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Stock code: 2511

Prince Housing & Development Corporation

Agenda Handbook for Regular Shareholders’ Meeting 2016

Date scheduled for regular shareholders’ meeting: June 21, 2016 (Tuesday) at 9:00 a.m. Venue to convene the regular shareholders’ meeting: No. 261 Nanmen Road, Tainan City (The Conference Hall on 1F of the Labor Recreational Center)

One. Procedures of the Meeting ............................................................................................... 1 Two. Agenda ............................................................................................................................. 2 I. Issues to be Discussed .............................................................................................. 4 II. Issues to be Reported .............................................................................5 III. Issues to be Acknowledged.....................................................................8 IV. Issues to be Discussed ........................................................................9 V. Election ............................................................................................9 VI. Other proposals .............................................................................. 10 VII. Extraordinary Motions ....................................................................... 10 Three. Attachments I. The Company’s Articles of Incorporation amendment before and after .................... 11 II. Business Report 2015 ................................................................................................ 17 III. Review Report by the Supervisors ........................................................................... 19 IV. The Company’s Regulations Governing Procedure for Board of Directors Meetings amendment before and after ................................................................................... 20 V. The Company’s Ethical Management Best Practice Principles amendment before and after .................................................................................................................. 23 VI. The Company’s Procedures for Ethical Management and Guidelines for Conduct amendment before and after ................................................................................... 29 VII. The Company’s Corporate Social Responsibility Best Practice Principles amendment before and after ................................................................................... 32 VIII. The Company’s Code of Ethical Conduct ............................................................. 40 IX. Independent Auditor’s Report & the 2015 consolidated financial statements ......... 43 X. Independent Auditor’s Report & the 2015 proprietary financial statements ............ 51 XI. Allocation of Earnings, 2015 ................................................................................... 59 XII. The Company’s Procedures for Handling Acquisition and Disposal of Assets amendment before and after ..................................................................... 60 XIII. The Company’s Procedures for Making of Endorsements/Guarantees amendment before and after ..................................................................... 64 XIV. The Company’s Procedures for Loaning of Funds amendment before and after65 XV. The Company’s Rules of Procedure for Shareholders’ Meeting amendment before and after ...................................................................................... 66 XVI. The Company’s Regulations Governing the Election of Directors and Supervisors (renamed as “Procedures for the Election of Directors”) amendment before and after ..................................................................... 78 XVII. The Company’s Directors and Independent Directors Candidates List ............... 83 XVIII. The Job Responsibilities of the Representatives of the Company’s Juristic

Person Directors with Non-competition Restriction Lifted ............................. 85 Four. Appendix I. The Company’s Rules of Procedure for Shareholders’ Meeting, the Initial Contents87 II. The Company’s Articles of Incorporation, the Initial Contents ............................ 90 III. The Shareholdings of the Company’s Directors and Supervisors ....................... 98 IV. The Effects of the Present Bonus Share Grants upon the Company's Business Performance，Earnings Per Share (EPS) and Investment Return Ratio to Shareholders ........................................................................................... 99

Prince Housing & Development Corp.

Procedures to Convene the Regular Shareholders’ Meeting 2016

Call the Meeting to Order

The Chairperson Takes the Position

Opening Speech by the Chairperson

Issues to be Discussed

Issues to be Reported

Issues to be Acknowledged

Issues to be Discussed

Election

Other Proposals

Extraordinary Motions

Adjournment of the Meeting

Prince Housing & Development Corp.

Agenda of Regular Shareholders’ Meeting 2016

I. Time: June 21, 2016 (Tuesday), 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
III. Call the Meeting to Order by the Chairperson (with a report of the number of shares represented by present shareholders)
IV. Opening Speech by the Chairperson
V. Issues to be discussed
(I) The amendment of the Company’s “Articles of Incorporation” is hereby presented for resolution.
VI. Issues to be reported
(I) The Company’s Business Report, 2015.
(II) Report by the Supervisors in the Review of the Company’s Final Account, 2015.
(III) Report of the aggregated total of endorsements/guarantees granted by the Company, 2015.
(IV)Report of the Funds Granted by the Company to Others, 2015.
(V) Report of the Status Quo Corporate Bonds Issued by the Company
(VI)The Company’s Regulations Governing Procedure for Board of Directors Meetings amendment report;
(VII) The Company’s Ethical Management Best Practice Principles amendment report;
(VIII)The Company’s Procedures for Ethical Management and Guidelines for Conduct amendment report;
(IX)The Company’s Corporate Social Responsibility Best Practice Principles amendment report;
(X) The Company’s Code of Ethical Conduct amendment report;
(XI)The 2015 Remuneration to Employees, Directors, and Supervisors report;
(XII) The consolidated 100% owned subsidiary, Prince Dacheng Investment Co., Ltd., Report;

(XIII)Report of Other Issues Concerned.

VII. Issues to be acknowledged
(I) The Company’s Business Report and Financial Statements, 2015 are proposed to be acknowledged
(II) That the proposal for allocation of the Company’s earnings in 2015 is to be acknowledged
VIII. Issues to be discussed
(I) The Company’s Procedures for Handling Acquisition and Disposal of Assets amendment before and after
(II) The Company’s Procedures for Making of Endorsements/Guarantees amendment before and after
(III) The Company’s Procedures for Loaning of Funds amendment before and after

(IV)The Company’s Rules of Procedure for Shareholders’ Meeting amendment before and after
(V) The Company’s Regulations Governing the Election of Directors and Supervisors (renamed as “Procedures for the Election of Directors”) amendment before and after
IX. Election
X. Other proposals
(I) The proposal of lifting the restriction on the non-competition clause against the directors in accordance with Article 209 of the Company Act is presented for resolution.
XI. Extraordinary Motions
XII. Adjournment of the Meeting

Issues to be Discussed

Issue I: The issue for amendment of the Company’s Articles of Incorporation is proposed for resolution. Please refer to in Page 11~16 of the Agenda Handbooks (Attachment I) for the amendment before and after (proposed by the Board of Directors).
Decision resolved:

Issues to be Reported

I. The Company’s Business Report, 2015 is proposed for resolution. Descriptions: The details of the 2015 Business Report are enumerated in Page 17~18 of this Agenda Handbooks (Attachment II) and hereby submitted for information.
II. Report by the Supervisors in the Review of the Company’s Final Account, 2015 is proposed for resolution.
Descriptions: The Report by the Supervisors in the Review of the Company’s Final Account is enumerated in Page 19 of this Agenda Handbooks (Attachment III) and hereby submitted for information.
III. Report of the Aggregated Total of Endorsements/Guarantees Granted by the Company, 2015:
As of December 31, 2015, the endorsements/guarantees granted by the Company to the invested company are enumerated below and hereby submitted for information.

Expressed in Thousand New Taiwan Dollars

Targets of Endorsements/Guarantees	Amounts of Endorsements/Guarantees atEnd oftheTerm	Amounts of Endorsements/Guarantees ActuallyDisbursed
Ta Chen Construction & Engineering Corp.	1,900,000	0
The Splendor Hospitality International Co.,Ltd.	2,000,000	1,708,520

IV. Report of the Funds Granted by the Company to Others, 2015:
As of December 31, 2015, the loaning of funds granted by the Company are enumerated below and hereby submitted for information.
Expressed in Thousand New Taiwan Dollars

Targets of loaning of funds	Quota of loaning of fund	Balance amount of Loaning of fund at End oftheTerm
Ta Chen Construction & Engineering Corp.	200,000	0

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 shall 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 Chairperson was authorized with full power to issue within the specified limits as the market situations may justify as a mean 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 shall 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 shall issue the first secured 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. The Company’s Regulations Governing Procedure for Board of Directors Meetings amendment report;
Descriptions: The Company’s Regulations Governing Procedure for Board of Directors Meetings amendment before and after is enumerated in Page 20~22 of this Agenda Handbooks (Attachment IV) and hereby submitted for information.
VII. The Company’s Ethical Management Best Practice Principles amendment report; Descriptions: The Company’s Ethical Management Best Practice Principles amendment before and after is enumerated in Page 23~28 of this Agenda Handbooks (Attachment V) and hereby submitted for information.
VIII. The Company’s Procedures for Ethical Management and Guidelines for Conduct amendment report;
Descriptions: The Company’s Procedures for Ethical Management and Guidelines for Conduct amendment before and after is enumerated in Page 29~31 of this Agenda Handbooks (Attachment VI) and hereby submitted for information.
IX. The Company’s Corporate Social Responsibility Best Practice Principles amendment report;
Descriptions: The Company’s Corporate Social Responsibility Best Practice Principles amendment before and after is enumerated in Page 32~39 of this Agenda Handbooks (Attachment VII) and hereby submitted for information.
X. The Company’s Code of Ethical Conduct amendment report;
Descriptions: The Company’s Code of Ethical Conduct amendment before and after is enumerated in Page 40~42 of this Agenda Handbooks (Attachment VIII) and hereby submitted for information.

XI. The 2015 Remuneration to Employees, Directors, and Supervisors report:
(I) It was processed in accordance with amended Article 32 of the Articles of Incorporation.
(II) An amount of NT$83,250,160 (3%) appropriated as remuneration to directors and supervisors and paid in cash was proposed in the 10[th] Remuneration Committee meeting of Session Second and resolved in the 14[th] Board Meeting of Session Fourteen.
(III)An amount of NT$244,705,018 (less than 10% of the annual net income) appropriated as employee performance incentive and bonus and paid in cash was resolved in the 14[th ] Board Meeting of Session Fourteen in accordance with the proposal resolved in the 6[th] Board Meeting of Session Fourteen.
XII. The consolidated 100% owned subsidiary, Prince Dacheng Investment Co., Ltd., Report; Descriptions: The Company for the purpose of integrating the Group’s resources to effectively reduce operating cost and to improve overall business performance and competitiveness had the Company’s wholly-owned subsidiary, Prince Dacheng Investment Co., Ltd. merged on May 12, 2015, the merging base date, and the merger was approved by the Ministry of Economic Affairs on July 3, 2015.

XIII. Report of Other Issues Concerned:

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 15, 2016 to April 25, 2016. During the aforementioned timeframe, the Company did not receive such proposal from any shareholder.

Issues to be Acknowledged

Issue I: The Company’s 2015 Business Report and Financial Statements are herewith duly submitted for acknowledgement (Proposed by the Board of Directors). Descriptions: The Company’s 2015 final account documents had been duly resolved in the 14[th] Board Meeting of Session Fourteen, 2016, and subsequently, duly audited by the Supervisors and are hereby submitted for acknowledgement. [For more details, please refer to Page 17~18 (Attachment II) and Page 43~58 (Attachment IX & X) of this Agenda Handbooks.]

Decision resolved:

Issue II: The Proposal for Allocation of the Company’s Earnings in 2015 is to be acknowledged (Proposed by the Board of Directors). Descriptions:
The Company’s 2015 proposal for allocation of earnings had been duly resolved in the 14[th] Board Meeting of Session Fourteen, 2016, and subsequently was duly audited by the Supervisors.
It is proposed that NT$1.1 shall be allocated as the dividend in cash per share. In the event 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, 2015. (For more details, please refer to Page 59 of this Agenda Handbooks, Attachment XI).

Decision resolved:

Issues to be Discussed

Issue I: The Company’s “Procedures for Handling Acquisition and Disposal of Assets” amendment before and after is enumerated in Page 60~63 of this Agenda Handbooks (Attachment XII) and hereby submitted for resolution (Proposed by the Board of Directors).

Resolution: Decision resolved:

Issue II: The Company’s “Procedures for Making of Endorsements/Guarantees” amendment before and after is enumerated in Page 64 of this Agenda Handbooks (Attachment XIII) and hereby submitted for resolution (Proposed by the Board of Directors).

Resolution: Decision resolved:

Issue III: The Company’s “Procedures for Loaning of Funds” amendment before and after is enumerated in Page 65 of this Agenda Handbooks (Attachment XIV) and hereby submitted for resolution (Proposed by the Board of Directors). Resolution: Decision resolved
Issue IV: The Company’s “Rules of Procedure for Shareholders’ Meeting” amendment before and after is enumerated in Page 66~77 of this Agenda Handbooks (Attachment XV) and hereby submitted for resolution (Proposed by the Board of Directors).

Resolution: Decision resolved:

Issue V: The Company’s “Regulations Governing the Election of Directors and Supervisors” (renamed as “Procedures for the Election of Directors”) amendment before and after is enumerated in Page 78~82 of this Agenda Handbooks (Attachment XVI) and hereby submitted for resolution (Proposed by the Board of Directors).
Resolution: Decision resolved:

Election

Issue: The election of the Company’s directors for Session Fifteen is hereby proposed. Descriptions:

The term of the Company directors and supervisor for Session Fourteen will be expired on June 17, 2016.
A total of 15 directors, including 3 independent directors, are to be elected by a nomination system in accordance with Article 17 of the Articles of Incorporation.
Shareholders shall have directors and independent directors elected from the candidate list. Please refer to Page 83~84 of this Agenda Handbooks (Attachment XVII) for the education, experience, and

other relevant information of the candidates.

The newly elected directors (including independent directors) for Session Fifteen is for a 3-year term from June 21, 2016 to June 20, 2019.

Results of Election:

Other Proposals

Issue: The proposal of lifting the restriction on the non-competition clause against the directors in accordance with Article 209 of the Company Act is presented for resolution (Proposed by the Board of Directors). Descriptions:

I. According to Article 209 of the Company Act: Directors who have performed conduct within the scope of the Company’s business operation on behalf of themselves or any third party shall explain the important contents of the action in the shareholders’ meeting to obtain permission.
II. The representatives of the current juristic person directors, including Mr. Luo, Zhixian, Ms. Gao, Xiuling, and Mr. Wu, Chong Bin, who also serve other companies are with their job positions changed; therefore, under the precondition of not sacrificing the interests of the Company, the restriction of non-competition clause against them is hereby suggested to be lifted.
III. Please refer to Page 85~86 of the Agenda Handbooks (Attachment XVIII) for the job positions of the representatives of the juristic person director with the restriction of non-competition clause lifted.
Decision resolved:

Extraordinary Motions

Adjournment of the Meeting

Attachment I

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

	Contents before amendment		Contents after amendment	Contents after amendment	Reasons for amendment
XIV	Unless otherwise provided for in the Company Act, decisions in the shareholders’ meeting shall be resolved by a majority vote in the meeting that is attended by shareholders who represent a majority of the total issued shares.	XIV	Unless otherwise provided for in the Company Act, decisions in the shareholders’ meeting shall be resolved by a majority vote in the meeting that is attended by shareholders who represent a majority of the total issued shares. The Company while holding a shareholders’meeting shall include the right to vote by electronic means as one of the voting measures, and may exercise voting rights in writing as well.		Includedthe right to vote by electronic means as one of the voting measures.
XV	Each share hereof is entitled to one voting power,provided that the Company has no voting power for shares held upon occurrence of an incident under Article 179, Paragraph 2 of the Company Act.	XV	Each share hereof is entitled to one voting power,except for those being restricted or those shares held without voting power under the Company Act.		Text was amended in compliance with the governing regulation.

Chapter Four	Board of Directors	Chapter Four	Board of Directors	and Audit Committee	Audit Committee was set up accordingly and the regulations related to supervisors were deleted.
XVII	The Company has fifteen directors, including three independent directors, to be elected in the shareholders’ meeting according to the candidates’ nomination system from candidates with disposing capacity, with a 3-year term 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 in 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 allocated to elect several candidates. The candidates who win more ballots shall be the elected directors. The matters regarding professional qualification requirements, shareholding ratios, restriction on moonlighting, methods of nomination, 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.	XVII	The Company has fifteen directors, including three independent directors, to be elected in the shareholders’ meeting according to the candidates’ nomination system from candidates with disposing capacity, with a 3-year term 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 in 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 allocated to elect several candidates. The candidates who win more ballots shall be the elected directors. The matters regarding professional qualification requirements, shareholding ratios, restriction on moonlighting, methods of nomination, 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.		Text was amended in conformity with the amendment of #235 and the enactment of #235-1 of the Company Act.

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
	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 earningsshall be, nevertheless, duly handled in accordance with Article XXXII of these Articles of Incorporation.		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 directors and supervisorsshall be, nevertheless, duly handled in accordance with Article XXXII of these Articles of Incorporation.
XXII	The Board of Directors shall convene a meeting on a quarterly basis as minimum. Unless otherwise prescribed by law, the Board of Directors meeting shall be convened by the chairperson. Notices to a Board of Directors meeting shall expressly bear the subjects and served to all directors and supervisorsseven (7) days in advance. In case of an emergency, nevertheless, a Board of Directors meeting may be convened at anytime. The notices mentioned in the preceding paragraph may be served to all directors and supervisorsin writing, by FAX, or electronic means.	XXII	The Board of Directors shall convene a meeting on a quarterly basis as minimum. Unless otherwise prescribed by law, the Board of Directors meeting shall be convened by the chairperson. Notices to a Board of Directors meeting shall expressly bear the subjects and served to all directors seven (7) days in advance. In case of an emergency, nevertheless, a Board of Directors meeting may be convened at anytime. The notices mentioned in the preceding paragraph may be served to all directors in writing, by FAX, or electronic means.	Audit Committee was set up accordingly and the regulations related to supervisors were deleted with text amended.
Chapter Five	Supervisors			Audit Committee was set up accordingly and the contents of the original chapter were deleted.

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
XXIV	The Company has three to five supervisors,	XXIV	The Company’s Audit Committee is set up in accordance with the provisions of the Securities Exchange Act and composed by all independent directors. The composition, job responsibilities and authorities, the rules of procedure, and other matters to be complied with of the Company’s Audit Committee shall be processed in accordance with the relevant provisions of the securities authorities.	Audit Committee was set up accordingly and the regulations related to supervisors were deleted.
	to be elected in the shareholders’meeting according to the candidate nomination system from candidates with disposing capacity, with a 3-year term of office, and entitled to reelection. Among the supervisors, at least one shall have fixed domicile in the Republic of China. The aggregate total of shares to be held by all supervisors shall be duly handled in accordance with the requirements promulgated by the competent authority in
	charge of securities affairs. Upon election of supervisors in the shareholders’ meeting, each share is entitled to election power equivalent to the number of supervisors to be elected and may be concentrated to elect one candidate or be allocated to elect several candidates. The candidates who win more ballots shall be the elected supervisors. The provision set forth under Article XVII,
	Paragraph III of the Company’s Articles of
	Incorporation is equally mutatis mutandis applicable to the remuneration, travel, or transportation allowance and office fares for supervisors.
XXV	The supervisors shall have the powers, duties and responsibilities enumerated below: 1. Investigate into the Company’s business and financial standing. 2. Audit books and documents. 3. Superintend implementation of the Company’s business	XXV	Starting from the date set up the Audit Committee, the mandate of the supervisor in accordance with the Company Act, Securities Exchange Act, and other laws and regulations is equally mutatis mutandis	Audit Committee was set up accordingly and the regulations related to supervisors were deleted. The mandate of the supervisors was equally mutatis mutandis applicable to the Audit Committee.
			applicable to the Audit Committee.
	operation. 4. Exercise other powers as bestowed by laws and ordinances concerned.
XXVI	Supervisors may attend a Board Meeting as	XXVI	The Company may have other functional committee set up with the organizational charters enacted by the Board of Directors in accordance with relevant laws and regulations.	1.Audit Committee was set up accordingly and the regulations related to supervisors were deleted. 2. This Article was
	non-voting guest participants to speak up their opinions but shall have no voting powers there.

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
				amended in accordance with Article XIV-IV and Article XIV- VI of the Securities Exchange Act to enhance corporate governance.
XXVII	Upon performance of duties, the supervisors shall work out reports on the books and accounts they audit and submit them to theshareholders’ meeting.		(Omitted)	Audit Committee was set up accordingly and the regulations related to supervisors were deleted.
XXVIII	The Company may acquire liability insurance for directorsand supervisorsto insure themselves for potential risk in exercise of their duties within the scope of business lines. The Board of Directors is bestowed with full powers to implement the acquirement of the liability insurance.	XXVII	The Company may acquire liability insurance for directors to insure themselves for potential risk in exercise of their duties within the scope of business lines. The Board of Directors is bestowed with full powers to implement the acquirement of the liability insurance.	Audit Committee was set up accordingly and the regulations related to supervisors were deleted with the order of Articles rearranged.
Chapter Six	Managerial Officers and Staff	Chapter Five	Managerial Officers and Staff	The order of Chapters and Articles were rearranged.
XXIX	The Company shall have managerial officers who shall be duly appointed, discharged, and paid in accordance with Article 29 of the Company Act. The powers for the managerial officers in management over the Company’s business affairs, and the scope of their powers to sign shall be duly fixed in accordance with the contents of the powers bestowed to the respective departments and the decisions resolved in the Board of Directors.	XXVIII	The Company shall have managerial officers who shall be duly appointed, discharged, and paid in accordance with Article 29 of the Company Act. The powers for the managerial officers in management over the Company’s business affairs, and the scope of their powers to sign shall be duly fixed in accordance with the contents of the powers bestowed to the respective departments and the decisions resolved in the Board of Directors.	The text of the Article was not changes except for the order of the Article.
Chapter Seven	Accounting	Chapter Six	Accounting	It was rearranged to Chapter Six.

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
XXX	The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. The final account settlement shall be conducted at end of every fiscal year.	XXIX	The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. The final account settlement shall be conducted at end of every fiscal year.	The text of the Article was not changes except for the order of the Article.
XXXI	Upon closing of each fiscal year, the Board of Directors shall work out the following documentsto be audited by the supervisors before the regular shareholders’meeting and to be acknowledged in the regular shareholders’ meeting: 1. Business report 2. Financial statements 3. Proposals of allocation of earnings and coverage of loss	XXX	Upon closing of each fiscal year, the Board of Directors shall work out the following documents to be acknowledged in the regular shareholders’ meetingin accordance with the mandatory procedures: 1. Business report 2. Financial statements 3. Proposals of allocation of earnings and coverage of loss	1. Audit Committee was set up accordingly and the regulations related to supervisors were deleted. 2. Text was amended and the order of Article rearranged.
XXXII	The Company operates its business amidst the industrial environment in its mature phase, which is characterized by cutthroat competition. The Board of Directors shall, therefore, propose the allocation of earnings by taking into account the budget in capital expenditures and demand for working capital so as to measure the necessity to utilize the earnings to back up capital demand. In turn, the Company will resolve decisions about retained earnings or the amount of dividend or bonus to be allocated to shareholders in cash. From the earnings made by the Company as shown through the final accounts of every fiscal year, the sums to pay profit- seeking enterprise income taxes and make good loss in previous year, if any, shall be first withheld. From the balance, if any, a sum of 10% of the legal reserve shall be withheld unless the legal reserve appropriated in accumulation is up to the aggregate total of the Company’s paid-in capital and then the sum to amortize or to restore legal reserve. The final balance shall be the allocable earning this term and shall be, added with the unappropriated retained earnings accumulated in the previous year, the allocable earnings. The dividend and bonus to shareholders shall be 50%~100% of the allocable earnings and the cash dividend shall not be below the minimum at 30% of the aggregate total of dividend,bonus allocable that	XXXI	The Company operates its business amidst the industrial environment in its mature phase, which is characterized by cutthroat competition. The Board of Directors shall, therefore, propose the allocation of earnings by taking into account the budget in capital expenditures and demand for working capital so as to measure the necessity to utilize the earnings to back up capital demand. In turn, the Company will resolve decisions about retained earnings or the amount of dividend or bonus to be allocated to shareholders in cash. From the earnings made by the Company as shown through the final accounts of every fiscal year, the sums to pay profit- seeking enterprise income taxes and make good loss in previous year, if any, shall be first withheld. From the balance, if any, a sum of 10% of the legal reserve shall be withheld unless the legal reserve appropriated in accumulation is up to the aggregate total of the Company’s paid-in capital and then the sum to amortize or to restore legal reserve. The final balance shall be the allocable earning this term and shall be, added with the unappropriated retained earnings accumulated in the previous year, the allocable earnings. The dividend and bonus to shareholders shall be 50%~100% of the allocable earnings and the cash dividend shall not be below the minimum at 30% of the aggregate total of dividend,bonus allocable that	1. Audit Committee was set up accordingly and the regulations related to supervisors were deleted. 2. Allocation of earnings was rearranged into two separate Articles in accordance with the amendment of #235 and the enactment of #235-1 of the Company Act and the original Article XXXII. 3. Text was amended and the order of Article rearranged.

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
	year. For the balance other than allocation of dividend, the Board of Directors shall work out proposal to be resolved in the shareholders’ meeting before allocation. In the allocation, the remuneration to directors and supervisors shall be 3% of the total allocable earning this term and bonus to employees shall be 2% minimum of the total allocable earning this term. Where the aforementioned bonus to employees is allocated in stocks, the targets may include employees		year. For the balance other than allocation of dividend, the Board of Directors shall work out proposal to be resolved in the shareholders’ meeting before allocation.
	serving with the Company’s subsidiaries who satisfy the specified requirements.
		XXXII	In the allocation, the remuneration to employees shall be 2% minimum of the total allocable earnings this term and the remuneration to directors and supervisors shall be 3% maximum of the total allocable	It was rearranged into two separate Articles in accordance with the enactment of #235-1 of the Company Act and the original Article XXXII.
			earning this term; also, the Company’s losses, if any, shall be made up. Where the aforementioned remuneration to
			employees is allocated in stocks or cash, the
			targets may include employees serving with
			the Company’s subsidiaries who satisfy the
			specified requirements. The current profit in Paragraph I refer to the
			net income before tax after deducting remuneration to employees and directors. The remuneration to employees and directors shall be resolved by attendance of
			Board directors who represent a two-thirds majority and by a majority vote of the attending directors; also, it shall be reported
			in the shareholders’meeting.
Chapter Eight	Supplementary Provisions	Chapter Seven	Supplementary Provisions	The order of Chapters and Articles were rearranged.
XXVI	These Articles were duly enacted on August 23, 1973, …, and had been put into enforcement after being resolved in the shareholders’ meeting.	XXXVI	These Articles were duly enacted on August 23, 1973, …,and the 35th amendment was made on June 21, 2016; also, they had been put into enforcement after being resolved in the shareholders’ meeting.	Add date scheduled for the 35th amendment.

Attachment II

Business Report

I. Report on the business performance in the preceding fiscal year

Looking back on 2015, while the global economy showed signs of chaotic uncertainty, the United States, Japan, and Europe economy performed stably; however, economic growth was less than satisfactory. China, the emerging economy, and Association of Southeastern Asian Nations (ASEAN) grew at a slowed-down pace, and in fact, entered a recession. In terms of finance, the United States raise interest rates in spite of all the efforts contributed to go the other direction; also, Europe, China, and Japan ad continued to maintain a loose monetary policy. The difference in monetary policy of all the countries involved had resulted in many variables to the financial situation. In terms of domestic market, the momentum of domestic demand was stable; however, export business had been in recession for several consecutive months; therefore, the industry had held a relatively conservative attitude toward the future economy.

In terms of real estate, while facing the excessive supply of real estate for sale, the Central Bank of the ROC (Taiwan) adopted the targeted credit control measures. In addition, a series of negative factors, including a luxury tax and ownership tax, caused the real estate market sales to decline significantly. According to the statistics, the number of buildings sold annually in Taiwan reached a record low of the last 14 year. While facing the “high price, large quantity, multi-tax” dilemma, investors exited the market and the first-time houseowner and the house-owner looking for replacement became the major buyers. The housing market was in recession and the Company had striven cautiously to assess the neighboring areas regularly, to obtain the most accurate market research information, and to continue the good sales with the Metropolitan areas characterized by providing the convenient facilities of life and transportation network. In addition, we worked together to focus on the reinvestment business and to improve the investment profit of construction, real estate, hotel, and BOT dormitories and resorts.

The construction projects completed in current year include: Taipei Prince Fu Project II, Taichung Cloud Century Region A, Hai Yen, Chin Fon Gin, and Tainan Prince Floral Bo Project V. In the entire year, the Company gained operating revenues amounted to NT$8.763 billion, net profit amounted to NT$2.237 billion, consolidated revenues amounted to NT$16.108 billion, and consolidated net profits amounted to NT$2.233 billion.

II. Operating Plans of the Year Summary:

Looking ahead toward 2016 while facing deflation, the global economy is believed to be with limited growth. In terms of the domestic economy, we hope to see the political situation after the elections become stable and the ruling party and opposing party will work together to come up with a new economic policy, including stimulating private consumption, expanding export business, expanding capital investment, attracting capital to return, and improving the employment environment with top priority. Taiwan must move forward and the government administration, new and old, should work together to maintain economic stability, to revitalize the market, and to keep the country out moving forward.

In regards to real estate markets, the introduction of the integrated property tax and land tax in 2016 has caused the luxury tax to be cancelled. The incentive of construction capacity will be initiated starting from this July; however, if builders rush to have new buildings market launched, a fear of supply and demand imbalance in the housing market will come true and the real estate market will take a downturn. In the Company, we anticipate to see these construction projects to be completed and presented to house buyers in 2016: Taipei Prince Yuan-Ding, Taichung Cloud Century Region A, and Kaohsiung Prince Cloud Region D. In addition, the reinvestment in hotels and inns and investment in real estate will be with a stable revenue and profit maintained.

III. Prospective Development Strategies of the Company

Effective cost control, prudent investment decision-making, and talents incubation are the three arrows of the Company used against the housing market downturn. Time changes, technology advances, and the Company repeatedly thinks about innovation with a smart technology and health home cloud service promoted that will be extended to food, clothing, shelter, and transportation service functions in the future in order to create a peace-of-mind, safe, and happy houses that have the name of Prince Housing & Development Corp., come to the mind of buyers when they are buying a house.

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

Attachment III

Prince Housing & Development Corp. Supervisors’ Report in the Most Recent Year

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 2015, and found the same to be true and correct. Therefore, the Supervisors’ Report is hereby issued in accordance with Article 219 of the Company Act.

The 2016 Regular Shareholders’ Meeting

Supervisors

Chuang, Ying-Nan

Huang, Chao-Wen

Chen, Jing-Shin

Chen, Chien-Hung

Lin, Jheng-Yang

March 23, 2016

Attachment IV

Price Housing & Development Corp.

Regulations Governing Procedure for Board of Directors Meetings amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
III	The Board Meeting is convened quarterly. Unless otherwise prescribed by regulations, the Board Meeting shall be convened by the chairperson and with the reasons for convening the Board Meeting stated in the notice to directorsand supervisorsseven days in advance. An extraordinary Board Meeting can be convened due to an urgent matter. The notice of a Board Meeting as stated in the preceding paragraph shall be sent to directorsand supervisorsin writing, by fax, or by electronic means. The matters stated in Article VII Paragraph I shall be illustrated in the reasons for convening the meeting not in the motion, except for in an emergencyor with aproper cause.	III	The Board Meeting is convened quarterly. Unless otherwise prescribed by regulations, the Board Meeting shall be convened by the chairperson and with the reasons for convening the Board Meeting stated in the notice to directors seven days in advance. An extraordinary Board Meeting can be convened due to an urgent matter. The notice of a Board Meeting as stated in the preceding paragraph shall be sent to directors in writing, by fax, or by electronic means. The matters stated in Article VII Paragraph I shall be illustrated in the reasons for convening the meeting not in the motion, except for in an emergency or with a proper cause.	Audit Committee was set up accordingly to take over the responsibility of the supervisors with text amended.
Ⅷ	Except for the matters stated in Paragraph I of the preceding article that shall be presented in the Board Meeting for discussion, during the Board Meeting in recess, if the Board of Directors is authorized to exercise responsibilities and powers in accordance with law or the Articles of Incorporation, the authorization level, content, or matter shall be clearly defined without a discretionary authorization.	Ⅷ	Except for the matters stated in Paragraph I of the preceding article that shall be presented in the Board Meeting for discussion, during the Board Meeting in recess, if the Board of Directors is authorized to exercise responsibilities and powers in accordance with law or the Articles of Incorporation, the authorization level, content, or matter shall be clearly definedin accordance with the principle as follows: I. According to the Company’s division of responsibilities handbook; II. According to Company’s management regulations, systems, and rules; III. The appointment of the transfer invested company’s directors and supervisors. IV. Capital increase or capital reduction base date and cash dividend distribution base date approval.	Amended clause in accordance with law and regulations.
XV	Motions are resolved and passed with a majority attendance and a majority vote of the attending directors, unless otherwise provided in the Company Act and the Regulations Governing Procedure for Board of Directors Meetings.	XV	Motions are resolved and passed with a majority attendance and a majority vote of the attending directors, unless otherwise provided in the Company Act and the Regulations Governing Procedure for Board of Directors Meetings. The amendment or substitute of the same motion, if	Amended clause in accordance with law and regulations.
			any, is to be merged into the original motion by the Chairperson for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need
			of further voting. The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairperson; however, the said scrutineers shall be appointed from the board directors. The results of the vote shall be reported on-site and then documented.

Price Housing & Development Corp.

Regulations Governing Procedure for Board of Directors Meetings amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
XV II	The resolutions reached in the Board Meeting shall be documented in the meeting minutes. The following matters shall be detailed in the meeting minutes: I. Term (or year) of Board Meeting and the time and place; II. Name of the Chairperson; III. Directors’ attendance,including the name and number of the attendees, directors on leave, and absentees; IV. The names and titles of the attendees; V. Name of the clerk; VI. Issues to be reported; VII. Issues to be discussed: The resolution methods and results of each motion, the statement summary of the directors,supervisors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not excused, recusal situations, objections or reservations in writing or documented, and the written statements and opinions of independent directors issued pursuant to Article VII Paragraph IV; VIII. Extraordinary Motion:The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, supervisors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not excused, recusal situations, and objections or reservations in writing or documented; IX. Other matters to be recorded The resolutions reached in the Board Meeting that are subject to the following circumstances shall be documented in the meeting minutes and disclosed on Market Observation Post System (MOPS) designated by the Financial Supervisory Committee within two days from the Board Meeting date: I. The objections or reservations of independent directors documented or in writing.	XV II	The resolutions reached in the Board Meeting shall be documented in the meeting minutes. The following matters shall be detailed in the meeting minutes: I. Term (or year) of Board Meeting and the time and place; II. Name of the Chairperson; III. Directors’ attendance,including the name and number of the attendees, directors on leave, and absentees; IV. The names and titles of the attendees; V. Name of the clerk; VI. Issues to be reported; VII. Issues to be discussed: The resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not excused, recusal situations, objections or reservations in writing or documented, and the written statements and opinions of independent directors issued pursuant to Article VII Paragraph IV; VIII. Extraordinary Motion:The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph I of the preceding Article, the content of the stake, the reasons for having themselves excused or not excused, recusal situations, and objections or reservations in writing or documented; IX. Other matters to be recorded The resolutions reached in the Board Meeting that are subject to the following circumstances shall be documented in the meeting minutes and disclosed on Market Observation Post System (MOPS) designated by the Financial Supervisory Committee within two days from the Board Meeting date: I. The objections or reservations of independent directors documented or in writing. II. A motion is not passed by the Audit Committee, if it is set up within the Company,unless with the consent of	Audit Committee was set up accordingly to take over the responsibility of the supervisors with text amended.

Price Housing & Development Corp.

Regulations Governing Procedure for Board of Directors Meetings amendment before and after

Reasons for Contents before amendment Contents after amendment amendment II. A motion is not passed by the Audit two-thirds of the board directors. Committee, if it is set up within the The attendance registry of a Board Meeting Company, unless with the consent is an integral part of the meeting minutes and of two-thirds of the board directors. it shall be reserved throughout the duration The attendance registry of a Board Meeting of the Company. is an integral part of the meeting minutes and The presiding Chairperson and the clerk shall it shall be reserved throughout the duration sign the meeting minutes. In addition, it shall of the Company. be distributed to all directors within twenty The presiding Chairperson and the clerk days after the meeting. The meeting minutes shall sign the meeting minutes. In addition, it shall be classified as an important document shall be distributed to all directors and of the Company and shall be properly supervisors within twenty days after the reserved throughout the duration of the meeting. The meeting minutes shall be Company. classified as an important document of the The meeting minutes referred to in Paragraph Company and shall be properly reserved I can be produced and distributed throughout the duration of the Company. electronically. The meeting minutes referred to in Paragraph I can be produced and distributed electronically.

Attachment V

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
II	(Prohibiting unethical conduct) The Company’s directors,supervisors, managers, employees, proxies, or individuals with real controlling power (referred to as the “real controller” hereinafter), while engaging in commercial activities, may not directly or indirectly offer, promise, demand, or accept any illegal gains, or, commit any unethical conduct, including unethical, illegal, or breach of fiduciary duty, for obtaining or maintaining benefits (referred to as “unethical conduct” hereinafter). The individuals subject to the restriction of unethical conduct in the preceding paragraph include public officials, candidates for political participation, political party or party crew, as well as any public, private enterprises, or institutions and their directors (executors), supervisors, managers, employees, real controllers, or other stakeholders.	II	(Prohibiting unethical conduct) The Company’s directors, managers, employees, proxies, or individuals with real controlling power (referred to as the “real controller” hereinafter), while engaging in commercial activities, may not directly or indirectly offer, promise, demand, or accept any illegal gains, or, commit any unethical conduct, including unethical, illegal, or breach of fiduciary duty, for obtaining or maintaining benefits (referred to as “unethical conduct” hereinafter). The individuals subject to the restriction of unethical conduct in the preceding paragraph include public officials, candidates for political participation, political party or party crew, as well as any public, private enterprises, or institutions and their directors (executors), supervisors, managers, employees, real controllers, or other stakeholders.	Audit Committee was set up accordingly to take over the responsibility of the supervisors. Same for the statement hereinafter.
X	(Prohibiting bribing and accepting bribe) The Company and the Company’s directors,supervisors,managers, employees, proxies, and individual with real controlling power, while engaging in business operation, may not directly or indirectly offer, promise, demand, or accept any illegal gains from or to customers, agents, contractors, suppliers, public officials, or other stakeholders.	X	(Prohibiting bribing and accepting bribe) The Company and the Company’s directors, managers, employees, proxies, and individual with real controlling power, while engaging in business operation, may not directly or indirectly offer, promise, demand, or accept any illegal gains from or to customers, agents, contractors, suppliers, public officials, or other stakeholders.
XII	(Prohibiting improper charitable donations or sponsorship) The Company and the Company’s directors, supervisors,managers, employees, proxies, and real controllers shall have charitable donations or sponsorship, if any, made in conformity with the relevant laws and regulations and internal operating procedures that cannot be disguised as bribery.	XII	(Prohibiting improper charitable donations or sponsorship) The Company and the Company’s directors, managers, employees, proxies, and real controllers shall have charitable donations or sponsorship, if any, made in conformity with the relevant laws and regulations and internal operating procedures that cannot be disguised as bribery.
XIII	(Prohibiting unreasonable gifts, hospitality, or other improper benefits) The Company and the Company’s directors, supervisors,managers, employees, proxies, and real controllers shall not directly or indirectly offer or accept any unreasonable gifts, hospitality, or other illegal gains for the purpose of establishing a business relationship or affecting commercial	XIII	(Prohibiting unreasonable gifts, hospitality, or other improper benefits) The Company and the Company’s directors, managers, employees, proxies, and real controllers shall not directly or indirectly offer or accept any unreasonable gifts, hospitality, or other illegal gains for the purpose of establishing a business relationship or affecting commercial

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment
	transactions.		transactions.
XIV	(Prohibiting infringement of intellectual property rights) The Company and the Company’s directors, supervisors,managers, employees, proxies, and real controllers shall comply with intellectual property laws and regulations, internal operating procedures, and contractual provisions. Intellectual property may not be used, leaked, disposed, damaged, or infringed without the consent of the intellectual property right owner.	XIV	(Prohibiting infringement of intellectual property rights) The Company and the Company’s directors, managers, employees, proxies, and real controllers shall comply with intellectual property laws and regulations, internal operating procedures, and contractual provisions. Intellectual property may not be used, leaked, disposed, damaged, or infringed without the consent of the intellectual property right owner.
XVI	(Preventing product or service from damaging stakeholders) The Company and the Company’s directors, supervisors,managers, employees, proxies, and real controllers shall have had the research and development, procurement, production, supply, or sales of products and services complying with the relevant laws and regulations and international guidelines, ensuring information transparency and safety of products and services, enacting and announcing consumer’s or other stakeholder’s equity protection policies, and implementing it in operational activities in order to prevent products or services from damaging the equity, health, and safety of consumers or other stakeholders directly or indirectly. When there is sufficient evidence to identify the potential risk of the instruments and services detrimental to the consumer’s and other stakeholder’s safety and health, in principle, such product lot shall be recalled and such service shall be ceased immediately.	XVI	(Preventing product or service from damaging stakeholders) The Company and the Company’s directors, managers, employees, proxies, and real controllers shall have had the research and development, procurement, production, supply, or sales of products and services complying with the relevant laws and regulations and international guidelines, ensuring information transparency and safety of products and services, enacting and announcing consumer’s or other stakeholder’s equity protection policies, and implementing it in operational activities in order to prevent products or services from damaging the equity, health, and safety of consumers or other stakeholders directly or indirectly. When there is sufficient evidence to identify the potential risk of the instruments and services detrimental to the consumer’s and other stakeholder’s safety and health, in principle, such product lot shall be recalled and such service shall be ceased immediately.

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment
XVII	(Organization and responsibility) The Company’s directors,supervisors, managers, employees, proxies, and real controllers shall exercise due diligence as an administrator to urge the Company to prevent unethical conduct and to review the effectiveness of its implementation and continuous improvement at any time in order to ensure the implementation of the ethical corporate management policy. The Company for substantiating ethical corporate management shall set up dedicated units under the administration of the Board of Directors to be responsible for the ethical management police and the enactment, supervision, and implementation of the prevention programs, to be in charge of the following matters mainly, and to report to the Board of Directors periodically: (The following contents remain intact; Omitted)	XVII	(Organization and responsibility) The Company’s directors, managers, employees, proxies, and real controllers shall exercise due diligence as an administrator to urge the Company to prevent unethical conduct and to review the effectiveness of its implementation and continuous improvement at any time in order to ensure the implementation of the ethical corporate management policy. The Company for substantiating ethical corporate management shall set up dedicated units under the administration of the Board of Directors to be responsible for the ethical management police and the enactment, supervision, and implementation of the prevention programs, to be in charge of the following matters mainly, and to report to the Board of Directors periodically: (The following contents remain intact; Omitted)
XVIII	(Business compliance) The Company’s directors,supervisors, managers, employees, proxies, and real controllers shall comply with laws and regulations, and prevention programs at the time of executing business.	XVIII	(Business compliance) The Company’s directors, managers, employees, proxies, and real controllers shall comply with laws and regulations, and prevention programs at the time of executing business.
XIX	(Avoiding conflicts of interest) The Company shall enact policies to prevent conflicts of interest in order to identify, monitor, and manage the risk of unethical conduct resulted from the conflicts of interest; also, shall provide appropriate channels for the directors, supervisors,managers, and other attending stakeholders at the Board Meeting to voluntarily explain the presence or absence of potential conflicts of interest with the Company. The Company’s directors,supervisors, managers, and other attending stakeholders at the Board Meeting, when the proposals of the Board of Directors are in conflict of interest with them or the juristic person shareholders they represented, shall detail the material information of the conflict of interest in the Board Meeting. If such conflict of interest is detrimental to the Company’s interest, they may not participate in the process of discussion and	XIX	(Avoiding conflicts of interest) The Company shall enact policies to prevent conflicts of interest in order to identify, monitor, and manage the risk of unethical conduct resulted from the conflicts of interest; also, shall provide appropriate channels for the directors, managers, and other attending stakeholders at the Board Meeting to voluntarily explain the presence or absence of potential conflicts of interest with the Company. The Company’s directors, managers, and other attending stakeholders at the Board Meeting, when the proposals of the Board of Directors are in conflict of interest with them or the juristic person shareholders they represented, shall detail the material information of the conflict of interest in the Board Meeting. If such conflict of interest is detrimental to the Company’s interest, they may not participate in the process of discussion and voting; also, they shall be excused from the discussion and voting and

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment
	voting; also, they shall be excused from the discussion and voting and may not exercise any voting right on behalf of other directors. Directors shall be self-disciplined without rendering inappropriate support mutually. The Company’s directors,supervisors, managers, employees, proxies, and real controllers shall not take advantage of the job position or job influence to obtain illegal gains for themselves, their spouses, parents, children, or any other person.		may not exercise any voting right on behalf of other directors. Directors shall be self- disciplined without rendering inappropriate support mutually. The Company’s directors, managers, employees, proxies, and real controllers shall not take advantage of the job position or job influence to obtain illegal gains for themselves, their spouses, parents, children, or any other person.
XXI	(Operating procedures and guidelines for conduct) The Company shall have the “Procedures for Ethical Management and Guidelines for Conduct” enacted in accordance with Article VI to specifically regulate the directions for the business performance of the directors,supervisors, managers, employees, and real controllers, which including at least the following: (The following contents remain intact; Omitted)	XXI	(Operating procedures and guidelines for conduct) The Company shall have the “Procedures for Ethical Management and Guidelines for Conduct” enacted in accordance with Article VI to specifically regulate the directions for the business performance of the directors, managers, employees, and real controllers, which including at least the following: (The following contents remain intact; Omitted)
XXII	(Education and training and performance evaluation) The Company shall organize or encourage directors,supervisors,managers, employees, proxies, and real controllers to participate in internal and external ethical management related education & training and advocacy; also, shall invite the counterparties engaged in business with the Company to participate and help them fully understand the Company’s determination in realizing ethical management, policies, prevention programs, and the consequences of committing an unethical conduct. The Company shall have the ethical management policies, staff performance evaluation, and human resources policies combined with a clear and effective reward and punishment system established.	XXII	(Education and training and performance evaluation) The Company shall organize or encourage directors, managers, employees, proxies, and real controllers to participate in internal and external ethical management related education & training and advocacy; also, shall invite the counterparties engaged in business with the Company to participate and help them fully understand the Company’s determination in realizing ethical management, policies, prevention programs, and the consequences of committing an unethical conduct. The Company shall have the ethical management policies, staff performance evaluation, and human resources policies combined with a clear and effective reward and punishment system established.
XXIII	(Reporting system) The Company shall have a specific reporting system enacted and implemented that includes at least the following: I. Establish and publish the internal independent reporting mailbox and hotline, or commission other external independent institutions to provide reporting mailbox and hotline for the	XXIII	(Reporting system) The Company shall have a specific reporting system enacted and implemented that includes at least the following: I. Establish and publish the internal independent reporting mailbox and hotline, or commission other external independent institutions to provide reporting mailbox and hotline for the use

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
	use of Company’s internal and external personnel. II. Designate the specific individual or unit to handle the reporting matters. The reporting matter involving the board directors or top management shall be reported to the independent directors or supervisors;also, enact the classification of the reporting matters and the related Procedures for Investigation Standards. III. Record and reserve the reporting matters, investigation, investigation result, and documentation. IV. Keep in confidence the identity of whistleblowers and the contents of the reporting matter. V. Adopt measures to protect whistleblowers from any mistreatment. VI. Incentives to whistleblowers. The specific individual or unit of the Company that is designated to handle the reporting matters shall have the independent directors orsupervisors informed in writing upon identifying significant irregularities or the potential damages and losses to the Company, and with a report prepared.		of Company’s internal and external personnel. II. Designate the specific individual or unit to handle the reporting matters. The reporting matter involving the board directors or top management shall be reported to the independent directors; also, enact the classification of the reporting matters and the related Procedures for Investigation Standards. III. Record and reserve the reporting matters, investigation, investigation result, and documentation. IV. Keep in confidence the identity of whistleblowers and the contents of the reporting matter. V. Adopt measures to protect whistleblowers from any mistreatment. VI. Incentives to whistleblowers. The specific individual or unit of the Company that is designated to handle the reporting matters shall have the independent directors or informed in writing upon identifying significant irregularities or the potential damages and losses to the Company, and with a report prepared.
XXVI	(Ethical management policies and measures review and amendment) The Company shall pay attention to the development of the domestic and international ethical management norms, and encourage the directors,supervisors, managers, and employees to propose suggestions for improving the Company’s ethical management policies and the implementation measures in order to enhance the implementation and effectiveness of the Company’s ethical management.	XXVI	(Ethical management policies and measures review and amendment) The Company shall pay attention to the development of the domestic and international ethical management norms, and encourage the directors, managers, and employees to propose suggestions for improving the Company’s ethical management policies and the implementation measures in order to enhance the implementation and effectiveness of the Company’s ethical management.
XXVII	(Implementation) The “Ethical Management Best Practice Principles” of the Company shall be implemented with the approval of the Board of Directors and shall be forwarded to eachsupervisorand presented in the shareholders’ meeting, so is the amendment. (The following contents remain intact; Omitted)	XXVII	(Implementation) The “Ethical Management Best Practice Principles” of the Company shall be implemented with the approval of the Board of Directors and shall be forwarded to the Audit Committeeand presented in the shareholders’ meeting, so is the amendment. (The following contents remain intact; Omitted)
XXVIII	(Enactment)	XXVIII	(Enactment)	Added the scheduled

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
	The Principles was enacted on May 4, 2015.		The Principles was enacted on May 4, 2015. The first amendment was made on March 23, 2016.	amendment date.

Attachment VI

Prince Housing & Development Corp. Procedures for Ethical Management and Guidelines for Conduct amendment before and after

		and after	and after

	Contents before amendment		Contents after amendment	Reasons for amendment
II	The “Company’s staff” stated in this “Procedures” refers to the directors, supervisors,managers, employees, proxies, and individuals with real controlling power. The Company’s staff offers, promises, demands, or accepts illegal gains through a third party is deemed as an unethical act of the Company’s staff.	II	The “Company’s staff” stated in this “Procedures” refers to the directors, managers, employees, proxies, and individuals with real controlling power. The Company’s staff offers, promises, demands, or accepts illegal gains through a third party is deemed as an unethical act of the Company’s staff.	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
XI	TheCompany’sdirectors,supervisors, managers, and other attending stakeholders at the Board Meeting, when the proposals of the Board of Directors are in conflict of interest with them or the juristic person shareholders they represented,shall detail the material information of the conflict of interest in the Board Meeting. If such conflict of interest is detrimental to the Company’s interest, they may not participate in the process of discussion and voting; also, they shall be excused from the discussion and voting and may not exercise any voting right on behalf of other directors. Directors shall be self- disciplined without rendering inappropriate support mutually. TheCompany’s employees found a conflict of interest with themselves or the juristic person shareholders they represented while conducting business operation,or may have generated illegal gains for themselves, their spouses, parents, children, or stakeholders, shall report it to the direct supervisor, group supervisor, and the Company’s Audit Office; also, the direct supervisor shall provide adequate guidance to the said employees. The Company’s employees shall not use the Company’s resources for any business activity outside the Company’s business operation, and shall not jeopardize their job performance due to participating in any business activities outside the Company’s business operation.	XI	The Company’sdirectors, managers, and other attending stakeholders at the Board Meeting, when the proposals of the Board of Directors are in conflict of interest with them or the juristic person shareholders they represented,shall detail the material information of the conflict of interest in the Board Meeting. If such conflict of interest is detrimental to the Company’s interest, they may not participate in the process of discussion and voting; also, they shall be excused from the discussion and voting and may not exercise any voting right on behalf of other directors. Directors shall be self-disciplined without rendering inappropriate support mutually. TheCompany’s employees found a conflict of interest with themselves or the juristic person shareholders they represented while conducting business operation,or may have generated illegal gains for themselves, their spouses, parents, children, or stakeholders, shall report it to the direct supervisor, group supervisor, and the Company’s Audit Office; also, the direct supervisor shall provide adequate guidance to the said employees. The Company’s employees shall not use the Company’s resources for any business activity outside the Company’s business operation, and shall not jeopardize their job performance due to participating in any business activities outside the Company’s business operation.	Same as the statement above.
XXI	The Company encourages internal and external personnel to report any unethical conduct or misconduct with rewards distributed depending on the severity of the violation committed. Internal personnel who have reported matters falsely or maliciously are subject to disciplinary action and may be dismissed for committing a severe offense. The Company has establishedand published	XXI	The Company encourages internal and external personnel to report any unethical conduct or misconduct with rewards distributed depending on the severity of the violation committed. Internal personnel who have reported matters falsely or maliciously are subject to disciplinary action and may be dismissed for committing a severe offense.	Same as the statement above.

Prince Housing & Development Corp.

Procedures for Ethical Management and Guidelines for Conduct amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
	internal independent reporting mailbox and hotline on the Company’s website and intranet, or commissioned other external independent institutions to provide reporting mailbox and hotline for the use of Company’s internal and external personnel. Informersshall provide at least the following information: I. Name, identity card number, and address, telephone, and e-mail of the informer for contact; II. Nameor other information that is sufficient to identify the identity and characteristics of the informer; III. Specific fact and proof for investigation; The Company’s responsible personnel shall keep inconfidencethe identity of the informers and the contents of the reporting matter; also, the Company shall adopt measures to protect the informers from any mistreatment. The procedures for handling reported matters shall include at least the following: I. The reported mattersinvolving the general staff shall be reported to the direct supervisor and the group supervisor. The reported matters involving Board directors or top management shall be reported to the independent directorsor supervisors. II. The managerial personnel, independent directors,or supervisorsin the preceding paragraph shall ascertain the relevant facts and seek for the assistance of the Compliance Department or other relevant departments, when necessary. III. If the reported offender has indeed violated the relevant laws and regulations or the Company’s ethical management policies and regulations, the reported offender is requested to stop such conduct immediately and with appropriate disciplinary action rendered; also, the request for damages through legal proceedings may be initiated, when necessary, to maintain the Company’s reputation and interests. IV. The reported matter handling, investigation process, and investigation results shall be documented in writing and reserved for five years that can be by electronic means. For the litigation filed involving the reported matters		The Company has establishedand published internal independent reporting mailbox and hotline on the Company’s website and intranet, or commissioned other external independent institutions to provide reporting mailbox and hotline for the use of Company’s internal and external personnel. Informersshall provide at least the following information: I. Name, identity card number, and address, telephone, and e-mail of the informer for contact; II. Nameor other information that is sufficient to identify the identity and characteristics of the informer; III. Specific fact and proof for investigation; The Company’s responsible personnel shall keep inconfidencethe identity of the informers and the contents of the reporting matter; also, the Company shall adopt measures to protect the informers from any mistreatment. The procedures for handling reported matters shall include at least the following: I. The reported mattersinvolving the general staff shall be reported to the direct supervisor and the group supervisor. The reported matters involving Board directors or top management shall be reported to the independent directors. II. The managing personnel and independent directors in the preceding paragraph shall ascertain the relevant facts and seek for the assistance of the Compliance Department or other relevant departments, when necessary. III. If the reported offender has indeed violated the relevant laws and regulations or the Company’s ethical management policies and regulations, the reported offender is requested to stop such conduct immediately and with appropriate disciplinary action rendered; also, the request for damages through legal proceedings may be initiated, when necessary, to maintain the Company’s reputation and interests. IV. The reported matter handling, investigation process, and investigation results shall be

Prince Housing & Development Corp. Procedures for Ethical Management and Guidelines for Conduct amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
	before the expiry of the data reservation period, the related data shall be reserved until the end of the legal proceedings. V. For the reported matters verified, the Company’s responsible unit shall be instructed to review the Company’s internal control systems and operating procedures with improvement measures proposed to prevent recurrence of such behavior. VI. VI.The Company’s dedicated unit shall have all reported matters, the processes, and subsequent review and improvement measures summarized and reported to the Board of Directors periodically or occasionally depending on the actual practice.		documented in writing and reserved for five years that can be by electronic means. For the litigation filed involving the reported matters before the expiry of the data reservation period, the related data shall be reserved until the end of the legal proceedings. V. For the reported matters verified, the Company’s responsible unit shall be instructed to review the Company’s internal control systems and operating procedures with improvement measures proposed to prevent recurrence of such behavior. VI. VI.The Company’s dedicated unit shall have all reported matters, the processes, and subsequent review and improvement measures summarized and reported to the Board of Directors periodically or occasionally depending on the actual practice.
XXIV	The“Procedures” shall be implemented with the approval of the Board of Directors and shall be forwarded to eachsupervisorand presented in the shareholders’ meeting, so is the amendment. When the “Procedures” was proposed to the Board of Directors for discussion, the opinions of the independent directors shall be taken into consideration with their objections or reservations of opinion documented in the minutes of Board Meeting. If independent directors cannot attend the Board Meeting in person to express their opposition or reservations, unless justified, they shall issue a written opinion in advance that shall be recorded in the minutes of the Board Meeting.	XXIV	The“Procedures” shall be implemented with the approval of the Board of Directors and shall be forwarded to theAudit Committeeand presented in the shareholders’ meeting, so is the amendment. When the “Procedures” was proposed to the Board of Directors for discussion, the opinions of the independent directors shall be taken into consideration with their objections or reservations of opinion documented in the minutes of Board Meeting. If independent directors cannot attend the Board Meeting in person to express their opposition or reservations, unless justified, they shall issue a written opinion in advance that shall be recorded in the minutes of the Board Meeting.	Same as the statement above.
XXV	The “Procedures” was enacted on May 4, 2015.	XXV	The “Procedures” was enacted on May 4, 2015.The first amendment was made on March 23, 2016.	Added the scheduled amendment date.

Attachment VII

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
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 review the enforcement and continually improve the performance to assure faithful fulfillment of corporate social responsibility (CSR).	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 review the enforcement and continually improve the performance to assure faithful fulfillment of corporate social responsibility (CSR). The Company’s Board of Directors has the following matters defined for the fulfillment of corporate social responsibility: (I) Proposes CSR mission or vision and enacts CSR policies, systems, or related management principles. (II) Include CSRin the Company’s operating activities and development direction, and approve the specific CSR action plan. (III) Ensure the promptness and accuracy of the disclosure of CSR information. The Board of Directors shall authorize the top management to handle the economic, environmental and, social issues arising from the Company’s operating activities and to report the handling process to the Board. The operating procedures and the relevant responsible personnel for such task shall be disclosed specifically.	Added clause in accordance with the law and regulations.
		VII	The Company shall regularly arrange CSR education and training, including the advocacy of the matters in Paragraph II of the preceding clause.	Added clause in accordance with the law and regulations and the amendment of Article VI.
VII	To assure wholesome management over corporate social responsibility, the Company shall set up full-time (part-time) departments to fulfill corporate social responsibility.	VIII	To assure wholesome management over corporate social responsibility, the Company shall set up full-time (part- time) departments to fulfill corporate social responsibility. Propose and implement CSR policies, systems, or related management purposes, and specific action plan; and regularly report it to the Board of Directors. The Company shall have had a reasonable salary remuneration policy	Adjusted the order of Articles; added and amended clause in accordance with the law and regulations.

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
			to ensure that the remuneration plan meets organizational strategic objectives and stakeholders’interests. Staff performance evaluation system and CSR policy shall be integrated; also, set up a clear and effective incentive and disciplinary system.
VII I	The Company shall base on honoring the interests of stakeholders to identify the Company’s stakeholders, and shall further set up a special area for stakeholders 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.	IX	The Company shall base on honoring the interests of stakeholders to identify the Company’s stakeholders, and shall further set up a special area for stakeholders 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 responsibilitywithin their concerns.	Adjusted the order of Article without text amendment.
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.	X	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.	Adjusted the order of Article without text amendment.
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.	XI	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.	Adjusted the order of Article without text amendment.
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.	XII	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.	Adjusted the order of Article without text amendment.
		XIII	The Company shall establish environmental management dedicated units or personnel to formulate, promote, and maintain the related environmental management system and specific action programs, and regularly arrange environmental education courses for the management and staff.	Added in accordance with the law and regulations.
XII	The Company shall take into account the potential impact of the Company’s business	XIV	The Company shall take into account thepotential impact of the Company’s	Adjusted the order of

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Contents after amendment	Remarks of amendment
	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 of the Company’s business operation on natural environments and mankind: 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. III. Maximize sustained utilization of recyclable resources.		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 of the Company’s business operation on natural environments and mankind: 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 without text amendment.
XIII	The Company shall be watchful of the impact of climate change upon the Company’s business operations by adopting criteria or guidelines prevalent at home and abroad, and conduct investigation into greenhouse gases and disclose the findings so obtained.	XV		The Company shall be watchful of the impact of climate change upon the Company’s business operations by adopting criteria or guidelines prevalent at home and abroad, and conduct investigation into greenhouse gases and disclose the findings so obtained.	Adjusted the order of Article without text amendment.
XIV	The Company human rights	XVI		The Companyshall obey the relevant laws and regulations, and comply with international human rights conventions and the internationally recognized labor rights to protect the legitimate rights and	Adjusted the order of Article; and added clause in accordance with the law and regulations.
				interests of employees. The Company shall have the relevant management policies and procedures enacted to fulfill its responsibility in protecting human rights, including: I. Propose corporatehuman rights policies or statements. II. Assess the impactof the Company’s operating activities and internal management on human rights, and enact the respective handling procedures. III. Regularly review the effectiveness of corporate human rights policies or statements. IV. When it involves human rights infringement, the handling process for the stakeholder involved shall be disclosed. For labor right infringement, the

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
			Company shall provide an appropriate and effective grievance mechanism to ensure equality and transparency of the appeals process. The grievance channel shall be concise, easy, and smooth; also, the grievance of employee shall be appropriately addressed.
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.	XVII	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,and the rights they are entitled to.	Adjusted the order of Article; and amend text in accordance with the law and regulations.
XVI	The Company shall provide employees with safe and healthy working environments and put forth maximum possible efforts to minimize potential hazardous elements against safety & health of employees to prevent potential occupation-oriented calamities.	XVII I	The Company shall provide employees with safe and healthy working environments,including providing necessary healthy and emergency facilities,and put forth maximum possible efforts to minimize potential hazardous elements against safety & health of employees to prevent potential occupation-oriented calamities. The Company shall provide a regular employee safety and health education and training to employees.	Adjusted the order of Article; and amend text in accordance with the law and regulations.
XVI I	The Company shall create sound and wholesome environments to facilitate employees in their career development.	XIX	The Company shall create sound and wholesome environments to facilitate employees in their career development, andestablish an effective career capability development and training program. The Company shall properly reflect the corporate operatingperformance or achievement in employee remuneration policy to ensure the recruitment, retention, and encouragement of human resources, and to achieve the goal of sustainable development.	Adjusted the order of Article; and amend text in accordance with the law and regulations.
XVI II	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.	XX	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. The Company shall respect the employee representative’s exercising power in negotiating working conditions, and provide employees with the necessary information and hardware facilities in order to promote the	Adjusted the order of Article; and amend text in accordance with the law and regulations.

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Remarks of amendment
			consultation and cooperation between the employers and employees and their representatives. The Company shall notify the employee in a reasonable manner regarding the changes in business operation likely to cause a significant impact.
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.	XXI	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 ofconsumers’ interests.	Adjusted the order of Article without text amendment.
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.	XXII	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.	Adjusted the order of Article without text amendment.
XXI	The Company shall faithfully comply with the Personal Information Protection Act and such laws and ordinances concerned to definitely respect consumers’ privacy and safeguardconsumers’personal information.	XXII I	The Companyshall provide a transparent and effective grievance procedure for the Company’s products and services to have consumer grievance handled fairly and promptly, and shallfaithfully comply with the Personal Information Protection Act and such laws and ordinances concerned to definitely respect consumers’ privacy and safeguard consumers’personal information.	Adjusted the order of Article; and amend text in accordance with the law and regulations.
XXI I	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, and health to jointly put into implementation thoroughly Corporate Social Responsibility.	XXI V	The Company shall faithfully evaluate the impact of the procurement behaviors upon the environments in the supply origin communities and upon society. The Company shall further team up with suppliers in compliance with the requirements in environmental protection, safety, and health to jointly put into implementation thoroughly Corporate Social Responsibility.	Adjusted the order of Article without text amendment.
XXI II	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	XX V	The Company shall evaluate the impact of the Company’s business operation on the community, and shall appropriately hire local manpower where the operation initiated to enhance community recognition.	Adjusted the order of Article; and add clause in accordance with the law

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Contents after amendment	Remarks of amendment
	objects in kind, corporate volunteer services or other professional public interest services to enhance sound development of communities.		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 to enhance sound development of communities.		and regulations.
XXI V	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.	XX VI	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. The Company’s CSR information is disclosed as follows: I. The CSR policies, systems, or related management purposes, and specific action plans approved by the Board of Directors; II. The risk and impact arising from the implementation ofcorporate governance, the development of sustainable environment, and the maintenance of social welfare on the Company’s operations and financial situation; III. The CSRobjectives, measures, and implementation performance drafted up by the Company; IV. The main stakeholders and the issues of their concern; V. The information disclosure of the main suppliers’management and performance in environmental and social issues;		Adjusted the order of Article; and add clause in accordance with the law and regulations.
			I. II. III. IV. V.
				Board of Directors; The risk and impact arising from the
				implementation ofcorporate governance, the development of sustainable environment, and the maintenance of social welfare on the
				Company’s operations and financial
				situation; The CSRobjectives, measures, and implementation performance drafted
				up by the Company; The main stakeholders and the issues
				of their concern; The information disclosure of the main suppliers’management and performance in environmental and social issues;
XX V	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 partyto assure trustworthiness of such	XX VII	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 orguarantees from a thirdpartyto		Adjusted the order of Article; and add clause in accordance with the law and regulations.

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

	Contents before amendment		Contents after amendment	Contents after amendment	Remarks of amendment
	information.		assure trustworthiness of such information.The contents of the CSR report shall include: I. Implementation of CSR policies, systems, or related management purposes, and specific action plan; II. The main stakeholders and the issues of their concern; III. The performance and review of the Company’s substantiating corporate governance, developing sustainable environment, maintaining social welfare, and promoting economic development; IV. The directions and objectives of futureimprovement;
			I. II. III. IV.
				Company’s substantiating corporate governance, developing sustainable environment, maintaining social welfare, and promoting economic development; The directions and objectives of futureimprovement;
XX VI	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.	XX VIII	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.		Adjusted the order of Article without text amendment.
XX VII	The Corporate Social Responsibility Best Practice Principles shall be put into enforcement after being resolved in the Board Meeting and shall be reported to the shareholders’ meeting. This same provision is applicable mutatis mutandis to any amendment.	XXI X	The Corporate Social Responsibility Best Practice Principles shall be put into enforcement after being resolved in the Board Meeting and shall be reported to the shareholders’ meeting. This same provision is applicable mutatis mutandis to any amendment.		Adjusted the order of Article without text amendment.

Attachment VIII

Prince Housing & Development Corp.

Code of Ethical Conduct

Article I Objectives of Enactment and Scope of Applicability

This Code of Ethical Conduct is stipulated for compliance in order to have directors and the management (including President, Vice President, Junior Vice President, Finance Officer, Accounting Officer, and other individuals authorized to manage the business affairs and to sign for the official documents) acted ethically, and help the Company’s stakeholders have a better understanding of the Company’s ethical standards.

Article II Matters to be complied with

I. Preventing conflicts of interest:

For the respective affiliated companies of the aforementioned personnel that have conducted loaning of funds and making of guarantees, material asset transactions, and purchases (sales) with the Company, the aforementioned personnel shall voluntarily explain in writing the potential conflict of interest, if any, against the Company to the Board of Directors or the direct supervisor; also, it shall be handled with the approval of the one-level up supervisor in accordance with the Company’s division of responsibilities handbook.

II. Preventing illegal personal gains

The Company shall prevent directors and managers from committing any of the following conduct:

(I) An opportunity for illegal personal gains using the Company’s property and information or by taking advantage of his/her position held with the Company.
(II) For illegal personal gains using the Company’s property and information or by taking advantage of his/her position held with the Company.
(III) Compete against the Company.

The directors or managers are responsible to maximize the legitimate interests of the Company when there is an opportunity for the Company to generate profits.

III. Duty of confidentiality:

The Company’s director or managers are responsible for the confidentiality of the Company’s and customer’s (Supplier’s) information; unless it is otherwise authorized or required by law to make public. The confidential information includes all non-public information that is detrimental to the Company and

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customers after being used or disclosed by the competitors.

IV. Fair trade:

Directors or managers shall treat the Company’s purchase (sale) customers, competitors, and employees fairly; also, shall not obtain any illegal personal gains through manipulation, concealment, and abuse of information that is learned from the job position, or, by making false statements on important matters, or, conducting unfair transactions.

V. Protection and proper use of company assets:

Directors or managers are obliged to protect the Company’s assets and ensure their effective and legitimate use in the Company’s business affairs; also, prevent affecting the Company’s profitability due to a theft, negligence, or waste.

VI. Compliance with laws and regulations:

Directors or managers shall comply with the Securities Exchange act and other laws and regulations; also, the Company shall enhance the compliance with the Securities Exchange act and other law and regulations.

VII. Encourage reporting any illegal conduct or violation of ethical conduct:

The Company shall enhance and promote moral values and encourage employees to report any suspicious or identified violation against laws and regulations or this Codes of Ethical Conduct to the managers, internal audit director, or any adequate officers with sufficient information provided for the Company’s adequate handling. The Company shall have the reported matters handled as business secret with the informer’s identity kept in confidence; also, the Company shall make every effort to protect the identity and safety of the reporters from any retaliation.

VIII.Disciplinary measures:

The Company’s personnel disciplined for violating this Code of Ethical Conduct who has raised an objection to this disciplinary act may fill out an “appeal requisition form” within one month with the documentary evidence enclosed and then submit it to the Company’s Personnel Review Board for review as an administrative remedy for the relief of the offender.

Article III

Procedures for applicable exemptions

The Company’s directors or managers, if justified, after a resolution reached in the Board Meeting, shall be exempt from certain provisions of this Code of Ethical Conduct. Also, the date of approval by the Board, independent director’s objections or reservations, applicable exemption period, reasons for exemption, and applicable guidelines for exemption shall be disclosed on the Market Observation Post System (MOPS) immediately, so the shareholders can assess whether the resolutions of the Board of Directors are adequate or not in order to stop any discretional or suspicious exemption of compliance, and to ensure that any exemption of compliance is with

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appropriate control mechanism for the protection of the Company.

Article IV Disclosure methods The Codes of Ethical Conduct shall be disclosed on the Company’s website, in the annual report, prospectus, and MOPS; so is the amendment.
Article V Implementation

The Code of Ethical Conduct is implemented and announced after it is approved by the Board of Directors; also, it is forwarded to the Audit Committee and reported in the shareholders’ meeting; so is the amendment.

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Attachment IX

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, 2015 and 2014, 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 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, 2015 and 2014 was (NT$71,792) thousand and (NT$3,185) thousand, respectively, and the balance of these investments was NT$575,543 thousand and NT$719,679 thousand as of December 31, 2015 and 2014, respectively. We also did not audit the financial statements of certain subsidiaries, which statements reflect total assets of NT$1,268,402 thousand and NT$970,817 thousand, constituting 2.33% and 1.73% of the consolidated total assets as of December 31, 2015 and 2014, respectively, and net operating income of NT$534,463 thousand and NT$508,172 thousand, constituting 3.32% and 2.62% of the consolidated total net operating income for the years then ended, respectively. The financial statements of these 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 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 and the reports of other independent accountants provide a reasonable basis for our opinion.

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In our opinion, based on our audits and the reports 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, 2015 and 2014, and their financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparation 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, 2015 and 2014 and have expressed a modified unqualified opinion on such financial statements.

PricewaterhouseCoopers, Taiwan

March 23, 2016

------------------------------------------------------------------------------------------------------------------------------------------------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 YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets	December31,2015 AMOUNT % `$` `3,800,751` `7` `479,761` `1` `135,230` `-` `1,861,620` `3` `428,646` `1` `1,347,958` `2` `69,310` `-` `22,209,890` `41` `310,651` `-` `1,973,705` `4` `341,872` `1` `32,959,394` `60` `77,992` `-` `1,564,942` `3` `887,529` `2` `2,244,485` `4` `6,742,932` `13` `6,043,827` `11` `2,302,523` `4` `106,459` `-` `627,584` `1` `838,030` `2` `80,214` `-` `21,516,517` `40` `$` `54,475,911` `100`	December31,2014	December31,2014
	AMOUNT `$` `3,800,751` `479,761` `135,230` `1,861,620` `428,646` `1,347,958` `69,310` `22,209,890` `310,651` `1,973,705` `341,872` `32,959,394` `77,992` `1,564,942` `887,529` `2,244,485` `6,742,932` `6,043,827` `2,302,523` `106,459` `627,584` `838,030` `80,214` `21,516,517` `$` `54,475,911`	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`	%
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 Inventory, net 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, net 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` `-` `-` `10` `1` `2` `-` `37` `1` `5` `1`
			`61`
			`-` `3` `2` `4` `12` `11` `4` `-` `1` `2` `-`
			`39`
			`100`

(Continued)

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PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity	December31,2015 December31,2014 Notes AMOUNT % AMOUNT % 6(14) and 8 `$` `2,626,373` `5` `$` `3,305,584` `6` 6(15) and 8 `1,648,968` `3` `2,602,518` `5` `26,699` `-` `22,027` `-` `4,198,917` `8` `4,262,318` `8` 6(5) `505,437` `1` `350,959` `1` `1,357,629` `3` `1,094,813` `2` 7 `169,005` `-` `194,001` `-` 6(32) `96,030` `-` `125,602` `-` 6(16) `1,875,462` `3` `3,037,135` `5` 6(18) and 8 `474,592` `1` `2,111,470` `4` `20,647` `-` `113,307` `-` `12,999,759` `24` `17,219,734` `31` 6(17) `4,500,000` `8` `4,500,000` `8` 6(18) and 8 `9,430,754` `17` `7,649,449` `14` 6(19) `84,517` `-` `81,720` `-` 6(32) `416,005` `1` `495,328` `1` `1,385,984` `3` `1,457,251` `3` 6(20) `141,075` `-` `129,391` `-` `135,719` `-` `136,547` `-` 6(10) `207,527` `1` `70,604` `-` `16,301,581` `30` `14,520,290` `26` `29,301,340` `54` `31,740,024` `57` 6(22) `16,233,261` `30` `16,623,418` `30` 6(21)(23) `2,260,513` `4` `1,929,793` `3` 6(22)(24)(32) `1,420,796` `3` `1,180,924` `2` `3,508,400` `6` `2,854,738` `5` 6(25) `1,409,109` `2` `1,436,219` `3` 6(22) `(` `1,003)` `- (` `60,440)` `-` `24,831,076` `45` `23,964,652` `43` `343,495` `1` `346,292` `-` `25,174,571` `46` `24,310,944` `43` `$` `54,475,911` `100` `$` `56,050,968` `100`	December31,2014	December31,2014
			%
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 Net defined benefit liability - non-current Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent Share capital Common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Treasury stocks Equity attributable to owners of the parent Non-controlling interest Total equity Total liabilities and equity			`6` `5` `-` `8` `1` `2` `-` `-` `5` `4` `-`
			`31`
			`8` `14` `-` `1` `3` `-` `-` `-`
			`26`
			`57`
			`30` `3` `2` `5` `3` `-`
			`43` `-`
			`43`
			`100`

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 23, 2016.

~45~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items YearendedDecember31
2015
2014
Notes
AMOUNT
%
AMOUNT
%
6(27) and 7
$
16,108,506
100
$
19,424,465
100
6(6)(31)
(
10,933,346) (
68) (
14,216,886) (
73)
5,175,160
32
5,207,579
27
6(31) and 7
(
669,420) (
4) (
636,575 ) (
3)
(
2,054,341) (
13) (
2,105,710) (
11)
(
2,723,761) (
17) (
2,742,285) (
14)
2,451,399
15
2,465,294
13
6(28)
366,218
3
384,772
2
6(2)(29)
27,599
-
(
39,614 )
-
6(6)(30)
(
335,166) (
2) (
350,296 ) (
2)
6(10)
11,610
-
82,945
-
70,261
1
77,807
-
2,521,660
16
2,543,101
13
6(32)
(
288,092) (
2) (
163,467) (
1)
$
2,233,568
14
$
2,379,634
12
6(20)
( $
12,909)
-
( $
5,097 )
-
(
1,484)
-
1,341
-
(
14,393)
-
(
3,756)
-
16
-
2,549
-
6(8)
(
27,126)
-
(
566,304) (
3)
(
27,110)
-
(
563,755) (
3)
($
41,503)
-
($
567,511) (
3)
$
2,192,065
14
$
1,812,123
9
$
2,237,800
14
$
2,398,718
12
(
4,232)
-
(
19,084)
-
$
2,233,568
14
$
2,379,634
12
$
2,196,297
14
$
1,831,570
9
(
4,232)
-
(
19,447)
-
$
2,192,065
14
$
1,812,123
9
6(33)
$
1.38
$
1.51
$
1.36
$
1.51

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 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
Components of other comprehensive loss that will not
be reclassified to profit or loss
Actuarial loss on defined benefit plan
Share of other comprehensive (loss) income of
associates and joint ventures accounted for using
equity method, components of other comprehensive
income that will not be reclassified to profit or loss
Components of other comprehensive loss that
will not be reclassified to profit or loss
Components of other comprehensive loss that will be
reclassified to profit or loss
Exchange differences arising on translation of foreign
operations
Other comprehensive loss, before tax, available-for-
sale financial assets
Components of other comprehensive loss that
will be reclassified to profit or loss
Total other comprehensive loss for the year
Total comprehensive income for the year
Profit (loss) 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	YearendedDecember31 2015 2014 Notes AMOUNT % AMOUNT % 6(27) and 7 `$` `16,108,506` `100` `$` `19,424,465` `100` 6(6)(31) `(` `10,933,346) (` `68) (` `14,216,886) (` `73)` `5,175,160` `32` `5,207,579` `27` 6(31) and 7 `(` `669,420) (` `4) (` `636,575 ) (` `3)` `(` `2,054,341) (` `13) (` `2,105,710) (` `11)` `(` `2,723,761) (` `17) (` `2,742,285) (` `14)` `2,451,399` `15` `2,465,294` `13` 6(28) `366,218` `3` `384,772` `2` 6(2)(29) `27,599` `-` `(` `39,614 )` `-` 6(6)(30) `(` `335,166) (` `2) (` `350,296 ) (` `2)` 6(10) `11,610` `-` `82,945` `-` `70,261` `1` `77,807` `-` `2,521,660` `16` `2,543,101` `13` 6(32) `(` `288,092) (` `2) (` `163,467) (` `1)` `$` `2,233,568` `14` `$` `2,379,634` `12` 6(20) `( $` `12,909)` `-` `( $` `5,097 )` `-` `(` `1,484)` `-` `1,341` `-` `(` `14,393)` `-` `(` `3,756)` `-` `16` `-` `2,549` `-` 6(8) `(` `27,126)` `-` `(` `566,304) (` `3)` `(` `27,110)` `-` `(` `563,755) (` `3)` `($` `41,503)` `-` `($` `567,511) (` `3)` `$` `2,192,065` `14` `$` `1,812,123` `9` `$` `2,237,800` `14` `$` `2,398,718` `12` `(` `4,232)` `-` `(` `19,084)` `-` `$` `2,233,568` `14` `$` `2,379,634` `12` `$` `2,196,297` `14` `$` `1,831,570` `9` `(` `4,232)` `-` `(` `19,447)` `-` `$` `2,192,065` `14` `$` `1,812,123` `9` 6(33) `$` `1.38` `$` `1.51` `$` `1.36` `$` `1.51`
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 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 Components of other comprehensive loss that will not be reclassified to profit or loss Actuarial loss on defined benefit plan Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive loss that will be reclassified to profit or loss Exchange differences arising on translation of foreign operations Other comprehensive loss, before tax, available-for- sale financial assets Components of other comprehensive loss that will be reclassified to profit or loss Total other comprehensive loss for the year Total comprehensive income for the year Profit (loss) 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 23, 2016.

~46~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Notes				Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent	Equity attributable to owners ofthe parent
		Share capital - common stock	Capital surplus	Retained earnings Otherequityinterest			Treasurystocks	Total
				Legal reserve Unappropriated retained earnings Exchange differences arising on translation of foreign operations		Unrealized gain or loss on available-for- sale financial assets
6(24) 6(33) 6(8)(20)(25) 6(21)(23) 6(22)(23) 6(24) 6(33) 6(8)(20)(25) 6(22)(23)	`$ 13,139,241` `-` `-` `484,177` `-` `-` `-` `3,000,000` `$ 16,623,418` `$ 16,623,418` `-` `-` `-` `-` `(` `390,157 )` `-` `$ 16,233,261`		`$` `521,293` `-` `-` `-` `-` `-` `73,500` `1,335,000` `$ 1,929,793` `$ 1,929,793` `-` `-` `-` `-` `330,720` `-` `$ 2,260,513`	`$ 1,022,243` `$` `1,586,811` `($` `859` `158,681` `(` `158,681 )` `-` `-` `(` `484,177 )` `-` `-` `(` `484,177 )` `-` `-` `2,398,718` `-` `-` `(` `3,756 )` `2,549` `-` `-` `-` `-` `-` `-` `$ 1,180,924` `$` `2,854,738` `$` `1,690` `$ 1,180,924` `$` `2,854,738` `$` `1,690` `239,872` `(` `239,872 )` `-` `-` `(` `1,329,873 )` `-` `-` `2,237,800` `-` `-` `(` `14,393 )` `16` `-` `-` `-` `-` `-` `-` `$ 1,420,796` `$` `3,508,400` `$` `1,706`
					`$` `1,690`
					`$` `1,690` `-` `-` `-` `16` `-` `-`
					`$` `1,706`

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 23, 2016.

~47~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Share-based compensation cost

Net (gain) loss on financial assets at fair value through profit
or loss

Provision (reversal of provision) for bad debts

Write-off of uncollectible accounts

Share of profit of associates and joint ventures accounted for
under 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 unrealized foreign exchange
Changes in operating assets and liabilities
Changes in operating assets
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
Changes in operating liabilities
Notes payable
Accounts payable
Payable 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 payable and accounts payable
Net defined benefit liability - non-current
Other non-current liabilities
Cash inflow (outflow) generated from operations
Interest received
Cash dividend received
Interest paid
Income tax paid
Net cash flows from (used in) operating activities Notes
2015
2014
$
2,521,660 $
2,543,101
6(21)
-
73,500
6(2)(29)
(
79,305 )
16,988
6(3)(4)
230 (
929 )
6(3)(4)
(
3,367 ) (
2,635 )
6(10)
(
11,610 ) (
82,945 )
2,833
4,853
4,278
703
6(31)
357,071
352,793
6(13)(31)
61,844
63,391
6(30)
333,965
349,041
6(28)
(
8,896 ) (
7,838 )
6(28)
(
169,518 ) (
227,474 )
6(8)(29)
-
12,053
(
14,676 ) (
22,704 )
(
162,335 )
-
13,378 (
41,730 )
3,496,680 (
1,618,362 )
11,783
342,974
(
392,068 ) (
141,894 )
214,741
22,587
(
1,346,494 ) (
3,003,086 )
119,206
103,198
179,932
203,784
3,263
36,573
4,672 (
53,305 )
(
63,401 )
107,504
154,478
82,468
260,236
58,256
(
24,996 ) (
60,598 )
(
1,161,673 ) (
133,593 )
(
92,660 )
14,291
2,797
2,649
(
9,928 )
3,313
(
2,709 ) (
7,247 )
(
95 ) (
177 )
4,199,316 (
1,010,497 )
9,989
6,816
210,558
249,074
(
331,385 ) (
348,091 )
(
395,077 ) (
100,264 )
3,693,401 (
1,202,962 )

(Continued)

~48~

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease 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
Return of share capital from investments accounted for under
equity method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant, equipment and
investment property
Acquisition of investment property

Increase in intangible assets

Increase in refundable deposits
Decrease (increase) in other financial assets - non-current
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
(Decrease) increase in short-term notes and bills payable
Repayment of long-term borrowings
Proceeds from long-term borrowings
Decrease in long-term notes and accounts payable
Decrease in guarantee deposits received
Cash dividends paid

Proceeds from cash capital increase

Changes in non-controlling interest
Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year Notes
2015
2014
$
799,254 $
372,915
31,473
1,756
-
25,000
56,808
30,361
6(11)
(
58,695 ) (
112,414 )
4,582
4,880
6(12)
(
1,084 ) (
3,288 )
6(13)
(
1,372 ) (
1,370 )
(
90,207 ) (
1,056 )
73,958 (
431,420 )
814,717 (
114,636 )
(
679,211 ) (
779,416 )
(
953,550 )
458,857
(
4,959,670 ) (
6,759,877 )
5,104,097
4,559,058
(
61,339 ) (
10,770 )
(
828 ) (
7,581 )
6(24)
(
1,329,873 ) (
484,177 )
6(22)
-
4,335,000
1,435
-
(
2,878,939 )
1,311,094
5,766
3,580
1,634,945 (
2,924 )
2,165,806
2,168,730
$
3,800,751 $
2,165,806

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 23, 2016.

~49~

Attachment X

REPORT OF INDEPENDENT ACCOUNTANTD TRANSLATES FROM CHINESE

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

We have audited the accompanying parent company only balance sheets of Prince Housing & Development Corp. as of December 31, 2015 and 2014, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These parent company only financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these parent company only financial statements based on our audits. We did not audit the financial statements of certain investments accounted for using equity method. The investments accounted for using equity method amounted to NT$979,024 thousand and NT$1,016,089 thousand as of December 31, 2015 and 2014, respectively, and the share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method was (NT$27,182) thousand and NT$13,657 thousand for the years then ended, respectively. Those financial statements 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 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 and the reports of the other independent accountants provide a reasonable basis for our opinion.

~50~

In our opinion, based on our audits and the reports of other independent accountants, the parent company only 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, 2015 and 2014, and its financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan

March 23, 2016

-----------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only 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.

~51~

PRINCE HOUSING & DEVELOPMENT CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2015 AMOUNT % `$` `2,156,890` `5` `111,588` `-` `826,784` `2` `1,718` `-` `61,738` `-` `21,312,926` `46` `224,827` `-` `1,754,990` `4` `297,551` `1` `26,749,012` `58` `77,992` `-` `1,542,392` `3` `887,529` `2` `5,776,478` `13` `596,757` `1` `6,059,652` `13` `2,300,439` `5` `493,499` `1` `732,638` `2` `636,640` `2` `19,104,016` `42` `$` `45,853,028` `100`	December31,2014	December31,2014
	AMOUNT `$` `2,156,890` `111,588` `826,784` `1,718` `61,738` `21,312,926` `224,827` `1,754,990` `297,551` `26,749,012` `77,992` `1,542,392` `887,529` `5,776,478` `596,757` `6,059,652` `2,300,439` `493,499` `732,638` `636,640` `19,104,016` `$` `45,853,028`	AMOUNT `$` `1,169,212` `141,251` `4,546,888` `3,563` `1,985` `19,349,876` `300,918` `2,592,218` `507,245` `28,613,156` `77,547` `1,582,655` `876,043` `4,382,070` `590,726` `6,092,180` `2,361,692` `414,632` `521,166` `1,102,418` `18,001,129` `$` `46,614,285`	%
Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Other receivables Other receivables - related parties Inventories, net 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, net Investment property - net Intangible assets Refundable deposits Other financial assets - non-current Other non-current assets Total non-current assets Total assets			`2` `-` `10` `-` `-` `41` `1` `6` `1`
			`61`
			`-` `4` `2` `10` `1` `13` `5` `1` `1` `2`
			`39`
			`100`

(Continued)

~52~

PRINCE HOUSING & DEVELOPMENT CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December31,2015 December31,2014 Notes AMOUNT % AMOUNT % 6(13) and 8 `$` `2,264,874` `5` `$` `2,945,584` `6` 6(14) and 8 `1,469,031` `3` `1,968,082` `4` `11,094` `-` `10,375` `-` `2,348,723` `5` `2,350,078` `5` 7 `334,393` `1` `398,718` `1` `755,605` `2` `707,048` `2` 7 `117,450` `-` `-` `-` 6(31) `73,174` `-` `81,079` `-` 6(15) `1,634,255` `4` `2,921,247` `6` 6(17) and 8 `362,870` `1` `2,061,470` `5` `4,668` `-` `38,361` `-` `9,376,137` `21` `13,482,042` `29` 6(16) `4,500,000` `10` `4,500,000` `10` 6(17) and 8 `6,298,156` `14` `4,367,629` `10` 6(18) `84,517` `-` `81,720` `-` 6(19) `106,714` `-` `89,596` `-` `127,471` `-` `128,646` `-` 6(9) `528,957` `1` `-` `-` `11,645,815` `25` `9,167,591` `20` `21,021,952` `46` `22,649,633` `49` 6(21) `16,233,261` `35` `16,623,418` `36` 6(20)(22) `2,260,513` `5` `1,929,793` `4` 6(21)(23)(31) `1,420,796` `3` `1,180,924` `2` `3,508,400` `8` `2,854,738` `6` 6(24) `1,409,109` `3` `1,436,219` `3` 6(21) `(` `1,003)` `- (` `60,440)` `-` `24,831,076` `54` `23,964,652` `51` `$` `45,853,028` `100` `$` `46,614,285` `100`	December31,2014	December31,2014
			%
Current liabilities Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable - related parties 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 Net defined benefit liability - non-current Guarantee deposits received Other non-current liabilities 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			`6` `4` `-` `5` `1` `2` `-` `-` `6` `5` `-`
			`29`
			`10` `10` `-` `-` `-` `-`
			`20`
			`49`
			`36` `4` `2` `6` `3` `-`
			`51`
			`100`

The accompanying notes are an integral part of these parent company only financial statements. See report of independent accountants dated March 23, 2016.

~53~

PRINCE HOUSING & DEVELOPMENT CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31

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

				Year ended December 31	Year ended December 31	Year ended December 31	Year ended December 31	Year ended December 31
				2015				2014
Items	Notes			AMOUNT	%			AMOUNT		%
Operating revenue	6(26) and 7		`$`	`8,763,040`	`100`		`$`	`10,892,210`		`100`
Operating costs	6(5)(12)(30) and 7`(`			`5,631,118) (`		`64) (`		`7,316,468 ) (`		`67)`
Gross profit				`3,131,922`		`36`		`3,575,742`		`33`
Operating expenses	6(30)
Selling expenses		`(`		`518,199) (`		`6) (`		`505,719 ) (`		`5)`
General and administrative expenses		`(`		`1,007,708) (`		`12) (`		`1,083,154 ) (`		`10)`
Total operating expenses		`(`		`1,525,907) (`		`18) (`		`1,588,873 ) (`		`15)`
Operating profit				`1,606,015`		`18`		`1,986,869`		`18`
Non-operating income and expenses
Other income	6(27)			`268,286`		`3`		`361,016`		`3`
Other gains and losses	6(2)(28)			`13,485`		`-`			`7,913`	`-`
Finance costs	6(5)(29) and 7	`(`		`283,713) (`		`3) (`		`276,462 ) (`		`2)`
Share of profit of subsidiaries,associates	6(9)
and joint ventures accounted for using
equity method, net				`842,977`		`10`		`421,552`		`4`
Total non-operating revenue and
expenses				`841,035`		`10`		`514,019`		`5`
Profit before income tax				`2,447,050`		`28`		`2,500,888`		`23`
Income tax expense	6(31)	`(`		`209,250) (`		`2) (`		`102,170 ) (`		`1)`
Profit for the year			`$`	`2,237,800`		`26`	`$`	`2,398,718`		`22`
Other comprehensive income
Components of other comprehensive loss
that will not be reclassified to profit or
loss
Actuarial loss on defined benefit plan	6(19)	`($`		`16,062)`		`- ($`			`4,706 )`	`-`
Share of other comprehensive income of
subsidiaries, associates and joint ventures
accounted for under equity method,
components of other comprehensive
income that will not be reclassified to
profit or loss				`1,669`		`-`			`950`	`-`
Components of other comprehensive
loss that will not be reclassified to
profit or loss		`(`		`14,393)`		`- (`			`3,756 )`	`-`
Components of other comprehensive loss
that will be reclassified to profit or loss
Other comprehensive loss, before tax,	6(7)
available-for-sale financial assets		`(`		`39,276) (`		`1) (`		`557,180 ) (`		`5)`
Share of other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for under equity
method, components of other
comprehensive income that will not be
reclassified to profit or loss				`12,166`		`- (`			`6,212 )`	`-`
Components of other comprehensive
loss that will be reclassified to profit
or loss		`(`		`27,110) (`		`1) (`		`563,392 ) (`		`5)`
Other comprehensive loss for the year		`($`		`41,503) (`		`1) ($`		`567,148 ) (`		`5)`
Total comprehensive income for the year			`$`	`2,196,297`		`25`	`$`	`1,831,570`		`17`
Earnings per Share (in dollars)	6(32)
Basic earnings per share			`$`		`1.38`		`$`			`1.51`
Diluted earnings per share			`$`		`1.36`		`$`			`1.51`
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			`$`	`2,177,326`			`$`		`2,229,435`
Earnings per Share (in dollars)
Basic earnings per share			`$`		`1.34`		`$`			`1.37`

The accompanying notes are an integral part of these parent company only financial statements. See report of independent accountants dated March 23, 2016.

~54~

PRINCE HOUSING & DEVELOPMENT CORP. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Notes		Capitalsurplus	Retained Earnings	Retained Earnings	Retained Earnings	Other equity interest Exchange differences arising on translation of foreign operations Unrealized gain or loss on available-for- sale financial assets Treasury stocks Total `($` `859` `)` `$ 2,000,470` `($` `60,440)` `$ 18,208,759` `)` `-` `-` `-` `-` `)` `-` `-` `-` `(` `484,177 )` `)` `-` `-` `-` `-` `-` `-` `-` `2,398,718` `)` `2,549` `(` `565,941 )` `-` `(` `567,148 )` `-` `-` `-` `73,500` `-` `-` `-` `4,335,000` `$` `1,690` `$ 1,434,529` `($` `60,440)` `$ 23,964,652` `$` `1,690` `$ 1,434,529` `($` `60,440)` `$ 23,964,652` `)` `-` `-` `-` `-` `)` `-` `-` `-` `(` `1,329,873 )` `-` `-` `-` `2,237,800` `)` `16` `(` `27,126 )` `-` `(` `41,503 )` `-` `-` `59,437` `-` `$` `1,706` `$ 1,407,403` `($` `1,003)` `$ 24,831,076`
			Legal reserve	Unappropriated retained earnings		Exchange differences arising on translation of foreign operations
6(23) 6(32) 6(7)(19)(24) 6(20)(22) 6(21)(22) 6(23) 6(32) 6(7)(19)(24) 6(21)(22)	`$ 13,139,241` `-` `-` `484,177` `-` `-` `-` `3,000,000` `$ 16,623,418` `$ 16,623,418` `-` `-` `-` `-` `(` `390,157 )` `$ 16,233,261`	`$` `521,293` `-` `-` `-` `-` `-` `73,500` `1,335,000` `$` `1,929,793` `$` `1,929,793` `-` `-` `-` `-` `330,720` `$` `2,260,513`	`$ 1,022,243` `158,681` `-` `-` `-` `-` `-` `-` `$ 1,180,924` `$ 1,180,924` `239,872` `-` `-` `-` `-` `$ 1,420,796`	`$` `1,586,811` `(` `158,681` `(` `484,177` `(` `484,177` `2,398,718` `(` `3,756` `-` `-` `$` `2,854,738` `$` `2,854,738` `(` `239,872` `(` `1,329,873` `2,237,800` `(` `14,393` `-` `$` `3,508,400`
					`$` `3,508,400`

Note 1: Employees’ bonus of $29,753 and directors’ and supervisors’ remuneration of $44,629 have been deducted from the parent company only 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 parent company only statement of comprehensive income.

Note 2: Employees’ bonus of $43,177 and directors’ and supervisors’ remuneration of $64,765 have been deducted from the parent company only statement of comprehensive income. There is no difference with the amounts approved at the stockholders' meeting for appropriation.

The accompanying notes are an integral part of these parent company only financial statements.

See report of independent accountants dated March 23, 2016.

~55~

PRINCE HOUSING & DEVELOPMENT CORP. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Share-based compensation cost

Gain on financial assets at fair value through profit or
loss

Provision for bad debts expense transferred to revenue
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 on disposal of long-term investments
Gain on unrealised foreign exchange
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Receipts in advance
Other current liabilities
Provisions for liabilities - non-current
Net defined benefit liability - non-current
Cash inflow (outflow) generated from operations
Interest received
Cash dividends received
Interest paid
Income tax paid
Net cash flows from (used in) operating activities Notes
2015
2014
$
2,447,050 $
2,500,888
6(20)
-
73,500
6(2)(28)
(
445 ) (
447 )
6(3)
- (
1,078 )
6(3)(4)
(
3,350 ) (
2,094 )
6(9)
(
842,977 ) (
421,552 )
6(28)
4,307
732
6(30)
113,475
117,069
6(12)(30)
61,253
61,253
6(29)
283,713
276,462
6(27)
(
7,572 ) (
12,267 )
6(27)
(
134,112 ) (
209,456 )
6(7)(28)
-
11,814
(
469 )
-
(
14,676 ) (
22,704 )
29,859 (
42,049 )
3,723,258 (
1,625,425 )
1,574
33,103
(
59,753 ) (
1,985 )
(
1,899,997 ) (
3,045,859 )
76,091
37,632
209,694
201,290
340,669
7,150
719 (
2,754 )
(
1,355 )
282,447
(
64,325 )
34,017
48,993
76,173
117,450
-
(
1,286,992 ) (
120,872 )
(
33,693 ) (
37,820 )
2,797
2,649
1,056 (
2,712 )
3,112,242 (
1,832,895 )
7,843
12,448
270,977
231,057
(
284,149 ) (
274,700 )
(
217,155 ) (
63,443 )
2,889,758 (
1,927,533 )

(Continued)

~56~

PRINCE HOUSING & DEVELOPMENT CORP. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other financial assets - current
Return of share capital from available-for-sale financial
assets - non-current
Decrease in available-for-sale financial assets - non-current
Increase in investments accounted for under equity method
Return of share capital from investments accounted for
under equity method
Proceeds from disposal of investment accounted for under
equity method
Acquisition of cash from consolidation
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
(Increase) decrease in deposits out
Increase in other financial assets - non-current
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
(Decrease) increase in short-term notes and bills payable
Repayment of long-term borrowings
Proceeds from of long-term borrowings
Decrease in guarantee deposits received
Cash dividends paid

Proceeds from cash capital increase

Net cash flows (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year Notes
2015
2014
$
837,228 $
489,531
-
25,000

3,173
-

(
200,000 )
-
14,286
20,117
-
451
41,683
-
6(10)
(
33,747 ) (
10,371 )
4,518
429
(
78,867 )
11,191
(
211,472 ) (
389,069 )
376,802
147,279
(
680,710 ) (
511,416 )
(
499,051 )
563,896
(
4,872,170 ) (
6,747,377 )
5,104,097
4,419,350
(
1,175 ) (
7,748 )
6(23)
(
1,329,873 ) (
484,177 )
6(21)
-
4,335,000
(
2,278,882 )
1,567,528
987,678 (
212,726 )
1,169,212
1,381,938
$
2,156,890 $
1,169,212

The accompanying notes are an integral part of these parent company only financial statements. See report of independent accountants dated March 23, 2016.

~57~

Attachment XI

Prince Housing & Development Corp. Allocation of Earnings Statement January 1 ~ December 31, 2015

Unit: NT$

I. Distributable amount

Unappropriated earnings, beginning 1,284,992,090 2. Add: Net income, 2015 2,237,799,583 3. Less: Legal reserve (223,779,958) 4. Less: Defined benefit plan actuarial loss (14,393,968) 5. Distributable amount – balance 3,284,617,747

II. Distribution items:

Cash dividend (NT$1.1 per share) (1,785,658,762)

III. Cumulative unappropriated earnings 1,498,958,985

Note:

1. The 2015 earnings are with top priority for allocation in current year.

2. Fractional dividends to shareholders for less than NT$1 are transferred to the Company’s Employee Welfare Committee.

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

Attachment XII

Prince Housing & Development Corp.

Procedures for Handling Acquisition and Disposal of Assets amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
V	Operating procedures: I. The assets stated in Article II of the Company’s “Procedures for Handling Acquisition and Disposal of Assets” shall be handled as follows: (I) ~ (III) Clauses are not amended. (IV)Related party transactions: The relevant data shall be prepared in accordance with Chapter Two of theCompany’s “Procedures for Handling Acquisition and Disposal of Assets” and presented tothe Board of Directors for approval and to the supervisors for acknowledgementbefore implementation. (V) The clause is not amended. II. Clause is not amended.	V	Operating procedures: I. The assets stated in Article II of the Company’s “Procedures for Handling Acquisition and Disposal of Assets” shall be handled as follows: (I) ~ (III) Clauses are not amended. (IV)Related party transactions: The relevant data shall be prepared in accordance with Chapter Two of the Company’s “Procedures for Handling Acquisition and Disposal of Assets” and presented tothe Audit Committee and the Board of Directors for approvalbefore implementation. (V) The clause is not amended. II. Clause is not amended.	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
VIII	The control over the subsidiary’s acquisition and disposal ofassets: I.Subsidiaries of the Company shall have the “Procedures for Handling Acquisition or Disposal of Assets” enacted in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” published by the Financial Supervisory Commission and this Procedures andit shall be forwarded to each supervisor with the approval of the Board of Directors,and presented in the shareholder’s meeting for resolution, so is the amendment. II ~III Clauses are not amended.	VIII	The control over the subsidiary’s acquisition and disposal ofassets: I. Subsidiaries of the Company shall have the “Procedures for Handling Acquisition or Disposal of Assets” enacted in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” published by the Financial Supervisory Commission and this Procedures andit shall be forwarded to Audit Committee and the Board of Directors for approval, and presented in the shareholder’s meeting for resolution, so is the amendment. II ~III Clauses are not amended.	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
XI	Resolution Procedure: For theCompany’s acquisition or disposal of real estate from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of government bonds, bonds with repurchase and resale conditions, or Call (Put)domestic monetarymarket fund,the	XI	Resolution Procedure: For theCompany’s acquisition or disposal of real estate from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of government bonds, bonds with repurchase and resale conditions,or Call(Put)	Audit Committee was set up accordingly to take over the responsibility of the supervisors.

Prince Housing & Development Corp.

Procedures for Handling Acquisition and Disposal of Assets amendment before and after

				Contents after amendment	Reasons for amendment
	organizer shall have the followingdata forwardedto the Board of Directors for approval and to the supervisors for acknowledgementbefore signing the trade agreement and making prepayment: I~VII Clauses are not amended. The transaction amount of the related party shall be calculated in accordance with Article VI Paragraph I Section (IV) of the Procedures. However, the requirement is exempted if it ispresentedto the Board of Directors for approval and to the supervisors for acknowledgementin accordance with the Procedures.			domestic monetary market fund, shall have the following data forwarded to the Audit Committee and the Board of Directorsfor approval before signing the trade agreement and making prepayment: I~VII Clauses are not amended. The transaction amount of the related partyshall be calculated in accordance with Article VI Paragraph I Section (IV) of the Procedures. However, the requirement is exempted if it ispresented to the Audit Committee and the Board of Directors for approvalin accordance with the Procedures.
XIII	The process for the assessed cost lower than the trading price: When the assessed cost is lower than the trading price in the preceding paragraph, it shall be handled in accordance with Paragraph III,except for those in the following circumstances with objective evidences presented, a real estate professional appraisal report received, and a specific and reasonable opinion issued by the CPA: I~II Clauses are not amended. III. For the real property acquired from the related party by theCompany, if the assessed cost is lower than the trading price according to the provision stated in the preceding paragraph; also, there are no situations as stated in Paragraph I and II of this Article occurred, it shall be handled as follows: (I) Clause is not amended. (II) Supervisorsshall have it handled in accordance with Article 218 of the Company Act. (III) Clause is not amended.	XIII	The process for the assessed price lower than the trading price: When the assessed cost is lower than the trading price in the preceding paragraph, it shall be handled in accordance with Paragraph III,except for those in the following circumstances with objective evidences presented, a real estate professional appraisal report received, and a specific and reasonable opinion issued by the CPA: I~II Clauses are not amended. III. For the real property acquired from the related party by theCompany, if the assessed cost is lower than the trading price according to the provision stated in the preceding paragraph; also, there are no situations as stated in Paragraph I and II of this Article occurred, it shall be handled as follows: (I) Clause is not amended. (II) Audit Committeeshall have it handled in accordance with Article 218 of the Company Act. (III) Clause is not amended.		Audit Committee was set up accordingly to take over the responsibility of the supervisors.
XVI	Internal audit system: I. The Company’s internal audit staff shall regularly understand the adequacy of the internal control for the trade of derivatives,and audit	XVI	Internal audit system: I. The Company’s internal audit staff shall regularly understand the adequacy of the internal control for the trade of derivatives,and audit monthly		Audit Committee was set up accordingly to take over the

Prince Housing & Development Corp.

Procedures for Handling Acquisition and Disposal of Assets amendment before and after

		after	after	after
Contents before amendment		Contents after amendment			Reasons for amendment
	monthly the compliance with the Procedures for derivatives trading of the trade department, and prepare an audit report. Any major nonconformity identified shall be reported to the President immediately witheach supervisornotified in writing. II. Clause is not amended.		II.	the compliance with the Procedures for Derivatives Trading of the trade department, and prepare an audit report. Any major nonconformity identified shall be reported to the President immediately with theAudit Committeenotified in writing. Clause is not amended.	responsibility of the supervisors.
XXVI	When the Company has the acquisition and disposal of assets handled in accordance with the “Procedures for Handling Acquisition and Disposal of Assets” or other law and regulations that requires the process to be presented to the Board of Directors for discussion, ifthe directors disagreed and with a record or a written statement issued, the information of the director’s objection shall be forwarded toeach supervisor; also,the Company shall take full account of the opinions of the independent directors with the disagreement or reservation detailed in the minutes of Board Meeting.	XXVI	When the Company has the acquisition and disposal of assets handled in accordance with the “Procedures for Handling Acquisition and Disposal of Assets” or other law and regulations that requires the process to be presented to the Board of Directors for discussion, ifthe directors disagreed and with a record or a written statement issued, the information of the director’s objection shall be forwarded to theAudit Committee; also,the Company shall take full account of the opinions of the independent directors with the disagreement or reservation detailed in the minutes of Board Meeting.		Audit Committee was set up accordingly to take over the responsibility of the supervisors.
XXVIII	The“Procedures for Handling Acquisition and Disposal of Assets”approved by the Board of Directors shall be forwarded to each supervisor and presented in the shareholders’ meeting for resolution before implementation, so is the amendment. If the directors disagreed and with a record or a written statement issued, the information of the director’s objection shall be forwarded to each supervisor; also, the Company shall take full account of the opinions of the independent directors with the disagreement or reservation detailed in the minutes of the Board Meeting.	XXVIII	The matters that are not addressed in the “Procedures for Handling Acquisition and Disposal of Assets”shall be handled in accordance with the relevant law and regulations.		Added clause in response to the need of business operation; also, the contents before amendment was adjusted to Article XXIX.
		XXIX	The“Procedures for Handling Acquisition and		The order of Article XXXIII was adjusted in response to the addition in the preceding paragraph; also, Audit Committee is
			Disposal of Assets”has been approved in the shareholders’meeting for implementation. The amendment shall be with the consent of the Audit Committee, the approval of the Board of Directors, and resolution in the shareholders’meeting before implementation.
			When the acquisition or disposal of assets obtained in accordance with the“Procedures

Prince Housing & Development Corp.

Procedures for Handling Acquisition and Disposal of Assets amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
			for Handling Acquisition and Disposal of Assets”in the preceding paragraph is presented to the Board of Directors for discussion, the independent director’s opinions shall be taken into consideration; also, the disagreement or reservation of the independent directors shall be detailed in the minutes of the Board Meeting. The amendment of the“Procedures for Handling Acquisition and Disposal of Assets”	set up accordingly to take over the responsibility of the supervisors.
			shall be with the consent of the majority of the
			Audit Committee members and resolved in the board meeting. If the said amendment is not with the consent of the majority of the Audit Committee members, it shall be with the consent of over two thirds of the Board directors; also, the resolution of the Audit Committee shall be detailed in the minutes of
			Board Meeting. The faculty of the Audit Committee and the Board Directors refer to the actual number of incumbents.

Attachment XIII

Price Housing & Development Corp.

Procedures for Making of Endorsements/Guarantees amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
VI	The “Procedures for Making of Endorsements/Guarantees” is as follows: 1~6 Clauses are not amended. 7. The Company’s internal auditors shall audit the“Procedures for Making of Endorsements/Guarantees” and its implementation on a quarterly basis with a written record filed; also,each supervisorshall be informed in writing immediately for any significant irregularities found. 8. Clause is not amended	VI	The “Procedures for Making of Endorsements/Guarantees” is as follows: Clauses are not amended. 7. The Company’s internal auditors shall audit the“Procedures for Making of Endorsements/Guarantees” and its implementation on a quarterly basis with a written record filed; also,the Audit Committeeshall be informed in writing immediately for any significant irregularities found. 8. Clause is not amended.	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
XIV	The “Procedures for Making of Endorsements/Guarantees”shall be approved in the shareholders’meeting before implementation, so is the amendment.	XIV	The enactment of the “Procedures for Making of Endorsements/Guarantees”is approved in the shareholders’meeting for implementation. The amendment shall be with the consent of the	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
			Audit Committee, the approval of the Board of Directors, and resolution in the shareholders’ meeting before implementation. When the“Procedures for Making of Endorsements/Guarantees”is presented to the Board of Directors for discussion according to the provision in the preceding paragraph, the independent director’s opinions shall be taken into consideration; also, the disagreement or reservation of the independent directors shall be
			detailed in the minutes of Board Meeting. The amendment of the“Procedures for Making of Endorsements/Guarantees”shall be with the consent of the majority of the Audit Committee members and resolved in the Board Meeting. If the said amendment is not with the consent of the majority of the Audit Committee members, it shall be with the consent of over two thirds of the Board directors; also, the resolution of the Audit Committee shall be detailed in the minutes of Board Meeting. The members of the Audit Committee and the Board Directors refer to the actual number of incumbents.

Attachment XIV

Prince Housing & Development Corp. Procedures for Loaning of Funds amendment before and after

	Contents before amendment		Contents after amendment	Reasons for amendment
V	The “Procedures for Loaning of Funds” is as follows: 1. ~ 4. Clauses are not amended. 5. If the loaning of funds exceeds the quota due to changes incircumstances, an improvement plan shall be formed and delivered toeach supervisor;also, the plan shall be implemented according to the schedule. 6. The Company’s internal auditors shall audit the“Procedures for Loaning of Funds” and itsimplementation on a quarterly basis with a written record filed; also,each supervisorshall be informed in writing immediately for any significant irregularities found.	V	The “Procedures for Loaning of Funds” is as follows: 1. ~ 4. Clauses are not amended. 5. If the loaning of funds exceeds the quota due to changes incircumstances, an improvement plan shall be formed and delivered to theAudit Committee;also, the plan shall be implemented according to the schedule. 6. The Company’s internal auditors shall audit the“Procedures for Loaning of Funds” and itsimplementation on a quarterly basis with a written record filed; also, theAudit Committeeshall be informed in writing immediately for any significant irregularities found.	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
XII	The“Procedures for Loaning of Funds”shall be approved in the shareholders’meeting before implementation, so is the amendment.	XII	The enactment of the“Procedures for Loaning of Funds”is approved in the shareholders’ meeting for implementation.The amendment shall be with the consent of the Audit Committee, the approval of the Board of Directors, and resolution in the shareholders’ meeting before implementation. When the“Procedures for Loaning of Funds”is	Audit Committee was set up accordingly to take over the responsibility of the supervisors.
			presented to the Board of Directors for discussion according to the provision in the preceding paragraph, the independent director’s
			opinions shall be taken into consideration; also,
			the disagreement or reservation of the independent directors shall be detailed in the minutes of the Board Meeting. Theamendment of the“Procedures for Loaning
			of Funds”shall be with the consent of the majority of the Audit Committee members and resolved in the Board Meeting. If the said amendment is not with the consent of the majority of the Audit Committee members,it shall be with the consent of over two thirds of the Board directors; also, the resolution of the Audit Committee shall be detailed in the minutes of the Board Meeting. The faculty of the Audit Committee and the Board Directors refer to the actual number of incumbents.

Attachment XV

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment	Remarks
I	All affairs regarding the Company’s shareholders’meeting shall be duly handled in accordance with these Rules.	I	The“Rules of Procedure for Shareholders’ Meeting”is hereby enacted for compliance in	The text was amended in accordance with SEC.Chi.Li.Zi No. 1040001716 Letter issued by Taiwan Stock Exchange Corporation dated January 28, 2015. The text hereinafter is the same.
			accordance with Article V of the“Rules of Procedure for Shareholders’Meetingof TWSE/GTSM-Listed Companies”in order to

			establish good shareholders’meeting governance system, improve the supervisory functions, and strengthen management functions of the Company.
II	The Companyshall expressly remark on the notices for the shareholders’meeting the time and venue to sign in for the meeting, and other important notes for the shareholders’ meeting. The sign-in process for shareholders to participate in a shareholders’meeting shall	II	All affairs regarding the Company’s shareholders’meeting, unless otherwise provided by law and regulations or the Company’s Articles of Incorporation, shall be duly handled in accordance with these Rules.
	be handled at least thirty minutes prior to the time scheduled for the meeting. The sign-in venue shall be expressly labeled
	and shall be assigned with adequate personnel to take charge of the sign-in process. A shareholder or the proxy delegated by a shareholder (hereinafter referred to as the “shareholder”(or“proxy”)) shall attend a shareholders’meeting based on the participation certificate, sign-in card, or other certificate for participation. A solicitor who solicits a proxy shall further present his or her identity certificate paper for verification. The shareholder (or proxy) may submit the sign-in card upon participation in the shareholders’meeting instead of sign-in process. The number of shares represented by participating shareholders shall be calculated based on the sign-in cards submitted by the shareholders (or proxies).
III	Where a shareholders’meeting is attended by the shareholders (or proxies) who represent a majority of the aggregate total of the issued and outstanding shares, the chairperson shall promulgate the opening of the meeting. In the event that	III	The Company’s shareholders’meeting, unless otherwise provided by the law and regulations, is to be convened by the Board of Directors. The Company shall have the shareholders’ meeting notice, the proxy, and the cause of

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment	Remarks
	the participating shareholders (or proxies) do not make the specified quorum when the specified time is up, the chairperson may announce postponement. A shareholders’meeting may be postponed twice in maximum and the total period accumulated in the postponements shall not exceed an hour. Where the participating shareholders (or proxies) do not make up the required quorum after postponements twice but represent over one-third of the aggregate total of the issued and outstanding shares, a tentative		action and data of the related acknowledgements, discussions, and directors election or discharge composed into
			an electronic file and uploaded to the MOPS thirty days prior to the regular shareholders’ meeting or fifteen days prior to the extraordinary shareholders’meeting.Also, compose the agenda handbooks and supplementary data into an electronic file and
			uploaded to the MOPStwenty-one days prior
			to the regular shareholders’meeting or fifteen days prior to the extraordinary shareholders’meeting. Prepare the agenda handbooks and supplementary data ready for the reference of the shareholders fifteen days
	resolution may be resolved by a majority vote of the voting powers represented by the participating shareholders (or proxies).
			prior to the shareholders’meeting; also, displayed at the Company’s premise and the commissioned professional shareholder service agency, and distributed at the venue of the shareholder’s meeting. The reasons for convening the meeting shall be detailed in the notice and announcement; also, the notice can be issued by electronic means with the consent of the recipients. Appointment or dismissal of directors, change in the Articles of Incorporation, dissolution, merger, and division of the Company, or the matters stated in Article 185
	In the event that the number of shares represented by the participating shareholders (or proxies) already makes up
	the specified quorum, the chairperson may pose the tentative resolution so resolved to
	the shareholders’meeting for retrospective acknowledgement.
			Paragraph 1 of the Company Act, Article 26- 1 and Article 43-6 of the Securities Exchange
			Act, and Article 56-1 and Article 60-2 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” shall be listed in the convening of the subject
			cannot be made to a temporary moveshall be illustrated in the reasons for convening the meeting not in the motion. Shareholders who hold over 1% of the total number of shares issued may present proposal in writing to the Company’s regular
			shareholders’meeting, but it is limited to one
			proposal only and the rest of the proposals by
			the shareholders will not be included in the motion. Also, the Board of Directors will not
			have the proposals related to the matters in Article 172-1 Paragraph 4 included in the motion. The Company shall announce the process of accepting shareholders’proposals and the

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			venue and period of accepting such proposals
			before the stop-stock transfer date prior to the
			shareholders’meeting date; also, the period of accepting shareholders’proposals shall not
			be less than ten days. Theproposal of shareholders is limited to three hundred words and the text over the 300-word threshold will not be included in the motion. The shareholders with a proposal
			submitted shall attend the meeting in person or have someone else attended the meeting by proxy; also, shall participate in the discussion of the proposal. The Company shall have the proposing shareholders informed with the processing result before the shareholders’meeting convening date; also, shall have the proposals that met the requirement of this Article detailed in the shareholders’meeting notice. The Board of Directors shall explain in the shareholders’meeting why the proposals of shareholders are not included in the notice.
IV	The participation and the voting process in	IV	Shareholders before the shareholders’ meeting may issue the proxy printed by the Company with the scope of authorization detailed to commission a representative to attend the shareholders’meeting on their behalf. Each shareholder is limited to one proxy and one representative commissioned; also, the proxy shall be delivered to the Company five
	the shareholders’meeting shall be calculated based on the number of shares.
			days prior to the scheduled shareholders’ meeting. If there is proxy delivered in duplication, the first delivered proxy shall prevail, unless a declaration of revoking the first delivered proxy is made. After the delivery of the proxy, shareholders who wish to attend the shareholders’meeting
			in person or try to exercise their voting rights
			in writing or by electronic means shall have the Company notified in writing to have the proxy revoked two days prior to the scheduled shareholders’meeting. If the notice of proxy withdrawal is exercised beyond the deadline, the voting right cast by the representative who attends the meeting

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			by proxy shall prevail.
V	Unless otherwise prescribed in the Company Act, a shareholders’meeting shall be chaired by the Chairperson. Where	V	Shareholders’meetings shall be held at the location where the Company operates or where is convenient to shareholders to attend
	the chairperson is on leave or unavailable to exercise the responsibilities and powers, the substitution shall be duly handled in accordance with the Company’s Articles of Incorporation. Where a director acts as the chairperson on		the meeting or where is suitable for holding the meeting. The meeting shall be held not before 9:00am or after 3:00pm. The opinions
			of the independent directors shall be taken into consideration in determining the meeting
			time and place.
	behalf, such a director shall be the one who has served the post of director for more than six months and who has been well aware of the Company’s financial standing. This same provision is applicable_mutatis mutandis_to an event where the chairperson is a juristic person director.
VI	The Company may appoint the retained Attorney-at-Law, Certified Public Accountant, or the relevant personnel to participate in a shareholders’meeting.	VI	The Company shall expressly remark on the notices for the shareholders meeting the time,
			venue to sign in for the meeting, and other notes for the shareholders’meeting. The sign-in process for shareholders to participate in a shareholders’meeting shall be handled at least thirty minutes prior to the time scheduled for the meeting. The sign-
			in venue shall be expressly labeled and shall be assigned with adequate personnel to
			take charge of the sign-in process. A shareholder or the proxy delegated by a
			shareholder (hereinafter referred to as the “shareholder”(or“proxy”)) shall attend a shareholders’meeting based on the participation certificate, sign-in card, or other certificate for participation. The Company shall not arbitrarily demand shareholders to produce additional identification document for attending the shareholders’meeting. A solicitor who solicits a proxy shall further present his or her identity certificate paper for verification. The Company shall prepare the registry for the attending shareholders to sign-in or the shareholders may submit the attendance registry card at the time of reporting to the meeting instead of giving their signatures. The Company shall have the agenda handbooks, annual reports, attendance

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			certificate, request for floor, votes, and other conference materials delivered to the attending shareholders. In addition, for the election of directors, if any, the electoral ballots shall be enclosed. The government agency or juristic person that is a shareholder may have more than one
			representative assigned to attend the shareholders’meeting. The juristic person that is delegated to attend the shareholders may have only one representative assigned to
			attend the meeting.
VII	Starting from the moment when the Company entertains sign-in process from shareholders, the Company shall conduct uninterrupted audio recording and videotaping for the procedures when the shareholders sign in, participate in the shareholders’meeting, voting, and counting of ballots. The audio recording and videotaping data mentioned in the preceding paragraph shall be archived for a minimum of one year. Where shareholder files litigation in accordance with Article 189 of the Company Act, nevertheless, such audio recording and videotaping data shall be archived until the litigation is concluded.	VII	The Chairperson of the Board of Directors shall chair the shareholders’meeting when the Board of Directors convenes it. If the Chairperson is on leave or unable to exercise powers; the meeting is to be chaired by the Vice Chairperson. If there is no Vice Chairperson appointed, the Vice Chairperson
			is also on leave, or unable to exercise powers, the Chairperson is to have one general director designated to exercise powers. If there is not any general director appointed, one director shall be designated to
			chair the meeting. If the Chairperson does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors. Where a director acts as the chairperson on behalf, such a director shall be the one who has served the post of director for more than six months and who has been well aware of the Company’s financial standing. This same provision is applicable _mutatis mutandis_to an event where the chairperson is a juristic person director. The shareholders’meeting convened by the Board of Directors shall be chaired by the Chairperson in person and attended by a majority of the board directors and at least one delegate from each functional committee; also, the attendance shall be documented in the meeting minutes. For the shareholders’meeting convened by other than the Board of Directors, the convener shall chair the meeting. If there are more than two conveners, one of the

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			conveners shall be elected to chair the meeting. The Company may appoint the retained Attorney-at-Law, Certified Public Accountant, or the relevant personnel to participate in a shareholders’meeting.
VIII	The agenda of a shareholders’meeting shall be enacted by the Board of Directors.	VIII	Starting from the moment when the Company entertains sign-in process from shareholders, the Company shall conduct uninterrupted audio recording and videotaping for the procedures when the shareholders sign in, participate in the shareholders’meeting, voting, and counting of ballots. The audio recording and videotaping data mentioned in the preceding paragraph shall be archived for a minimum of one year. Where shareholder files litigation in accordance with Article 189 of the Company
	A shareholders’meeting shall be duly convened as scheduled in the agenda which shall not be changed unless resolved in the shareholders’meeting. After the chairperson announces adjournment of the
	meeting, the shareholders shall not elect another chairperson to convene the shareholders’meeting in the same or a new
	venue.
			Act, nevertheless, such audio recording and videotaping data shall be archived until the litigation is concluded.
IX	Before speaking up in a shareholders’ meeting, the shareholder (or proxy) shall fill up the request for floor which shall be expressly remarked the subject, shareholder	IX	The attendance at theshareholders’meeting shall be based on the ownership of stock shares.The shareholding of the attending shareholders is calculated in accordance with
	account number (or number of the participation certificate) and name of account so that the chairperson may fix the order of floor. A shareholder (or proxy) who only submits the request for floor but does not speak up is deemed to have not		the sign-in registry or attendance registry cards collected, plus the shares represented by the voting rights cast in writing or an electronic form. The Chairperson shall call the meeting to order at the meeting time; however, the Chairperson may announce to have the meeting postponed if there is without the attendance of the shareholders representing a
	spoken up. Where the contents of the speech delivered by the shareholder (or proxy) are found inconsistent with the entries on the request for floor, the contents of the ascertained speech shall prevail. Where a present shareholder speaks up, other shareholder(s) shall not speak to interfere unless obtaining consent from the chairperson and the speaking shareholder. The chairperson may
			majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of shareholders with less than one third of the outstanding stock shares after two postponements,the chairperson is to have the
	stop it from an offender.		meeting cancelled. If there remains insufficient attendance of shareholders after two postponements but with more than one third of the outstanding stock shares, a tentative resolution can be reached in accordance with Article 175

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			Paragraph 1 of the Company Act; also, the tentative resolution shall be forwarded to each shareholder along with a notice of having the shareholders’meeting re- convened within one month. If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairperson may have the tentative resolution proposed to be resolved in the shareholders’meeting in accordance with Article 174 of the Company Act.
X	On the same issue, each shareholder (or a	X	The Board of Directors that is the convener of the meeting shall determine the agenda of the shareholders’meeting. The shareholders’ meeting shall be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders’meeting. For the shareholders’meeting convened by the authorized individuals other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis. The Chairperson may not have the meeting adjourned discretionally before the meeting agenda (including motions) in the preceding two paragraphs completed and resolved. If the chairperson violated the Rules and announced the meeting adjourned discretionally, the other board directors shall promptly assist the attending shareholders to have one chairperson with a majority vote elected in accordance with the legal procedure to carry on the shareholders’ meeting. TheChairperson shall grant an opportunity to
	proxy) shall not speak more than twice unless authorized by the chairperson. Each speech shall not exceed five (5) minutes. Where a shareholder (or a proxy) speaks in contravention of the rules or beyond the scope of the specified issues, the chairperson may stop the speaker.
			have the proposal or the amendment or motion proposed by shareholders explained and discussed sufficiently and once the Chairperson believes that the motion in discussion is ready for voting may announce to stop discussion and start voting.
XI	Where a juristic person is delegated to participate in a shareholders’meeting, that	XI	Before speaking up in a shareholders’ meeting, the shareholder shall fill in the request for floor which shall be expressly remarked the subject, shareholder account number (or number of the participation
	juristic person may only assign one person to participate in the meeting. In the event that a juristic person

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
	shareholder assigns two or more representatives to participate in a shareholders’meeting, only one among them may be appointed to take the floor.		certificate) and name of account so that the chairperson may fix the order of floor. A shareholder who only submits the request for floor but does not speak up is deemed to have not spoken up. Where the contents of the speech delivered by the shareholder are found inconsistent with the entries on the request for floor, the contents of the ascertained speech shall prevail. On the same issue, each shareholder shall not speak more than twice unless authorized by the chairperson. Each speech shall not exceed five (5) minutes. Where a shareholder speaks in contravention of the rules or beyond the scope of the specified issues, the chairperson may stop the speaker. Where a present shareholder speaks up, other shareholder(s) shall not speak to interfere unless obtaining consent from the chairperson and the speaking shareholder. The chairperson may stop an offender. In the event that a juristic person shareholder assigns two or more representatives to participate in a shareholders’meeting, only one among them
			may be appointed to take the floor. After a participating shareholder completes the floor, the chairperson may reply either personally or through a designee.
XII	After a participating shareholder completes the floor, the chairperson may reply either personally or through a designee.	XII	The voting process in the shareholders’ meeting shall be calculated based on the number of shares. For the resolution reached in the shareholders’meeting, the number of shares of the shareholders without voting right will not be included in the total number of shares issued. Shareholders that have a conflict of interest with the proposal in discussion that is detrimental to the Company’s interests may not participate in the voting and may not exercise the voting right on behalf of other shareholders. The stock shares without voting rights referred to above may not be included in the voting right of the attending shareholders. Except for the trust business or the stock affair agent authorized by securities

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			competent authorities, when one person is commissioned by more than two (inclusive) shareholders, the voting rights by proxies may not exceed 3% voting rights of the total outstanding shares. When the voting rights by proxies exceed 3% voting rights of the total outstanding shares, the voting rights exceeding the threshold will not be included for calculation.
XIII	On an issue during discussion, when the chairperson believes it the right time to vote, the chairperson may announce discontinuance from the discussion and bring the issue into voting.	XIII	Each share hereof is entitled to one voting power, provided that the Company has no voting power for shares held upon occurrence of an incident under Article 179, Paragraph 2 of the Company Act. The Company when holding a shareholders’ meeting shall have the voting rights cast in writing or by electronic means. When exercise the voting rights in writing or by electronic means, the methods shall be detailed in the shareholders meeting notice. The shareholders who have exercised their voting rights in writing or by electronic means shall be deemed as attending the shareholders’meeting in person. However, in
			respect of the extraordinary motion and the amendment of the original proposal in this shareholders’meeting, the shareholders who have their voting rights cast in writing or by electronic means will be deemed as exercising a waiver. Therefore, the Company
			shall avoid proposing any extraordinary move and amendment of the original proposal. The voting in writing or by electronic means as stated in the preceding paragraph, the intention shall be delivered to the Company two days prior to the scheduled shareholders’
			meeting. If the expression of intention is in duplication, the first delivered intention shall
			prevail, unless a declaration of revoking the first delivered intention is made. After the voting in writing or by electronic means, shareholders who wish to attend the shareholders’meeting in person shall have the intention of voting in writing or by electronic means revoked the same way the voting right was exercised two days prior to the scheduled shareholders’meeting. If the

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
			notice of intention withdrawal is exercised beyond the deadline, the voting right cast in writing or by electronic means shall prevail. If the voting right is cast in writing or by electronic means; also, a representative is commissioned to attend the shareholders’ meeting by proxy, the vote cast by the representative at the shareholder’s meeting by proxy shall prevail. Unless otherwise provided for in the Company Act or these Articles of Incorporation, decisions in the shareholders' meeting shall be resolved by a majority vote
			by the participating shareholders in the meeting. For voting, the Chairperson or the designee shall have the total voting rights of the attending shareholders announced for each proposal in discussion and for the shareholders to vote on the respective proposal. Also, the shareholders’votes for the proposal, against the proposal, and waiver will be uploaded to the MOPS in the very same day. Where the same issue is amended or backed
			with an alternate, the chairperson shall resolve the order of voting. When one issue
			among them is resolved, other issue(s) is (are) deemed to have been vetoed without a need for voting. For the voting process, the chairperson may appoint monitoring staff and ballot counting staff from the participating shareholders. The voting and vote counting process shall be
			conducted in the public venues of the meeting. After completion of the counting process, the outcome shall be announced on-the-spot, including the statistics of the weights and shall be contained in the minutes.
XIV	For the voting process, the chairperson may appoint monitoring staff from the participating shareholders (or proxies). The	XIV	Where directors are elected in a shareholders’meeting, the election shall be duly handled in accordance with the relevant rules and regulations of the Company. The outcome shall be announced on-the-spot, including the list of elected directors and the number of votes won in the election. The election ballots used for elections in the
	counting staff and other staff shall be appointed by the chairperson. The voting and vote counting process shall be conducted in the public venues of the meeting. After completion of the counting

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
	process, the outcome shall be announced		preceding paragraph shall be archived for a minimum of one year. In the event that a shareholder lodges litigation in accordance with Article 189 of the Company Act, nevertheless, the audit, video records shall be archived until after the litigation is concluded.
	on-the-spot, including the statistics of the votes and shall be contained in the minutes.
XV	Where directors are elected in a shareholders’meeting, the election shall be duly handled in accordance with the relevant rules and regulations of the Company. The outcome shall be announced on-the-spot, including the list of elected directors and the number of weights won in the election. The election ballots used for elections in the preceding paragraph shall be archived for a minimum of one year. In the event that a shareholder lodges litigation in accordance with Article 189 of the Company Act, nevertheless, the audit, video records shall be archived until after the litigation is concluded.	XV	The minutes shall be duly worked out for decisions resolved in a shareholders’ meeting and shall be signed or affixed with seal by the chairperson and shall be served to all shareholders within twenty (20) days after the meeting. The minutes may be composed and distributed by electronic means. The minutes may be served by means of a public announcement on the MOPS as well. The meeting minutes shall bear the year month, date, venue of the meeting, name of the chairperson, method of resolution, and progress and results of the meeting; also, the
			minutes shall be archived in the Company permanently throughout the duration of the Company.
XVI	During the process of a shareholders’ meeting, the chairperson may promulgate a recess as appropriate.	XVI	The Company shall have a statistic report prepared in the mandatory format for the number of shares solicited by the solicitors and the number of shares commissioned to the representative by proxy and disclosed in the shareholder’s meeting. For the resolutions reached in the shareholders’meeting that are classified as material information according to the law and regulations or the requirements of Taiwan Stock Exchange Corporation, the Company shall have such information uploaded to the MOPS within the specified time.
XVII	Unless otherwise provided for in the Company Act or these Articles of Incorporation, decisions in the shareholders'meeting shall be resolved by a majority vote by the participating shareholders in the meeting. In the voting process, an issue is deemed to have been duly resolved if no objection is heard in response to the inquiry by the chairperson	XVII	The shareholders’meeting staffs shall wear identification card or armbands. The chairperson may instruct the picketers (or security guards) to help maintain the order in the venue. Picketers or security guards at the scene to assist in maintaining order shall wear“Picketer”armbands or identification cards. If the venue is equipped with speaker

Prince Housing & Development Corp.

Rules of Procedure for Shareholders’ Meeting amendment before and after

	Contents before amendment		Contents after amendment
	and such issue so resolved is equally valid as one that has been resolved in balloting.		equipment, the chairperson may prohibit the shareholder who has the floor in the shareholders’meeting using the kind of speaker equipment not facilitated by the Company from speaking. For shareholders who are in violation of the rules of procedure for shareholders’meeting, do not obey the order of the chairperson, interrupt the process of the meeting, and ignore the reprimand of the chairperson, the chairperson may instruct the picketers or security guards to ask the offenders to leave the venue.
XVIII	Where a same issue is amended or backed with an alternate, the chairperson shall resolve the order of voting. When one issue among them is resolved, other issue(s) is (are) deemed to have been vetoed without a need for voting.	XVIII	During the process of a shareholders’ meeting, the chairperson may promulgate a recess as appropriate. Upon the occurrence of

			recess as appropriate.
			a force majeure, the chairperson may rule to suspend the meeting and may have the meeting resumed depending on the actual practice. If the venue of theshareholders’meeting become unavailable before the completion of
			the scheduled agenda (including extraordinary motion), a resolution may be reached in the shareholders’meeting to find another venue for continue the meeting. A resolution can be reached in the shareholders’meeting to have the meeting postponed for five days or to continue the meeting in accordance with Article 182 of the
			Company Act.
XIX	The chairperson may instruct the picketers (or security guards) to help maintain the order in the venue.	XIX	Any matter not adequately provided for herein shall be subject to handling in accordance with the Company Act and these Articles of Incorporation.
XX	Any matter not adequately provided for herein shall be subject to handling in accordance with the Company Act and these Articles of Incorporation.	XX	These Rules shall be put into enforcement after being resolved in the shareholders’ meeting. This same provision is applicable _mutatis mutandis_to an event of amendment.
XXI	These Rules shall be put into enforcement after being resolved in the shareholders’ meeting. This same provision is applicable
	_mutatis mutandis_to an event of amendment.

Attachment XVI

Prince Housing & Development Corp.

Regulations Governing the Election of Directors amendment before and after

	Contents before amendment		Contents after amendment	Remarks
I	The election of the Company’s directors and supervisors is to be processed in accordance with the“Regulations Governing the Election of Directors.”	I	The“Regulations Governing the Election of Directors”is enacted in accordance with Article 21 and Article 41 of the“Corporate governance Best-Practice Principles for TWSE/GTSM Listed Companies”to have the election of directors handled fairly, justly, and openly.	The text was amended in accordance with SEC.Chi.Li.Zi No. 1040001716 Letter issued by Taiwan Stock Exchange Corporation dated January 28, 2015 and the establishment of the Audit Committee The text hereinafter is the same.
II	The Company’s directors and supervisors are elected from the capable individuals in the shareholders’meeting.	II	Unless otherwise provided by law and regulations of the Company’s Articles of Incorporation, the Company’s directors are elected in accordance with the“Regulations Governing the Election of Directors.”
III	The election of the Company’s directors and supervisors is handled in accordance with the “open ballot method.”In terms of the elector’s	III	The election of theCompany’s directors shall be
			with the overall configuration of the Board of Directors considered. The composition of the board members shall be diversified and the an appropriate diversification approach shall be developed depending on the Company’s operation, operational patterns, and development needs; also, it shall include but not
	open ballot method, the name of the elector is indicated by the attendance card number printed on the ballot. For the election of the Company’s directors and supervisors, each stock share contains the number of voting rights equivalent to the number of directors and supervisors to be elected; also, the voting rights can be cast to one or more candidates.
			limited to the following two aspects: I. Basic conditions and values: gender, age, nationality, and culture. II. Professional knowledge and skills: professional background (such as, legal, accounting, industry, finance, marketing, or science and technology), professional skills, and industrial experience. Board members shall have the knowledge, skills, and literacy needed to perform job responsibilities. The overall ability shall include
			the following: I. Operational judgment II. Accounting and financial analysis ability III. Management capabilities IV. Crisis management capability V. Industrial knowledge VI. International market viewpoint VII. Leadership
			I. II. III. IV. V. VI. VII.

Prince Housing & Development Corp. Regulations Governing the Election of Directors amendment before and after

	Contents before amendment		Contents after amendment	Remarks
			VIII. Decision-making ability The majority of the Board directors may not be a spouse or arelative of second degree kinship. The Company’s Board of Directors shall consider having the board directors adjusted according to the results of the performance evaluation.
III-I	Directors and Supervisors of the Company are			Deleted
	elected in accordance with the nomination system in Article 192-1 of the Company Act. The election campaign of the Company’s independent directors and non-independent directors shall be arranged at the same time; also, the ballot cast for the election of directors
	and independent directors shall be counted and
	elected separately.
IV	For the number of the Company’s directors and supervisors to be elected according to the Company’s Articles of Incorporation, the candidates are elected as independent directors, directors, and supervisors in that order depending on the votes received from the electronic voting platform and vote statistics. If two or more candidates received the same votes that made the number of elected exceeding the quota, it will be resolved	IV	Qualification of the independent directors of the
			Company shall comply with Article 2, Article 3,
			and Article 4 of the“Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.” Election of the independent directors of the Company shall comply with Article 5, Article 6,
			Article 7, Article 8, and Article 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”and shall be handled in accordance with Article 24 of the“Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.”
	by a draw. Also, the Chairperson is to take a draw on behalf of those who did not appear to take a draw. Qualifications and election of the independent directors of the Company shall be handled in accordance with the“Securities and Exchange Act,” “Regulations Governing Appointment of
	Independent Directors and Compliance Matters for Public Companies,” “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”and the relevant provisions of the competent authorities.
V	The Chairperson is to have several scrutineers and counting personnel appointed at the beginning of the election to execute the relevant missions.	V	Directors of the Company are elected in accordance with the nomination system in Article 192-1 of the Company Act. The Company shall not arbitrarily demand the candidates for directors to produce additional qualification document forreviewing their qualification, education and experience, and with or without any of the situations stated in Article 30; also, the review result shall be

Prince Housing & Development Corp.

Regulations Governing the Election of Directors amendment before and after

	Contents before amendment		Contents after amendment
			provided to shareholders for reference in order to elect the competent directors. When a director is dismissed for any reason and
			caused the total number of directors to be less than five directors, the Company shall have the substitutes elected in the most recent shareholders’meeting. However, if the vacancy of seats is for more than one third of the total number of directors set by the statute, the Company shall convene an extraordinary shareholders’meeting to have the vacancy of seats fulfilled within 60 days from the event date. If the number of independent directors is less than the quota stated in the proviso of Article 14-2 Paragraph 1 of the Securities Exchange Act
			and Taiwan Stock Exchange“Rules Governing Securities Listing”related regulations, the Company shall have the substitutes elected in the most recent shareholders’meeting. If all the independent directors are dismissed, the Company shall convene an extraordinary shareholders’meeting to have the vacancy of seats fulfilled within 60 days from the event date.
VI	The Board of Directors shall have ballots printed with the Company’s seal affixed. In addition, the attendance card number and voting rights shall be printed on the ballots.	VI	The election of the Company’s directors is handled in accordance with the“open ballot method.”Each stock share contains the number of voting rights equivalent to the number of directors to be elected; also, the voting rights can be cast to one or more candidates.
VII	If the candidate is a shareholder, electors shall indicate the account name and account number	VII	The Board of Directors shall prepare the ballots for a quantity equivalent to the number of directors to be elected with the weights detailed and then forward them to the shareholders at the
	of the candidates on each ballot. If the candidate is not a shareholder, the name and I.D. Card Number of the candidate shallbe indicated on each ballot. However, if the candidate is a government agency or juristic person, the name of the government agency or
			shareholders’meeting. The name of the registered electors can be replaced by the attendance certificate number printed on the ballot.
	juristic person shall be indicated; if the candidate is a representative of the government agency or juristic person, the name of the government agency, juristic person, and its representative shall be filled in the“candidate”column of each ballot. If there
	is more than one representative appointed, only one name can be indicated in each ballot.

Prince Housing & Development Corp. Regulations Governing the Election of Directors amendment before and after

	Contents before amendment		Contents after amendment
VIII	The ballots with any of the following conditionsare considered as invalid votes: I. The ballots specified in this Article are not used, II. Blank ballots are cast into the ballot box, III. The name of the elected candidate on the ballots is illegible beyond recognition, IV. The name or title and account number of the candidate elected on the ballot who is a shareholder is different from the information in the shareholder registry; The name and I.D. Card Number of the candidate elected on the ballot who is not a shareholder is not correct, V. In addition to the candidate’s name, shareholder’s account number or I.D. Card number, and the number of election rights, the ballot is filled with other written symbol and text, VI. The name of the candidate on the ballot is same as other shareholders, but lack of the shareholders account number or I.D. Card number detailed for identification, VII. Ballots are illegible or obliterated, VIII. If the Company adopts a nomination system, the candidates for independent directors or non- independent directors stated on the ballot are not on the candidate list of independent directors or non-independent directors.	VIII	For the number of the Company’s directors to be
			elected according to the Company’s Articles of Incorporation, the candidates are elected as independent directors and directors in that order
			depending on the number of votes received. If two or more candidates received the same votes that made the number of elected exceeding the quota, it will be resolved by a draw. Also, the Chairman is to take a draw on behalf of those who did not appear to take a draw.
IX	The votes are to be counted in public at the end of the voting. The Chairman is to announce the voting results.	IX	The Chairperson is to have several scrutineers and counting personnel appointed at the beginning of the election to execute the relevant
			missions. The Board of Directors is to prepare the ballot boxes and the scrutineers are to have them opened for inspection before voting.
X	The Company will issue a certificate to each elected director and supervisor.	X	If the candidate is a shareholder, electors shall indicate the account name and account number of the candidates on each ballot. If thecandidate
			is not a shareholder, the name and I.D. Card Number of the candidate shallbe indicated on each ballot. However, if the candidate is a government agency or juristic person, the name or title of the government agency or juristic person shall be filled in the“candidate”column of each ballot; also, it could be filled in the name and tile of the government agency or juristic person and the name of their representative. If there is more than one representative appointed, the name of all the representatives can be indicated in each ballot.

Prince Housing & Development Corp.

Regulations Governing the Election of Directors amendment before and after

	Contents before amendment		Contents after amendment	Contents after amendment
XI	Thematters that are not addressed in the Regulations Governing the Election of Directorswill be governed in accordance with the Company Act and the Company’s Articles of Incorporation.	XI	The ballots with any of the following conditions
			are considered as invalid votes: I. The ballots specified in this Article are not used; II. Blank ballots are cast into the ballot box; III. Ballots are illegible or obliterated,; IV. The name or title and account number of the candidate elected on the ballot who is a shareholder is different from the information in the shareholder registry; The name and I.D. Card Number of the candidate elected on the ballot who is not a shareholder is not correct; V. In addition to the candidate’s name, shareholder’s account number (I.D. Card number), and the number of election rights, the ballot is filled with other written symbol and text; VI. The name of the candidate on the ballot is same as other shareholders, but lacks of the shareholders account number or I.D. Card number detailed for identification.
			I. II. III. IV. V. VI.
				used; Blank ballots are cast into the ballot box; Ballots are illegible or obliterated,; The name or title and account number of the candidate elected on the ballot who is a shareholder is different from the information in the shareholder registry; The name and I.D. Card Number of the candidate elected on the ballot who is not a shareholder is not correct; In addition to the candidate’s name, shareholder’s account number (I.D. Card number), and the number of election rights, the ballot is filled with other written symbol and text; The name of the candidate on the ballot is same as other shareholders, but lacks of the shareholders account number or I.D. Card number detailed for identification.
XII	The“Regulations Governing the Election of Directors”is implemented after it is resolved in the shareholders meeting; so is the amendment.	XII	The voting and vote counting process shall be conducted in the public venues of the meeting. After completion of the counting process, the outcome shall be announced on-the-spot by the chairperson, including the elected directors list and the statistics of the weights. The ballots used for the electoral matters in the preceding paragraph shall be sealed and signed by the tellers for safekeeping for at least one year. However, if a lawsuit has been filed by a shareholder in accordance with Article 189 of the Company Act, such ballots shall be kept until the end of the proceedings.
		XIII	The Company’s Board of Directors will issue a certificate to each elected director.
		XIV	The“Regulations Governing the Election of Directors”is implemented after it is resolved in the shareholders meeting; so is the amendment.

Attachment XVII

Directors	Directors	(including Independent	Directors) Candidates List	Directors) Candidates List
Name and titles	Account No.	Names	Number of Shares Held	Major education (experience)
Director	295	Statutory representative of Joyful Investment Co., Ltd.: Cheng, Kao-Hui	28,136,024	National Tainan Commercial Vocational Senior High School Chairman ofTainan SpinningCo. Ltd.
Director	31524	Statutory representative of Uni-President Enterprises Corporation: Lo, Chih- Hsien	162,743,264	MBA ofUniversity of California, Los Angeles (UCLA) Chairman ofPresident Enterprises Corporation
Director	291	Statutory representative of Kao Chuan Investment Co.,Ltd.: Kao,Hsiu-Ling	45,437,308	Marymount College U.S.A DirectorofPresident Enterprises Corporation
Director	31524	Statutory representative of Uni-President Enterprises Corporation: Wu, Tsung- Pin	162,743,264	Department of Accounting, Chung Yuan Christian University DirectorofPresident Enterprises Corporation
Director	6	Wu Tseng Chao-Mei	39,023,030	Junior High School graduated Director of Prince Housing & Development Corp.
Director	286	Statutory representative of Tai Po Investment Co., Ltd.: Wu, Ping-Chih	83,740,587	Master of Chemical Engineering and Industrial Administration, University of Southern California Director of Prince Housing & Development Corp.
Director	286	Statutory representative of Tai Po Investment Co., Ltd.: Wu,Chien-Teh	83,740,587	MBA Director of Prince Housing & Development Corp.
Director	309	Statutory representative of Yung Yuan Investment Co., Ltd.: Wu, Chung-Ho	14,969,463	Department of Chemistry, Fu Jen Catholic University Chairman of San Shing SpinningCo.,Ltd.
Director	141666	Statutory representative of Hung Yao Investment Co., Ltd.: Chuang, Shih-Hung	2,346,491	MBA, Boston University (USA) Chief Executive Officer of W Taipei
Director	14	Hou Po-Yi	13,701,215	Department of Transportation

	Directors	Directors	(including Independent Directors) Candidates List	(including Independent Directors) Candidates List	(including Independent Directors) Candidates List
Name and		Account	Names	Number of	Major education
titles		No.		Shares Held	(experience)

Directors (including Independent Directors) Candidates List	Directors (including Independent Directors) Candidates List	Directors (including Independent Directors) Candidates List	Directors (including Independent Directors) Candidates List	Directors (including Independent Directors) Candidates List
Name and titles	Account No.	Names	Number of Shares Held	Major education (experience)
				Management,National Cheng Kung University Chairman of Universal Cement Co.,Ltd.
Director	204431	Statutory representative of Yu-Pong Investment Co., Ltd.: Ho,Bir-Ming	669,975	Chinese Culture University Vice Chairman ofTainan SpinningCo. Ltd.
Director	244	Statutory representative of Cheng-Long Investment Co., Ltd.: Chuang, Ying- Chih	25,882,643	Hsing Wu College of Business Chairman of Cheng-Long Investment Co.,Ltd.
Director	255416	Jin-Hua-Fong Company	52,000
Independent Director		Tai, Chien	0	PH.Dof Genetics, University of California Principal of Southern Taiwan University of Science and Technology
Independent Director		Hong, Her-Yi	0	Nan Ying Vocation High School of Business & Technol. Uni-President Group Finance Manager
Independent Director		Hsu, Shen-Chai	0	National Taiwan University College of Law Secretary General of Southern Taiwan Science- Based Industrial Park Administration Office Secretary General of Southern Taiwan University of Science and Technology

Attachment XVIII

Prince Housing `＆` Development Corp. The Job Responsibilities of the Representatives of the Company’s Juristic Person Directors with Non-competition Restriction Lifted

May 15, 2016

Name Positions Held Concurrently at PHD and Other Companies

Statutory representative of
Uni-President Enterprises
Corporation:
Lo, Chih-Hsien Chairman of:
ni-President Enterprises Corp., President Chain Store Corp., Uni-President Natural
Industrial Corp., Ton Yi Industrial Corp., TTET Union Corp., Kai Yu Investment Co.,
Ltd., President Packaging Corp., President International Development Corp., Uni-
President Cold Chain Corp., Presco Netmarketing Inc., Uni-President Dream Parks
Corp., Uni-OAO Travel Service Corp., Kai Nan Investment Co., Ltd., President Century
Corp., Ton Yu Investment Inc., Un-President Real Estate Co., Ltd., Uni-President
(Vietnam) Co.,Ltd.Uni-President (Thailand) Ltd.Uni-President (Philippines) Corp.,
Changjiagang President Nisshin Food Co., Ltd., Sanshuijianlibao Commerce Co., Ltd.,
Uni-President China Holdings Ltd. (Cayman), President Enterprises (China) Investment
Co., Ltd., Tong Ren Corp., Beijing President Food Co., Ltd.
Vice Chairman of:
President Nisshin Corp., Prince Housing & Development Corp., Times Square
International Hotel Co., Ltd., Jinmailang Beverage (Beijing) Co., Ltd.
Director of:
President Baseball Team Corp., Nanlien International Corp., President Entertainment
Corp., Tone Sang Construction Corp., Retail Support International Corp., Presicarre
Corp., Tung Ho Development Corp., President Fair Development Corp., Tainan
Spinning Retail & Distribution Co., Ltd., ScinoPharm Taiwan Ltd., President Starbucks
Coffee Corp., Uni-President Organics Corp., PK Venture Capital Corp., Uni-President
Glass Industrial Co., Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co., Ltd.,
Uni-President Development Corp., Tait Marketing & Distribution Co., Ltd., Weilih Food
Corp., Ming Da Enterprises Co., Ltd., Geng Ding Co., Ltd., Chen Shi Investment
Holding Co., Ltd., Prince Property Management Consulting Co., Ltd., Prince Industrial
Co., Ltd., Prince Real Estate Co., Ltd., Uni-Splendor Corp., Uni-President Dream Parks
Corp., Shanhai, Kao Chyuan Inv. Corp., President Chain Store (BVI) Holdings Ltd.,
President Chain Store (Labuan) Holdings Ltd., President Starbucks Coffee (Cayman)
Holdings Ltd., Shanghai President Starbucks Coffee Co., Ltd., Cayman President
Holdings Ltd.、Kai Yu(BVI) Investment Co.,Ltd、President Packaging Holdings
Ltd.、Uni-President Southeast Asia Holdings Ltd.、PT ABC President Indonesia、
President Energy Development (Cayman Islands) Ltd.、Uni-President Asia Holdings
Ltd., Uni-President International (HK) Co., Ltd., Champ Green Capital Co., Ltd., Champ
Green (Shanghai) Consulting Co. Ltd., Yantai North Andre Juice Co., Ltd., Beijing
President Enterprises Drinks & Food Co., Ltd. Zixi President Enterprises Drinks & Food
Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan President Enterprises
Food Co., Ltd., Kunming President Enterprises Corp., Chengdu President Enterprises
Food Co., Ltd., Xinjiang President Enterprises Food Co., Ltd., President (Kunshan) Food
Science & Technology Co., Ltd., Beijing President Enterprises Drinks & Food Co., Ltd.,
Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Guangzhou President
Enterprises Co., Ltd., Shenyang President Enterprises Co., Ltd., Harbin President
Enterprises Co., Ltd., Hefei President Enterprises Co., Fuzhou President Enterprises Co.,
Ltd. Nanchang President Enterprises Co., Ltd., Zhengzhou President Enterprises Co.,
Ltd.,Changsha President Enterprises Co.,Ltd.,ZhanjiangPresident Enterprise Co.,Ltd.,

Name	Positions Held Concurrently at PHD and Other Companies
	Nanning President Enterprise Co., Ltd., Taizhou President Enterprises Co., Ltd., Chongqing President Enterprise Co,. Ltd., Changchun President Enterprise Co., Ltd., Shijiezhuanng President Enterprise Co., Ltd., Hainan President Enterprise Co., Ltd., Jinan President Enterprise Co., Ltd., Baiyin President Enterprise Co., Ltd., Xuzhou President Enterprise Co., Ltd., Guiyang President Enterprises Co., Ltd., Akesu President Enterprise Co., Ltd., Hangzhou President Enterprise Co., Ltd., Henan President Enterprises Co., Ltd., Shanxi President Enterprises Corp., Shanghai President Enterprises Co., Ltd., Ningxia President Enterprises Co., Ltd., Inner Mongolia President Enterprises Co., Ltd., Shanxi President Enterprises Co., Ltd., Uni-President Enterprises (TianJin) Co., Ltd., Jangsu President Enterprises Co., Ltd., Hunan President Enterprises Co., Ltd., Uni-President Trading (Kunshan) Co., Ltd., Uni-President Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd., Jilin President Mineral Water Co., Ltd., Wuyuan President Enterprises Mineral Water Co., Ltd., Bama President Mineral Water Co., Ltd., Wuxue President Mineral Water Co., Ltd., Uni-President Enterprises (Hutubi) Tomato Products Technology Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd., Shanghai Ruxin Leather Products Co., Ltd., Uni-President Research & Development Enterprises Co., Ltd. President of: Uni-President Enterprises Corp.,Presco NetmarketingInc.
Statutory representative of Kao Chuan Investment Co., Ltd.: Kao, Hsiu-Ling	Chairman of: Kao Chyuan Inv. Corp., President Being Corp., President Fair Development Corp., Uni- President Department Store Corp., President Pharmaceutical Corp., President Drugstore Business Corp., Afternoon Tea Taiwan Corp. Director of: ScinoPharm Taiwan, Ltd., Ton Yi Industrial Corp., President International Development Corp., Uni-President Enterprises Corp., Uni-President Development Corp., President Chain Store Corp., President Securities Corp., Times Square International Hotel Co., Ltd.,President Starbucks Coffee Corp.,Tainan SpinningRetail & Distribution Co.,Ltd.
Statutory representative of Uni-President Enterprises Corporation: Wu, Tsung-Pin	Chairman of: Uni-President Assets Management Co., Ltd. Director of: President International Trade & Investment Corp.(Tongtai), President Chain Store Corp., Prince Housing & Development Corp., Prince Real Estate Co. Ltd., Times Square International Hotel Co., Ltd., Ton Ren Pharmaceutical Corp., ScinoPharm Taiwan, Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co., Ltd., Ton Yu Investment Inc., Uni-President International (HK) Co., Ltd. Supervisor of: President Baseball Team Corp., President Entertainment Corp., Tone Sang Construction Corp., President Kikkoman Inc., President Investment Trust Corp., Kai Yu Investment Co., Ltd., Kai Nan Investment Co., Ltd., President International Development Corp., Uni-Splendor Corp., Un-President Real Estate Co., Ltd., Tait Marketing & Distribution Co.,Ltd.,President Kikkoman Zhenji Foods Co.,Ltd.

Appendix I

Prince Housing `＆` Development Corp.

Rules of Procedure for Shareholders’ Meeting

I. All affairs regarding the Company’s shareholders’ meeting shall be duly handled in accordance with these Rules.
II. The Company shall expressly remark on the notices for the shareholders’ meeting the time, venue to sign in for the meeting, and other important notes for the shareholders’ meeting.
The sign-in process for shareholders to participate in a shareholders’ meeting shall be handled at least thirty minutes prior to the time scheduled for the meeting. The sign-in venue shall be expressly labeled and shall be assigned with adequate personnel to take charge of the sign-in process.
A shareholder or the proxy delegated by a shareholder (hereinafter referred to as the “shareholder” (or “proxy”)) shall attend a shareholders’ meeting based on the participation certificate, sign-in card, or other certificate for participation. A solicitor who solicits a proxy shall further present his or her identity certificate paper for verification.
The shareholder (or proxy) may submit the sign-in card upon participation in the shareholders’ meeting instead of sign-in process. The number of shares represented by participating shareholders shall be calculated based on the sign-in cards submitted by the shareholders (or proxies).
III. Where a shareholders’ meeting is attended by the shareholders (or proxies) who represent a majority of the aggregate total of the issued and outstanding shares, the chairperson shall promulgate the opening of the meeting. In the event that the participating shareholders (or proxies) do not make the specified quorum when the specified time is up, the chairperson may announce postponement. A shareholders’ meeting may be postponed twice in maximum and the total period accumulated in the postponements shall not exceed an hour. Where the participating shareholders (or proxies) do not make up the required quorum after postponements twice but represent over one-third of the aggregate total of the issued and outstanding shares, a tentative resolution may be resolved by a majority vote of the voting powers represented by the participating shareholders (or proxies). In the event that the number of shares represented by the participating shareholders (or proxies) already makes up the specified quorum, the chairperson may pose the tentative resolution so resolved to the shareholders’ meeting for retrospective acknowledgement.
IV. The participation and the voting process in the shareholders’ meeting shall be calculated based on the number of shares.
V. Unless otherwise prescribed in the Company Act, a shareholders’ meeting shall be chaired by the Chairperson. Where the chairperson is on leave or unavailable to exercise the responsibilities and powers, the substitution shall be duly handled in accordance with the Company’s Articles of Incorporation.

Where a director acts as the chairperson on behalf, such a director shall be the one who has served the post of director for more than six months and who has been well aware of the Company’s financial standing. This same provision is applicable mutatis mutandis to an event where the chairperson is a juristic person director.

VI. The Company may appoint the retained Attorney-at-Law, Certified Public Accountant, or the relevant personnel to participate in a shareholders’ meeting.
VII. Starting from the moment when the Company entertains sign-in process from shareholders, the Company shall conduct uninterrupted audio recording and videotaping for the procedures when the shareholders sign in, participate in the shareholders’ meeting, voting, and counting of ballots.
The audio recording and videotaping data mentioned in the preceding paragraph shall be archived for a minimum of one year. Where shareholder files litigation in accordance with Article 189 of the Company Act, nevertheless, such audio recording and videotaping data shall be archived until the litigation is concluded.
VIII. The agenda of a shareholders’ meeting shall be enacted by the Board of Directors. A shareholders’ meeting shall be duly convened as scheduled in the agenda that shall not be changed unless resolved in the shareholders’ meeting. After the chairperson announces adjournment of the meeting, the shareholders shall not elect another chairperson to convene the shareholders’ meeting in the same or a new venue.
IX. Before speaking up in a shareholders’ meeting, the shareholder (or proxy) shall fill up the request for floor which shall be expressly remarked the subject, shareholder account number (or number of the participation certificate), and name of account so that the chairperson may fix the order of floor. A shareholder (or proxy) who only submits the request for floor but does not speak up is deemed to have not spoken up. Where the contents of the speech delivered by the shareholder (or proxy) are found inconsistent with the entries on the request for floor, the contents of the ascertained speech shall prevail. Where a present shareholder speaks up, other shareholder(s) shall not speak to interfere unless obtaining consent from the chairperson and the speaking shareholder. The chairperson may stop it from an offender.
X. On a same issue, each shareholder shall not speak more than twice unless authorized by the chairperson. Each speech shall not exceed five (5) minutes. Where a shareholder (or a proxy) speaks in contravention of the rules or beyond the scope of the specified issues, the chairperson may stop the speaker.
XI. Where a juristic person is delegated to participate in a shareholders’ meeting, that juristic person may only assign one person to participate in the meeting. In the event that a juristic person shareholder assigns two or more representatives to participate in a shareholders’ meeting, only one among them may be appointed to take the floor.
XII. After a participating shareholder completes the floor, the chairperson may reply personally or through a designee.
XIII. On an issue during discussion, when the chairperson believes it i s the right time to vote, the chairperson may announce discontinuance from the discussion and

bring the issue into voting.

XIV. For the voting process, the chairperson may appoint monitoring staff from the participating shareholders (or proxies). The counting staff and other staff shall be appointed by the chairperson.
The voting and vote counting process shall be conducted in the public venues of the meeting. After completion of the counting process, the outcome shall be announced on-the-spot, including the statistics of the weights and shall be contained in the minutes.
XV. Where directors are elected in a shareholders’ meeting, the election shall be duly handled in accordance with the relevant rules and regulations of the Company. The outcome shall be announced on-the-spot, including the list of elected directors and the number of weights won in the election.
The election ballots used for elections in the preceding paragraph shall be archived for a minimum of one year. In the event that a shareholder lodges litigation in accordance with Article 189 of the Company Act, nevertheless, the audit, video records shall be archived until after the litigation is concluded.
XVI. During the process of a shareholders’ meeting, the chairperson may promulgate a recess as appropriate.
XVII. Unless otherwise provided for in the Company Act or these Articles of Incorporation, decisions in the shareholders’ meeting shall be resolved with a majority vote of the participating shareholders (or representatives) in the meeting. In the voting process, an issue is deemed to have been duly resolved if no objection is heard in response to the inquiry by the chairperson and such issue so resolved is equally valid as one that has been resolved in balloting.
XVIII. Where the same issue is amended or backed with an alternate, the chairperson shall resolve the order of voting. When one issue among them is resolved, other issue(s) is (are) deemed to have been vetoed without a need for voting.
XIX. The chairperson may instruct the picketers (or security guards) to help maintain the order in the venue.
XX. Any matters not adequately provided for herein shall be subject to handling in accordance with the Company Act and these Articles of Incorporation.
XXI. These Rules shall be put into enforcement after being resolved in the shareholders’ meeting. This same provision is applicable mutatis mutandis to an event of amendment.

Appendix II

Prince Housing `＆` Development Corp. Articles of Incorporation

Chapter One General Provisions

Article I. This Company is duly incorporated in accordance with provisions governing the company limited by shares as set forth under the Company Act in the full name of “Prince Housing & Development Corporation” (hereinafter referred to as the “Company”).
Article II. The Company shall engage in the business lines enumerated below:
To develop, operate, lease, and sell farms, forest farms, livestock and aquatic farms.
To delegate for construction of public housing programs and business buildings, tourist hotels, tourist recreation businesses (children playgrounds, water parks, etc.), indoor and outdoor playgrounds, on-floor and elevated parking facilities, supermarkets, ports, inland warehouses for bagged or bulk cargoes and to operate, lease and sell the same.
To develop, operate, lease, and sell industrial zones and residential zones.
To manufacture, buy and sell building materials, and to act as an agent for and to promote architectural technology & know-how.
To broker leases and sales of real estate.
To act as an agent for sporting goods with import, production, manufacture, buys, and sales.
To accept delegation for land reconsolidation programs.
E201010 Landscape engineering business.
I503010 Landscaping, interior design services.
ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.
Article III. The Company may, in line of the need in business operation, invest outwardly to other enterprises and is free of the restriction of 40% of the Company’s paid-in capital as set forth under Article 13 of the Company Act.
Article IV. Article IV The Company is headquartered in Tainan City Taiwan and may have branches or factories set elsewhere at home and abroad under the decisions duly resolved by the Board of Directors. This same provision is applicable mutatis mutandis to an event of revocation or relocation of the Company.

Article V. Article V The public announcements of the Company shall be duly handled in accordance with Article 28 of the Company Act.

Chapter Two Shares

Article VI. Article VI The Company has capital amounting to twenty billion New Taiwan Dollars, divided into 2 billion shares at Ten New Taiwan Dollars par value. The Board of Directors is authorized with full power to issue in installments.
Article VII.The share certificates of the Company, the registered ones, shall be duly signed by or affixed with seals of over three directors, duly authenticated by the competent authority or the issuance & registry entity accredited thereby after the Company is approved for incorporation or alteration registry. After the Company issues share certificates to public, the Company may be exempted from printing share certificates and may issue stocks by means of consolidated printing for the aggregate total of shares. The Company shall, nevertheless, approach the centralized securities depository institution for registry or for custody.
Article VIII. The Company may manage equity affairs in accordance with the requirements of the competent authority and laws and ordinances concerned.
Article IX. Transfer of shares shall be discontinued within sixty (60) days prior to a regular meeting of shareholders, or within thirty (30) days prior to a special (extraordinary) meeting of shareholders, or within five (5) days prior to the record (base) date scheduled to allocate dividend, bonus, or other interests.
Article X. For replacement or reissuance of new share certificates, the Company may charge for printing costs and the required stamp tax.

Chapter Three Regular Shareholders’ Meeting

Article XI. The shareholders’ meeting of the Company is in two categories, i.e., the regular shareholders meeting and special shareholders meeting. The regular shareholders meeting shall be convened by the Board of Directors once per annum within six (6) months from closing of each fiscal year where the special shareholders meeting may be convened according to laws and ordinances concerned whenever necessary.
Article XII.Article XII A shareholder who is unavailable to attend a shareholders’ meeting in person may, in accordance with Article 177, duly issue a written proxy, expressly remarking the scope of the authorized powers to appoint a proxy to attend the meeting on his or her behalf. Unless otherwise prescribed in the Company Act, the regulations regarding shareholders participating in

a shareholders’ meeting shall be duly handled in accordance with the “Regulations Governing Use of Proxies in the Shareholders Meeting of Public Companies” promulgated by the competent authority.
Article XIII. Unless otherwise provided for in the Company Act, a shareholders’ meeting shall be chaired by the Chairperson. Where the Chairperson is on leave or unavailable, the substitution shall be duly handled in accordance with Article 208 of the Company Act.
Article XIV. Unless otherwise provided for in the Company Act, decisions in the shareholders’ meeting shall be resolved by a majority vote in the meeting which is attended by shareholders who represent a majority of the total issued shares.
Article XV.Each share hereof is entitled to one voting power, provided that the Company has no voting power for shares held upon occurrence of an incident under Article 179, Paragraph 2 of the Company Act.
Article XVI. The minutes shall be duly worked out for decisions resolved in a shareholders’ meeting and shall bear the month, date, year, venue of the meeting, name of the chairperson, method of resolution, progress and results of the meeting and shall be signed or affixed with seal by the chairperson and shall be served to all shareholders within twenty (20) days after the meeting. The minutes may be served by means of a public announcement as well. The minutes along with the shareholders’ sign-in book and written proxies shall be archived in the Company.

Chapter Four Board of Directors

Article XVII The Company has fifteen directors, including three independent directors, to be elected in the shareholders’ meeting according to the candidates’ nomination system from candidates with disposing capacity, with a 3- year term 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 in 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 allocated to elect several candidates. The candidates who win more ballots shall be the elected directors.
The matters regarding professional qualification requirements, shareholding ratios, restriction on moonlighting, methods of nomination, 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 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.

Article XVIII The Board of Directors shall be organized by directors. By attendance of directors who represent a two-thirds majority and by a majority vote of the attending directors, one chairperson shall be elected from among the directors themselves. In the same manner, one vice chairperson shall be elected from among themselves. The chairperson shall represent the Company externally and shall, internally, exercise all business affairs of the Company in accordance with laws, Articles of Incorporation, and decisions resolved in the shareholders’ meeting and Board of Directors. The vice chairperson shall assist the chairperson. Where the chairperson is on leave or unavailable to exercise responsibilities and powers, the substitution shall be duly handled in accordance with the relevant provisions set forth under the Company Act.
Article XIX The Board of Directors shall be chaired by the chairperson. Where the chairperson is on leave or unavailable to perform duties, the substitution shall be duly handled in accordance with Article 208 of the Company Act.
Article XX Where the Board of Directors meeting is convened, directors shall participate in the meeting in person. A director who is unavailable to attend the meeting in person may issue a written proxy bearing the scope of the bestowed powers to authorize a proxy to participate on behalf, provided, that one director may serve as a proxy only for another director.
- A director who attends a Board of Directors meeting through video system is deemed to have attended in person if such meeting is held through video system.
Article XXI The Board of Directors shall have the powers, duties and responsibilities as enumerated below: 1. Review a variety of operating rules. 2. Resolve business policies. 3. Review budgets and final accounts. 4. Propose allocation of earnings and coverage of loss. 5. Propose for increase/decrease of capital. 6. Resolve appointment of key personnel. 7. Implement decisions resolved in the shareholders’ meeting. 8. Resolve decisions on investment externally. 9. Exercise other powers, duties and responsibilities bestowed according to law and by shareholders’ meeting. All matters except those mentioned in the preceding paragraph and those to be resolved in the shareholders’ meeting under the Company Act shall be resolved by the Board of Directors.

Article XXII The Board of Directors shall convene a meeting on a quarterly basis as minimum. Unless otherwise prescribed by law, the Board of Directors meeting shall be convened by the chairperson. Notices to a Board of Directors meeting shall expressly bear the subjects and served to all directors and supervisors seven (7) days in advance. In case of an emergency, nevertheless, a Board of Directors meeting may be convened anytime.
The notices mentioned in the preceding paragraph may be served to all directors and supervisors in writing, by FAX, or electronic means.
Article XXIII All business affairs of the Company shall be resolved in the Board Meeting and be submitted to the chairperson for enforcement. Unless otherwise provided for in the Company Act, decisions in the Board Meeting shall be resolved by a majority vote in the meeting that is attended by directors who represent a majority of the total number of directors. The minutes of a Board Meeting shall be archived in the Company along with the sign-in book of present directors and written proxies as attended by proxies.

Chapter Five Supervisors

Article XXIV The Company has three to five supervisors, to be elected in the shareholders’ meeting according to the candidate nomination system from candidates with disposing capacity, with a 3-year term of office, and entitled to reelection. Among the supervisors, at least one shall have fixed domicile in the Republic of China. The aggregate total of shares to be held by all supervisors shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. Upon election of supervisors in the shareholders’ meeting, each share is entitled to election power equivalent to the number of supervisors to be elected and may be concentrated to elect one candidate or be allocated to elect several candidates. The candidates who win more ballots shall be the elected supervisors.
The provision set forth under Article XVII, Paragraph III of the Company’s Articles of Incorporation is equally mutatis mutandis applicable to the remuneration, travel, or transportation allowance and office fares for supervisors.
Article XXV The supervisors shall have the powers, duties and responsibilities enumerated below: 1. Investigate into the Company’s business and financial standing. 2. Audit books and documents. 3. Superintend

implementation of the Company’s business operation. 4. Exercise other powers as bestowed by laws and ordinances concerned.

Article XXVI Supervisors may attend a Board Meeting as non-voting guest participants to speak up their opinions but shall have no voting powers there.
Article XXVII Upon performance of duties, the supervisors shall work out reports on the books and accounts they audit and submit them to the shareholders’ meeting.
Article XXVIII The Company may acquire liability insurance for directors and supervisors to insure themselves for potential risk in exercise of their duties within the scope of business lines. The Board of Directors is bestowed with full powers to implement the acquirement of the liability insurance.

Chapter Six Managerial Officers and Staff

Article XXIX The Company shall have managerial officers who shall be duly appointed, discharged, and paid in accordance with Article 29 of the Company Act. The powers for the managerial officers in management over the Company’s business affairs, and the scope of their powers to sign shall be duly fixed in accordance with the contents of the powers bestowed to the respective departments and the decisions resolved in the Board of Directors.

Chapter Seven Accounting

Article XXX The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. The final account settlement shall be conducted at end of every fiscal year.
Article XXXI Upon closing of each fiscal year, the Board of Directors shall work out the following documents to be audited by the supervisors before the regular shareholders’ meeting and to be acknowledged in the regular shareholders’ meeting:
Business report
Financial statements
Proposals of allocation of earnings and coverage of loss
Article XXXII The Company operates its business amidst the industrial environment in its mature phase, which is characterized by cutthroat competition. The Board of Directors shall, therefore, propose the allocation of earnings by taking into account the budget in capital expenditures and demand for working capital so as to measure the necessity to utilize the

earnings to back up capital demand. In turn, the Company will resolve decisions about retained earnings or the amount of dividend or bonus to be allocated to shareholders in cash.

From the earnings made by the Company as shown through the final accounts of every fiscal year, the sums to pay profit-seeking enterprise income taxes and make good loss in previous year, if any, shall be first withheld. From the balance, if any, a sum of 10% of the legal reserve shall be withheld unless the legal reserve appropriated in accumulation is up to the aggregate total of the Company’s paid-in capital and then the sum to amortize or to restore legal reserve. The final balance shall be the allocable earning this term and shall be, added with the unappropriated retained earnings accumulated in the previous year, the allocable earnings. The dividend and bonus to shareholders shall be 50%~100% of the allocable earnings and the cash dividend shall not be below the minimum at 30% of the aggregate total of dividend, bonus allocable that year. For the balance other than allocation of dividend, the Board of Directors shall work out proposal to be resolved in the shareholders’ meeting before allocation. In the allocation, the remuneration to directors and supervisors shall be 3% of the total allocable earning this term and bonus to employees shall be 2% minimum of the total allocable earning this term. Where the aforementioned bonus to employees is allocated in stocks, the targets may include employees serving with the Company’s subsidiaries who satisfy the specified requirements.

Chapter Eight Supplementary Provisions

Article XXXIII The organizational rules and operational rules shall be separately worked out by the Board of Directors.
Article XXXIV Where the Company is required to guarantee a third party for business need, the guarantee shall be duly handled in accordance with the Company’s Regulations Governing Enforcement of Endorsements/Guarantees.
Article XXXV Any matters not adequately provided for herein shall be subject to the Company Act and other laws and ordinances concerned.
Article XXXVI These Articles were duly enacted on August 23, 1973 and were duly amended on November 20, 1974 as the 1[st] amendment; February 10, 1976 as the 2[nd] amendment; March 8, 1977 as the 3[rd] amendment; April 28, 1980 as the 4[th] amendment, May 2, 1981 as the 5[th] amendment; November 4, 1982 as the 6[th] amendment; May 16, 1984 as the 7[th] amendment; April 26, 1986 as the 8[th] amendment;

April 3, 1989 as the 9[th] amendment; December 27, 1990 as the 10[th] amendment; June 18, 1991 as the 11[th] amendment; April 23, 1992 as the 12[th] amendment; May 7, 1993 as the 13[th] amendment; May 10, 1994 as the 14[th] amendment; June 5, 1995 as the 15[th] amendment; May 24, 1996 as the 16[th] amendment; June 17, 1997 as the 17[th] amendment; May 19, 1998 as the 18[th] amendment; June 9, 1999 as the 19[th] amendment; June 9, 2000 as the 20[th] amendment; June 20, 2002 as the 21[st] amendment; June 26, 2003 as the 22[nd] amendment; June 15, 2004 as the 23[rd] amendment; June 27, 2005 as the 24[th] amendment; June 14, 2006 as the 25[th] amendment; June 15, 2007 as the 26[th] amendment; June 13, 2008 as the 27[th] amendment; June 19, 2009 as the 28[th] amendment; June 24, 2010 as the 29[th] amendment; June 17, 2011 as the 30[th] amendment; June 20, 2012 as the 31[st] amendment; June 18, 2013 as the 32[nd] amendment, June 20, 2014 as the 33[rd] amendment, and June 17, 2015 as the 34[th] amendment that shall be put into enforcement after being resolved in the shareholders’ meeting.

Prince Housing ＆ Development Corp.

Chairperson Cheng, Kao-Hui

Appendix III

Shareholdings of the Company’s Directors and Supervisors

Title	Name	Shareholding on the stock stop-transfer date of the shareholders’ meeting	Remarks
Chairman	Cheng, Kao-Hui	28,136,024	Statutory representative of Joyful Inv. Co., Ltd.
Vice Chairman	Lo, Chih-Hsien	162,743,264	Statutory representative of Uni-President Enterprises Corporation
Director	Wu, Tsung-Pin
Director	Wu Tseng, Chao-Mei	39,023,030
Director	Chuang, Shih-Hung	2,346,491	Statutory representative of Hung Yao Investment Co.,Ltd.
Director	Kao, Hsiu-Ling	45,437,308	Statutory representative of Kao Chuan Investment Co.,Ltd.
Director	Hou, Po-Ming	22,923,624
Director	Hou, Po-Yi	13,701,215
Director	Wu, Chung-Ho	14,969,463	Statutory representative of Young Yuan Inv. Co.,Ltd.
Director	Chuang, Ying-Chih	310,020
Director	Wu, Chien-Teh	83,740,587	Statutory representative of Taipo Investment Co., Ltd.
Director	Wu, Ping-Chih
Independent Director	Chang, Chi-Ming	0
Independent Director	Lin , Ruei-Ching	0
Independent Director	Tai, Chien	0
Total shareholding of directors		413,331,026
Supervisor	Chuang, Ying-Nan	20,140,496	Statutory representative of Guang Wei Inv. Co., Ltd.
Supervisor	Huang, Chao-Wen	13,806,429
Supervisor	Chen, Jing-Shin	601,774
Supervisor	Chen, Chien-Hung	226,600
Supervisor	Lin, Cheng-Yang	0
Total shareholding of supervisors		34,775,299

According to Article 26 of the Securities Exchange Act:

The Company’s minimum shareholding of all the Board directors is 38,959,827 shares. The Company’s minimum shareholding of all the supervisors is 3,895,982 shares.

Appendix IV

The Effects of the Present Bonus Share Grants upon the Company's Business Performance ， Earnings Per Share (EPS), and Investment Return Ratio to Shareholders:

Not applicable as the Company did not grant bonus shares in the year.

Taipei Office

21F, No. 11, Song-Gao Road, Xinyi District, Taipei City

Tel: (02) 2758-9599

Taichung Company

14F, No. 416, Sec. 2, Chong-Deh Road, Bei-Tun District, Taichung City

Tel: (04) 2242-7376

Tainan Company

8F, No. 398, Sec. 1, Chunghwa E. Road, Eastern District, Tainan City

Tel: (06) 282-1155

People Build Houses Houses Make People

AI assistant

PHD — AGM Information 2016

52134_rns_2016-06-29_c1ca292a-c6ad-4330-8619-a1b33f94b949.pdf

Prince Housing & Development Corporation

Agenda Handbook for Regular Shareholders’ Meeting 2016

Table of Contents

Prince Housing & Development Corp.

Issues to be Acknowledged

Prince Housing & Development Corp.

Agenda of Regular Shareholders’ Meeting 2016

Issues to be Discussed

Issues to be Reported

Issues to be Acknowledged

Issues to be Discussed

Election

Results of Election:

Other Proposals

Extraordinary Motions

Adjournment of the Meeting

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

Prince Housing & Development Corp. Articles of Incorporation amendment before and after

Business Report

Prince Housing & Development Corp. Supervisors’ Report in the Most Recent Year

Price Housing & Development Corp.

Regulations Governing Procedure for Board of Directors Meetings amendment before and after

Price Housing & Development Corp.

Regulations Governing Procedure for Board of Directors Meetings amendment before and after

Price Housing & Development Corp.

Regulations Governing Procedure for Board of Directors Meetings amendment before and after

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

Prince Housing & Development Corp.

The Company’s Ethical Management Best Practice Principles amendment before and after

Prince Housing & Development Corp. Procedures for Ethical Management and Guidelines for Conduct amendment before and after

Prince Housing & Development Corp.

Procedures for Ethical Management and Guidelines for Conduct amendment before and after

Prince Housing & Development Corp. Procedures for Ethical Management and Guidelines for Conduct amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corporation

The Corporate Social Responsibility Best Practice Principles amendment before and after

Prince Housing & Development Corp.

Code of Ethical Conduct

II. Preventing illegal personal gains

III. Duty of confidentiality:

VIII.Disciplinary measures:

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS YEARS ENDED DECEMBER 31

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS YEARS ENDED DECEMBER 31

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

PRINCE HOUSING & DEVELOPMENT CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

REPORT OF INDEPENDENT ACCOUNTANTD TRANSLATES FROM CHINESE

March 23, 2016

PRINCE HOUSING & DEVELOPMENT CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31

PHD AGM Information 2016

Prince Housing `＆` Development Corp. The Job Responsibilities of the Representatives of the Company’s Juristic Person Directors with Non-competition Restriction Lifted

Prince Housing `＆` Development Corp.

Prince Housing `＆` Development Corp. Articles of Incorporation