai Yueh Hsin (Fukunaga Investment Co., Ltd. Representative) Lin Hao Li (Independent Director)
Wu Chin Jung(Independent Director)
Chen Kin-Lung(Independent Director)
7 directors attended the shareholders’ meeting, which has exceeded half of the 9 directors.

Attendance: CPA Pan Jun-Ming of KPMG

Chairman: Liu I-Yee Recorder: Nien, Pi-chen

The Chairman announced that the aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.

I. Chairman’s Remarks: (Omitted)

II. Report Items

Item 1 2021 Business Report

Please refer to page 10-11 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw 。

Item 2 2021 Audit Committee’ Review Report

Please refer to page 12 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw 。

Item 3 2021 Employee and Director Compensation Report

Please refer to page 3 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw

Item 4 Report of The company's appropriations of earnings in cash dividends to shareholders for 2021

Please refer to page 3 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw 。

Item 5 Report of the Details of Individual Remuneration of Directors in 2021

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Please refer to page 3-4 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw

Item 6 Report the Implementation Situation of the Company's Corporate Bonds - Please refer to page 4 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw

Item 7 Report of the Amendments to "Corporate Social Responsibility Best Practice Principles"

Please refer to page 15-20 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw 。

Item 8 Other matters

Please refer to page 5 of the Meeting Handbook, http://www.pacific group.com.tw or http://mops.twse.com.tw 。

III. 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:

The company’s 2021 financial statements have been certified by the CPA Zong-Jhe 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.
The Business Report (page10~11) and Financial Statements for the Year2021 (page 21~41) please refer to the Meeting Handbook.

Resolution: That the proposal approved as proposed by voting.

Shares represented at the time of voting: 311,382,616

Voting Results*	% of the total represented share present
Votes in favor: 306,532,673 votes (3,239,574 votes)	98.44%
Votes against: 9,902 votes (9,902 votes)	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 4,840,041 votes (2,299,312 votes)	1.55%

*including votes casted electronically (numbers in brackets)

Proposal 2 Proposed by the Board of Directors Subject: To approve the proposal for distribution of 2021 profits. Explanation:

The company's 2021 after-tax earnings is NT$45,610,166. After adjusted consolidated profit and loss at fair value equity instruments, remeasurements of defined benefit plans recognized in retained Earnings, and re-assessing the changes in the current period, setting the special earnings and legal reserve, the available earnings for the current period is NT$ 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

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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.

The 2021 Earnings Distribution Proposal please refer to page 42 of the Meeting Handbook.
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: That the proposal approved as proposed by voting.

Shares represented at the time of voting: 311,382,616

Voting Results*	% of the total represented share present
Votes in favor: 306,650,411 votes (3,357,312 votes)	98.48%
Votes against: 12,462 votes (12,462 votes)	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 4,719,743 votes (2,179,014 votes)	1.52%

*including votes casted electronically (numbers in brackets)

IV. 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.

Resolution: That the proposal approved as proposed by voting.

Shares represented at the time of voting: 311,382,616

Voting Results*	% of the total represented share present
Votes in favor: 306,649,742 votes (3,356,643 votes)	98.48%
Votes against: 12,082 votes (12,082 votes)	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 4,720,792 votes (2,180,063 votes)	1.52%

*including votes casted electronically (numbers in brackets)

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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.

Resolution: That the proposal approved as proposed by voting.

Shares represented at the time of voting: 311,382,616

Voting Results*	% of the total represented share present
Votes in favor: 306,643,897 votes (3,350,798votes)	98.48%
Votes against: 17,276 votes (17,276 votes)	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 4,721,443 votes (2,180,714 votes)	1.52%

*including votes casted electronically (numbers in brackets)

Proposal 3 Proposed by the Board of Directors

Subject: To elect Directors of 19th 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.
Articles of Rules for the Election of Directors of the Company, please refer to the Handbook page 66~67.
Please vote.

Chairman Announces the Result of Election:

Nine Directors (including three Independent Directors) were elected by the shareholders present. The tenure of the newly elected directors commences on June 14, 2022 and shall expire on June 13, 2025. The list of the newly elected directors with votes received follows:

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Shareholders’ No.	Name	Votes Received
257464	Liu I-Yee	432,267,610
305995	Living Spring International Development Co., Ltd. Representative：Lei Chien	298,638,416
305995	Living Spring International Development Co., Ltd. Representative：Yu Sheng-Yi	297,802,340
280193	Fukunaga Investment Co., Ltd. Representative：Lai Yueh-Hsin	286,164,407
28756	Allianz investment Co., Ltd. Representative：ChangChi-Ming	285,895,212
305995	Living Spring International Development Co., Ltd. Representative：Liu Ming-Heng	279,044,431
The followingis the list of independent directors elected
R12242****	Lin Hao-Li	277,946,063
S12153****	Wu Chin-Jung	277,091,220
L10147****	Chen Kin-Lung	277,451,097

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 Prohibition of Competition Restriction on the Directors as follow:

Name	Act as other Company /Positions / title
Liu I-Yee	Director \Beijing Tai-Yun Building Co., Ltd. Director \Pacific Realtor Co., Ltd. Director\PacificDepartment 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 InvestmentCo.,Ltd.

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Name	Act as otherCompany /Positions / title
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 CapitalCo.,Ltd.

Resolution: That the proposal approved as proposed by voting.

Shares represented at the time of voting: 311,382,616

Voting Results*	% of the total represented share present
Votes in favor: 306,566,652 votes (3,273,553 votes)	98.45%
Votes against: 36,386 votes (36,386 votes)	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 4,779,578 votes (2,238,849votes)	1.53%

*including votes casted electronically (numbers in brackets)

V. Extemporary Motions

Shareholders (No. 35) inquire about the sell real estate of the Pacific Commercial Building, whether the major shareholder has equity transfer and construction technology of the company.

After replies from the chairman and related personnel, the shareholders have no other questions.

VI. Adjournment:

Meeting Adjourned: 9:46am

Chairman: Liu I-Yee

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Recorder: Nien, Pi-chen

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※The minutes of the shareholders’meeting are recorded in accordance with Article 183, Item 4 of the Company Law to record the essentials and results of the deliberations. The contents, procedures, and shareholder speeches of the meeting are still subject to the audiovisual records of the meeting.

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Appendix

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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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 Development Best 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 responsible corporate citizens, and to enhance competitive edges built on sustainable development.	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 responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.	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 3 The Company fulfillsit promote sustainable development 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	Article 4 To implement corporate social responsibility initiatives, the Company	In line with the revision of the name of this code, the concept that enterprises should emphasize

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Amended Article	Current Articles	Description
principles below: 1.Exercise corporate governance, 2.Foster a sustainable environment, 3.Preserve public welfare, and 4.Enhance disclosure ofsustainable developmentinformation.	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.	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 developmentinitiatives, 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 policy, systems or relevant management guidelines, 2.Making sustainabledevelopmentthe guiding principle of the company's operations and development, and ratifying concrete promotional plans for sustainable developmentinitiatives; and 3.Enhancing the timeliness and accuracy of the disclosure ofsustainable development information. (Ignored below)	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 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)	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 7 The company regularly organizes education and training on the implementation of promote sustainable development initiatives, 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 managingsustainable developmentinitiatives, the Company should establish a governance structure to promote sustainable development in a timely manner, andestablished an exclusively (or concurrently) dedicated unit topromote sustainable development be 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	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	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
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.	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.
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 sustainabilityof 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 indirect emissions: 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.
Chapter 5 Enhancing Disclosure ofSustainable DevelopmentInformation	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	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	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

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Amended Article	Current Articles	Description
disclose relevant and reliable information relating to theirsustainable development initiatives 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.	disclose relevant and reliable information relating to their corporate social responsibility initiatives to improve information transparency.	sustainable development, and hence this provision is amended.
Article 28 If the Company adopts internationally widely recognized standards or guidelines when producingsustainable development reports, to disclose the status of their implementation of the 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.	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 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.	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 29 The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve their established sustainable developmentframework and to obtain better results from the implementation of the promote sustainable developmentpolicy.	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.

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Amended Article	Current Articles	Description
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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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 operating revenue. Accordingly, the revenue recognition test is one of the significant evaluations

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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 subsidiaries, affiliates and joint ventures accounted for using the equity method accounted for (3)%

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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 or conditions that may cast significant doubt on the Company’s ability to continue as a going

~ 15 ~

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)

~ 16 ~

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

~ 17 ~

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

~ 18 ~

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

~ 19 ~

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)

~ 20 ~

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

~ 21 ~

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) 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) 1,225,613 (322,421) 10,938 5,626 7,414 2,711 (295,732) 929,881 1,362,002 695 (133,396) (42,038) 1,187,263
	101,236 480 1,014 106,234 (723) (12,981) (49,468) 373 - (2,012) - - 594
	144,747
	68,236 (4,709) 296,122 (4,298) (6,315) 2,525 (14,181) 352
	337,732
	(262,514) 12,656 9,788 (9,535) (4,836)
	(254,441)
	83,291
	309,136 690 (104,791) (38,578)
	166,457

~ 22 ~

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

~ 23 ~

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.

~ 24 ~

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.

2. 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.

~ 25 ~

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.

~ 26 ~

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)

~ 27 ~

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 - 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		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

~ 28 ~

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 - 4,373,509 30 250,000 2 629,641 4 1,675 - 89,947 1 10,373 - 84,241 1 17,845 - 1,083,722 8 5,457,231 38 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) 6,736,092 49 1,847,226 13 8,583,318 62 $ 14,040,549 100		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 -
			4,147,464 29
			260,000 2 1,258,412 9 1,821 - 89,040 1 21,120 - 84,857 - 17,787 -
			1,733,037 12
			5,880,501 41
			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)
			6,802,501 46 1,814,629 13
			8,617,130 59
			14,497,631 100

~ 29 ~

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
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	8,593,684
- -	- -	- -	- -	(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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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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==> picture [38 x 38] intentionally omitted <==

==> picture [35 x 35] intentionally omitted <==

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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 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 the adequacy and reasonableness of the sources of data used, the parameters, and the information,	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 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	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
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.	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 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$1 billion, appraisals from two or more professional appraisers shall be obtained 3. If any one of the following circumstances applies to the professional appraisers’ appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: a. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. b. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. 4. The time period between the date of the appraisal report issued by a professional appraiser and the contract execution date shall not exceed three months. However, if	Article 8: When the Company acquisition or disposal of properties, equipment or right-of-use assets, except in the cases of transactions with domestic government institutions, (self- owned or leased) land for commissioned construction, or acquisition or disposal of equipment or right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital or exceeds NT$ 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 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 perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF)and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 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	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 the publicly announced current value for the publicly announced current value for the same period is applied and no more the same period is applied and no more than six months have elapsed, an opinion than six months have elapsed, an opinion may still be issued by the original may still be issued by the original professional appraiser. professional appraiser. Except where a limited price, specified price Except where a limited price, specified price or special price is employed as the reference or special price is employed as the reference basis for the transaction price, if an appraisal basis for the transaction price, if an appraisal report cannot be obtained in time and there is report cannot be obtained in time and there is a legitimate reason for the delay, the a legitimate reason for the delay, the valuation report shall be obtained within two valuation report shall be obtained within two weeks from the date of the occurrence of the weeks from the date of the occurrence of the fact and obtain the CPA's opinion in fact and obtain the CPA's opinion in Subparagraph 3 of the preceding paragraph Subparagraph 3 of the preceding paragraph. within two weeks from the date of obtaining the valuation report. Article 9: Article 9: Amend according to When the Company acquiring or disposing When the Company acquiring or disposing of the amend to Article of securities, prior to the date of occurrence securities, prior to the date of occurrence of 10 of "Regulations of the event, shall obtain financial statements the event, shall obtain financial statements of Governing the of the issuing company for the most recent the issuing company for the most recent Acquisition and period, certified or reviewed by a certified period, certified or reviewed by a certified Disposal of Assets by public accountant, for reference in evaluating public accountant, for reference in evaluating Public Companies". the transaction price. In addition, if the the transaction price. In addition, if the transaction amount is 20 percent of the transaction amount is 20 percent of the Company's paid-in capital or NT$300 Company's paid-in capital or NT$300 million million or more, the Company shall or more, the Company shall additionally additionally engage a CPA prior to the date engage a CPA prior to the date of occurrence of occurrence of the event to provide an of the event to provide an opinion regarding opinion regarding the reasonableness of the the reasonableness of the transaction price. If transaction price. This requirement does not the CPA needs to use the report of an expert apply, however, to securities with publicly as evidence, the CPA shall do so in quoted prices in an active market or in accordance with the provisions of Statement compliance with regulations set by the FSC. 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. Article 10: Article 10: Amend according to If the transaction amount in acquiring or If the transaction amount in acquiring or Article 11 of " disposing intangible assets or right-of-use disposing intangible assets or right-of-use Regulations Governing assets or membership certificates reaches assets or membership certificates reaches the Acquisition and 20% of the Company's paid-in capital or 20% of the Company's paid-in capital or Disposal of Assets by more than NT$300 million, except in the more than NT$300 million, except in the Public Companies". cases of transactions with domestic cases of transactions with domestic government institutions, prior to the date of government institutions, prior to the date of occurrence of the event the Company shall occurrence of the event the Company shall ask a CPA to provide an opinion regarding ask a CPA to provide an opinion regarding the reasonableness of the transaction price in the reasonableness of the transaction price accordance with the provisions. in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (ARDF). Article 15: Article 15 : Amend according to When the Company acquires or disposes When the Company acquires or disposes Article 15 of " properties or right-of-use assets from the properties or right-of-use assets from the Regulations Governing related party, or acquires or disposes other related party, or acquires or disposes other the Acquisition and assets except for properties or right-of-use assets except for properties or right-of-use Disposal of Assets by assets from the related party and the assets from the related party and the Public Companies". transaction amount reaches 20% of the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total Company’s paid-in capital, 10% of total assets or more than NT$ 300 million, except assets or more than NT$ 300 million, except in the cases of domestic government bonds, in the cases of domestic government bonds,

~ 37 ~

Amended Article Current Articles bonds with repurchase or reverse sell bonds with repurchase or reverse sell agreements, money market funds issued by agreements, money market funds issued by domestic securities investment trust domestic securities investment trust enterprises, the Company shall submit the enterprises, the Company shall submit the following data to the Audit Committee for following data to the Audit Committee for agreement, and shall not sign the transaction agreement, and shall not sign the transaction contract and pay until it has been passed by contract and pay until it has been passed by the Board of Directors： the Board of Directors： 1. The purpose, necessity and expected 1. The purpose, necessity and expected benefits of acquiring or disposing assets. benefits of acquiring or disposing assets. 2. Reasons for choosing the related party as 2. Reasons for choosing the related party as the transaction counterparty. the transaction counterparty. 3. With respect to the acquisition of real 3. With respect to the acquisition of real property or right-of-use assets thereof property or right-of-use assets thereof from a related-party, information regarding from a related-party, information regarding appraisal of the reasonableness of the appraisal of the reasonableness of the preliminary transaction conditions in preliminary transaction conditions in accordance with the Provisions of Article accordance with the Provisions of Article 16 to 18. 16 to 18. 4. Matters such as the original date of the 4. Matters such as the original date of the acquisition of the related party and price, acquisition of the related party and price, counterparty and its relationship with the counterparty and its relationship with the Company and the related party. Company and the related party. 5. The prediction table of cash revenue and 5. The prediction table of cash revenue and expenditure for each month in the future expenditure for each month in the future year starting from the expected contract year starting from the expected contract month, and the evaluation of the necessity month, and the evaluation of the necessity of the transaction and the reasonableness of the transaction and the reasonableness of the utilization of funds. of the utilization of funds. 6. An appraisal report from a professional 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in appraiser or a CPA's opinion obtained in compliance with the preceding Article. compliance with the preceding Article. 7. The limited conditions of the transaction 7. The limited conditions of the transaction and other important agreed matters. and other important agreed matters. If approval of more than half of all Audit 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 If the Company, its subsidiaries, or the subsidiaries that are 100% held directly or subsidiaries that are 100% held directly or indirectly with issued shares or total capital indirectly with issued shares or total capital by the Company conduct the following by the Company conduct the following transactions with each other, the Board of transactions with each other, the Board of Directors may authorize the Chairman to Directors may authorize the Chairman to conduct within a given quota in advance in conduct within a given quota in advance in accordance with the provisions of this accordance with the provisions of this procedure, and then submit it to the most procedure, and then submit it to the most recent board meeting for recognition: recent board meeting for recognition: a. Acquiring or disposing the equipment or a. Acquiring or disposing the equipment or right-of-use assets for business use right-of-use assets for business use

Description

~ 38 ~

Amended Article

Current Articles

Description

b. Acquiring or disposing the properties that b. Acquiring or disposing the properties that are right-of-use assets for business use are right-of-use assets for business use When the Company proposes a discussion on When the Company proposes a discussion on the board meeting in accordance with the first the board meeting in accordance with the first provision, the opinions of each independent provision, the opinions of each independent director shall be fully considered. If there are director shall be fully considered. If there are any opposing or retention opinions provided any opposing or retention opinions provided by independent directors, they shall be stated by independent directors, they shall be stated clearly in the meeting minutes. clearly in the meeting minutes. The matters agreed by the Company in Where the Company an Audit Committee accordance with the first provision shall first has been established in accordance with the be agreed by over one half of the members of provisions of the Act, the matters for which the Audit Committee, submitted to the Board paragraph 1 requires recognition by the of Directors for resolution. If approval of supervisors shall first be approved by onemore than half of all Audit Committee half or more of all Audit Committee members as required is not obtained, the members and then submitted to the board of procedures may be implemented if approved directors for a resolution. If approval of more by more than two-thirds of all directors, and than half of all Audit Committee members as the resolution of the Audit Committee shall required is not obtained, the procedures may be recorded in the minutes of the Board of be implemented if approved by more than Directors meeting. two-thirds of all directors, and the resolution If the Company or its subsidiaries have such of the Audit Committee shall be recorded in a transaction in the amount reaching 10% or the minutes of the Board of Directors meeting. 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 1 and the preceding Paragraph 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 Shareholders Meeting and the Board of Directors and recognized need not be counted toward the transaction amount.

Article 29: Article 29: Amend according to When the Company acquiring or disposing When the Company acquiring or disposing Article 31 of " assets, if any of the following conditions assets, if any of the following conditions Regulations Governing occurs, the relevant information shall be occurs, the relevant information shall be the Acquisition and published and reported based on its published and reported based on its Disposal of Assets by characteristics with the regulated format on characteristics with the regulated format on Public Companies". the website designated by the FSC within the website designated by the FSC within two days after the date of occurrence: two days after the date of occurrence: 1. The assets or right-of-use assets are 1. The assets or right-of-use assets are acquired or disposed from a related party, acquired or disposed from a related party, or the assets are not properties or right-ofor the assets are not properties or right-ofuse assets acquired or disposed from a use assets acquired or disposed from a related party and the transaction amount related party and the transaction amount reaches 20% of the Company’s paid-in reaches 20% of the Company’s paid-in capital, 10% of total assets, or more than capital, 10% of total assets, or more than NT$ 300 million. However, the buys and NT$ 300 million. However, the buys and sells of domestic government bonds, bonds sells of domestic government bonds, bonds with repurchase or reverse sell agreements, with repurchase or reverse sell agreements, money market funds issued by domestic money market funds issued by domestic securities investment trust enterprises are securities investment trust enterprises are

~ 39 ~

Amended Article

not restricted to the rule.

Conducting mergers, splits, acquisitions or share transfer.

Current Articles Description not restricted to the rule. 2. Conducting mergers, splits, acquisitions or share transfer.

The loss from engaging in derivative 3. The loss from engaging in derivative product trading reaches the upper limit of product trading reaches the upper limit of whole or individual contract loss as whole or individual contract loss as defined defined in the formulated procedures. in the formulated procedures.
The asset acquired or disposed belongs to 4. The asset acquired or disposed belongs to the equipment or right-of-use assets for the equipment or right-of-use assets for business use, and the counterparty is not a business use, and the counterparty is not a related party. The transaction amount related party. The transaction amount reaches NT$ 500 million. reaches NT$ 500 million.
The asset acquired or disposed belongs 5. The asset acquired or disposed belongs to the real estate or right-of-use assets for to the real estate or right-of-use assets for business use, and the counterparty is not business use, and the counterparty is not a related party. The transaction amount a related party. The transaction amount reaches NT$ 500 million reaches NT$ 500 million.
The properties are acquired with (self6. The properties are acquired with (selfowned or leased) land for commissioned owned or leased) land for commissioned construction, joint construction for splitting, construction, joint construction for splitting, sharing or selling, and the counterparty is sharing or selling, and the counterparty is not a related party. The transaction amount not a related party. The transaction amount that the Company expects to devote into that the Company expects to devote into reaches NT$ 500 million. reaches NT$ 500 million.
The asset transactions or investments in 7. The asset transactions or investments in the the Mainland, except as defined in the Mainland, except as defined in the previous five provisions, have transaction previous five provisions, have transaction amounts reaching 20% of the Company’s amounts reaching 20% of the Company’s paid-in capital or more than NT$ 300 paid-in capital or more than NT$ 300 million. However, the following conditions million. However, the following conditions are not restricted by the rules: are not restricted by the rules: a. Buy and sell of domestic government bonds a. Buy and sell of domestic government or foreign government bonds with a credit bonds. rating not lower than our sovereign rating;

.b. Buy and sell of bonds with repurchase or b. Buy and sell of bonds with repurchase or reverse sell agreements, purchase of reverse sell agreements, purchase of money market funds issued by domestic money market funds issued by domestic securities investment trust enterprises. securities investment trust enterprises. The transaction amounts in the preceding The transaction amounts in the preceding paragraphs shall be calculated in accordance paragraphs shall be calculated in accordance with the methods provided below: with the methods provided below: 1. The amount of any individual transaction. 1. The amount of any individual transaction. 2. The cumulative transaction amount of 2. The cumulative transaction amount of acquisitions and disposals of the same type acquisitions and disposals of the same type of underlying asset with the same transaction of underlying asset with the same transaction counterparty within the preceding year. counterparty within the preceding year. 3. The cumulative transaction amount of 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals (cumulative acquisitions and disposals, respectively) of acquisitions and disposals, respectively) of real property or right-of-use assets thereof real property or right-of-use assets thereof within the same development project within the same development project within the preceding year. within the preceding year. 4. The cumulative transaction amount of 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals (cumulative acquisitions and disposals, respectively) of acquisitions and disposals, respectively) of the same security within the preceding year. the same security within the preceding year. “Within the preceding year” as used in the “Within the preceding year” as used in the preceding paragraph refers to the year preceding paragraph refers to the year preceding the date of occurrence of the preceding the date of occurrence of the current transaction. Items duly announced in current transaction. Items duly announced in accordance with these Procedures need not accordance with these Procedures need not be counted toward the transaction amount. be counted toward the transaction amount.

~ 40 ~

Amended Article	Current Articles	Description
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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Pacific Construction Co., Ltd.

Comparison Table of Amendments to

“Guidelines for Loaning of Company Funds and Guarantees”

Amended Article	Current Articles	Description
II. Contents: Article 3: The aggregate amount of capital lending and the maximum amount permitted to a single borrower 1. (Ignored.) 2. (Ignored.) 3.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 theCompany, 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: Article 3: The aggregate amount of capital lending and the maximum amount permitted to a single borrower 1. (Ignored.) 2. (Ignored.) 3.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.
Article 5: The Tenor of Capital Lending and the Methods for Calculation of Interest: 1. 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.)	Article 5: The Tenor of Capital Lending and the Methods for Calculation of Interest: 1. 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 / Guarantees by Public Companies" revised in December 2021, cooperate with the handling.
Article 6: The Subsequent Measures for Supervising Capital Lending and the Procedures for Handling Overdue Lending: 1. (Ignored.) 2. (Ignored.) The borrower shall repay the loan 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.	Article 6: The Subsequent Measures for Supervising Capital Lending and the Procedures for Handling Overdue Lending: 1. (Ignored.) 2. (Ignored.) The borrower shall repay the loan 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 collateralpursuant to laws.	According to the Q & A of the " Regulations Governing Loaning of Funds and Making of Endorsements / Guarantees by Public Companies" revised in December 2021, cooperate with the handling.
Article 10: Enforcement and amendment 1. (Ignored.)	Article 10: Enforcement and amendment 1. (Ignored.)	According to the Q&A of the " Regulations Governing

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Amended Article	Current Articles	Description
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 amendmentwas made on June 14, 2022, entered into force after it was approved by the Shareholders’Meeting.	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.	Loaning of Funds and Making of Endorsements / Guarantees by Public Companies" revised in December 2021, cooperate with the handling.

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AI assistant

PCC — AGM Information 2022

52132_rns_2022-06-16_a1e7f3c1-b16f-4060-bd4b-d907170eb34e.pdf

Pacific Construction Co., Ltd.

2022 Annual Shareholders' Meeting

Board Members Present:

I. Chairman’s Remarks: (Omitted)

II. 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 7 Report of the Amendments to "Corporate Social Responsibility Best Practice Principles"

Item 8 Other matters

III. Ratification Items

Proposal 1 Proposed by the Board of Directors

Explanation:

Shares represented at the time of voting: 311,382,616

IV. Discussion and Election Items

Explanation:

Explanation:

Explanation:

Chairman Announces the Result of Election:

Proposal 4 Proposed by the Board of Directors

Explanation:

V. Extemporary Motions

VI. Adjournment:

Appendix

Annual Audit Committee's Review Report of 2021

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

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

“Corporate Social Responsibility Best Practice Principles”

Independent Auditor’s Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Auditing Procedures Performed:

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

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Pacific Construction Co., Ltd.

Balance Sheet (Continued) December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Pacific Construction Co., Ltd.

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

(Expressed in Thousands of New Taiwan Dollars)

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

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)

Pacific Construction Co., Ltd.

Statements of Cash Flow

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

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)

Independent Auditor’s Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Auditing Procedures Performed:

2. Inventory Valuation

Auditing Procedures Performed:

Other Matters

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

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

KPMG

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

PCC AGM Information 2022