Prince Housing & Development Corporation Minutes of 2015 Annual General Shareholders ’ Meeting

I. Time: June 17, 2015 (Wednesday), at 9:00 a.m.
II. Location: No. 261 Nanmen Road, Tainan City, i.e., the Conference Hall on 1F of the Labor Recreational Center
Total Shares Represented by Shareholders and Proxies Present:1,057,372,158shares, accounted for 65.16% of the total shares issued (1,622,670,723 shares)

Chairperson: Cheng Kao-Hui Recorder: Kuo Bou Chu

Issues to be Reported

I. The Company’s Business Report, 2014 is proposed for resolution. Descriptions:
I. Report on the Business Performance in the Preceding Fiscal Year:
Looking back over year 2014 while the global economy showed signs of growth, economic performances were increasingly varied in different nations and regions. The United States in that year was in a stable revival in its economy as the very momentum for the entire world economy. The Euro regions could merely grow at an insignificant pace amidst high unemployment and commodity prices problems. Japan and South Korea appeared weak in domestic demand. In China under the government policies, economy grew at a slow-down pace and, in turn, affected the performance in export of the peripheral regions, notably Japan, South Korea, Association of Southeast Asian Nations (ASEAN) and Taiwan. As a natural result, entrepreneurs in Taiwan hold a relatively conservative attitude toward future economy.

With respect to real estate markets, during nationwide election

campaigns, the key mass media normally focused on political issues while the potential real estate buyers held a wait-and-see attitude. Furthermore, amidst worries about the proposed tax reform, the general public was hesitant and the macro-real estate markets appeared unoptimistic. In turn, construction firms were deferring their presentation of new construction projects, leading to an unpromising aspiration in real estate. Here at the Company, our entire team was still keeping to our promises in peripheral regions of urban areas characterized by providing the convenient facilities of life and transportation, e.g., the special zones of Taiwan High Speed Rail, regions along the mass rapid transit systems and Metropolitan Taichung Area as the hot spots for our large scale programs. Further echoing the government policies, we successfully launched our Great Blessing Slogan in Metropolitan Tainan Area and harvested the bumper crops. In the current year, the significant large construction programs concluded include: Taipei Prince Tanmei, Taichung Cloud Century Regions B, C, Jing-Yun-Sian, Tainan Prince WIN-W Suites A, B, Prince WIN-I Mansion among others.

In the wake of heavy efforts in reorganization and adjustment of resources, Prince Housing & Development Corporation has significantly streamlined the major policymaking process and, as a result, boosted the overall performance. Those varieties of profit-oriented investment in real estate have become increasingly mature and provide stable sources of profit.

In the entire year, the Company gained operating revenues amounting to NT$10.892 billion, net profit amounting to NT$2.398 billion; consolidated revenues amounting to NT$19.424 billion and consolidated net profits amounting to NT$2.379 billion.

II. Operating Plans of the Year Summary:

Looking ahead toward 2015 while the global economy is believed to turn upward, the economic growth rates in European and American

nations might increase over the previous years to offset the passive impact of a slow economy in China. In turn, the trade growth throughout the world will be encouraged. Amidst such advantageous incentives, Taiwan should be a beneficiary. Where the Company showed already quite high base in domestic demand consumption and investment in 2014, we expect to outperform 2014 in Year 2015, but not quite significantly.

In regards to real estate markets, some potential buyers returned to the market after the nationwide election was over but amidst numerous variables in government policies notably including taxation reform. The Central Bank governor further reminded potential house buyers about the risks in interest rates, leading to speculation in the markets that interest rate would turn upward before too long. Meanwhile, numerous construction projects were completed heavily, bringing up the supply. The consumption of such buildings so constructed would mean quite a pressure in the real estate markets. In the Company, we anticipate to see these construction projects to be completed and presented to house buyers in 2015: Taipei Prince Fu Project II, Taichung Cloud Century Region A, Hai Yen, Chin /Fon Gin, Tainan Prince Floral Bo Project V and the like.

In respect to outward investments, we should continually operate and manage the hostels and institutions by means of BOT mode to be used as a solid source of income. With hands-on experiences accumulated in W-HOTEL success, we would elaborately map out The Splendor Hotel Taichung which is universally believed as a new fashionable landmark in the future as another brilliant aspect of performance.

III. Prospective Development Strategies of the Company

always consistent despite economic variations. Under such a philosophy and belief, we prudentially observe extensive aspects toward varied customer bases and varied locations with efforts made for continued innovations along with convenient science and technology and upgrades in construction quality to enhance our brand names. Through such efforts toward overall resources in combination, we should be able to successfully break through the slow market to make the vision of Prince Housing & Development Corporation more extensive. In the Company, each and every team member firmly dedicates himself or herself to the promise of “refined quality, upgraded services, incessant innovation to create excellent intellectual and healthy houses well worth their value.” With our solid step-by-step efforts, we shall create new enterprises for a blessed lifestyle to be co-shared with our cherished shareholders, employees, customers and the entire society.

Chairman: Cheng Kao-Hui Executive Manager: Hsieh Ming-Fan Head Accountant: Tai Ta-Chang

II. Report by the Supervisors in the Review of the Company’s Final Account, 2014 is proposed for resolution.

Descriptions:

Supervisors’ Report in the Most Recent Year

To: The General Meeting of Shareholders as of year 2013

The undersigned has duly audited the Operating Report, Financial Statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2014, and found the same to be true and correct. Therefore, the Supervisors’ Report is hereby issued in accordance with Article 219 of Company Law. Prince Housing & Development Corp. Supervisors:

Ying-Nan Chuang

Chao-Wen Huang

Jing-Shin Chen

Chien-Hung Chen

March 20, 2015

III. Report of the Aggregate Total of Endorsements/Guarantees Granted by the Company 2014:

As of December 31, 2014, the endorsements/guarantees granted by the Company are enumerated below and hereby submitted for information.

	Expressedin Thousand NewTaiwan Dollars	Expressedin Thousand NewTaiwan Dollars
Targets of Endorsements/Guarantees	Amounts of Endorsements/Guarantees atEnd oftheTerm	Amounts of Endorsements/Guarantees ActuallyDisbursed
Ta Chen Construction & Engineering Corp.	1,900,000	160,256
The Splendor Hospitality InternationalCo.,Ltd.	2,000,000	1,773,973

IV. Report of the Funds Granted by the Company to Others 2014:

As of December 31, 2014, the Company had not loaned any funds to others. This fact is reported for information.

V. Report of the Status quo Corporate Bonds Issued by the Company:
(I) As officially resolved in the board of directors meeting convened on August 24, 2011, the Company should issue the first secured convertible corporate bonds amounting to NT$1~1.5 billion and the second unsecured convertible corporate bonds amounting to NT$1~1.5 billion, in the aggregate total of NT$2~3 billion for which the Chairman was authorized with full power to issued within the specified limits as the market situations may justify as a means to raise long-term funds to intensify the Company’s financial structure.
(II) As officially resolved in the board of directors meeting convened

on March 26, 2012, the Company should issue the first secured domestic common corporate bonds 2012 in the aggregate total of NT$2 billion for which the Financial Supervisory Commission already approved for raising with Letter Chin-Kuan-Cheng-Fa-Zi 1010029026 dated July 2, 2012. The Company already completed the raising process in full on July 12, 2012.

(III) As officially resolved in the board of directors meeting convened on March 15, 2013, the Company should issue the first secured domestic common corporate bonds 2013 in the aggregate total of NT$2.5 billion for which the Financial Supervisory Commission already approved for raising with Letter Chin-Kuan-Cheng-Fa-Zi 1020040481 dated October 15, 2013. The Company already completed the raising process in full on November 21, 2013.

VI. Report of Other Issues Concerned:

The issue to enact “the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies” is proposed for resolution.
Descriptions: In an attempt to help the Company fulfill Corporate Social Responsibility and to boost balanced and sustainable economic, social, environmental and ecological development, it is proposed that “the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies” should be duly enacted with reference to the “the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies”. Please refer to this Handbook, Appendix No. III for more details.
The Company’s “Best-Practice Principles on Good Faith Management” and “Procedures and Behavioral Guidelines on Good Faith Management” are hereby duly proposed for resolution.
Descriptions: In an attempt to help the Company set up corporate culture of good faith management, assure sound corporate

development and provide a referential framework to set up sound commercial operations, it is proposed that the Company’s “Best-Practice Principles on Good Faith Management” and “Procedures and Behavioral Guidelines on Good Faith Management” should be duly enacted with reference to “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies” promulgated by the Taiwan Stock Exchange Corporation (TWSE) and the laws and ordinances concerned prevalent in the venue where the Company and the Conglomerate are located. Please refer to this Handbook, Appendix No. IV for more details.

Information relevant to the proposals posed by shareholders who hold over 1% of the aggregate total issued and outstanding shares of the Company.

Descriptions: As expressly provided for in Article 172-1 of the Company Act, shareholders who hold over 1% of the aggregate total issued and outstanding shares of the Company may propose for the convening of a regular shareholders meeting. The Company could have entertained such proposals posed from the shareholders from April 10, 2015 to April 20, 2015. During the aforementioned timeframe, the Company did not receive such proposal from any shareholder.

Issues to be Acknowledged

Issue No. I: The Company’s Business Report and Financial Statements 2014 are Herewith Duly Submitted for Acknowledgement (Proposed by the Board of Directors). Descriptions: The Company’s 2014 final account documents had been duly resolved in the 9[th] board of directors meeting of Session Fourteen, 2015 and, subsequently, duly audited by the Supervisors and are hereby submitted for acknowledgement.

(For more details, please refer to this Handbook, Appendix No. I and, Appendices No. V & VI).

Share No. 65178 Mr. Sun questioned:

1.Other revenue is less than preivous year. What is the breakdown of this deduction?
2.Excutive manager ‘s remuneration is $15 million, is this reasonable?
3.Vice chairman ‘s remuneration is about $10 million, is this reasonable?

Respon from CPA: other revenur of 2013 is higher than 2014 because of the gain on reversal of reserve of contigent service cost about $300 million.

Respon from Excutive Manager: remuneration of the

mangement is the dicision resolver from the compensation commitee.

Decision resolved:

Voting Result-The number of shares with voting rights represented by the shareholders present at the time of voting was1,057,372,158votes. The number of votes for approval was 1,041,262,224, accounted for 98.48% of total shares with voting rights present. The number of votes for disapproval was 723,616, accounted for 0.07% with voting rights present. The number of votes for abstaining was 15,386,318 , accounted for 1.45% with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting

Issue No. II: That the Proposal for Allocation of the Company’s Earnings in 2014 is to be Acknowledged (Proposed by the Board of Directors). Descriptions: 1. The Company’s 2014 proposal for

The Company’s 2014 proposal for allocation of earnings, had been duly resolved in the 9[th] board of directors meeting of Session Fourteen, 2015, and subsequently was duly audited by the Supervisors.
It is proposed that NT$0.8 should be allocated as the dividend in cash per share. In the event that that the ratio of dividend to shareholders is changed as a result of the Company’s repurchase of its shares, transfer, conversion or revocation of treasury stocks or capital increase through cash injection which affect the number of the issued and

outstanding shares, the board of directors is authorized with full power to take actions and to make adjustment as appropriate.

For more details, please refer to the Company’s Allocation of Earnings, 2014.

(For more details, please refer to this Handbook, Appendix No. VII).

Decision resolved:

Voting Result-The number of shares with voting rights represented by the shareholders present at the time of voting was1,057,372,158votes. The number of votes for approval was 1,041,262,224, accounted for 98.48% of total shares with voting rights present. The number of votes for disapproval was 725,675, accounted for 0.07% with voting rights present. The number of votes for abstaining was 15,386,318 , accounted for 1.45% with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting

Issues to be Discussed

Issue No. I: It is Proposed that the Company’s Articles of Incorporation Should be Amended. For Contents Before and After Amendment in Comparison, Please Refer to this Handbook, Appendix No. VIII. Please Resolve the Decision as Appropriate. (Proposed by the Board of Directors).

Descriptions:Amendment of the Articles of Incorporation in

wording as appropriate.

Decision resolved:

Voting Result-The number of shares with voting rights represented by the shareholders present at the time of voting was1,057,372,158votes. The number of votes for approval was 1,041,239,698, accounted for 98.47% of total shares with voting rights present. The number of votes for disapproval was 735,204, accounted for 0.07% with voting rights present. The number of votes for abstaining was 15,397,256 , accounted for 1.46% with voting rights present. Adopted by a majority vote of the shareholders present who represent a majority of the total number of its outstanding shares. Approved and acknowledged as proposed by the Board of Directors by voting

Extraordinary Motions

Adjournment of the Meeting

Appendix No.I

Business Report

I. Report on the Business Performance in the Preceding Fiscal Year:

Looking back over year 2014 while the global economy showed signs of growth, economic performances were increasingly varied in different nations and regions. The United States in that year was in a stable revival in its economy as the very momentum for the entire world economy. The Euro regions could merely grow at an insignificant pace amidst high unemployment and commodity prices problems. Japan and South Korea appeared weak in domestic demand. In China under the government policies, economy grew at a slow-down pace and, in turn, affected the performance in export of the peripheral regions, notably Japan, South Korea, Association of Southeast Asian Nations (ASEAN) and Taiwan. As a natural result, entrepreneurs in Taiwan hold a relatively conservative attitude toward future economy.

With respect to real estate markets, during nationwide election campaigns, the key mass media normally focused on political issues while the potential real estate buyers held a wait-and-see attitude. Furthermore, amidst worries about the proposed tax reform, the general public was hesitant and the macro-real estate markets appeared unoptimistic. In turn, construction firms were deferring their presentation of new construction projects, leading to an unpromising aspiration in real estate. Here at the Company, our entire team was still keeping to our promises in peripheral regions of urban areas characterized by providing the convenient facilities of life and transportation, e.g., the special zones of Taiwan High Speed Rail, regions along the mass rapid transit systems and Metropolitan Taichung Area as the hot spots for our large scale programs. Further echoing the government policies, we successfully launched our Great Blessing Slogan in Metropolitan Tainan Area and harvested the bumper crops. In the current year, the significant large

construction programs concluded include: Taipei Prince Tanmei, Taichung Cloud Century Regions B, C, Jing-Yun-Sian, Tainan Prince WIN-W Suites A, B, Prince WIN-I Mansion among others.

II. Operating Plans of the Year Summary:

Looking ahead toward 2015 while the global economy is believed to turn upward, the economic growth rates in European and American nations might increase over the previous years to offset the passive impact of a slow economy in China. In turn, the trade growth throughout the world will be encouraged. Amidst such advantageous incentives, Taiwan should be a beneficiary. Where the Company showed already quite high base in domestic demand consumption and investment in 2014, we expect to outperform 2014 in Year 2015, but not quite significantly.

pressure in the real estate markets. In the Company, we anticipate to see these construction projects to be completed and presented to house buyers in 2015: Taipei Prince Fu Project II, Taichung Cloud Century Region A, Hai Yen, Chin /Fon Gin, Tainan Prince Floral Bo Project V and the like.

III. Prospective Development Strategies of the Company

In the days and years ahead, the real estate markets will be in an era of “brand name wars amidst performances in individual cases”. Our entire team insists on the pursuit of the philosophy of “Three Excellences Amidst Reasonable Prices,” with a firm belief that housing demands are always consistent despite economic variations. Under such a philosophy and belief, we prudentially observe extensive aspects toward varied customer bases and varied locations with efforts made for continued innovations along with convenient science and technology and upgrades in construction quality to enhance our brand names. Through such efforts toward overall resources in combination, we should be able to successfully break through the slow market to make the vision of Prince Housing & Development Corporation more extensive. In the Company, each and every team member firmly dedicates himself or herself to the promise of “refined quality, upgraded services, incessant innovation to create excellent intellectual and healthy houses well worth their value.” With our solid step-by-step efforts, we shall create new enterprises for a blessed lifestyle to be co-shared with our cherished shareholders, employees, customers and the entire society.

Chairman: Cheng Kao-Hui Executive Manager: Hsieh Ming-Fan Head Accountant: Tai Ta-Chang

Appendix No.II

Supervisors’ Report in the Most Recent Year

To: The General Meeting of Shareholders as of year 2013 The undersigned has duly audited the Operating Report, Financial Statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2014, and found the same to be true and correct. Therefore, the Supervisors’ Report is hereby issued in accordance with Article 219 of Company Law. Prince Housing & Development Corp. Supervisors: Ying-Nan Chuang Chao-Wen Huang Jing-Shin Chen Chien-Hung Chen Jheng-Yang Lin March 20, 2015

Appendix No. III

Prince Housing & Development Corporation the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies

Chapter One General Provisions

Article I

In an attempt to fulfill the Corporate Social Responsibility, accomplish advancement in economy, environment and society toward the target of sustainable development, the Company has duly enacted these Regulations with reference to “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies” for faithful compliance.

These Regulations are applicable to overall operating activities of the Company and the entire Conglomerate.

Article II

Article III

At the same time while the Company operates business, the Company shall put forth its maximum possible efforts to put the Corporate Social Responsibility into enforcement to live up to the up-to-date trends in the international community. Further through corporate citizenship liability, the Company shall boost its contribution to the national economy, upgrade the quality of the lifestyle of the Corporation’s and entire society so as to, in turn, enhance the corporate social responsibility oriented competitive edge.

While fulfilling the corporate social responsibility, the management and entire staff of the Company shall be watchful of the interests of the interested parties. At the same

time to strive for sustainable development and profits, the management and entire staff of the Company shall be watchful of all factors in environments, society and corporate governance and shall put these factors into the managerial policies and business activities.

Article IV

The Company shall fulfill the Corporate Social Responsibility through the principles enumerated below:
I. Put into implementation thoroughly corporate governance.
II. Develop environments for sustainable development.
III. Safeguard public interests in the society.
IV. Intensify disclosure of corporate social responsibility related information.

Chapter Two Faithful Implementation of Corporate Governance

Article V The Company shall duly enact effective framework for corporate governance and relevant moral criteria and details in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and “Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies” to assure sound corporate governance.

Article VI The Company’s board of directors shall exercise due diligence as a bona fide administrator to urge the Company to fulfill the corporate social responsibility and shall reassess the enforcement and continually improve the performance to assure faithful fulfillment of corporate social responsibility.

Article VII

To assure wholesome management over corporate social

responsibility, the Company should set up full-time (part-time) departments to fulfill corporate social responsibility.

Article VIII
The Company shall faithfully honor the interests of interested parties, identify the Company’s interested parties, and shall further set up a special area for interested parties at the Company’s website to look into the rational expectations and demands of interested parties through sound communication and respond to the key issues about corporate social responsibility within their concerns.

Chapter Three Development of Sustainable Environments

Article IX The Company shall faithfully comply with laws and ordinances concerned and the relevant rules and regulations prevalent in the international community to properly safeguard the natural environment. At the same time upon implementation of business operation activities and internal management, the Company shall put forth maximum possible effort to accomplish the goals of sustainable environments.
Article X
The Company shall put forth maximum possible efforts to boost the efficiency in utilization of a variety of resources and shall adopt recycled resources that would impose the least possible burden upon environments to assure sustainable utilization of resources on earth.
Article XI
The Company shall carry out environmental management based on the attributes of the businesses to minimize the potential impact by the Company’s business operation upon the natural environments.
Article XII The management and entire staff of the Company shall take

into account the potential impact of the Company’s business operation upon the benefits of ecology, promote and carry out promotional propaganda the concepts of sustained consumption and shall further engage in research & development, procurement, production, operation, services and such operating activities based on the principles enumerated below so as to minimize the potential impact upon the Company’s business operation and natural environments:

I. Minimize the consumption of resources and energy for products and services.
II. Minimize the discharge of pollutants, toxic substances, and wastes as well as dispose waste in an appropriate manner.
III. Maximize sustained utilization of recyclable resources.

Article XIII

The Company shall be watchful of the impact of climatic change upon the Company’s business operations by adopting criteria or guidelines prevalent at home and abroad and conduct investigation into greenhouse gas and disclose the findings so obtained.

Chapter Four Maintenance of Public Interests to the Society

Article XIV

The Company shall, in compliance with the human rights on labor prevalent in the international community, e.g., freedom in organization of association, collective bargaining, extend concern toward underprivileged elements, a ban on hiring child workers, eliminating a variety of forced work, discrimination in hiring and employment and assure that the use of human resources would be free of discriminative

terms in genders, social & economic classes, ages, marital status and family conditions to assure equality and fairness in employment, hiring conditions, salaries, remuneration, training programs, evaluation, opportunities of promotion.

Article XV The Company shall provide employees with adequate information to keep them well informed of the labor laws and ordinances concerned prevalent in the countries where the Company operates business operation.
Article XVI The Company shall provide employees with safe and sound working environments and put forth maximum possible efforts to minimize potential hazardous elements against safety & health of employees to prevent potential occupation-oriented calamities.
Article XVII The Company shall create sound and wholesome environments to facilitate employees in their career development.
Article XVIII The Company shall set up sound channels for dialogues and communications with employees on a regular basis to offer the room for the employees to keep them informed of and express their opinions about the Company’s managerial activities and policymaking process.
Article XIX The Company shall assume responsibility and fulfill the marketing ethics with products to put into implementation thorough compliance with relevant laws and ordinances and fulfill the protection of consumers’ interests.
Article XX The Company shall faithfully check and safeguard the quality of products and services in accordance with the laws and ordinances concerned of the government and the relevant norms.

The Company shall faithfully market and label the products and services exactly in accordance with the laws and ordinances concerned, without any acts to cheat, mislead, defraud consumers or by any other means damage the trust of consumers or by any acts that impair the interests of consumers.

Article XXI The Company shall faithfully comply with the Personal Information Protection Act and such laws and ordinances concerned to definitely respect consumers’ privacy and safeguard consumers’ personal information.
Article XXII The Company shall faithfully evaluate the impact of the procurement behaviors upon the environments in the supply origin communities and upon the society. The Company shall further team up with suppliers in compliance with the requirements in environmental protection, safety & health to jointly put into implementation thoroughly Corporate Social Responsibility.
Article XXIII The Company shall participate in community development, community education and such civil organizations, charity entities or other activities under the auspices of the local governments by means of commercial activities, donation with objects in kind, corporate volunteer services or other professional public interest services so enhance sound development of communities.

Chapter Five Intensifying Disclosure of Information of Corporate Social Responsibility

Article XXIV The Company shall make information public with reference to the laws and ordinances concerned and “Corporate

Governance Best Practice Principles for TWSE/TPEx Listed Companies” and shall adequately disclose the Corporate Social Responsibility related information that would be vitally important for relevance and trustworthiness so as to upgrade transparency of information.

Article XXV

While working out the Corporate Social Responsibility Report, the Company shall take reference to the reports of such attributes prevalent in the international community as the guide to faithfully disclose performance in corporate social responsibility and shall, meanwhile, obtain confirmation or guarantees from a third party to assure trustworthiness of such information.

Chapter Six Supplementary Provisions

Article XXVI The Company shall stay watchful of the updates and changes of the Corporate Social Responsibility related environments and rules and regulations at home and abroad and, in turn, assess and upgrade the Corporate Social Responsibility System established by the Company so as to boost the performance of Corporate Social Responsibility.
Article XXVII These Regulations shall be put into enforcement after being resolved in the board of directors and shall be reported to the shareholders’ meeting. This same provision is applicable mutatis mutandis to an event of amendment.

Appendix No. IV

Prince Housing & Development Corporation Best-Practice Principles on Good Faith Management

Article 1 (Objectives of Enactment and Scope of Applicability) These Principles are duly enacted with reference to the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” in an attempt to set up sound corporate culture of good faith management and sound mechanism for risk control to assure a wholesome sustainable management and development. The Company’s subsidiaries and entities or juristic persons, such groups and organizations shall enact their respective Best-Practice Principles on Good Faith Management on the grounds of the spirit of these Principles.

Article 2 (Ban on All Sorts of Unfaithful Behaviors)

The Company’s directors and supervisors, managerial officers, employees, appointees or those with substantial powers of control (hereinafter referred to as substantial controllers) shall not provide, commit for, request or accept any unjustifiable interests or commit any acts in contravention of faithfulness, law or delegated obligations authentication obtain or maintain interests (hereinafter referred to as unfaithful behaviors）either directly or indirectly during the process of commercial acts. .

The targets of behaviors mentioned in the preceding paragraph include public servants, political election candidates, personnel serving political parties and holding positions in political parties, directors (council members) and supervisors (councilors), managerial officers, employees substantial controllers or other

interested parties.

Article 3

(Styles of Interests)

The term “interests” as set forth herein denotes all articles with pecuniary values, including cash, gifts, commission, position titles, privileges, kickbacks in any forms or names, but excluding the same oriented to normal social courtesy, as occasional offer not likely to adversely affect specific rights & obligations.

Article 4 (Law Compliance)

The Company shall faithfully comply with the Company Act, Securities and Exchange Act, Commercial Accounting Law, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interests, rules and regulations governing Exchange-Listed and OTC-Listed Companies or other commercial act related laws to put into implementation thoroughly the fundamental premise for good faith management.

Article 5 (Policies)

The Company shall, in the philosophy of integrity, transparency and responsibility, enact good faith management based policies and shall set up sound mechanisms in corporate governance and risk control to create a business operation environment for sustainable development.

Article 6 (Preventive Measures)

Where enacting the good faith management policies, the Company shall expressly enact the practice rules and the programs to prevent potential unfaithful behaviors (hereinafter referred to as “preventive measures”), including operating

procedures, behavioral guidelines and educational & training programs.

In the process while the Company enacts the preventive measures, the Company shall stay in close communications with employee,unions, key counterparts of commercial transactions or other interested parties.

Article 7

(Scope of Preventive Measures)

Upon enacting the preventive measures, the Company shall analyze the operating activities with higher unfaithful behaviors risks and shall strengthen the preventive measures.

The preventive measures enacted by the Company shall include the preventive measures covering the minimum of the behaviors below:

I. Offering and accepting a bribe.
II. Providing unlawful political donation.
III. Unjustifiable charity donation or sponsorship.
IV. Offering or accepting unjustifiable gifts, entertainment or other unjust enrichment.
V. Infringing upon business secrets, trademarks, copyrights or other intellectual property rights.
VI. Engaging in unfair competitions.
VII. Direct or indirect infringement upon consumers or other interested parties’ interests, health and safety in research & development, procurement, manufacture, provision or sales of the products.

Article 8 (Commitment and Implementation)

The Company shall, in the rules and regulations concerned, expressly depict the good faith management policies and the commitment by the board of directors and the management in faithful fulfillment of good faith management policies and shall enforce the good faith management in the internal management and commercial activities.

Article 9 (Faithful Commercial Activities)

The Company shall, in the principle of good faith management, proceed with commercial activities in a fair and transparent manner.

Before the start of commercial transactions, the Company shall take into account the relevant agents, suppliers, customers or other counterparts in commercial transaction about their legality and whether or not they have got involved in unfaithful behaviors and shall prevent potential transactions with the counterparts with alleged unfaithful behaviors.

Where the Company executes contracts with relevant agents, suppliers, customers or other counterparts in commercial transactions, the contents of such contracts shall include the good faith management policies and such clauses that whenever a counterpart is found involved in an unfaithful behavior, the Company may have the Agreement terminated or rescinded forthwith.

Article 10 (Ban on Offering and Accepting a Bribe)

Upon implementation of business operation, the Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control

capability shall not provide, commit, request or accept unjust enrichment in any attributes from customers, agents, contractors, suppliers, public servants or other interested parties.

Article 11 (No Provision of Political Donation)

Under no circumstances shall the Company offer a political donation.

Article 12 (Ban on Unjustifiable Charity Donation or Sponsorship)
The Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall assure that all charity donation or sponsorship shall be consistent with laws and ordinances concerned and the procedures for internal operations without being a bribe in any disguise.
Article 13 (Ban on Unjustifiable Gifts, Entertainments or Other Unjust Enrichment)
The Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall not provide or accept any unjustifiable gifts, entertainments or other unjust enrichment either directly or indirectly in an attempt to set up commercial relationship or affect commercial transactions.
Article 14 (Ban on Infringement Upon Intellectual Property Rights)

The Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall faithfully comply with intellectual property rights related rules and regulations, internal o eratin rocedures of the Com an and re uirements in p g p p y q

contracts. Under no circumstances shall they use, divulge, dispose of, destroy or take other acts in infringement upon intellectual property rights unless consented by the intellectual property right holders.

Article 15 (No Act in Unfair Competition)

While engaging in business operation, the Company shall faithfully comply with the Fair Trade Law and competition related laws and ordinances without any act in unfair competition.

Article 16 (Preventive Measures for Products or Services from Infringing Upon Interested Parties )

During the process of research & development, procurement, manufacture, provision or marketing of products and services, the Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall faithfully comply with the laws and ordinances concerned to assure that the products, labeling and service related information is transparent and safe and shall set up and make public the policies to protect consumers and other interested parties and shall put them into implementation thoroughly in the business operation to prevent the products or services from infringing upon the interests, health and safety of consumers or other interested parties either directly or indirectly. Where facts are found that the products, services are likely to endanger the interests, health and safety of consumers or other interested parties, the Company shall, in principle, retrieve products of that batch or discontinue the services forthwith.

Article 17 (Organization and Responsibilities)

The Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall exercise due diligence as a bona fide administrator to urge the Company to prevent
potential unfaithful behaviors and shall, meanwhile, reassess the of to assure
performance implementation thorough implementation of the good faith management policies.

To assure sound management over good faith management, the Company shall set up the Implementation Task Force under the board of directors to assume the responsibility to implement and superintend the implementation. The Task Force shall primarily take charge of the following issues and shall report to the board of directors on a regular basis:

I. Help embed the good faith management and moral values into the Company’s business operation policies and, in coordination with laws and ordinances concerned, enact the measures to assure sound implementation of good faith management and prevention against fraudulent practices.
II. Help enact the programs to prevent potential unfaithful behaviors (All preventive measures enacted by the units concerned shall be unfolded in accordance with Article XXI “Operating Procedures and Acting Guidelines” ).
III. All business operation, implementation organization, authorized personnel complement and functions within the scope of business operation that are subject to higher risks in unfaithful behaviors shall be embedded into the functions and the inter-superintendent mechanism.
IV. Im lement and coordinate with the romotional ro a anda p p p p g

and educational & training programs on the good faith management.

V. Superintend and report an offense against the operation of the system to assure effectiveness of the implementation.
VI. Help the board of directors and the management evaluate the preventive measures established for good faith management to make sure whether they have been under effective operation, and evaluate the compliance on a regular basis and work out reports accordingly.
Article 18 (Law Compliance in Implementation on Business)
While engaging in business operations, the Company and the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall faithfully comply with laws and ordinances concerned and preventive measures.
Article 19 (Avoidance from Conflict of Interests)
The Company shall duly enact policies to prevent potential conflicts of interests as the grounds to identify, superintend and manage potential risks in conflicts of interests that might lead to unfaithful behaviors and to provide appropriate channels to the directors and supervisors, managerial officers and other interested parties who attend or participate as a non-voting guest participant in the board of directors meeting to takes the initiative to declare whether they have been in potential conflicts of interests with the Company.

Where an issue in the agenda is found in interest involvement with the directors and supervisors, managerial officers and other interested arties who attend or artici ate as a non-votin uest p p p g g

participant in the board of directors meeting themselves or the juristic persons they represent, they shall, for the board of directors meeting in that session, clarify the key contents of the relationship of interests. In the event that the issue proves likely to jeopardize the Company’s interests, they shall not participate in the discussion and voting process and shall withdraw from conflict involvement (recusal) during the in the discussion and voting process and shall not exercise voting power for and on behalf of another director. All directors shall assure sound self-discipline themselves and shall not engage in undue inter-support among themselves.

The Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability shall not take advantage of their position titles or influence serving in the Company to enable themselves, their spouses, parents, children or other people to obtain unjust enrichment.

Article 20 (Accounting and Internal Control)

Against business operation subject to higher risks in unfaithful behaviors, the Company shall set up effective accounting system and internal control system and shall not hold accounts externally or retain reserved secret accounts and shall evaluate them closely from time to time to assure sustained effectiveness in the design and implementation f such systems.

The Company’s Audit Office shall audit the compliance with the systems mentioned in the preceding paragraph on a regular basis to work out audit reports and submit them to the board of directors. The Audit Office may, as well, retain a Certified Public Accountant to conduct audit and ma also retain rofessionals to y p

help as necessary.

Article 21 (Operating Procedures and Acting Guidelines)

The Company shall duly enact the Operating Procedures and Acting Guidelines in accordance with Article VI to concretely regulate the Company’s directors and supervisors, managerial officers, employees, and the substantial controllers in the important notes they should follow upon implementation of business operation. The contents of measures to prevent shall include the minimum of those enumerated below:

I. The criteria to identify offering or accepting unjust enrichment.
II. No offering of political donation.
III. Procedures on provision of justifiable charity or sponsorship and the relevant regulations to review such procedures.
IV. Provisions to prevent conflicts of interests with positions, the declaration and management procedures thereof.
Terms on confidentiality protection measures on business secrets and commercially sensitive information which is obtained on business operation.
Measures to prevent and procedures to deal with suppliers, customers and business counterparts with alleged unfaithful behaviors.
VII. The measures to deal with an enterprise which is found to have breached Best-Practice Principles on Good Faith Management.
VIII. Disciplines and penalty against an offender.

Article 22 (Educational & Training Programs and Evaluation Thereof)

The Company shall sponsor or encourage the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability to participate in the relevant educational & training programs and promotional propaganda about good faith management either inside or beyond the Company and shall invite those counterparts that engage in commercial behaviors with the Company to participate in the events to make them foster adequate awareness and resolve about the Company’s good faith management, policies, the preventive measures and the consequence from unfaithful behaviors.

The Company shall have the good faith management policies associated with evaluation of employees performance and human resources policies and shall set up definite and effective rewarding and punishment systems.
Article 23 (System to Report an Offense)
The Company shall set up a concrete system to report an offense and shall put the system into faithful implementation, with concrete contents which shall include the minimum of the following:
I. Set up and promulgate the independent mailbox, telephone number inside the Company or delegate another outsourced independent entity to provide mailbox, telephone number to report an offense, to be used by all personnel either inside or beyond the Company.
II. Appoint the special personnel or unit(s) to investigate reports of an offense. Where a report of an offense involves a director or a ranking department head, it shall be reported

to the independent directors or supervisors. The Company shall set up the categories of the reports of offenses and the operating procedures for investigation.

III. The procedures to entertain, investigate a report of an offense, results of investigation and the relevant papers shall be covered in the records and shall be duly archived.
IV. The identities of the reporters of an offense and the contents of the report of an offense shall be classified confidential.
V. The Company shall protect the reporter of an offense from unjustifiable measures due to their reporting of an offense.
VI. Incentive measures to encourage reporters of an offense.
The special personnel or unit of the Company that entertains report of an offense shall, whenever noticing a significant default or a fact that might lead to a significant impairment to the Company from the report of an offense, immediately work out a report and inform the independent directors or supervisors in writing forthwith.

Article 24 (Discipline and Appeal System)

The Company shall expressly enact and promulgate the discipline and grievance system upon an offense against good faith management principles and shall disclose the name, position title, date of violation, contents of violation and contents of discipline and such information through the website inside the Company in real time.

Article 25 (Disclosure of Information)

The Company shall set up quantitative data in implementation of good faith management to continually analyze, evaluate the performance of implementation in the good faith management policies and shall disclose the measures adopted for good faith management through the Company’s website, annual report and Prospectus, facts of fulfillment and the performance in implementation of the aforementioned quantitative data. Besides, the Company shall promulgate the contents of the Best-Practice Principles on Good Faith Management through the Market Observation Post System (MOPS).

Article 26 (Reassessment and Amendment of the Good Faith Management Policies and Measures)

The Company shall, at anytime, be closely watchful of development of good faith management related norms at home and abroad and shall encourage the directors and supervisors, managerial officers, employees, to offer proposals as the grounds to evaluate and enhance the good faith management policies established by the Company and the measures of implementation so as to put into implementation thoroughly the performance of good faith management.

Article 27 (Enforcement)

The Company’s Best-Practice Principles on Good Faith Management shall be put into enforcement after being resolved in the board of directors and shall be submitted to the supervisors and the shareholders’ meeting. This same provision is applicable mutatis mutandis to an event of amendment.

The Company has set up independent directors. Where the Best-Practice Principles on Good Faith Management are

submitted to the board of directors for discussion in accordance with the preceding paragraph, the Company shall take into adequate account the opinions of the independent directors which shall be expressly remarked in the minutes of the board of directors meeting. An independent director who is unavailable to attend a board of directors meeting to speak up his or her opinion in person or who expresses reserved opinion shall issue the opinions in writing beforehand unless backed up with justifiable opinions which shall be expressly remarked in the minutes of the board of directors meeting.

Article 28

(Enactment)

These Principles are duly enacted on May 4, 2015.

Appendix No.IV

Prince Housing & Development Corporation Procedures and Behavioral Guidelines on Good Faith Management

Article 1 These Operating Procedures and Acting Guidelines are duly enacted by the Company with reference to the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and laws and ordinances concerned as the very grounds to assure fair, faithful, trustworthy, transparent practices of commercial activities to put into implementation thoroughly good faith management policies, to prevent unfaithful behaviors to concretely regulate the Company’s personnel with important notes in their routine performance of duties.

The Company’s subsidiaries, other juristic (corporate) persons and such entrepreneurial organizations with control powers shall duly enact their respective Procedures and Behavioral Guidelines on Good Faith Management on the grounds of spirit of Operating Procedures and Acting Guidelines.

Article 2 The term “personnel” as set forth in these Operating Procedures and Acting Guidelines denotes the Company’s directors and supervisors, managerial officers, employees, appointees and the personnel with substantial control capability.

Where the Company’s personnel provides, commits for, requests, accepts unjust enrichment through a third party, all such acts are resumed to have been committed b the p y

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Company’s personnel.

Article 3 The term “unfaithful behaviors” as set forth in these Operating Procedures and Acting Guidelines denotes the behaviors committed by the Company’s personnel during the process in performance of duties by providing, accepting, committing for, requesting any unjust enrichment either directly or indirectly or by engaging in unfaithful, lawful or in contravention of delegated obligations in an attempt to obtain or maintain interests.

Article 4 The term “interests” as set forth in these Operating Procedures and Acting Guidelines denotes cash, present, gift, commission, position title, services, preferential terms, kickback, mediation fee, entertainment, social events or otherwise with values.
Article 5 Here at the Company, the Good Faith Management Task Force is designated as the ad hoc unit under the board of directors. The Good Faith Management Task Force shall draw up the amendment of the Operating Procedures and Acting Guidelines and, exactly as required under the Company’s “Best-Practice Principles on Good Faith Management”, assemble and examine how the entire Company and all units thoroughly implement good faith management, render inter retation and in uir services. The Good Faith p q y

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Management Task Force shall carry out the key tasks enumerated below and shall report to the board of directors on a regular basis:

I. Help embed the values of good faith management and moral into the Company’s managerial strategies, enact the anti-fraud measures exactly in coordination with the requirements of laws and systems.
II. Implement the anti-unfaithful behaviors programs and enact relevant criteria of Operating Procedures and Acting Guidelines within a variety of work programs.
III. Implement the internal organization, work out the planning about responsibilities and powers and embed relevant inter-monitor check-and-balance control mechanisms against the business operation activities subject to higher unfaithful behaviors risks.
IV. Inspect over the good faith management policy oriented educational & training programs.
V. Monitor the planning of the offense-reporting system and check and verify the effectiveness in performance.
VI. Help the board of directors and the management about how they put into implementation thoroughly the preventive measures set up for good faith management policy and evaluate the compliance on the relevant operating procedures and work out reports on a regular basis.

Article 6 Where the Company’s personnel provide, accept, commit or request the benefits set forth under Article IV either directly or indirectly, such personnel shall check and verify that they

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satisfy the requirements set forth under “Best-Practice Principles on Good Faith Management” and these “Operating Procedures and Acting Guidelines” and shall duly proceed with based on the relevant procedures except an event that falls within a situation among those enumerated below:

I. A travel visit necessitated for business at home (and abroad), reception of foreign visitors with communications and coordination which are independently and shall be conducted based on the local courtesy, customs or habits.
II. Normal routine and social activities on the grounds of regular social courtesy, commercial objectives intended to boost relationships or invite other people to sponsor such activities.
III. Inviting customers or specific targets into commercial activities necessitated for business needs of determining how the expenses shall be paid, the rough number of participants, lodging quality, and duration of stay have been expressly specified exactly in accordance with the Company’s procedures.
IV. Participation in and inviting general public to participate in the folklore festival activities in an open manner.
V. Other activities as satisfactory to the Company’s requirements.

Article 7 Where the Company personnel are provided or committed to provide the benefits as set forth under Article IV directly, the issues shall be duly handled in accordance with the procedures below exce t the situations mentioned in the recedin p p g

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Article:

I. The one who provides or commits should be the one irrelevant in interested involvement in business. The issue should be reported to the immediate department head or group head within three (3) days after acceptance and shall be informed to the Company’s Audit Office as necessary.
II. Where the one who provides or commits is the one irrelevant in interested involvement in business, the provision or commitment should be returned or rejected and shall be reported to the group head and the group head shall inform the Company’s Audit Office.
The term “relevant in interested involvement in business” as set forth in the preceding paragraph denotes an event that falls within a situation among those enumerated below:
I. Where the target is in relationship of business operation transaction, domination, superintendence or such relationship of offering auxiliary (incentive money).
II. Where the target is in relationship of striving for, proceeding with business undertaking, transaction or other contract relationship.
III. Others who are subject to positive or negative impacts under the Company’s business decisions, whether to go to withdraw.

Upon occurrence of an event set forth under Paragraph I, the immediate department head over the Company’s personnel shall offer suggestion regarding return, acceptance with pay, acceptance for the Company, forwarding to charity or other su estion as a ro riate iven the attribute and value of the gg pp p g

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offer, and submit the suggestion to the group department head for approval before implementation accordingly and shall keep the Audit Office informed of the outcome simultaneously.

Article 8 Under no circumstances shall the Company offer or commit to any mediating fees.

Where the Company’s personnel provides or commits to mediating fees as a result of intimidation or threat, such personnel shall record the process and report to the immediate department and group department head and shall team up with the relevant units to launch investigation and settlement. In case of unlawful practice found, immediately report to the judicial authority.

Article 9 Under no circumstances shall the Company offer political donations.
Article 10 The Company may offer charity donation or sponsorship only on the grounds of the following requirements and the “Regulations Governing Review & Management over Sponsorship/Donation Toward Society” enacted by the Company:
I. It should satisfy the requirements set forth under the laws and regulations prevalent in the places where the business operations are located.
II. That the policymaking process should be duly worked out in writing.
III. The donees shall only be the charity organizations without a bribe in another guise.

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IV. The feedback obtainable from sponsorship should be definite and rational and should not come from the counterparts in business transaction with the Company or in interest involvement with the Company’s personnel.
Article 11 On the issues posed to the board of directors, the Company’s directors and supervisors, managerial officers and other interested parties who attend the board of directors meeting as a participants or a non-voting guest participants who are in interest involvement themselves or their representatives or juristic persons shall expressly declare the key contents of the issues involving their interests and shall not join the discussion or voting process if such issues prove in interest involvement and shall further withdraw from conflict involvement (recusal) during the discussion or voting process, and shall not exercise voting powers for themselves or on behalf of other directors. Directors shall be subject to self-discipline and shall not engage in improper mutual support among themselves.
Where the Company’s personnel are in performance of duties, whenever the contents of the duties are in conflict with their self-interests, the juristic persons represented by them, or are likely to be in involvement of interests with themselves, their spouses, parents, children or interested parties, then they shall report the relevant issues to their immediate department head or group department head, and inform the Company’s Audit Office. Their immediate department head shall render instructions as appropriate.

Under no circumstances shall the Company’s personnel use the Company’s resources for commercial activities beyond the Company, nor shall have their business performance affected

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by the commercial activities beyond the Company they participate.

Article 12 The Company shall set up Personal Information Safety Management Center and Marketing Planning Office to assume the responsibility to enact and implement business secrets, markets, patents, copyrights and such intellectual property rights, the storage and confidentiality procedures and shall reassess the outcome of implementation to assure that the operating procedures in continued validity.
The Company’s personnel shall faithfully comply with the intellectual property rights related requirements mentioned in the preceding paragraph and shall not divulge the business secrets, trademarks, patents, intellectual property rights to any others, nor shall they pry into or collect business secrets, trademarks, patents, intellectual property rights irrelevant to their duties.
Article 13 Where in business operation activities, the Company shall faithfully comply with the Fair Trade Law and other such competition related laws and regulations and shall not engage in any acts of unfair competition.
Article 14 For the laws and ordinances concerned which the Company should comply with for products and services provided by the Company, the Company should put forth the maximum possible effort to collect and understand and shall assemble all definite norms which should be looked into to assure that the products shall be expressly labeled and the services shall be transparent and safe during the research & development, procurement, manufacture, provision or sales process.

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The Company enacts and makes public through the Company’s website the policies to protect consumers and other interested parties to prevent potential impairment of the products or services upon consumers or other interested parties in their interests, health and safety.

Where fact-proven reports on mass media or other concrete facts indicate that the Company’s products or services are likely to impair consumers or other interested parties in their interests, health, and safety, the Company shall, as the actual situations may justify, take the initiative to or coordinate with the requests from the competent authorities of the government, recall products of that batch, or discontinue the services within the shortest possible period of time and investigate into the facts and submit the reassessment and corrective action programs.

The competent department of the Company shall, on the facts mentioned in the preceding paragraph, report to the Chairman about the method of settlement and the subsequent corrective measures and shall submit a special report to the latest board of directors meeting.

Article 15 The Company’s personnel shall faithfully comply with the requirements set forth under the Securities and Exchange Act and under no circumstances shall they take advantage of the information known to them not yet made public into inside trading, nor shall they divulge such information to others to prevent any others from using such undisclosed information for inside trading.

Other institutions or personnel who participate in merger, demerger, transfer of shares, major memorandums, strategic

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alliance, other business plans or major contracts shall duly sign the agreement on non-disclosure obligation for confidentiality, committing themselves not to divulging the Company’s business secrets or other major information to others and not to using such information unless agreed upon by the Company.

Article 16 The Company shall, through its internal rules and regulations, annual report, company website or other promotions, disclose the good faith management policies and shall further promulgate them all through product presentation, juristic (corporate) person presentation forum (illustration meeting) and such external activities so that the Company’s good faith management policies and the norms thereof will be clearly informed to suppliers, customers or business related institutions and personnel.
Article 17 Before setting up a business relationship with others, the Company shall first evaluate the legality, good faith management policies of the key agents, suppliers, customers or other business counterparts and the facts whether they have got involved in previous records of unfaithful behaviors. Through such efforts, the Company will assure fair, transparent business transactions without requesting, providing or accepting a bribe.

Upon evaluation as per the preceding paragraph, the Company may adopt auditing procedures as appropriate to check and verify the good faith management policies through issues enumerated below:

I. The nationality, business venues, organizational structure, business policies of the enterprises and location

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of payment.

II. Whether the enterprise has enacted good faith management policies and how it has implemented such policies.
III. The long-term business performance and goodwill of the enterprise.
IV. Consult with the business partner(s) of the enterprise regarding opinions about the enterprise.
V. Check and verify whether the enterprise has involved a bribe, unlawful political donation or unfaithful behaviors.
Article 18 During the process where the Company’s personnel are in business, the personnel shall expressly clarify the Company’s good faith management policies and relevant requirements and shall expressly reject provision, commitments, requests, or acceptance of unjust enrichment in any means or names either directly or indirectly.
Article 19 The Company’s personnel shall refrain from business transactions with any agents, suppliers, customers or other business counterparts which have got involved in unfaithful behaviors. Whenever a business counterpart is found having gotten involved in unfaithful behaviors, the personnel shall immediately discontinue business transactions and classify such counterparts as rejected so as to thoroughly implement the Company’s good faith management policies.
Article 20 Where the Company signs a contract with another, the Company shall first check and verify the counterpart’s business status and shall have the Company’s good faith mana ement olicies covered into the contract clauses. The g p

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contract shall include a minimum of the issues enumerated below:

I. Where either party notices that any personnel having violated the bans from accepting commission, kickback or other unjust enrichment, such party shall keep the other informed forthwith the identity, means of provision, commitment, request or acceptance, amount or other unjust enrichment and provide supporting evidence (exhibits) to the other and coordinate with the other in investigation. Where either party is impaired as a result, such party may claim the damage indemnity clauses and may deduct the damage indemnity from the total amount of the contract.
II. Where either party is found having got involved in unfaithful behaviors during the business activities, the other may have the contract unconditionally terminated or rescinded forthwith.
III. The Company shall provide definite and rational terms of payment, including venue, means of payment, in a manner well satisfactory to the requirements of the local taxation laws.
Article 21 The Company holds a policy to encourage offense-reporting system against unfaithful behaviors or unjustifiable behaviors. Based on the level of the offense-reporting system cases so reported, the Company will grant incentive money. A person inside the Company who is found having misrepresented or in a will report accusation in bad faith in the offense-reporting system case shall receive penalty under the disciplines or even dismissed in case of a si nificant offense. g

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The Company shall promulgate the internal mailbox, special telephone number for offense-reporting system through the Company’s website or internal website; or may delegate other external independent institution to provide the mailbox, special telephone number for offense-reporting system to be used by the Company’s personnel, both internally and externally.

An offense-reporter shall provide the minimum of information below:

I. The offense-reporter’s name, identity certificate (ID Card)# and address, phone number, e-mail through which the offense-reporter may be available.
II. Name and other information of the target offender adequate enough to identify the status, characteristics of the target offender.
III. Concrete facts and evidence (exhibits) available for investigation.

The Company’s personnel in charge of an offense-reporting case shall keep the status of the offense-reporter and the contents of the offense-reporting case in confidence. The Company further assure and protect an offense-reporter from receiving unjustifiable measure due to the report case.

The procedures to deal with an offense-reporting case shall include the minimum of the following:

I. An offense-reporting case that involves an ordinary employee shall be reported to the immediate department head, group head. An offense-reporting case that involves a director or a rankin head shall be re orted to g p

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the independent directors or supervisors.

II. The department head, independent directors or supervisors mentioned in the preceding paragraph shall check and verify the facts and may consult with the law compliance or other department(s) for support.
III. In the event that the offense-reporting target proves to have indeed violated laws and ordinances concerned or the requirements of the Company’s good faith management policies, such offense-reporting target shall be immediately requested to discontinue the relevant behaviors and shall receive measures as appropriate. As necessary, the claim shall be made upon the offender through legal procedures for damage indemnity so as to safeguard the Company’s goodwill and interests.
IV. The process and outcome of investigation in the wake of an offense-reporting a shall be archived in writing for five (5) years and may be archived in electronic means. In case of a litigation relevant to the offense-reporting case before the archiving duration expires, the relevant data shall be archived until the litigation is concluded.
V. Where an offense-reporting case proves established, the relevant department(s) of the Company shall be requested to reassess the internal control system and operating procedures and to work out corrective measures to eradicate the same offense from recurrence.
VI. The Company shall designate relevant department(s) to assemble all offense-reporting cases, the countermeasures and corrective actions and shall report to the board of directors either on a re ular basis or from g

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time to time on a nonscheduled basis.

Article 22 Where any others are found having conducted unfaithful behaviors against the Company with an act that proves unlawful, the Company’s personnel shall report such facts to the judicial, public prosecutor authorities. Where the case involves a government authority or a public servant, the Company’s personnel shall further report to independent government authorities.
Article 23 The Company shall sponsor or encourage the Company’s personnel to participate in good faith management policies related educational & training programs either inside or beyond the Company so as to adequately convey and importance of good faith.

The Company shall have the good faith management embedded into the Company’s policies in performance valuation and human resources and shall set up definite and effective rewarding and punishment as well as grievance systems.

The Company’s personnel who proves to have been significantly in contravention of good faith management shall be discharged or dismissed in accordance with the laws and ordinances concerned or the Company’s human resources rules.

The Company shall, through the Company’s internal website, disclose the position titles, names, dates of offenses, contents of offenses and the measures imposed upon the personnel who have been in contravention of good faith management policies.

Article 24 These Operating Procedures and Acting Guidelines shall be put into enforcement after being resolved in the board of directors and submitted and reported to the supervisors and the shareholders’ meeting. This same provision is applicable mutatis mutandis to an event of amendment.

Where these Operating Procedures and Acting Guidelines are posed to the board of directors for discussion, the opinions of the independent directors shall be taken into adequate account. The objections or reserved opinions heard in the event, if any, shall be expressly entered into the minutes of the board of directors meeting. Where an independent director is unavailable to attend the board of directors meeting in person to speak up objections or reserved opinions, he or she shall submit such opinions in writing beforehand unless backed by a justifiable reason and such objections or reserved opinions shall be expressly entered into the minutes of the board of directors meeting.

Article 25 There Operating Procedures and Acting Guidelines were duly enacted on May 4, 2015.

Appendix No. V REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Prince Housing & Development Corp.

We have audited the accompanying consolidated balance sheets of Prince Housing & Development Corp. and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain long-term investments accounted for using equity method. The share of profit (loss) of associates and joint ventures accounted for using equity method for the years ended December 31, 2014 and 2013 was (NT$3,185) thousand and NT$20,360 thousand, respectively, and the balance of these investments accounted for using equity method was NT$719,680 thousand and NT$753,515 thousand as of December 31, 2014 and 2013, respectively. We also did not audit the financial statements of certain subsidiaries, which statements reflect total assets of NT$970,817 thousand and NT$1,018,848 thousand, constituting 1.73% and 1.93% of the consolidated total assets as of December 31, 2014 and 2013 respectively, and net operating income of NT$508,172 thousand and NT$542,452 thousand, constituting 2.62% and 3.15% of the consolidated total net operating income for the years then ended, respectively. The financial statements of these long-term investments and subsidiaries and the information disclosed in Note 13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein , is based solely on the reports of the other independent accountants.

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statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other independent accountants provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other independent accountants, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Prince Housing & Development Corp. and its subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

We have also audited the parent company only financial statements of Prince Housing & Development Corp. as of and for the years ended December 31, 2014 and 2013 and have expressed a modified unqualified opinion on such financial statements.

PricewatherhouseCoopers, Taiwan

March 20, 2015

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2014 AMOUNT % $ 2,165,806 4 238,566 - 148,412 - 5,355,359 10 440,429 1 955,890 2 285,144 - 20,925,619 37 429,857 1 2,772,959 5 521,804 1 34,239,845 61 77,547 - 1,626,078 3 887,529 2 2,182,242 4 6,957,966 12 6,075,555 11 2,362,995 4 108,369 - 537,377 1 911,988 2 83,477 - 21,811,123 39 $ 56,050,968 100	December 31, 2013	December 31, 2013
	AMOUNT $ 2,165,806 238,566 148,412 5,355,359 440,429 955,890 285,144 20,925,619 429,857 2,772,959 521,804 34,239,845 77,547 1,626,078 887,529 2,182,242 6,957,966 6,075,555 2,362,995 108,369 537,377 911,988 83,477 21,811,123 $ 56,050,968	AMOUNT $ 2,168,730 256,001 103,519 3,736,596 783,403 813,996 306,709 15,875,651 533,055 3,145,874 725,588 28,449,122 77,100 2,230,828 887,529 2,129,948 7,014,898 8,313,032 2,425,016 108,083 536,321 480,568 120,050 24,323,373 $ 52,772,495	%
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties Receivables from customers on construction contracts Other receivables Inventories Prepayments Other financial assets - current Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Investments accounted for under equity method Property, plant and equipment Investment property - net Intangible assets Deferred income tax assets Refundable deposits Other financial assets - non-current Other non-current assets Total non-current assets Total assets			4 1 - 7 1 2 1 30 1 6 1
			54
			- 4 2 4 13 16 5 - 1 1 -
			46
			100

(Continued)

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PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2014 December 31, 2013 Notes AMOUNT % AMOUNT % 6(14) and 8 $ 3,305,584 6 $ 4,085,000 8 6(15) and 8 2,602,518 5 2,143,661 4 22,027 - 75,332 - 4,262,318 8 4,154,814 8 6(5) 350,959 1 268,491 1 1,094,813 2 1,035,607 2 7 194,001 - 254,599 - 6(32) 125,602 - 62,113 - 6(16) 3,037,135 5 3,170,728 6 6(18) and 8 2,111,470 4 301,000 1 113,307 - 99,016 - 17,219,734 31 15,650,361 30 6(17) 4,500,000 8 4,500,000 9 6(18) and 8 7,649,449 14 11,660,738 22 6(19) 81,720 - 79,071 - 6(32) 495,328 1 495,328 1 1,457,251 3 1,464,708 3 5(2) and 6(20) 129,391 - 132,882 - 136,547 - 144,128 - 70,604 - 70,781 - 14,520,290 26 18,547,636 35 31,740,024 57 34,197,997 65 6(22) 16,623,418 30 13,139,241 25 6(21)(23) 1,929,793 3 521,293 1 6(22)(24)(32) 1,180,924 2 1,022,243 2 2,854,738 5 1,586,811 3 6(25) 1,436,219 3 1,999,611 3 6(22) ( 60,440) - ( 60,440) - 23,964,652 43 18,208,759 34 346,292 - 365,739 1 24,310,944 43 18,574,498 35 $ 56,050,968 100 $ 52,772,495 100	December 31, 2013	December 31, 2013
			%
Current liabilities Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Payables to customers on construction contracts Other payables Other payables - related parties Current income tax liabilities Receipts in advance Long-term liabilities, current portion Other current liabilities Total current liabilities Non-current liabilities Bonds payable Long-term borrowings Provisions for liabilities - non-current Deferred income tax liabilities Long-term notes and accounts payable Accrued pension liabilities Guarantee deposits received Other non-current liabilities - others Total non-current liabilities Total liabilities Equity attributable to owners of parent Share capital Common stock Capital surplus Capital surplus Retained earnings Legal reserve Accumulated profit or loss Other equity Other equity interest Treasury stocks Equity attributable to owners of the parent Non-controlling interest Total equity Total liabilities and equity			8 4 - 8 1 2 - - 6 1 -
			30
			9 22 - 1 3 - - -
			35
			65
			25 1 2 3 3 -
			34 1
			35
			100

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 20, 2015.

~58~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items	Year ended December 31 2014 2013 Notes AMOUNT % AMOUNT % 6(27) and 7 $ 19,424,465 100 $ 17,242,007 100 6(6)(13)(31) ( 14,216,886) ( 73) ( 12,542,510) ( 73) 5,207,579 27 4,699,497 27 6(13)(31) and 7 ( 636,575) ( 3) ( 734,911) ( 4) ( 2,105,710) ( 11) ( 1,945,043) ( 11) ( 2,742,285) ( 14) ( 2,679,954) ( 15) 2,465,294 13 2,019,543 12 6(28) 384,772 2 569,194 3 6(2)(29) ( 39,614) - ( 574,438) ( 3) 6(30) ( 350,296) ( 2) ( 378,106) ( 2) 6(10) 82,945 - 94,679 - 77,807 - ( 288,671) ( 2) 2,543,101 13 1,730,872 10 6(32) ( 163,467) ( 1) ( 95,400) - $ 2,379,634 12 $ 1,635,472 10 $ 2,549 - ($ 859) - 6(8) ( 566,304) ( 3) 410,485 2 6(20) ( 5,097) - ( 4,381) - 1,341 - ( 513) - ($ 567,511) ( 3) $ 404,732 2 $ 1,812,123 9 $ 2,040,204 12 $ 2,398,718 12 $ 1,652,753 10 ( 19,084) - ( 17,281) - $ 2,379,634 12 $ 1,635,472 10 $ 1,831,570 9 $ 2,057,023 12 ( 19,447) - ( 16,819) - $ 1,812,123 9 $ 2,040,204 12 6(33) $ 1.51 $ 1.26 $ 1.51 $ 1.26
Operating revenue Operating costs Gross profit Operating expenses Selling expenses General and administrative expenses Total operating expenses Operating profit Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit/(loss) of associates and joint ventures accounted for under equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the year Other comprehensive income Currency translation differences Unrealized (loss) gain on valuation of available-for-sale financial assets Actuarial loss on defined benefit plan Share of other comprehensive income(loss) of associates and joint ventures accounted for under equity method Other comprehensive (loss) income, net of tax Total comprehensive income for the year Profit attributable to: Owners of the parent Non-controlling interest Comprehensive income attributable to: Owners of the parent Non-controlling interest Earnings per share (in dollars) Basic earnings per share Diluted earnings per share

Items

Year ended December 31
2014
2013
Notes
AMOUNT
%
AMOUNT
%
6(27) and 7
$ 19,424,465
100
$ 17,242,007
100
6(6)(13)(31)
(
14,216,886) (
73) (
12,542,510) (
73)
5,207,579
27
4,699,497
27
6(13)(31) and 7
(
636,575) (
3) (
734,911) (
4)
(
2,105,710) (
11) (
1,945,043) (
11)
(
2,742,285) (
14) (
2,679,954) (
15)
2,465,294
13
2,019,543
12

6(28)
384,772
2
569,194
3
6(2)(29)
(
39,614)
- (
574,438) (
3)
6(30)
(
350,296) (
2) (
378,106) (
2)
6(10)
82,945
-
94,679
-

77,807
- (
288,671) (
2)
2,543,101
13
1,730,872
10
6(32)
(
163,467) (
1) (
95,400)
-
$ 2,379,634
12
$ 1,635,472
10
$ 2,549
- ($ 859)
-
6(8)
(
566,304) (
3)
410,485
2
6(20)
(
5,097)
- (
4,381)
-
1,341
- (
513)
-
($ 567,511) (
3) $ 404,732
2
$ 1,812,123
9
$ 2,040,204
12
$ 2,398,718
12
$ 1,652,753
10
(
19,084)
- (
17,281)
-
$ 2,379,634
12
$ 1,635,472
10
$ 1,831,570
9
$ 2,057,023
12
(
19,447)
- (
16,819)
-
$ 1,812,123
9
$ 2,040,204
12
6(33)
$ 1.51
$ 1.26
$ 1.51
$ 1.26

Operating revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative
expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit/(loss) of associates
and joint ventures accounted for
under equity method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Currency translation differences
Unrealized (loss) gain on valuation
of available-for-sale financial
assets
Actuarial loss on defined benefit
plan
Share of other comprehensive
income(loss) of associates and
joint ventures accounted for under
equity method
Other comprehensive (loss) income,
net of tax
Total comprehensive income for the
year
Profit attributable to:
Owners of the parent
Non-controlling interest
Comprehensive income attributable
to:
Owners of the parent
Non-controlling interest
Earnings per share (in dollars)
Basic earnings per share
Diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 20, 2015.

~59~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

Notes					Equityattributable	owners of theparent	owners of theparent			Non-controlling interest	Totalequity
	Share capital - common stock	Capital surplus,	Retain	ed	Earnings	Other equityinterest		Treasury stocks	Total
			Legal reserve		Unappropriated retained earnings	Financial statements translation differences of foreign operations	Unrealized gain or loss on available-for-sale financialassets
6(24) 6(33) 6(8)(20)(2 5) 6(24) 6(33) 6(8)(20)(2 5) 6(21)(23) 6(22)(23)	$ 11,944,765 - - 1,194,476 - - $13,139,241 $ 13,139,241 - - 484,177 - - - 3,000,000 $16,623,418	$ 521,293 - - - - - $521,293 $ 521,293 - - - - - 73,500 1,335,000 $1,929,793	$ 843,650 178,593 - - - - $1,022,243 $1,022,243 158,681 - - - - - - $1,180,924		$ 1,909,259 ( 178,593 ) ( 597,238 ) ( 1,194,476 ) 1,652,753 ( 4,894 ) $ 1,586,811 $ 1,586,811 ( 158,681 ) ( 484,177 ) ( 484,177 ) 2,398,718 ( 3,756 ) - - $ 2,854,738	$ - - - - - ( 859 ) ($ 859 ) ($ 859 ) - - - - 2,549 - - $ 1,690	$ 1,590,447 - - - - 410,023 $ 2,000,470 $ 2,000,470 - - - - ( 565,941 ) - - $ 1,434,529	($ 60,440 ) - - - - - ($ 60,440 ) ($ 60,440 ) - - - - - - - ($ 60,440 )	$ 16,748,974 - ( 597,238 ) - 1,652,753 404,270 $18,208,759 $ 18,208,759 - ( 484,177 ) - 2,398,718 ( 567,148 ) 73,500 4,335,000 $23,964,652	$ 382,558 - - - ( 17,281 ) 462 $ 365,739 $ 365,739 - - - ( 19,084 ) ( 363 ) - - $ 346,292	$ 17,131,532 - ( 597,238 ) - 1,635,472 404,732 $18,574,498 $ 18,574,498 - ( 484,177 ) - 2,379,634 ( 567,511 ) 73,500 4,335,000 $24,310,944

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 20, 2015.

~60~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated profit before tax for the year Adjustments to reconcile profit before tax to net cash used in operating activities Income and expenses having no effect on cash flows Share-based payments Loss (gain) on financial assets at fair value through profit or loss (Reversal of provision) provision for bad debts/expense Elimination of uncollectible accounts Adjustment due to change in investees' equity under the equity method Loss on disposal of property, plant and equipment Loss on disposal of investment property Depreciation Amortization Interest expense Interest income Dividend income Impairment loss on financial assets Gain on unrealised foreign exchange Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Financial assets at fair value through profit or loss - current Notes receivable Accounts receivable Accounts receivable - related parties Receivables from customers on construction contracts Other receivables Inventories Prepayments Other current assets Other non-current assets Net changes in liabilities relating to operating activities Notes payable Accounts payable Payables to customers on construction contracts Other payables Other payables – related parties Receipts in advance Other current liabilities Provisions for liabilities - non-current Long-term notes and accounts payable Accrued pension liabilities Other non-current liabilities Cash (used in) generated from operations Interest received Cash dividend received Interest paid Income tax paid Net cash used in operating activities	Notes 6(21) 6(2)(29) 6(3)(4) ( 6(3)(4) ( 6(10) ( 6(31) 6(13)(31) 6(30) 6(28) ( 6(28) ( 6(8)(29) ( ( ( ( ( ( ( ( ( ( ( ( ( (	Year ended December 31 2014 2013 $ 2,543,101 $ 1,730,872 73,500 - 16,988 ( 3,754 ) 929 ) 207 2,635 ) - 82,945 ) ( 94,679 ) 4,853 1,852 703 - 352,793 368,203 63,391 69,294 349,041 374,709 7,838 ) ( 30,115 ) 227,474 ) ( 50,024 ) 12,053 - 22,704 ) ( 9,848 ) - 7,482 41,730 ) 37,175 1,618,362 ) ( 1,550,761 ) 342,974 ( 543,214 ) 141,894 ) 100,638 22,587 ( 112,443 ) 3,003,086 ) ( 1,649,768 ) 103,198 ( 391,681 ) 203,784 ( 206,749 ) 36,573 3,809 53,305 ) ( 134,058 ) 107,504 978,199 82,468 ( 365,139 ) 59,206 ( 257,210 ) 60,598 ) 254,599 133,593 ) 1,473,007 14,291 8,686 2,649 6,009 3,313 82,621 7,247 ) ( 7,646 ) 177 ) 3,555 1,009,547 ) 93,828 6,816 30,179 249,074 68,024 348,091 ) ( 370,690 ) 100,264 ) ( 119,809 ) 1,202,012 ) ( 298,468 )

(Continued)

~61~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Decrease (increase) in other financial assets - current Decrease in available-for-sale financial assets - non-current Return of share capital from available -for-sale financial assets - non-current Proceeds from capital reduction of financial assets carried at cost Return of share capital from long-term equity investments accounted for under the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment property Increase in intangible assets (Increase) decrease in deposits out (Increase) decrease in other financial assets – non-current Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Increase in short-term notes and bills payable Proceeds from corporate bond issuance Decrease in long-term borrowings Increase in long-term borrowings Decrease in long-term notes and accounts payable (Decrease) increase in guarantee deposits received Cash dividends paid Cash capital increase Changes in non-controlling interest Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	Notes 6(11) ( 6(12) ( 6(13) ( ( ( ( ( ( ( ( ( ( (	Year ended December 31 2014 2013 $ 372,915 ( $ 2,320,244 ) 1,756 9,028 25,000 - - 3,516 30,361 66,646 112,414 ) ( 265,333 ) 4,880 5,854 3,288 ) ( 21,491 ) 1,370 ) ( 81 ) 1,056 ) 156,617 431,420 ) 657,775 114,636 ) ( 1,707,713 ) 779,416 ) ( 275,000 ) 458,857 190,774 - 2,500,000 6,759,877 ) ( 8,675,355 ) 4,559,058 6,688,219 10,770 ) ( 12,167 ) 7,581 ) 2,784 484,177 ) ( 597,238 ) 4,335,000 - 363 ) 462 1,310,731 ( 177,521 ) 2,993 199 2,924 ) ( 2,183,503 ) 2,168,730 4,352,233 $ 2,165,806 $ 2,168,730

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 20, 2015.

~62~

Appendix No. VI REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Prince Housing & Development Corp.

We have audited the accompanying non-consolidated balance sheets of Prince Housing & Development Corp. as of December 31, 2014 and 2013, and the related non-consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These non-consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these non-consolidated financial statements based on our audits. We did not audit the financial statements of certain long-term investments accounted for using equity method. The long-term investments accounted for using equity method amounted to NT$1,016,089 thousand and NT$1,038,366 thousand as of December 31, 2014 and 2013, respectively, and the share of profit of associates and joint ventures accounted for using equity method was NT$13,657 thousand and NT$40,149 thousand for the years then ended, respectively. Those financial statements and the information disclosed in Note13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~63~

In our opinion, based on our audits and the report of other independent accountants, the non-consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Prince Housing & Development Corp. as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan

March 20, 2015

The accompanying non-consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying non-consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~64~

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2014 AMOUNT % $ 1,169,212 2 141,251 - 4,546,888 10 5,548 - 19,349,876 41 300,918 1 2,592,218 6 507,245 1 28,613,156 61 77,547 - 1,582,655 4 876,043 2 4,382,070 10 590,726 1 6,092,180 13 2,361,692 5 414,632 1 521,166 1 1,102,418 2 18,001,129 39 $ 46,614,285 100	December 31, 2013	December 31, 2013
	AMOUNT $ 1,169,212 141,251 4,546,888 5,548 19,349,876 300,918 2,592,218 507,245 28,613,156 77,547 1,582,655 876,043 4,382,070 590,726 6,092,180 2,361,692 414,632 521,166 1,102,418 18,001,129 $ 46,614,285	AMOUNT $ 1,381,938 96,039 2,921,454 36,847 15,795,565 338,550 3,081,749 708,535 24,360,677 77,100 2,176,649 876,043 3,985,245 504,988 6,794,229 2,422,945 425,823 132,097 1,109,568 18,504,687 $ 42,865,364	%
Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other financial assets - current Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Investments accounted for under equity method Property, plant and equipment Investment property - net Intangible assets Refundable deposits Other financial assets - non-current Other non-current assets Total non-current assets Total assets			3 - 7 - 37 1 7 2
			57
			- 5 2 9 1 16 6 1 - 3
			43
			100

(Continued)

~65~

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2014 December 31, 2013 Notes AMOUNT % AMOUNT % 6(13) and 8 $ 2,945,584 6 $ 3,457,000 8 6(14) and 8 1,968,082 4 1,404,186 3 10,375 - 13,129 - 2,350,078 5 2,067,631 5 7 398,718 1 364,701 1 707,048 2 629,113 2 6(31) 81,079 - 42,352 - 6(15) 2,921,247 6 3,042,119 7 6(17) and 8 2,061,470 5 301,000 1 38,361 - 76,181 - 13,482,042 29 11,397,412 27 6(16) 4,500,000 10 4,500,000 11 6(17) and 8 4,367,629 10 8,456,126 20 6(18) 81,720 - 79,071 - 5(2) and 6(19) 89,596 - 87,602 - 128,646 - 136,394 - 9,167,591 20 13,259,193 31 22,649,633 49 24,656,605 58 6(21) 16,623,418 36 13,139,241 30 6(20)(22) 1,929,793 4 521,293 1 6(21)(23)(31) 1,180,924 2 1,022,243 2 2,854,738 6 1,586,811 4 6(24) 1,436,219 3 1,999,611 5 6(21) ( 60,440) - ( 60,440) - 23,964,652 51 18,208,759 42 $ 46,614,285 100 $ 42,865,364 100	December 31, 2013	December 31, 2013
			%
Current liabilities Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Receipts in advance Long-term liabilities, current portion Other current liabilities Total current liabilities Non-current liabilities Bonds payable Long-term borrowings Provisions for liabilities - non-current Accrued pension liabilities Guarantee deposits received Total non-current liabilities Total liabilities Equity Share capital Common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Treasury stocks Total equity Total liabilities and equity			8 3 - 5 1 2 - 7 1 -
			27
			11 20 - - -
			31
			58
			30 1 2 4 5 -
			42
			100

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 20, 2015.

~66~

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

				Year	ended December 31	ended December 31	ended December 31	ended December 31
				2014				2013
Items	Notes			AMOUNT	%			AMOUNT	%
Operating revenue	6(26) and 7		$	10,892,210	100		$	8,571,288	100
Operating costs	6(5)(12)(30) and
	7	(		7,316,468) (	67) (			5,697,565) (	66)
Gross profit				3,575,742	33			2,873,723	34
Operating expenses	6(30)
Selling expenses		(		505,719) (		5) (		607,707) (	7)
General and administrative
expenses		(		1,083,154) (	10) (			837,829) (	10)
Total operating expenses		(		1,588,873) (	15) (			1,445,536) (	17)
Operating profit				1,986,869	18			1,428,187	17
Non-operating income and expenses
Other income	6(27)			361,016		3		488,051	6
Other gains and losses	6(2)(28)			7,913		-		10,451	-
Finance costs	6(5)(29) and 7	(		276,462) (		2) (		298,981) (	4)
Share of profit of associates and	6(9)
joint ventures accounted for under
equity method				421,552		4		79,824	1
Total non-operating income and
expenses				514,019		5		279,345	3
Profit before income tax				2,500,888	23			1,707,532	20
Income tax expense	6(31)	(		102,170) (		1) (		54,779) (	1)
Profit for the year			$	2,398,718	22		$	1,652,753	19
Other comprehensive income
Unrealized (loss) gain on valuation	6(7)
of available-for-sale financial
assets		($		557,180) (		5)	$	459,832	5
Actuarial loss on defined benefit	6(19)
plan		(		4,706)		- (		2,487)	-
Share of other comprehensive
income of associates and joint
ventures accounted for under
equity method		(		5,262)		- (		53,075)	-
Other comprehensive (loss) income
for the year, net of tax		($		567,148) (		5)	$	404,270	5
Total comprehensive income for the
year			$	1,831,570	17		$	2,057,023	24
Earnings per share (in dollars)	6(32)
Basic earnings per share			$		1.51		$		1.26
Diluted earnings per share			$		1.51		$		1.26
Assuming the Company treated the stocks held by a subsidiary as long-term					investments			rather than treasury
stock, the pro forma information is as follows:
Net income			$	2,229,435			$	1,604,715
Earnings per Share (in dollars)
Basic earnings per share			$		1.37		$		1.19

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 20, 2015.

~67~

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

2013 Balance at January 1, 2013 Distribution of 2012 earnings (Note 1): Legal reserve Cash dividends Stock dividends Profit for the year Other comprehensive income for the year Balance at December 31, 2013 2014 Balance at January 1, 2014 Distribution of 2013 earnings (Note 2): Legal reserve Cash dividends Stock dividends Profit for the year Other comprehensive (loss) income for the year Share-based payment transactions Cash capital increase Balance at December 31, 2014	Notes		Share capital - commonstock		Capital surplus		Reta	in	edEarnings		Otherequityinterest	Otherequityinterest	Otherequityinterest		Treasurystocks	Total equity
							Legal reserve		Unappropriated retained earnings		Financial statements translation differences of foreign operations		Unrealized gain or loss on available-for-sale financialassets
	6(23) 6(32) 6(7)(19)(24) 6(23) 6(32) 6(7)(19)(24) 6(20)(22) 6(21)(22)		$ 11,944,765 - - 1,194,476 - - $ 13,139,241 $ 13,139,241 - - 484,177 - - - 3,000,000 $ 16,623,418		$ 521,293 - - - - - $ 521,293 $ 521,293 - - - - - 73,500 1,335,000 $ 1,929,793		$ 843,650 178,593 - - - - $1,022,243 $ 1,022,243 158,681 - - - - - - $1,180,924		$ 1,909,259 ( 178,593 ) ( 597,238 ) ( 1,194,476 ) 1,652,753 ( 4,894 ) $ 1,586,811 $ 1,586,811 ( 158,681 ) ( 484,177 ) ( 484,177 ) 2,398,718 ( 3,756 ) - - $ 2,854,738		$ - - - - - ( 859 ) ($ 859 ) ($ 859 ) - - - - 2,549 - - $ 1,690		$ 1,590,447 - - - - 410,023 $ 2,000,470 $ 2,000,470 - - - - ( 565,941 ) - - $ 1,434,529		($ 60,440 ) - - - - - ($ 60,440 ) ($ 60,440 ) - - - - - - - ($ 60,440 )	$ 16,748,974 - ( 597,238 ) - 1,652,753 404,270 $ 18,208,759 $ 18,208,759 - ( 484,177 ) - 2,398,718 ( 567,148 ) 73,500 4,335,000 $ 23,964,652

Note 1: Employees’ bonus of $31,640 and directors’ and supervisors’ remuneration of $47,460 have been deducted from the non-consolidated statement of comprehensive income. The differences, employees' bonus of $507 and directors' and supervisors' remuneration of $760, with the amounts approved at the stockholders' meeting for appropriation were recognised in the 2013 non-consolidated statement of comprehensive income.

Note 2: Employees’ bonus of $29,753 and directors’ and supervisors’ remuneration of $44,629 have been deducted from the non-consolidated statement of comprehensive income. The differences, employees' bonus of $1,191 and directors' and supervisors' remuneration of $1,785, with the amounts approved at the stockholders' meeting for appropriation were recognised in the 2014 non-consolidated statement of comprehensive income.

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 20, 2015.

~68~

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjustments to reconcile net income to net cash used in
operating activities
Income and expenses having no effect on cash flows
Share-based payments
Gain on financial assets at fair value through profit or
loss
Reversal of provision for bad debts expense
Write-off of uncollectible accounts
Share of profit of subsidiaries, associates and joint
ventures accounted for under equity method
Loss on disposal of property, plant and equipment
Depreciation
Amortization
Interest expense
Interest income
Dividend income
Impairment loss on financial assets
Gain of disposal of investments
Gain on unrealised foreign exchange
Changes in assets/liabilities relating to operating
activities
Net changes in assets relating to operating activities
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating activities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Receipts in advance
Other current liabilities
Provisions for liabilities - non-current
Accrued pension liabilities
Cash (used in) generated from operations
Interest received
Cash dividends received
Interest paid
Income tax paid
Net cash used in operating activities

Notes
2014
2013
$ 2,500,888
$ 1,707,532
6(20)
73,500
-
6(2)(28)
(
447 ) (
507 )
6(3)
(
1,078 )
-
6(3)(4)
(
2,094 )
-
6(9)
(
421,552 ) (
79,824 )
6(28)
732
7
6(30)
117,069
118,600
6(12)(30)
61,253
61,252
6(29)
276,462
298,981
6(27)
(
12,267 ) (
25,556 )
6(27)
(
209,456 ) (
27,142 )
6(7)(28)
11,814
-
-
(
1 )
(
22,704 ) (
9,848 )
(
42,049 )
23,993
(
1,625,425 ) (
1,328,128 )
31,118
135,573
(
3,045,859 ) (
1,609,782 )
37,632
(
252,225 )
201,290
(
214,521 )
7,150
7,258

(
2,754 ) (
3,091 )
282,447
(
24,456 )
34,017
(
60,185 )
76,173
(
21,013 )
(
120,872 )
1,430,785
(
37,820 )
7,105
2,649
6,009
(
2,712 )
758
(
1,832,895 )
141,574
12,448
25,460
231,057
45,142
(
274,700 ) (
294,957 )
(
63,443) (
100,132)
(
1,927,533) (
182,913)

(Continued)

~69~

PRINCE HOUSING & DEVELOPMENT CORP. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in other financial assets - current
Return of share capital from available-for-sale financial
assets - non-current
Proceeds from capital reduction of financial assets
carried at cost
Increase in investments accounted for under equity
method
Return of share capital from long-term equity
investments accounted for under the equity method
Proceeds from disposal of long-term investments
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Decrease in deposits out
(Increase) decrease in other financial assets -
non-current
Net cash provided by (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase (decrease) in short-term notes and bills
payable
Proceeds from corporate bond issuance
Decrease in long-term borrowings
Increase in long-term borrowings
(Decrease) increase in guarantee deposits received
Cash dividends paid
Cash capital increase
Net cash provided by (used in) financing
activities
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2014
2013
$ 489,531
( $ 2,299,137 )
25,000
-
-
2,466
-
(
12,000 )
20,117
88,603
451
3,282
6(10)
(
10,371 ) (
4,848 )
429
-
11,191
66,938
(
389,069 )
676,240
147,279
(
1,478,456 )
(
511,416 ) (
363,000 )
563,896
(
249,041 )
-
2,500,000
(
6,747,377 ) (
8,547,558 )
4,419,350
6,688,218
(
7,748 )
553
(
484,177 ) (
597,238 )
4,335,000
-
1,567,528
(
568,066 )
(
212,726 ) (
2,229,435 )
1,381,938
3,611,373
$ 1,169,212
$ 1,381,938

Appendix No. VII

Prince Housing & Development Corporation Allocation of Earnings

January 1 ~ December 31, 2014

New Taiwan Dollars

New Taiwan Dollars I.
I.Earnings allocable
1.Unappropriated retained earnings at beginningof the term	459,775,137
2.Plus: Net profit aftertax 2014	2,398,718,166
3.Minus: Amortization of legal reserve:	(239,871,817)
4.Minus: The actual loss of fringe benefit planascertainedinthe year	(3,755,942)
5. Allocable earnings:	2,614,865,544

II.Contents ofallocation
Allocation of cash dividend (@NT$0.8 per share)	(1,329,873,454)

III.Accumulated unappropriated retained earnings	1,284,992,090

Note: 1.Allocation of bonus to employees NT$43,176,927(in cash). Allocation of remuneration to directors and supervisors NT$64,765,390.
2. By order to allocate earnings in the present year, the earnings for 2014 would be allocated preferentially.
3. Shares of less than NT$1 shall be transferred to the Welfare Committee (Fringe Benefit Committee) of the Company.

Responsible person: Cheng Kao-Hui Executive Manager: Hsieh Ming-Fan Head Accountant: Tai Ta-Chang

Appendix No. VIII

Prince Housing & Development Corporation Articles of Incorporation, Contents Before and After Amendment in Comparison

Contents before Amendment	Contents before Amendment	Contents after Amendment	Contents after Amendment	Reasons of Amendment
Article 17	The Company has	Article 17	The Company has fifteen directors, including three independent directors , to be elected in the shareholders’ meeting in the candidates nomination system from candidates with disposing capacity, with a three-year tenure of office, and entitled to reelection. The aggregate total of shares to be held by all directors shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. Upon election of directors by the shareholders’ meeting, each share is entitled to election power equivalent to the number of directors to be	Polishing in wording as appropriate.
	fifteen directors ,to be elected in the shareholders’ meeting in the candidates nomination system from candidates with disposing capacity, with a three-year tenure of office, and entitled to reelection. The aggregate total of shares to be held by all directors shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. Upon election of directors by the shareholders’ meeting, each share is entitled to election power equivalent to the number of directors to be elected and may be concentrated to elect one candidate or be

Contents before Amendment	Contents before Amendment	Contents after Amendment	Contents after Amendment	Reasons of Amendment
	allocated to elect several candidates. The candidates who win more ballots shall be elected the directors. The aforementioned		elected and may be concentrated to elect one candidate or be allocated to elect several candidates. The candidates who win more ballots shall be elected the directors. The matters regarding professional qualification requirements, shareholding ratios, restriction on moonlighting, methods of nomination and election and other requirements to be complied with for independent directors shall be duly handled in accordance with the laws and ordinances concerned promulgated by the competent authority in charge of securities affairs. The remuneration, travel or transportation allowance and office fares for the directors shall be
	quota of directors
	shall include a
	minimum of two
	independent directors who shall
	not less than
	one-fifth of the
	aggregate total of
	number of directors
	as required under the
	requirements of the
	competent authority.
	The independent directors shall be elected by the shareholders’ meeting from the candidates of independent directors. For matters regarding professional qualification requirements, shareholding ratios, restriction on moonlighting, methods of nomination and election and other

Contents before Amendment	Contents before Amendment	Contents after Amendment	Contents after Amendment	Reasons of Amendment
	requirements to be complied with for independent directors shall be duly handled in accordance with the laws and ordinances concerned promulgated by the competent authority in charge of securities affairs. The remuneration, travel or transportation allowance and office fares for the directors shall be fixed by the board of directors with reference to the attributes of their participation in the business operation and the values they contribute and with reference to the rates prevalent in horizontal trade. The remuneration to be allocated from the annual earnings shall be, nevertheless, duly handled in accordance with Article XXXII of these Articles of Incorporation.		fixed by the board of directors with reference to the attributes of their participation in the business operation and the values they contribute and with reference to the rates prevalent in horizontal trade. The remuneration to be allocated from the annual earnings shall be, nevertheless, duly handled in accordance with Article XXXII of these Articles of Incorporation.

Contents before Amendment	Contents before Amendment	Contents after Amendment	Contents after Amendment	Reasons of Amendment
Article 36	These Articles were duly enacted on August 23, 1973 ….and shall be put into enforcement after being resolved in the shareholders’ meeting.	Article 36	These Articleswere duly enacted on August 23, 1973 and	Added with the date of the 34th amendment.
			were duly amended on …….June 17, 2015 as the 34th amendment and shall be put into enforcement after being resolved in the shareholders’ meeting.

AI assistant

PHD — AGM Information 2015

52134_rns_2015-07-23_137993cf-0aa3-4f3a-88a2-1250720958f5.pdf

Prince Housing & Development Corporation Minutes of 2015 Annual General Shareholders ’ Meeting

Issues to be Reported

Supervisors’ Report in the Most Recent Year

Ying-Nan Chuang

Issues to be Acknowledged

Decision resolved:

Issues to be Discussed

wording as appropriate.

Extraordinary Motions

Adjournment of the Meeting

Appendix No.I

Business Report

Chairman: Cheng Kao-Hui Executive Manager: Hsieh Ming-Fan Head Accountant: Tai Ta-Chang

Supervisors’ Report in the Most Recent Year

Prince Housing & Development Corporation the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies

Chapter One General Provisions

Chapter Two Faithful Implementation of Corporate Governance

Chapter Three Development of Sustainable Environments

Article XIII

Chapter Four Maintenance of Public Interests to the Society

Chapter Five Intensifying Disclosure of Information of Corporate Social Responsibility

Article XXV

Chapter Six Supplementary Provisions

Appendix No. IV

Prince Housing & Development Corporation Best-Practice Principles on Good Faith Management

Article 3

Article 17 (Organization and Responsibilities)

Appendix No.IV

Prince Housing & Development Corporation Procedures and Behavioral Guidelines on Good Faith Management

Article:

Appendix No. V REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PricewatherhouseCoopers, Taiwan

March 20, 2015

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Appendix No. VI REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PricewaterhouseCoopers, Taiwan

March 20, 2015

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED BALANCE SHEETS

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED BALANCE SHEETS

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

PRINCE HOUSING & DEVELOPMENT CORP.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

PRINCE HOUSING & DEVELOPMENT CORP. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

Prince Housing & Development Corporation Allocation of Earnings

January 1 ~ December 31, 2014

New Taiwan Dollars

Prince Housing & Development Corporation Articles of Incorporation, Contents Before and After Amendment in Comparison

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PHD AGM Information 2015