PHD - AGM Information 2017 | FinancialReports.eu

Stock code: 2511

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Prince Housing & Development Corporation

Agenda Handbook for Regular Shareholders Meeting 2017

Date scheduled for regular shareholders meeting: June 22, 2017 (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)

Table of Contents	Table of Contents
One. Procedures of the Meeting ................................................................................................. 1
Two. Agenda	............................................................................................................................... 2
I.	Issues to be Reported ..................................................................................... 3
II.	Issues to be Acknowledged ........................................................................... 6
III.	Issues to be Discussed ................................................................................... 7
IV.	Extraordinary Motions ................................................................................... 7
Three. Attachments
I.	2016 Business Report .................................................................................... 8
II.	Audit Committee Inspection Report ............................................................ 10
III.	Accountant Audit Report and 2016 Consolidated Financial Statements
	Report .......................................................................................................... 11
IV.	Accountant Audit Report and 2016 Individual Financial Statements
	Report .......................................................................................................... 25
V.	2016 Annual Surplus Distribution Report ................................................... 38
VI.	The Company's “Asset Acquisition or Disposal Processing Procedures”
	Amended Text Comparison Table ............................................................... 39
VII.	The Company's Articles of Incorporation” Amendment Text Comparison
	Table ............................................................................................................ 47
Four. Appendix
I.	The Company’s Rules of Procedure for Shareholders’ Meeting ................. 49
II.	The Company’s Articles of Incorporation, Original .................................... 57
III.	The Shareholding Status of the Company’s Directors and Supervisors ..... 66
IV.	The Effects that the Present Bonus Share Grants have on the Company's
	Business Performance, Earnings Per Share (EPS), and Investment Return
	Ratio to Shareholders .................................................................................. 67

Prince Housing & Development Corporation

Procedures to Convene the Regular Shareholders’ Meeting 2017

Call the Meeting to Order

The Chairperson Takes the Position

Opening Statement by the Chairperson

Issues to be Reported

Issues to be Acknowledgment

Issues to be Discussed

Extraordinary Motions

Adjournment of Meeting

Prince Housing & Development Corporation

Agenda of Regular Shareholders’ Meeting 2017

I. Time: June 22, 2017 (Thursday) at 9 AM
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 Statement by the Chairperson
V. Issues to be Reported
(I) The Company’s Business Report, 2016.
(II) Report by the Audit Committee in the Inspection of the Company’s Final Account, 2016.
(III) Report of the Aggregated Total of Endorsements/Guarantees Granted by the Company, 2016.
(IV) Report of the Capital Loans made by the Company to Others, 2016.
(V) Report of the Status Quo Corporate Bonds Issued by the Company.
(VI) The 2016 Remuneration to Employees, Directors, and Supervisors Report.
(VII) Report of Other Issues Concerned.
VI. Issues to be Acknowledged
(I) The Company’s 2016 Business Report and Financial Statements are proposed for acknowledgment
(II) The Company’s 2016 Earnings Allocation is proposed for acknowledgment
VII. Issues to be Discussed
(I) Amendment of the Company’s Procedures for Handling Acquisition and Disposal of Assets is proposed for Referendum
(II) Amendment of the Company’s Articles of Incorporation is proposed for Referendum
VIII. Extraordinary Motions
IX. Adjournment of the Meeting

Issues to be Reported

I. Please Review the Company’s Business Report, 2016

Description: Attached please find the 2016 Business Report. Please read page 8, Attachment 1, of this manual.

II. Please Review the Report by the Audit Committee in the Inspection of the Company’s Final Account, 2016.

Description: Attached please find the Audit Committee Inspection Report. Please read page 10, Attachment 2, of this manual.

III. Report of the Aggregated Total of Endorsements/Guarantees Granted by the Company, 2016:

As of December 31, 2016, the endorsements/guarantees granted by the Company to the invested company are enumerated below and hereby submitted for information:

Unit: NT$1,000

		Unit: NT$1,000
Targets of Endorsements/ Guarantees	Amounts of Endorsements/ Guarantees at End of the Term	Amounts of Endorsements/ Guarantees Actually Disbursed
Ta Chen Construction & Engineering Corp.	1,900,000	0
The Splendor Hospitality International Co., Ltd.	2,000,000	1,682,206
Prince Real Estate Co., Ltd.	2,500,000	780,000

IV. Report of the Capital Loans made by the Company to Others, 2016:

As of December 31, 2016, the loaning of funds granted by the Company are enumerated below and hereby submitted for information.

V. Report of the Status Quo Corporate Bonds Issued by the Company:

(I) As officially resolved in the Board of Directors meeting convened on

March 26, 2012, the Company shall issue the first secured domestic common corporate bonds for 2012 in the aggregate total of NT$2 billion for which the Financial Supervisory Commission has 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.

(II) 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.
(III) As officially resolved in the Board of Directors meeting convened on March 22, 2017, the Company shall issue the first secured common corporate bonds 2017 in the aggregate total of NT$5 billion that may be issued all at once or in installments with the issuance period of 5 years. The objective is to improve the financial system, enrich the working capital, and repay the previous raised ordinary corporate bonds.
VI. The 2016 Remuneration to Employees, Directors, and Supervisors Report:
(I) Undertaken pursuant to Article 32 of the Articles of Incorporation.
(II) As recommended by the 3rd Remuneration Committee Meeting for Session 3 and adopted by the 5th Board of Directors Meeting for Session 15; an amount of NT$63,217,514 (3%) in cash was appropriated as remuneration to directors and supervisors.
(III) The 5th Board of Directors Meeting for Session 15 has passed a resolution to adopt the decision of the 6th Board of Directors Meeting for Session 14 to appropriate the amount of NT$185,821,180 (less than 10% of the annual net revenue) as employee performance incentive and bonus.
VII. Report of Other Issues Concerned:
Information relevant to the proposals made by shareholders who hold over 1% of the total shares issued by the Company.
- Descriptions: As expressly provided for in Article 172-1 of the Company Act, shareholders who hold over 1% of the total shares issued by the Company may propose for the convening of a

regular shareholders’ meeting. The Company could have entertained such proposals posed by the shareholders from April 17, 2017 to April 26, 2017. During the aforementioned time frame, the Company did not receive any such proposal from any shareholder.

Issues to be Acknowledged

Issue 1: The Company’s 2016 Business Report and Financial Statements are herewith duly submitted for acknowledgment (Proposed by the Board of Directors).
Descriptions: The Company’s 2016 final account documents had been duly resolved by the 15th Board of Directors Meeting for Session 5 in 2017, subsequently duly audited by the Supervisors, and are hereby duly submitted for acknowledgment.
- (Please reference page 8 for Attachment 1 of this manual as well as pages 11~37 for Attachments 3 and 4.)
Decision resolved:
Issue 2: The Company’s 2016 Earnings Allocation is proposed for acknowledgment
Descriptions: 1. The Company’s 2016 final account documents had been duly resolved in the 15th Board of Directors Meeting for Session 5 in 2017, audit by the Supervisors has been completed, and are hereby duly submitted for acknowledgment.
1. It is proposed that NT$1.0 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 that can 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.
2. For more details, please refer to the Company’s Allocation of Earnings, 2016.
  - (Please refer to page 38, Attachment 5, of this manual.)

Decision resolved:

Issues to be Discussed

Issue 1: The amendment comparison text of the Company’s Procedures for Handling Acquisition and Disposal of Assets is attached at pages 39~46 as Attachment 6 of this manual and hereby submitted for resolution (Proposed by the Board of Directors).

Decision resolved:

Issue 2: The amendment comparison text of the Company’s Articles of Incorporation is attached at page 47 as Attachment 7 of this manual and hereby submitted for resolution (Proposed by the Board of Directors).
Decision resolved:

Extraordinary Motions

Adjournment of Meeting

Attachment 1

Business Report

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

The year 2016 is considered the year of surprises due to the Brexit referendum, Mr. Trump winning the election to becoming the President of the United States, Italy's referendum against constitutional reform, etc. Each of these events is a shocking bomb to the financial markets. Domestically, the one fixed day off and one flexible rest day as well as the pension reform controversy continued, the implementation of the land transaction and ownership taxes, the limited salary growth, and the deteriorating crossstrait trade relations, have all impacted the consumption momentum and the economic climate is still rock bottom.

In terms of real estate, 2016 statistics indicated that the number of housing sales transactions hit a record low. The housing market downturn is primarily caused by the tax reform. In addition, Taiwan is located at an earthquake zone and has frequent earthquakes.Tainan's earthquake during early 2016 has caused severe damages and elicited the people's yearning for “safe” living. Despite so, the Company still maintains the three commitment and one righteousness entrepreneurial spirit, and have always adhered to quality safety to build safer homes for consumers, continue to bid for projects, and strive to create smart and safe homes for the people. In addition, the various for-profit reinvestment businesses are stable and have continued to provide investment benefits.

The construction projects completed in current year include: Taichung Cloud Century Region A and Kaohsiung Prince Cloud Region D. In the entire year, the Company gained operating revenues in the amount of NT$6.004 billion, net profit amounted to NT$1.609 billion, consolidated revenues amounted to NT$12.06 billion, and consolidated net profits amounted to NT$1.599 billion.

II. Operating Plans of the Year Summary:

Looking ahead toward 2017, there are still surprises that we cannot ignore such as President Trump's new policies, the commencement of Brexit, and the French presidential election. Should the U.S. and European markets exhibit any changes, they are bound to impact Taiwan's role as the global value supply chain. Fortunately, the government is actively promoting the new southward policy and the “5+2” industry policies to deal with the rainy days ahead.

In terms of real estate, although the real estate market is in a price falling and volume shrinking state; the real estate anti-inflation hedging effect will gradually emerge as the government lifts the housing market regulation, the youth peace of mind policy is on the road, the special housing loan for young people is extended by two years, and not to mention that the need to own a home will always be there. If the Government adopts the “Self-use Light Tax” policy, the decline will gradually stabilize.

The construction sites anticipated by the Company to be completed by 2017 include: Taipei Prince Yuan-Ding, Yuan-Fu Phase-3, Taichung Prince Yu-Ding, and Kaohsiung Prince Cloud Region C town houses. In terms of reinvestment businesses, we will continue to improve the reinvestments in hotels, inns, and other ventures to create operational successes.

III. Prospective Development Strategies of the Company

The past performances and experiences are served as reference only, and we must look forward to the living trends of the future in order to provide better homes for the consumers. The smog problem has been severe recently, and the Company has conducted R&D on air quality detectors. We must use technologies to give us a clear grasp of the living qualities surrounding us and provide strict control for household safety, health, and comfort. We hope to incorporate culture, technology, and art to enhance the new Prince brand image.

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

Attachment 2

Prince Housing & Development Corporation Audit Committee Inspection Report

Submitted for Approval

The Board of Directors has formulated and submitted the 2016 Business Report, Financial Report, and Surplus Distribution Report; whereby the audit report based on the inspection of the financial statements has been completed and submitted by Accounts Jian-Zhi Wu and Yi-Zhang Lin of PwC Taiwan. Inspection for the Business Report, Financial Report, and Surplus Distribution Report mentioned above have been completed by this Audit Committee with no incongruity identified. A report is hereby submitted pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.

Respectfully yours,

Prince Housing & Development Corporation 2017 Regular Shareholders Meeting

Prince Housing & Development Corporation

Audit Committee Convener Qian Dai

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May 4, 2017

Attachment 3

Accountant Audit Report

(2017) Financial Report No. 16004043.

To: Prince Housing & Development Corporation:

Audit Opinion

The audit of the Consolidated Asset Balance Sheet for 2016 and dated December 31, 2015 as well as the Consolidated Comprehensive Income Statement, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, and Consolidated Financial Statements for 2016 and from January 1, 2015 to December 31 2015 (including the summary of major accounting policies) for Prince Housing & Development Corporation and its subsidiaries (hereafter “Prince Group”) has been completed by this accountant.

In the opinion of this accountant and in accordance with this accountant's inspection results as well as the inspection results from other accountants (please reference the Other Section), all major aspects of the aforesaid Consolidated Financial Statements are formulated in compliance of the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” as well as the guidelines, interpretation, and explanations announced by the International Financial Reporting Standards and the International Accounting Standards recognized by the Financial Supervisory Commission; and are sufficient to present the consolidated financial status of Prince Group for 2016 and December 31, 2015 as well as the Consolidated Financial Performance and Consolidated Cash Flow for 2016 and from January 1, 2015 to December 31, 2015.

Basis for the Audit Opinion

This accountant has implemented the audit operations pursuant to the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” as well as the generally accepted auditing standards of R.O.C. This Accountant will further explain the liabilities under these criteria in the “Responsibility section of the Accountant Consolidated Financial Statements Audit Report”. This accountant is an independent auditor of his accounting firm and is subject to the code of professional ethics of R.O.C. for accountants who have maintained detached and independent from Prince Group and fulfilled other responsibilities provided by the code. According to this accountant's inspection results as well as the inspection results from other accountants, this accountant believes that sufficient and appropriate audit evidence has been obtained to serve as the basis for expressing the opinion of this audit.

Key Audit Items

The key audit items refer to the most important audit matters for the 2016 Consolidated Financial Statements of Prince Group under the professional judgment of this accountant. Such items are expressed throughout the overall audit of the Consolidated Financial Statement and the process of formulating the audit opinion. This accountant does not express an independent opinions regarding these matters.

Real Estate Revenue Recognition Time Frame

Item Description

Please refer to Note 4 (30) of the Consolidated Financial Statements for the accounting policy on sales revenue, and refer to Note 6 (26) of the Consolidated Financial Statements for the accounting items. In 2016, the real estate sales revenues of Prince Group were NT$5,274,930,000; accounting for 43.74% of the consolidated operating revenue.

Real estate sales revenues of Prince Group were recognized during transaction completion and actual housing transfer as carry forward costs as well as gains and losses. Because the real estate sales subjects for Prince Group are scattered, the process for the various departments of the Group to transmit the housing transfer and escrow related information generally involves numerous people and often causes the revenue recognition time frame to become inappropriate when it gets closer to the end of the financial reporting period. Therefore, this accountant will treat the housing sales revenue recognition time frame as one of the key audit items this year.

Response Audit Procedures

This accountant has implemented the primary response procedures for the key audit items mentioned above as follows:

Understand and evaluate the internal control procedures adopted as the real estate sales revenue recognition by the management level and test whether the real estate sales revenue recognition time frame is effectively executed, including inspection of the correctness of the dates of the transfer, the escrow related files, and the account entry points.
This accountant has also conducted the real estate sales transaction execution cut-off test for a certain period before and after the end near the financial reporting period including verifying land transcripts, housing ownership and client's signature for housing transfer consent, and other relevant evidentiary documents to ensure that the real estate sales revenues have been recorded in the appropriate period.

－ Recognition of Construction Revenues Degree of Completion Assessment

Item Description

Please refer to Note 4 (13) and (30) of the Consolidated Financial Statements for the accounting policy related to the construction contracts and revenue recognition, and refer to Note 6 (26) of the Consolidated Financial Statements for the accounting items. In 2016, the real estate construction revenues of Prince Group were NT$2,781,948,000; accounting for 23.07% of the consolidated operating revenue.

Prince Group provides real estate construction related services and recognizes the construction revenue based on the degree of completion during the construction contract period. The degree of completion is calculated based on the ratio of the cost already incurred for each project contract as of the end of the financial reporting period against the estimated cost of the project contract. The aforementioned total cost is based on the construction budget schedule according to the owner's design blueprints taking into consideration the added or subtracted projects caused by changes in the scope of the construction as well as the costs for the subcontracts and material fees based on the market fluctuations.

Because the items that constitute the total costs mentioned above are complex and often involve subjective judgments, there is a high degree of uncertainty and the total cost estimation will affect the recognition of the degree of completion and the construction revenue. Therefore, this accountant will regard the degree of completion assessment adopted by Prince Group to recognize the construction revenues as one of this year's key audit items.

Response Audit Procedures

This accountant has implemented the primary response procedures for the key audit items mentioned above as follows:

Understand Prince Group's operation and industrial characteristics, assess the rationality of the international operation procedures adopted to estimate the total construction project costs, verify the owner's design drawings and calculation units as well as the procedure for material cost investments as part of the construction costs in order to evaluate the consistency of the estimation method.
Assess and test the internal control procedures that can affect the estimated total cost changes, including verification of the evidentiary documents on the increase or decrease of construction projects and larger-priced construction projects for the period.
Conduct field investigation with supervisors and other appropriate personnel for construction cases that are still being implemented at the end of the period.
Obtain the construction project profit and loss details for the relevant evidentiary verification procedures, including the sampling inspection of the costs that have already been incurred for

the current period with the appropriate evidence, sampling inspection of the evidentiary documents for the added or subtracted construction projects, and new sampling inspection for the calculation of the construction completion ratio.

Other Matters–Mentioned in Audits by other Accountants

Some of the investments that adopt the equity method by Prince Group's subsidiaries included in the consolidated financial statements have not been audited by this accountant and were inspected by other accountants. Therefore, the opinions issued by this accountant regarding to the amounts listed in such company financial reports from the Consolidated Financial Statements mentioned above are based on the audit report from other accountants. The assets (including investment using the equity method) for 2016 and December 31, 2015 mentioned above were NT$1,497,276,000 and NT$1,843,945,000; which accounted for 2.92% and 3.38% of the total assets, respectively. The net operating incomes for 2016 and from January 1, 2015 to December 31, 2015 were NT$599,445,000 and NT$534,463,000; which accounted for 4.97% and 3.32% of the consolidated net operating income, respectively. The consolidated gains and losses recognized from the investments using the equity method for 2016 and from January 1, 2015 to December 31, 2015 mentioned above were NT$44,904,000 and NT$(71,792,000); which accounted for 3.62% and (3.28%) of the total consolidated gains and losses, respectively.

Other Matters–Individual Financial Report

Prince Housing & Development Corporation had already formulated the Independent Financial Statements for 2016 and 2015, and the unqualified audit reports issued by this accountant regarding the Statements are attached herein for reference.

The Responsibilities of the Management Level and Governance Units for the Consolidated Financial Statements

The responsibilities of the management level is to comply with the “Regulations Governing the Preparation of the Financial Reports by Securities Issuers” as well as the guidelines, interpretation, and explanations announced by the International Financial Reporting Standards and International Accounting Standards recognized as effective by the Financial Supervisory Commission during the preparation of the Consolidated Financial Statements; maintain the necessary internal control mechanism related to the formulation of the Consolidated Financial Statements; and ensure that the Consolidated Financial Statements do not contain significant false statements that can lead to fraud or error.

The responsibilities of the management level during the formulation of the Consolidated Financial Statements include evaluating Prince Group's ability to continue its operations, disclosure of the relevant matters, and adopt the accounting basis for continual operation unless the management level intends to liquidate Prince Group, stop its operations, or there is no other option except to liquidate Prince Group or stop its operations.

The Governance Units (including the Audit Committee) of Prince Group have the responsibility to supervise the financial reporting process.

Accountant's Responsibilities during the Audit of the Consolidated Financial Statements

The purpose of the Consolidated Financial Statements audit by this accountant is to determine whether it is reasonable to believe that there is any significant false presentation, fraud, or error as a whole and issue an audit report. Reasonable reliability means a high degree of reliability except forsignificant false representations in the Consolidated Financial Statements whereby detection cannot be guaranteed based on the auditing efforts under the generally accepted auditing standards of R.O.C. False representations may lead to fraud or error. The false representation is considered as significant if its individual or total amounts can reasonably be expected to affect the economic decisions made by the users of the Consolidated Financial Statements.

This accountant shall also use professional judgment and maintain professional suspicion when conducting the audit under the generally accepted auditing standards of R.O.C. This accountant shall perform the following tasks:

Identify the risks of significant false representations that may lead to fraud or error for the Consolidated Financial Statements; design and implement appropriate countermeasures for the risks found; and acquire sufficient and appropriate audit evidence as the basis for the audit opinion. Because fraud may involve conspiracy, forgery, deliberate omission, false statement, or internal control sidestepping; the risks of not detecting significant misrepresentations leading to fraud is higher than the risks of attributing the misrepresentations to the wrong people.
The accountant must acquire the necessary understanding of the organization's internal control unit being audited in order to design the appropriate audit procedure under the circumstances. The objective is not to express an opinion on the effectiveness of the internal control unit for the Prince Group.
Evaluate the appropriateness of the accounting policies adopted by the management level and the rationality of its accounting estimates as well as the relevant disclosures.
Make a conclusion regarding to the appropriateness for the management level to continue to adopt the existing accounting basis and determine whether there is any significant doubts or major uncertainties regarding to Prince Group's ability to continue its operations. If this accountant believes that such circumstances or conditions contain significant uncertainties, the accountant shall remind the users of the Consolidated Financial Statements be cautious of the relevant disclosures of the Consolidated Financial Statements in the audit report or revise the audit opinion of such disclosure is inappropriate. The conclusion of this accountant shall

be based on the audit evidence acquired as of the date of this audit report. However, future events or circumstances may lead the Prince Group to no longer have the ability to continue to operate.

Evaluate the overall representation, structure, and content of the Consolidated Financial Statements (including the relevant notes) and determine whether the Consolidated Financial Statements have sufficiently expressed the relevant transactions and events.
Acquire sufficient and appropriate audit evidence for the financial information of individuals formed within the Prince Group and issue an opinion regarding to the Consolidated Financial Statements. This accountant is responsible for the guidance, supervision, and enforcement of the Prince Group audit case and forming an audit opinion of Prince Group.

The communication items between this accountant and the governance unit include the scope and time frame of the audit scheduled as well as any major audit findings (including significant internal control negligences identified during the auditing process).

This accountant has provided the statement of independence to the governance unit regarding how the accountants of this accounting firm who are subject to independence detachment have complied with the accountant's professional code of ethics of R.O.C. and communicated with the governing unit regarding to issues that may be considered as having the ability to influence the independence of accountants and other matters (including the relevant protective measures).

This accountant has decided the key audit items for the 2016 Consolidated Financial Statements of Prince Group based on the items communicated with the governance unit. This accountant has described such items in the audit report. Unless the law has banned the disclosure of specific items or under rare circumstances, this accountant has decided not to communicate the specific items in the audit report. Therefore, it is reasonable to expect the negative impact created from this communication to be greater than the enhancement of the public's interests.

PwC Taiwan

Jian-Zhi Wu

Accountant

Yi-Zhang Lin

Financial Supervisory Commission Approval No.: JGZSZ1030027246. Formerly the Treasury Securities Regulatory Commission Approval File No.: (1990)TCZ(1)37504

March 22, 2017

Prince Housing & Development Corporation and its Subsidiaries Consolidated Asset Balance Sheet

2016 and December 31, 2015

Unit: NT$1,000

Asset	December 31, 2016 Amount % $ 4,648,915 9 664,151 1 102,339 － 822,457 2 22,660 － 1,058,750 2 21,466 － 22,270,854 44 222,435 － 925,921 2 299,327 1 31,059,275 61 78,253 － 1,212,673 2 877,800 2 2,029,496 4 6,513,554 13 5,957,293 12 2,240,916 4 104,535 － 567,979 1 564,213 1 78,857 － 20,225,569 39 $ 51,284,844 100	December 31, 2015	December 31, 2015
	Amount $ 4,648,915 664,151 102,339 822,457 22,660 1,058,750 21,466 22,270,854 222,435 925,921 299,327 31,059,275 78,253 1,212,673 877,800 2,029,496 6,513,554 5,957,293 2,240,916 104,535 567,979 564,213 78,857 20,225,569 $ 51,284,844	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	%
Current Assets 1100 Cash and Cash Equivalents 1110 Financial Asset at Fair Value based on Profit and Loss－ Current 1150 Bills Receivable Net Amount 1170 Accounts Receivable Net Amount 1180 Receivable Accounts－ Stakeholders Net Amount 1190 Receivable Construction Contract Fund 1200 Other Receivable Funds 130X Inventory 1410 Prepayments 1476 Other Financial Assets－Current 1479 Other Current Assets－Other 11XX Total Current Assets Noncurrent Assets 1510 Financial Asset at Fair Value based on Profit and Loss－ Noncurrent 1523 Financial Assets Ready for Sale－ Noncurrent 1543 Monetary Assets Measured by Cost－Noncurrent 1550 Investment using the Equity Method 1600 Real Estate, Factory, and Equipment 1760 Investment Type Real Estate Net Amount 1780 Intangible Assets 1840 Deferred Tax Assets 1920 Security Fund Withdraw 1980 Other Financial Assets－ Noncurrent 1990 Other Noncurrent Assets－Other 15XX Total Noncurrent Assets 1XXX Total Assets			7 1 － 3 1 2 － 41 － 4 1
			60
			－ 3 2 4 13 11 4 － 1 2 －
			40
			100

(Continued Next Page)

Prince Housing & Development Corporation and its Subsidiaries Consolidated Asset Balance Sheet

2016 and December 31, 2015

Unit: NT$1,000

Liabilities and Equity	December 31,2016 December 31,2015 Note Amount % Amount % 6 (14) & 8 $ 2,275,659 5 $ 2,626,373 5 6 (15) & 8 489,694 1 1,059,811 2 57,872 － 26,699 － 2,961,923 6 4,198,917 8 6 (5) 223,082 － 505,437 1 1,155,972 2 1,357,629 3 7 701,520 1 169,005 － 185,206 － 96,030 － 6 (16) 1,387,455 3 1,875,462 3 6 (17) (18) & 8 3,322,904 7 474,592 1 50,716 － 20,647 － 12,812,003 25 12,410,602 23 6 (17) 2,500,000 5 4,500,000 8 6 (18) & 8 9,797,068 19 10,019,911 19 6 (19) 75,207 － 84,517 － 6 (31) 345,839 1 416,005 1 7 711,106 2 1,385,984 3 6 (20) 91,109 － 141,075 － 135,350 － 135,719 － 6 (10) 189,869 － 207,527 － 13,845,548 27 16,890,738 31 26,657,551 52 29,301,340 54 6 (21) 16,233,261 31 16,233,261 30 6 (22) 2,260,513 5 2,260,513 4 6 (23) (31) 1,644,576 3 1,420,796 3 3,101,014 6 3,508,400 6 6 (24) 1,058,270 2 1,409,109 2 6 (21) ( 1,003) － ( 1,003) － 24,296,631 47 24,831,076 45 330,662 1 343,495 1 24,627,293 48 25,174,571 46 9 $ 51,284,844 100 $ 54,475,911 100	December 31,2015	December 31,2015
			%
Current Liabilities 2100 Short-term Borrowings 2110 Payable Short-term Bills 2150 Bills Payable 2170 Accounts Payable 2190 Payable Construction Contract Fund 2200 Other Payable Funds 2220 Other Payable Funds－ Stakeholders 2230 Current Income Tax Liabilities 2310 Advance Payment 2320 Long-term liabilities due within one (1) year or one business cycle 2399 Other Current Liabilities－Other 21XX Total Current Liabilities Noncurrent Liabilities 2530 Corporate Bonds 2540 Long-term Loans 2550 Debt Preparation－Noncurrent 2570 Deferred Income Tax Liabilities 2610 Long-term Payable Bills and Funds 2640 Confirmed Net Welfare Liabilities －Noncurrent 2645 Security Fund Deposit 2670 Other Noncurrent Liabilities－ Other 25XX Total Noncurrent Liabilities 2XXX Total Liabilities Interests Belonging to the Owners of the Parent Company Capital Shares 3110 Ordinary Share Capital Capital Reserve 3200 Capital Reserve Retained Earnings 3310 Statutory Surplus Reserve 3350 Undistributed Surplus Other Interests 3400 Other Interests 3500 Treasury Stock 31XX Total Interests Belonging to the Owners of the Parent Company 31XX Non-controlling Interests 3XXX Total Interests Significant, Liable, and Unidentified Contract Commitments 3X2X Total Liabilities and Equity			5 2 － 8 1 3 －－ 3 1 －
			23
			8 19 － 1 3 －－－
			31
			54
			30 4 3 6 2 －
			45 1
			46
			100

Please refer to the accompanying notes of the Consolidated Financial Statements and the audit report file by Accounts Jian-Zhi Wu and YiZhang Lin of PwC Taiwan on March 22, 2017.

Executive Manager: Hsieh, Ming-Fan

Chairman: Cheng, Kao-Hui

Head Accountant: Tai, Ta-Chang

Prince Housing & Development Corporation and its Subsidiaries Consolidated Comprehensive Income Statement 2016 and from January 1, 2015 to December 31, 2015

Unit: NT$1,000 (Earnings Per Share is in NT$1.0)

Item	2016 2015 Note Amount % Amount % 6 (26) & 7 $ 12,060,302 100 $ 16,108,506 100 6 (6) (30) ( 8,124,458)( 67) ( 10,933,346)( 68) 3,935,844 33 5,175,160 32 6 (30) & 7 ( 466,748 ) ( 4) ( 669,420) ( 4) ( 1,955,363)( 16) ( 2,054,341)( 13) ( 2,422,111)( 20) ( 2,723,761)( 17) 1,513,733 13 2,451,399 15 6 (27) 301,136 2 336,933 2 6 (2) (28) 214,776 2 56,884 1 6 (6) (29) ( 243,079 ) ( 2) ( 335,166) ( 2) 6 (10) 119,118 1 11,610 － 391,951 3 70,261 1 1,905,684 16 2,521,660 16 6(31) ( 306,469)( 3) ( 288,092)( 2) $ 1,599,215 13 $ 2,233,568 14
4000 Operating Income 5000 Operating Costs 5900 Operating Margin Operating Expenses 6100 Marketing Expenses 6200 Management Expenses 6000 Total Operating Expenses 6900 Operating Interest Non-operating Income and Expenditure 7010 Other Incomes 7020 Other Benefits and Losses 7050 Financial Costs 7060 Parts of Profits or Losses from the Affiliated Enterprises and Joint Venture Recognized via the Equity Method 7000 Total Non-operating Income and Expenditure 7900 Pre-tax Net Profit 7950 Income Tax Expense 8200 Net Profit for the Period

Item

2016
2015
Note
Amount
%
Amount
%
6 (26) & 7
$ 12,060,302
100
$ 16,108,506
100
6 (6) (30)
(
8,124,458)(
67) (
10,933,346)(
68)
3,935,844
33
5,175,160
32
6 (30) & 7
(
466,748 ) (
4) (
669,420) (
4)
(
1,955,363)(
16) (
2,054,341)(
13)
(
2,422,111)(
20) (
2,723,761)(
17)
1,513,733
13
2,451,399
15
6 (27)
301,136
2
336,933
2
6 (2) (28)
214,776
2
56,884
1
6 (6) (29)
(
243,079 ) (
2) (
335,166) (
2)
6 (10)
119,118
1
11,610
－
391,951
3
70,261
1
1,905,684
16
2,521,660
16
6(31)
(
306,469)(
3) (
288,092)(
2)
$ 1,599,215
13
$ 2,233,568
14

4000
Operating Income
5000
Operating Costs
5900
Operating Margin
Operating Expenses
6100
Marketing Expenses
6200
Management Expenses
6000
Total Operating Expenses
6900
Operating Interest
Non-operating Income and
Expenditure
7010
Other Incomes
7020
Other Benefits and Losses
7050
Financial Costs
7060
Parts of Profits or Losses from
the Affiliated Enterprises and
Joint Venture Recognized via
the Equity Method
7000
Total Non-operating
Income and Expenditure
7900
Pre-tax Net Profit
7950
Income Tax Expense
8200
Net Profit for the Period

(Continued Next Page)

Prince Housing & Development Corporation and its Subsidiaries Consolidated Comprehensive Income Statement 2016 and from January 1, 2015 to December 31, 2015

Unit: NT$1,000 (Earnings Per Share is in NT$1.0)

Item	2015
		%
Other Comprehensive Profits or Losses Items Not Reclassified as Profits or Losses 8311 Re-measurement Number of the Confirmed Welfare Plan 8320 Parts of Profits or Losses from the Affiliated Enterprises and Joint Venture Recognized via the Equity Method－Items Not Reclassified as a Profits or Losses 8349 Income Tax Related to Items that may be Reclassified 8310 Total Amount for Items Not Reclassified as Profits or Losses Items that may Subsequently be Reclassified as Profits or Losses: 8361 Exchange Differences based on Financial Statements Calculated by Foreign Operators 8362 Unrealized Profits or Losses of the Financial Assets Prepared to be Sold 8360 Total Amount for Items that may Subsequently be Reclassified as Profits or Losses 8300 Other Comprehensive Profits or Losses (Net Amount) 8500 Total Consolidated Profits or Losses for the Current Period Net profits (losses) attributable to: 8610 Parent Company Owners 8620 Non-controlling Interests Total consolidated gains and losses attributable to: 8710 Parent Company Owners 8720 Non-controlling Interests Earnings Per Share 9750 Basic 9850 Diluted		－－－
		－
		－－
		－
		－
		14
		14 －
		14
		14 －
		14
		1.38
	$	1.36

Please refer to the accompanying notes of the Consolidated Financial Statements and the audit report file by Accounts Jian-Zhi Wu and Yi-Zhang Lin of PwC Taiwan on March 22, 2017.

Executive Manager: Hsieh, Ming-Fan

Chairman: Cheng, Kao-Hui

Head Accountant: Tai, Ta-Chang

Prince Housing & Development Corporation and its Subsidiaries Consolidated Statement of Changes in Equity 2016 and from January 1, 2015 to December 31, 2015

Unit: NT$1,000

Note			Interests	Belongingto the Ow	Belongingto the Ow	ers of the Parent Company	ers of the Parent Company	ers of the Parent Company			Non- controlling Interests	Total Amount of Equity
	Ordinary Share Capital	Capital Reserve	Retained	Earnings		Other I	nte	rests	Treasury Stock	Total
			Statutory Surplus Reserve Surplus		Undistributed Surplus	Foreign Operating Organizations Exchange Differences Calculated based on Financial Statements		Prepared Sales Funds Unrealized Financial Assets Current Profits or Losses
6 (23) 6 (32) 6 (8) (20) (24) 6 (21) (22) 6 (23) 6 (32) 6 (8) (20) (24)	$ 16,623,418 - - - - ( 390,157 ) - $16,233,261 $ 16,233,261 - - - - - $16,233,261	$ 1,929,793 - - - - 330,720 - $ 2,260,513 $ 2,260,513 - - - - - $ 2,260,513	$ 1,180,924 239,872 - - - - - $ 1,420,796 $ 1,420,796 223,780 - - - - $ 1,644,576		$ 2,854,738 ( 239,872 ) ( 1,329,873 ) 2,237,800 ( 14,393 ) - - $ 3,508,400 $ 3,508,400 ( 223,780 ) ( 1,785,659 ) 1,609,189 ( 7,136 ) - $ 3,101,014	$ 1,690 - - - 16 - - $ 1,706 $ 1,706 - - - ( 1,754 ) - ($ 48 )		$ 1,434,529 - - - ( 27,126 ) - - $ 1,407,403 $ 1,407,403 - - - ( 349,085 ) - $ 1,058,318	($ 60,440 ) - - - - 59,437 - ($ 1,003 ) ($ 1,003 ) - - - - - ($ 1,003 )	$ 23,964,652 - ( 1,329,873 ) 2,237,800 ( 41,503 ) - - $24,831,076 $ 24,831,076 - ( 1,785,659 ) 1,609,189 ( 357,975 ) - $24,296,631	$ 346,292 - - ( 4,232 ) - - 1,435 $ 343,495 $ 343,495 - - ( 9,974 ) - ( 2,859 ) $ 330,662	$ 24,310,944 - ( 1,329,873 ) 2,233,568 ( 41,503 ) - 1,435 $ 25,174,571 $ 25,174,571 - ( 1,785,659 ) 1,599,215 ( 357,975 ) ( 2,859 ) $ 24,627,293

Please refer to the accompanying notes of the Consolidated Financial Statements and the audit report file by Accounts Jian-Zhi Wu and Yi-Zhang Lin of PwC Taiwan on March 22, 2017.

Chairman: Cheng, Kao-Hui

Executive Manager: Hsieh, Ming-Fan

Head Accountant: Tai, Ta-Chang

Prince Housing & Development Corporation and its Subsidiaries Consolidated Cash Flow Statement 2016 and from January 1, 2015 to December 31, 2015

Unit: NT$1,000

Cash Flow from Operating Activities
Pre-tax Net Profit for this Period
Adjusted Items
Revenue Expense Items
Net Loss of Financial Assets (Interests) Measured
by Financial Asset at Fair Value

Bad Debt Costs Transfered into Income

Bad Debt Costs Listed

Written-off of Unrecoverable Funds

Parts of Profits from the Affiliated Enterprises and
Joint Venture Recognized via the Equity Method

Losses from Disposition or Scrapping of Real
Estate, Factory, or Equipment
Losses from Disposal of Investment Type Real
Estate (Interests)
Real Estate, Factory, and Equipment Transfer Cost
Amount
Depreciation Expenses

Amortization Expenses

Interest Expenses

Interest Income

Dividend Income

Unrealized Foreign Exchange Losses (Interest)
Changes in Assets/Liabilities Related to Business
Activities
Changes in Net Asset Related to Business Activities
Financial Asset at Fair Value based on Profit and
Loss－Current
Bills Receivable
Accounts Receivable
Receivable Accounts－Stakeholders
Receivable Construction Contract Fund
Other Receivable Funds
Inventory
Prepayments
Other Current Assets－Other
Other Noncurrent Assets－Other
Changes in Net Liabilities Related to Business
Activities
Bills Payable
Accounts Payable
Payable Construction Contract Fund
Other Payable Funds
Other Payable Funds－Stakeholders
Advance Payment
Other Current Liabilities－Other
Debt Preparation－Noncurrent
Long-term Payable Bills and Funds
Confirmed Net Welfare Liabilities－Noncurrent
Other Noncurrent Liabilities－Other
Cash Inflows Generated from Operations
Interests Received
Dividends Received
Interests Paid
Income Tax Paid
Net Cash Inflow from Operating Activities Note
2016
2015
$ 1,905,684 $ 2,521,660
6 (2) (28)
15,349 (
79,305 )
6(3)
－(
196 )
6(4)
194
230
6 (3) (4)
(
344 ) (
3,171 )
6 (10)
(
119,118 ) (
11,610 )
2,438
2,833
(
909 )
4,278
323
－
6 (30)
373,196
357,071
6 (13) (30)
62,123
61,844
6 (29)
241,879
333,965
6 (27)
(
10,033 ) (
8,896 )
6 (27)
(
118,461 ) (
169,518 )
7,185 (
14,676 )

(
200,000 ) (
162,335 )
33,235
13,378
1,038,969
3,496,680
405,986
11,783
289,208 (
392,068 )
47,844
214,741
(
60,964 ) (
1,346,494 )
88,216
119,206
42,545
179,932
1,357
3,263
31,173
4,672
(
1,236,994 ) (
63,401 )
(
282,355 )
154,478
(
194,117 )
260,236
(
86,365 ) (
24,996 )
(
488,007 ) (
1,161,673 )
30,069 (
92,660 )
(
9,310 )
2,797
(
10,907 ) (
9,928 )
(
57,518 ) (
2,709 )
(
17,986 ) (
95 )
1,723,585
4,199,316
10,033
9,989
356,881
210,558
(
249,419 ) (
331,385 )
(
285,535 ) (
395,077 )
1,555,545
3,693,401

(Continued Next Page)

Prince Housing & Development Corporation and its Subsidiaries Consolidated Cash Flow Statement 2016 and from January 1, 2015 to December 31, 2015

Unit: NT$1,000

Cash Flows from Investment Activities
Other Financial Assets－Current Reduction
Financial Assets Ready for Sale－Noncurrent Capital
Reduction Fund Return
Financial Assets Ready for Sale－Noncurrent Reduction
Financial Assets Reduction Return Funds Measured by
Cost
Investment Reduction Returned Funds using the Equity
Method
Real Estate, Factory, and Equipment Obtained

Disposition Price of Real Estate, Factory, and Equipment
Investment Type Real Estate Net Amount Obtained

Disposal of Investment Type Real Estate Prices
Increase of Intangible Assets

Security Fund Withdraw Reduction (Increase)
Other Financial Assets－Noncurrent Reduction
Net Cash Inflow from Investment Activities
Cash Flows from Fund Raising Activities
Decrease of Short-term Borrowings
Decrease of Payable Short-term Bills
Long-term Loan Repayment
Long-term Loan Borrowing
Reduction of Long-term Payable Bills and Funds
Security Fund Deposit Decrease
Issuance of Cash Dividends

Non-controlling Interest Changes
Net Cash Outflow from Fund Raising
Activities
Consolidated Exchange Rate Impacts
Amounts of Cash and Cash Equivalents Increased for this
Period
Cash and Cash Equivalent Balance at the Beginning of the
Period
Cash and Cash Equivalent Balance at the End of the Period Note
2016
2015
$ 1,047,784 $ 799,254
1,577
－

1,607
31,473
9,729
－
90,022
56,808
6 (11)
(
61,479 ) (
58,695 )

789
64
6 (12)
－(
1,084 )
1,554
4,518
6(13)
(
516 ) (
1,372 )
59,605 (
90,207 )
273,817
73,958
1,424,489
814,717
(
350,714 ) (
679,211 )
(
570,117 ) (
1,043,456 )
(
10,875,088 ) (
4,959,670 )
11,500,557
5,194,003
(
45,091 ) (
61,339 )
(
369 ) (
828 )
6 (23)
(
1,785,659 ) (
1,329,873 )
(
2,859)
1,435
(
2,129,340 ) (
2,878,939)
(
2,530 )
5,766
848,164
1,634,945
3,800,751
2,165,806

$ 4,648,915$ 3,800,751

Please refer to the accompanying notes of the Consolidated Financial Statements and the audit report file by Accounts Jian-Zhi Wu and Yi-Zhang Lin of PwC Taiwan on March 22, 2017.

Chairman: Cheng, Kao-Hui

Executive Manager: Hsieh, Ming-Fan Head Accountant: Tai, Ta-Chang

Attachment 4

Accountant Audit Report

(2017) Financial Report No. 16002729

To: Prince Housing & Development Corporation:

Audit Opinion

The audit of the Individual Balance Sheets for 2016 and dated December 31, 2015 as well as the Individual Income Statements, Individual Equity Change Tables, Individual Cash Flow Statements, and Individual Financial Statements for 2016 and from January 1, 2015 to December 31, 2015 (including the summary of major accounting policies) for Prince Housing & Development Corporation (Prince Co.) has been completed by this accountant.

In the opinion of this accountant and in accordance with this accountant's inspection results as well as the inspection results from other accountants (please reference the Other Section), all major aspects of the aforesaid Individual Financial Statements are formulated in compliance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and are sufficient to present the individual financial status of Prince Co. for 2016 and December 31, 2015 as well as the Individual Financial Performance and Individual Cash Flow for 2016 and from January 1, 2015 to December 31, 2015.

Basis for the Audit Opinion

This accountant has implemented the audit operations pursuant to the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” as well as the generally accepted auditing standards of R.O.C. This accountant has further explained the liabilities of accounting under these criteria in the “Responsibility sections of the Individual Financial Statements Audit Report” issued by the accountant. This accountant is an independent auditor of this accounting firm, and is subject to the code of professional ethics of R.O.C. for accountants who have maintained detached and independent from Prince Co. and fulfilled other responsibilities provided by the code. According to this accountant's inspection results as well as the inspection results from other accountants, this accountant believes that sufficient and appropriate audit evidence has been obtained to serve as the basis for expressing the opinion of this audit.

Key Audit Items

The key audit items refer to the most important audit matters for the 2016 Individual Financial Statements of Prince Co. under the professional judgment of this accountant. Such items are expressed throughout the overall audit of the Individual Financial Statements and the process of formulating the audit opinion. This accountant does not express an independent opinion regarding these matters.

Real Estate Revenue Recognition Time Frame

Item Description

Please refer to Note 4 (29) of the Individual Financial Statements for the accounting policy on sales revenue, and refer to Note 6 (25) of the Individual Financial Statements for the accounting items. In 2016, the real estate sales revenues of Prince Co. were NT$5,274,930,000; accounting for 87.85% of the operating income.

Real estate sales revenues of Prince Co. were recognized during transaction completion and actual housing transfer as carry forward costs as well as gains and losses. Because the real estate sales subjects for Prince Co. are scattered, the process for the various departments of the Company to transmit the housing transfer and escrow related information generally involves numerous people and often cause the income recognition time frame to become inappropriate when it is close to the end of the financial reporting period. Therefore, this accountant will treat the housing sales revenue recognition time frame as one of the key audit items this year.

Response Audit Procedures

This accountant has implemented the primary response procedures for the key audit items mentioned above as follows:

Understand and evaluate the internal control procedures adopted the real estate sales revenue recognition by the management level and test whether the real estate sales revenue recognition time frame is effectively executed, including inspecting the correctness of the dates of the transfer and escrow related files and the account entry point.
This accountant has also conducted the real estate sales transaction execution cut-off test for a certain period before and after the end near the financial reporting period including verifying land transcripts, housing ownership and client's signature for housing transfer consent, and other relevant evidentiary documents to ensure that the real estate sales revenues have been recorded in the appropriate period.

`－` Investment Using the Equity Method Construction Revenue Recognized from the Subsidiary Ta Chen Construction & Engineering Corp. of the `－` Subsidiary Chengshi Investment Holdings Co., Ltd. Evaluation on the Degree of Completion

Item Description

Please refer to Note 4 (13) of the Individual Financial Statements for the accounting policy related to the investments adopted using the equity method, and refer to Note 6 (9) of the Individual Financial Statements for the accounting items.

Ta Chen Construction & Engineering Corp. is a key subsidiary of Prince Co. owned by

Prince Co.'s subsidiary Chengshi Investment Holdings Co., Ltd. because the financial performance of Prince Co. has a significant impact on the financial report of Ta Chen Construction & Engineering Corp.

The subsidiary Ta Chen Construction & Engineering Corp. provides real estate construction related services and recognizes the construction revenue based on the degree of completion during the construction contract period. The degree of completion is calculated based on the ratio of the cost already incurred for each project contract as of the end of the financial reporting period against the estimated cost of the project contract. The aforementioned total cost is based on the construction budget schedule according to the owner's design blueprints taking into consideration the added or subtracted projects caused by changes in the scope of the construction as well as the costs for the subcontracts and material fees based on market fluctuations.

Because the items that constitute the total costs mentioned above are complex and often involve subjective judgments, there is a high degree of uncertainty and the total cost estimation will affect the recognition of the degree of completion and the construction revenue. Therefore, this accountant will regard the subsidiary Ta Chen Construction & Engineering Corp.'s key － audit matter the degree of completion assessment adopted to recognize the construction revenues － as one of this year's key audit items.

Response Audit Procedures

This accountant has implemented the primary response procedures for the key audit items mentioned above as follows:

To understand Ta Chen Construction & Engineering Corp.'s operation and industrial characteristics, assess the rationality of the international operation procedures adopted to estimate the total construction project costs, verify the owner's design drawings and calculation units as well as the procedure for material cost investments as part of the construction costs in order to evaluate the consistency of the estimation method.
Assess and test the internal control procedures that can affect Ta Chen Construction & Engineering Corp.'s estimated total cost changes, include verification of the evidentiary documents on the increase or decrease of construction projects and major price construction projects for the period.
Conduct field investigation with Ta Chen Construction & Engineering Corp.'s supervisors and other appropriate personnel for construction cases that are still being implemented at the end of the period.
Obtain Ta Chen Construction & Engineering Corp.'s construction project profit and loss details for the relevant evidentiary verification procedures, including the sampling inspection of the costs that have already been incurred for the current period with the

appropriate evidence, sampling inspection of the evidentiary documents for the added or subtracted construction projects, and new sampling inspection for the calculation of the construction completion ratio.

Other Matters–Mentioned in Audits by other Accountants

Some of the investments that adopt the equity method by Prince Co. included in the consolidated financial statements have not been audited by this accountant and were inspected by other accountants. Therefore, the opinions issued by this accountant regarding to the amounts listed in such company financial reports from the Individual Financial Statements mentioned above are based on the audit report from other accountants. The assets (including investment using equity method) of the aforementioned company for 2016 and December 31, 2015 mentioned above were NT$897,432,000 and NT$979,024,000; which accounted for 2.06% and 2.14% of the total assets, respectively. The net operating incomes for 2016 and from January 1, 2015 to December 31, 2015 of the aforementioned company were NT$82,591,000 and NT$(10,924,000); which accounted for 6.60% and (0.50%) of the consolidated net operating income, respectively.

The Responsibilities of the Management Level and Governance Units for the Individual Financial Statements

The responsibilities of the management level is to comply with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” during the preparation of the Individual Financial Statements; maintain the necessary internal control mechanism related to the formulation of the Individual Financial Statements; and insure that the Individual Financial Statements do not contain significant false statements that can lead to fraud or error.

The responsibilities of the management level during the formulation of the Individual Financial Statements include evaluating Prince Co.'s ability to continue its operations, disclosure of the relevant matters, and adopt the accounting basis for continual operation unless the management level intends to liquidate Prince Co., stop its operations, or there is no other option except to liquidate Ta Chen Construction & Engineering Corp. or stop its operations.

The Governance Units (including the Audit Committee) of Prince Co. have the responsibility to supervise the financial reporting process.

Accountant's Responsibilities during the Audit of Individual Financial Statements

The purpose of the Individual Financial Statements audit by this accountant is to determine whether it is reasonable to believe that there is any significant false presentation, fraud, or error as a whole and issue the audit report. Reasonable reliability means a high degree of reliability except for significant false representations in the Individual Financial Statements whereby

detection cannot be guaranteed based on the auditing efforts under the generally accepted auditing standards of R.O.C. False representations may lead to fraud or error. The false representation is considered as significant if its individual or total amounts can reasonably be expected to affect the economic decisions made by the users of the Individual Financial Statements.

Identify the risks of significant false representations that may lead to fraud or error for the Individual Financial Statements; design and implement appropriate countermeasures for the risks found; and acquire sufficient and appropriate audit evidence as the basis for the audit opinion. Because fraud may involve conspiracy, forgery, deliberate omission, false statement, or internal control sidestepping; the risks of not detecting significant misrepresentations leading to fraud is higher than the risks of attributing the misrepresentations to the wrong people.
The accountant must acquire the necessary understanding of the organization's internal control unit being audited in order to design the appropriate audit procedure under the circumstances. The objective is not to express an opinion on the effectiveness of the internal control unit for Prince Co.
Evaluate the appropriateness of the accounting policies adopted by the management level and the rationality of its accounting estimates as well as the relevant disclosures.
Make a conclusion regarding to the appropriateness for the management level to continue to adopt the existing accounting basis and determine whether there is any significant doubts or major uncertainties regarding to Prince Co.'s ability to continue its operations. If this accountant believes that such circumstances or conditions contain significant uncertainties, the accountant shall remind the users of the Individual Financial Statements be cautious of the relevant disclosures of the Individual Financial Statements in the audit report or revise the audit opinion of such disclosure is inappropriate. The conclusion of this accountant shall be based on the audit evidence acquired as of the date of this audit report. However, future events or circumstances may lead Prince Co. to no longer have the ability to continue to operate.
Evaluate the overall representation, structure, and content of the Individual Financial Statements (including the relevant notes) and determine whether the Individual Financial Statements have sufficiently expressed the relevant transactions and events.
Acquire sufficient and appropriate audit evidence for the financial information of the individuals formed within Prince Co. and issue an opinion regarding to the Individual

Financial Statements. This accountant is responsible for the guidance, supervision, and enforcement of the individual audit case and forming an audit opinion for the individual audit report.

This accountant has decided the key audit items for the 2016 Individual Financial Statements of Prince Co. based on the items communicated with the governance unit. This accountant has described such items in the audit report. Unless the law has banned the disclosure of specific items or under rare circumstances, this accountant has decided not to communicate the specific items in the audit report. Therefore, it is reasonable to expect the negative impact created from this communication to be greater than the enhancement of the public's interests.

PwC Taiwan

Jian-Zhi Wu

Accountant Yi-Zhang Lin

Financial Supervisory Commission Approval No.: JGZSZ1030027246 Formerly the Treasury Securities Regulatory Commission Approval File No.: (1990)TCZ(1)37504

March 22, 2017

Prince Housing & Development Corporation Individual Asset Balance Sheet 2016 and December 31, 2015

Unit: NT$1,000

Asset	December 31,2016 Amount % $ 2,856,845 7 300,000 1 88,801 － 86,249 － 1,750 － 2,814 － 21,378,653 49 164,216 － 588,572 1 246,014 1 25,713,914 59 78,253 － 1,182,023 3 877,800 2 5,373,556 12 572,089 1 5,970,428 14 2,239,187 5 431,932 1 444,629 1 636,640 2 17,806,537 41 $ 43,520,451 100	December 31,2015	December 31,2015
	Amount $ 2,856,845 300,000 88,801 86,249 1,750 2,814 21,378,653 164,216 588,572 246,014 25,713,914 78,253 1,182,023 877,800 5,373,556 572,089 5,970,428 2,239,187 431,932 444,629 636,640 17,806,537 $ 43,520,451	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	%
Current Assets 1100 Cash and Cash Equivalents 1110 Financial Asset at Fair Value based on Profit and Loss－ Current 1150 Bills Receivable Net Amount 1170 Accounts Receivable Net Amount 1200 Other Receivable Funds 1210 Other Receivables- Stakeholders 130X Inventory 1410 Prepayments 1476 Other Financial Assets－Current 1479 Other Current Assets－Other 11XX Total Current Assets Non-current Assets 1510 Financial Asset at Fair Value based on Profit and Loss－ Noncurrent 1523 Financial Assets Ready for Sale－ Noncurrent 1543 Monetary Assets Measured by Cost－Noncurrent 1550 Investment using the Equity Method 1600 Real Estate, Factory, and Equipment 1760 Investment Type Real Estate Net Amount 1780 Intangible Assets 1920 Security Fund Withdraw 1980 Other Financial Assets－ Noncurrent 1990 Other Noncurrent Assets－Other 15XX Total Noncurrent Assets 1XXX Total Assets			5 －－ 2 －－ 46 － 4 1
			58
			－ 3 2 13 1 13 5 1 2 2
			42
			100

(Continued Next Page)

Prince Housing & Development Corporation Individual Asset Balance Sheet 2016 and December 31, 2015

Unit: NT$1,000

Liabilities and Equity	December 31,2016 December 31,2015 Note Amount % Amount % 6 (13) & 8 $ 2,215,659 5 $ 2,264,874 5 6 (14) & 8 339,694 1 879,874 2 15,052 － 11,094 － 1,489,408 4 2,348,723 5 7 5,948 － 334,393 1 672,161 2 755,605 2 7 －－ 117,450 － 6 (30) 168,930 － 73,174 － 6 (15) 1,013,366 2 1,634,255 3 6 (16) (17) & 8 3,176,015 7 362,870 1 31,324 － 4,668 － 9,127,557 21 8,786,980 19 6 (16) 2,500,000 6 4,500,000 10 6 (17) & 8 6,811,359 16 6,887,313 15 6 (18) 75,207 － 84,517 － 6 (19) 68,853 － 106,714 － 127,819 － 127,471 1 6 (9) 513,025 1 528,957 1 10,096,263 23 12,234,972 27 19,223,820 44 21,021,952 46 6 (20) 16,233,261 37 16,233,261 35 6 (21) 2,260,513 5 2,260,513 5 6 (22) (23) 1,644,576 4 1,420,796 3 3,101,014 7 3,508,400 8 6 (23) 1,058,270 3 1,409,109 3 6 (20) ( 1,003) － ( 1,003) － 24,296,631 56 24,831,076 54 $ 43,520,451 100 $ 45,853,028 100	December 31,2015	December 31,2015
			%
Current Liabilities 2100 Short-term Borrowings 2110 Payable Short-term Bills 2150 Bills Payable 2170 Accounts Payable 2180 Payable Accounts－Stakeholders 2200 Other Payable Funds 2220 Other Payable Funds－ Stakeholders 2230 Current Income Tax Liabilities 2310 Advance Payment 2320 Long-term liabilities due within one (1) year or one business cycle 2399 Other Current Liabilities－Other 21XX Total Current Liabilities Noncurrent Liabilities 2530 Corporate Bonds 2540 Long-term Loans 2550 Debt Preparation－Noncurrent 2640 Confirmed Net Welfare Liabilities －Noncurrent 2645 Security Fund Deposit 2670 Other Noncurrent Liabilities－ Other 25XX Total Noncurrent Liabilities 2XXX Total Liabilities Equity Capital Shares 3110 Ordinary Capital Shares Capital Reserve 3200 Capital Reserve Retained Earnings 3310 Statutory Surplus Reserve 3350 Undistributed Surplus Other Interests 3400 Other Interests 3500 Treasury Stock 3XXX Total Interests 3X2X Total Liabilities and Equity			5 2 － 5 1 2 －－ 3 1 －
			19
			10 15 －－ 1 1
			27
			46
			35 5 3 8 3 －
			54
			100

Please refer to the accompanying notes of the Individual Financial Statements and the audit report file by Accounts Jian-Zhi Wu and YiZhang Lin of PwC Taiwan on March 22, 2017.

Chairman: Cheng, Kao-Hui

Executive Manager: Hsieh, Ming-Fan

Head Accountant: Tai, Ta-Chang

Prince Housing & Development Corporation Individual Comprehensive Income Statements 2016 and from January 1, 2015 to December 31, 2015

										Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
										(Earnings Per Share is in NT$1.0)
					2016					2015
	Item	Note			Amount		%			Amount	%
4000	Operating Income	6 (25) & 7		$	6,004,370		100		$	8,763,040	100
5000	Operating Costs	6 (5) (12) (29) &	7 (		3,739,186)	(	62)	(		5,631,118)	(	64)
5900	Operating Margin				2,265,184		38			3,131,922		36
	Operating Expenses	6 (29) & 7
6100	Marketing Expenses		(		336,693)	(	6)	(		518,199)	(	6)
6200	Management Expenses		(		907,006)	(	15)	(		1,007,708)	(	12)
6000	Total Operating Expenses		(		1,243,699)	(	21)	(		1,525,907)	(	18)
6900	Operating Interests				1,021,485		17			1,606,015		18
	Non-operating Income and Expenditure
7010	Other Incomes	6 (26)			232,977		4			239,732		3
7020	Other Benefits and Losses	6 (2) (27)			246,736		4			42,039		－
7050	Financial Costs	6 (5) (28) & 7	(		202,374)	(	3)	(		283,713)	(	3)
7070	Parts of Profits or Losses from the Subsidiaries, Affiliated Enterprises, and	6 (9)
	Joint Venture Recognized via the Equity Method				559,388		9			842,977		10
7000	Total Non-operating Income and Expenditure				836,727		14			841,035		10
7900	Pre-tax Net Profit				1,858,212		31			2,447,050		28
7950	Income Tax Expense	6 (30)	(		249,023)	(	4)	(		209,250)	(	2)
8200	Net Profit for the Period			$	1,609,189		27		$	2,237,800		26
	Other Comprehensive Profits or Losses
	(Net Amount)
	Items not Reclassified as Profits or
	Losses
8311	Re-measurement Number of the Confirmed Welfare Plan	6 (19)	(	$	9,292)		－	(	$	16,062)		－
8330	Parts of Profits or Losses from the
	Subsidiaries, Affiliated Enterprises, and
	Joint Venture Recognized via the Equity
	Method－Items Not Reclassified as a
	Profits or Losses				2,156		－			1,669		－
8310	Total Amount for Items not Reclassified as Profits or Losses		(		7,136)		－	(		14,393)		－
	Items that may Subsequently be
	Reclassified as Profits or Losses:
8362	Unrealized Profits or Losses of the Financial Assets Prepared to be Sold.	6 (7)	(		355,139)	(	6)	(		39,276)	(	1)
8380	Parts of Profits or Losses from the
	Subsidiaries, Affiliated Enterprises, and
	Joint Venture Recognized via the Equity
	Method－Items that may be
	Reclassified as a Profits or Losses				4,300		－			12,166		－
8360	Total Amount for Items that may
	Subsequently be Reclassified as Profits or Losses		(		350,839)	(	6)	(		27,110)	(	1)
8300	Other Comprehensive Profits or Losses (Net Amount)		(	$	357,975)	(	6)	(	$	41,503)	(	1)
8500	Total Consolidated Profits or Losses for the Current Period			$	1,251,214		21		$	2,196,297		25
	Earnings Per Share	6 (31)
9750	Basic			$			0.99		$		1.38
9850	Diluted			$			0.98		$		1.36
	Filing information assuming that the subsidiary's investment in		the Company's stock is not considered				as treasury stocks:
	Net Profit for the Period			$		1,609,189			$		2,177,326
	Earnings Per Share
	Basic			$			0.99		$		1.34

Please refer to the accompanying notes of the Individual Financial Statements and the audit report file by Accounts Jian-Zhi Wu and YiZhang Lin of PwC Taiwan on March 22, 2017.

Chairman: Cheng, Kao-Hui

Executive Manager: Hsieh, Ming-Fan Head Accountant: Tai, Ta-Chang

Prince Housing & Development Corporation Individual Statement of Changes in Equity 2016 and from January 1, 2015 to December 31, 2015

2015 Balances as of January 1, 2015 2014 Earnings Assignment and Distribution (note 1): Statutory Surplus Reserve Cash Dividends 2015 Annual Net Profit 2015 Other Comprehensive Profits or Losses Treasury Stock Transactions Balances as of December 31, 2015 2016 Balances as of January 1, 2016 2015 Earnings Assignment and Distribution (note 2): Statutory Surplus Reserve Cash Dividends 2016 Annual Net Profit 2016 Other Comprehensive Profits or Losses Balances as of December 31, 2016	Note	Ordinary Capital Shares		Capital Reserve		Retained Earnings	Retained Earnings		Other Interests	Other Interests		Unit: NT$1,000 TreasuryStock Total Amount of Equity ($ 60,440 ) $ 23,964,652 - - - ( 1,329,873 ) - 2,237,800 - ( 41,503 ) 59,437 - ($ 1,003 ) $ 24,831,076 ($ 1,003 ) $ 24,831,076 - - - ( 1,785,659 ) - 1,609,189 - ( 357,975 ) ($ 1,003 ) $ 24,296,631	Unit: NT$1,000 TreasuryStock Total Amount of Equity ($ 60,440 ) $ 23,964,652 - - - ( 1,329,873 ) - 2,237,800 - ( 41,503 ) 59,437 - ($ 1,003 ) $ 24,831,076 ($ 1,003 ) $ 24,831,076 - - - ( 1,785,659 ) - 1,609,189 - ( 357,975 ) ($ 1,003 ) $ 24,296,631
						Statutory Surplus Reserve Surplus	Undistributed Surplus		Exchange Conversion Differences in a Financial Statement of a Foreign Operating Organization	Prepared Sales Funds Unrealized Financial Assets Current Profits or Losses
	6 (22) 6(31) 6 (7) (19) (23) 6 (20) (21) 6 (22) 6 (31) 6 (7) (19) (23)	$ 16,623,418 - - - - ( 390,157 ) $ 16,233,261 $ 16,233,261 - - - - $ 16,233,261		$ 1,929,793 - - - - 330,720 $ 2,260,513 $ 2,260,513 - - - - $ 2,260,513		$ 1,180,924 239,872 - - - - $ 1,420,796 $ 1,420,796 223,780 - - - $ 1,644,576	$ 2,854,738 ( 239,872 ) ( 1,329,873 ) 2,237,800 ( 14,393 ) - $ 3,508,400 $ 3,508,400 ( 223,780 ) ( 1,785,659 ) 1,609,189 ( 7,136 ) $ 3,101,014		$ 1,690 - - - 16 - $ 1,706 $ 1,706 - - - ( 1,754 ) ($ 48 )	$ 1,434,529 - - - ( 27,126 ) - $ 1,407,403 $ 1,407,403 - - - ( 349,085 ) $ 1,058,318		($ 60,440 ) - - - - 59,437 ($ 1,003 ) ($ 1,003 ) - - - - ($ 1,003 )	$ 23,964,652 - ( 1,329,873 ) 2,237,800 ( 41,503 ) - $ 24,831,076 $ 24,831,076 - ( 1,785,659 ) 1,609,189 ( 357,975 ) $ 24,296,631

Note 1: The employee bonus of NT$43,177 and director remuneration of NT$64,765 have been deducted from the consolidated income statement, which is no different than the allocation amount passed by the shareholders' meeting resolution.

Note 2: The employee bonus of NT$244,705 and director remuneration of NT$83,250 have been deducted from the consolidated income statement, which is no different than the allocation amount passed by the Board of Directors resolution.

Please refer to the accompanying notes of the Individual Financial Statements and the audit report file by Accounts Jian-Zhi Wu and Yi-Zhang Lin of PwC Taiwan on March 22, 2017.

Chairman: Cheng, Kao-Hui

Executive Manager: Hsieh, Ming-Fan Head Accountant: Tai, Ta-Chang

Prince Housing & Development Corporation

Individual Cash Flow Statement

2016 and from January 1, 2015 to December 31, 2015

Cash Flow from Operating Activities Pre-tax Net Profit for this Period Adjusted Items Revenue Expense Items Net Interest on Financial Assets Measured at Fair Value through Profits and Losses Bad Debt Costs Transfered into Income Written-off of Unrecoverable Funds Parts of Profits from the Subsidiaries, Affiliated Enterprises, and Joint Venture Recognized via the Equity Method Losses from Disposition or Scrapping of Real Estate, Factory, Equipment, Investment Type Real Estate Depreciation Expenses Amortization Expenses Interest Expenses Interest Income Dividend Income Disposition of Investment Interests using the Equity Method Unrealized Foreign Exchange Losses (Interest) Changes in Assets/Liabilities Related to Business Activities Changes in Net Asset Related to Business Activities Financial Asset at Fair Value based on Profit and Loss`－`Current Bills Receivable Accounts Receivable Other Receivable Funds Other Receivables- Stakeholders Inventory Prepayments Other Current Assets`－`Other Other Noncurrent Assets`－`Other Changes in Net Liabilities Related to Business Activities Bills Payable Accounts Payable Payable Accounts`－`Stakeholders Other Payable Funds Other Payable Funds`－`Stakeholders Advance Payment Other Current Liabilities`－`Other Debt Preparation`－`Noncurrent Confirmed Net Welfare Liabilities`－`Noncurrent Cash Inflows Generated from Operations Interests Received Dividends Received Interests Paid Income Tax Paid Net Cash Inflow from Operating Activities	Unit: NT$1,000 Note 2016 2015 $ 1,858,212 $ 2,447,050 6 (2) (27) ( 384 ) ( 445 ) 6 (3) `－`( 196 ) 6 (3) (4) ( 344 ) ( 3,154 ) 6 (9) ( 559,388 ) ( 842,977 ) 6 (27) 1,473 4,307 6 (29) 113,177 113,475 6 (12) (29) 61,252 61,253 6 (28) 202,373 283,713 6 (26) ( 7,287 ) ( 7,572 ) 6 (26) ( 93,755 ) ( 134,112 ) `－`( 469 ) 7,185 ( 14,676 ) ( 299,877 ) `－` 23,131 29,859 740,535 3,723,258 498 1,574 58,924 ( 59,753 ) ( 65,727 ) ( 1,899,997 ) 60,611 76,091 51,537 209,694 `－` 340,669 3,958 719 ( 859,315 ) ( 1,355 ) ( 328,445 ) ( 64,325 ) ( 78,919 ) 48,993 ( 117,450 ) 117,450 ( 620,889 ) ( 1,286,992 ) 26,656 ( 33,693 ) ( 9,310 ) 2,797 ( 47,154 ) 1,056 121,278 3,112,242 6,757 7,843 818,393 270,977 ( 206,898 ) ( 284,149 ) ( 153,267 ) ( 217,155 ) 586,263 2,889,758	Unit: NT$1,000 2015

(Continued Next Page)

Prince Housing & Development Corporation

Individual Cash Flow Statement

2016 and from January 1, 2015 to December 31, 2015

Unit: NT$1,000

Cash Flows from Investment Activities
Other Financial Assets－Current Reduction
Financial Assets Ready for Sale－Noncurrent Capital
Reduction Fund Return
Financial Assets Ready for Sale－Noncurrent Reduction
Financial Assets Reduction Return Funds Measured by
Cost
Investment Increase using the Equity Method
Investment Settlement/Reduction Returned Funds using
the Equity Method
Disposition of Investment Price using the Equity Method
Consolidated Cash Received
Real Estate, Factory, and Equipment Obtained
Disposition of Real Estate, Factory, Equipment, and
Investment Type Real Estate Prices
Security Fund Withdraw Reduction (Increase)
Other Financial Assets－Noncurrent Reduction
(Increase)
Net Cash Inflow from Investment Activities
Cash Flows from Fund Raising Activities
Decrease of Short-term Borrowings
Decrease of Payable Short-term Bills
Long-term Loan Repayment
Long-term Loan Borrowing
Security Fund Deposit Increase (Decrease)
Issuance of Cash Dividends
Net Cash Outflow from Fund Raising
Activities
Amounts of Cash and Cash Equivalents Increased for this
Period
Cash and Cash Equivalent Balance at the Beginning of the
Period
Cash and Cash Equivalent Balance at the End of the Period Note
2016
2015
$ 1,166,418 $ 837,228
1,577
－
3,653
3,173
9,729
－
－(
200,000 )
220,022
14,286
990
－
－
41,683
6 (10)
(
3,101 ) (
33,747 )
2,343
4,518
61,567 (
78,867 )
288,009(
211,472 )
1,751,207
376,802
(
49,215 ) (
680,710 )
(
540,180 ) (
1,088,208 )
(
10,763,366 ) (
4,872,170 )
11,500,557
5,693,254
348 (
1,175 )
6 (22)
(
1,785,659) (
1,329,873 )
(
1,637,515 ) (
2,278,882 )
699,955
987,678
2,156,890
1,169,212
$ 2,856,845$ 2,156,890

Please refer to the accompanying notes of the Individual Financial Statements and the audit report file by Accounts Jian-Zhi Wu and Yi-Zhang Lin of PwC Taiwan on March 22, 2017.

Chairman: Cheng, Kao-Hui

Executive Manager: Hsieh, Ming-Fan

Head Accountant: Tai, Ta-Chang

Attachment 5

Prince Housing & Development Corporation

Surplus Distribution Table

From January 1, 2016 to December 31, 2016

I. Number Available for Distribution 1. Undistributed surplus at the beginning of the period 2. Plus: 2016 post-tax net profit 3. Minus: Listed statutory surplus reserve 4. Minus: The actuarial loss of the welfare plan confirmed for the current year 5. Surplus available for distribution II. Distribution items: Cash dividend allocated (NT$1.0 per share) III. Accumulated undistributed surplus	Unit: NTD 1,498,958,985 1,609,189,320 (160,918,932) (7,135,249)
	2,940,094,124 (1,623,326,147) 1,316,767,977

Note:

The surplus distribution order for this year shall give priority to the 2016 annual surplus allocation.
Shareholders' interests less than one dollar is transferred into the staff welfare committee of the Company.

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

Attachment 6

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

	Amended Content		Original Content	Reason for Amendment
Article 4	Evaluation Procedure: I.~II. (not amended) III. If the transaction amount has exceeded 20% of the company's paid-up capital or NT$300 million, a valuation report issued by a professional price evaluator must be obtained before the date of occurrence except for transactions with governmentorganizations, self-owed land constructions, leased land constructions, or acquisition and disposition of equipment for operational purposes. The valuation report shall comply with the following rules. However, if the Company's acquisition or disposal of the assets is a result of a court auction, the certification documents issued by the court shall replace the valuation report or accountant opinion: (I)~(V) (not amended) IV. (not amended) V. If the amount from the acquisition or disposal of the membership cards or intangible assets by the company has exceeded 20% of the company's paid-up capital or NT$300 million; obtain the transactionprice	Article 4	Evaluation Procedure: I.~II. (not amended) III. If the transaction amount has exceeded 20% of the company's paid-up capital or NT$300 million, a valuation report issued by a professional price evaluator (the matters that must be recorded is detailed in Attachment 1)must be obtained before the date of occurrence except for transactions with governmentorganizations, self-owed land constructions, leased land constructions, or acquisition and disposition of equipment for operational purposes. The valuation report shall comply with the following rules. However, if the Company's acquisition or disposal of the assets is a result of a court auction, the certification documents issued by the court shall replace the valuation report or accountant opinion. (I)~(V) (not amended) IV. (not amended) V. If the amount from the acquisition or disposal of the membership cards or intangible assets bythe	Discretionary text correction.

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

	Amended Content		Original Content	Reason for Amendment
	reasonableness opinion from an accountant before the date of occurrence except for transactions with governmentorganizations; and the accountant shall issue the opinion pursuant to the provisions provided by Audit Bulletin No. 20 published by the Accounting Research and Development Foundation. VI.~VII. (not amended)		company has exceeded 20% of the company's paid-up capital or NT$300 million; obtain the transaction price reasonableness opinion from an accountant before the date of occurrence except for transactionswith governmentorganizations; and the accountant shall issue the opinion pursuant to the provisions provided by Audit Bulletin No. 20 published by the Accounting Research and Development Foundation. VI.~VII. (not amended)
Article 6	Declaration Reporting Procedures: I. If the assets acquired or disposed of by the Company has any of the following conditions, the relevant information shall be announced and reported to the website designated by the Financial Supervisory Commission within two (2) days from the date of the occurrence of the facts based on their nature according to the format and content provisions. (I) Real estate acquired or disposed of by the Company from an interestedparty,or the	Article 6	Declaration Reporting Procedures: I. If the assets acquired or disposed of by the Company has any of the following conditions, the relevant information shall be announced and reported to the website designated by the Financial Supervisory Commission within two (2) days from the date of the occurrence of the facts based on their nature according to the Attachments (Attachments 2~8), format, and content provisions. (I) Real estate acquired or disposed of by the Company from an interested party, or the	The standard for the amount that must be declared is updated and the text is corrected in collaborate with the regulatory requirements.

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Amended Content	Amended Content	Original Content	Original Content
amount of other assets other than real estate acquired or disposed of by the Company from an interested party has exceeded 20% of the Company's paid-up capital, 10% of total assets, or NT$300 million. Except for bond trading, callable and puttable bonds, or purchase orbuybackof the currency market funds issued by the domesticsecurities investment trust businesses. (II)~(III) (not amended) (IV)The category of the assets acquired or disposed of is related to equipment for business use, the transaction counterpart is not a stakeholder, and the transaction amount has exceeded NT$1 billion. (V) Real estate is acquired or		amount of other assets other than real estate acquired or disposed of by the Company from an interested party has exceeded 20% of the Company's paid-up capital, 10% of total assets, or NT$300 million. Except for bond trading, callable and puttable bonds, or purchase orredemption of the domestic currency market funds. (II)~(III) (not amended) (IV)Except for the asset transactions or engagement in investments in China mentioned in the previous 3 sections; when each transaction amount, the amount of the transactions accumulated within one (1) year with the same relative person for the acquisition or disposition of similar subject matters, the amount of the acquisition or disposition accumulated (acquisition and disposition are separately
			(1) year with the same relative person for the acquisition or disposition of similar subject matters, the amount of the acquisition or disposition accumulated (acquisition and disposition are separately
(VI)	disposed of by the Company for its construction operation businesses, the transaction counterpart is not a stakeholder, and
	the transaction amount has exceeded NT$500 million. Real estate is obtained

Prince Housing & Development Corporation Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Reason for Amended Content Original Content Amendment through the self-owed accumulated) within land constructions, one (1) year from the leased land same real estate constructions, joint development plan, or construction profit the amount of the division, or joint acquisition or construction separate disposition sales methods whereby accumulated the amount invested by (acquisition and the Company has disposition are exceeded NT$500 accumulated million. separately) within one (1) year from the same (VII) The transaction marketable securities amount has exceeded 20% of the Company's has exceeded 20% of ' - - the company s paid up paid up capital or capital or NT$300 NT$300 million except million. The “within for the previous three one (1) year” referred asset transactions or to herein is based on engagement in the date of this investments in China. transaction tracing However, the following forward for one (1) conditions shall be year. The parts exempt: announced pursuant to 1. Bond Trading " Regulations 2. Transactions with Governing the callable and puttable Acquisition and bonds, or purchase or Disposal of Assets by buyback of domestic Public Companies" no currency market longer needs to be funds issued by the added. However, the domestic securities following conditions investment trust shall be exempt: businesses.

Bond Trading. 2. Transactions with callable and puttable bonds, or purchase or redemption of domestic currency

II.	The amount of the transaction in the preceding

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Amended Content	Original Content	Original Content
paragraph shall be calculated	3.	market funds. The category of the assets acquired or disposed of is related
in the following manner: (I) The amount of each transaction. (II) The amount of the transactions accumulated within one (1) year with the same relative person for the acquisition or disposition of similar subject matters. (III) The amount of the acquisition or disposition accumulated (acquisition and disposition are separately accumulated) within one (1) year from the same real estate development plan (IV) The amount of the acquisition or disposition accumulated (acquisition and disposition are accumulated separately) within one (1) year from the same marketable securities. The“within one (1) year” referred to in Paragraph (2) is based on the date of this transaction tracing forward for one (1) year. The parts announced in accordance with the rules of this
	4.
		to equipment for business use, the transaction counterpart is not a subsidiary, and the transaction amount did not exceed NT$500 billion. Real estate is acquired or disposed of by the Company for its construction operation businesses,
	5.
		the transaction counterpart is not a stakeholder, and the transaction amount has exceeded NT$500 million. Real estate is obtained through the self-owed land constructions, leased

		land constructions, joint construction profit division, or joint construction separate sales methods whereby the
		amount invested by the Company did not
		exceed NT$500 billion.

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Amended Content	Amended Content	Original Content	Original Content
III.	procedure no longer needs to	II.	The company shall enter the derivative product transaction status engaged by the Company and its non- domestic public offering company subsidiaries into the information reporting website designated by the Financial Supervisory Commission each month before the 10th day of the month in the prescribed format as shown in the attached form. If there are errors or omissions in the announcements made by the company and corrections are required, all of the items must be re-announced. If the transaction that had already been declared has any of the following conditions, the relevant information shall be declared and reported to the website designated by the Financial Supervisory Commission within two (2) days from the date of the occurrence of the facts: (I) The relevant contract signed for the original transaction has been
	be added. The company shall enter the derivative product transaction status engaged by the Company and its non- domestic public offering company subsidiaries into the information reporting website designated by the Financial Supervisory Commission each month before the 10th day of the month in the prescribed format. If there are errors or omissions in the declarations and corrections are required, all of the items must be re- declaredwithin two (2) days after the errors or omissions were discovered. If the transaction that had already been declared has any of the following conditions, the relevant information shall be declared and reported to the website designated by the Financial Supervisory Commission within two (2) days from the date of the occurrence of the facts: (I) The relevant contract signed for the original
		III.
IV. V.
		IV.

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

	Amended Content		Original Content	Reason for Amendment
	transaction has been changed, terminated, or rescinded. (II) Mergers, Divisions, Acquisitions, or Share Transfers have not been completed according to the schedule stipulated in the contract. (III) The original declaration contents have been changed.		changed, terminated, or rescinded. (II) Mergers, Divisions, Acquisitions, or Share Transfers have not been completed according to the schedule stipulated in the contract. (III) The original declaration contents have been changed.
Article 11	Resolution Procedure: If the real estate acquired or disposed of by the Company from an interested party, or the amount of other assets other than real estate acquired or disposed of by the Company from an interested party has exceeded 20% of the Company's paid-up capital, 10% of its total assets, or NT$300 million; the undertaking unit shall submit the following information to the Audit Committee and the Board of Directors for resolution before the transaction contract may be signed and the payment may be remitted except for bond trading, callable and puttable bonds, or purchaseofthe currency market funds issued by the domestic securities investment	Article 11	Resolution Procedure: If the real estate acquired or disposed of by the Company from an interested party, or the amount of other assets other than real estate acquired or disposed of by the Company from an interested party has exceeded 20% of the Company's paid-up capital, 10% of its total assets, or NT$300 million. The undertaking unit shall submit the following information to the Audit Committee and the Board of Directors for resolution before the transaction contract may be signed and the payment may be remitted except for bond trading, callable and puttable bonds, or redemptionof the domestic currency market funds: I.~VII. (not amended) The stakeholder transaction amount calculation shall be handled according to the provisionsprovided by Section 1,	Discretionary text correction.
	trust businesses: I.~VII. (not amended) The stakeholder transaction amount calculation shall be handled accordingto the

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

	Amended Content			Original Content	Reason for Amendment
	provisions provided byParagraph 2of Article 6 unless the information has already been submitted to the Audit Committee and the Board of Directions for resolution in accordance with the relevant procedures provided herein.			Paragraph (4)of Article 6 unless the information has already been submitted to the Audit Committee and the Board of Directions for resolution in accordance with the relevant procedures provided herein.
Article 18	Before holding the Board of Directors resolution during mergers, divisions, acquisitions, or share transfers; the Company shall retain an accountant, attorney, or securities underwriter to issue an opinion regarding to the reasonableness of the share conversion ratio, acquisition price, or cash or other assets allotted to the shareholders. Then submit the opinion to the Board of Directors for discussion and adaption.However, the reasonableness opinion issued by an expert is not required if the Company is merging with a subsidiary whereby the Company directly or indirectly holds 100% of the shares issued or the total amount of capitals, or if the merger is between two of the Company's subsidiaries whereby the Company directly or indirectly holds 100% of the shares issued or the total amount of capitals.		Article 18	Before holding the Board of Directors resolution during mergers, divisions, acquisitions, or share transfers; the Company shall retain an accountant, attorney, or securities underwriter to issue an opinion regarding to the reasonableness of the share conversion ratio, acquisition price, or cash or other assets allotted to the shareholders. Then submit the opinion to the Board of Directors for discussion and adaption.	Expert opinion can be omitted for reorganization restructuring during mergers with the same group according to the amended regulations.

Attachment 7

Prince Housing & Development Corporation Articles of Incorporation Amendment Text Comparison Table

	Original Content		Amended Content	Reason for Amendment
Article 31	The company's industrial environment has matured, and peer competition is intense. The Board of Directors motion for surplus distribution must consider the Company's future capital expenditure budgets and demand for funds in order to measure the need to use the surplus to provide capital support, determine the amount of surplus to retain or allocate, and use the cash method to distribute the amounts of shareholder dividends or bonuses to shareholders. If there is a surplus during the Company's annual accounts, the surplus shall first be used to pay the income tax pursuant to law and make up for previous annual losses. If there is a surplus after that, 10% shall first be subtracted for the statutory surplus reserve unless the statutory surplus reserve has reached the total capital of the company, the special surplus reserve must be listed or reversed pursuant to law, and the remainder shall be the distributable amount for this period. This amount plus the accumulated unallocated surplus from the previous year shall be the cumulative distributable surplus. The shareholders'	Article 31	The company's industrial environment has matured, and peer competition is intense. The Board of Directors motion for surplus distribution must consider the Company's future capital expenditure budgets and demand for funds in order to measure the need to use the surplus to provide capital support, determine the amount of surplus to retain or allocate, and use the cash method to distribute the amounts for shareholder dividends or bonuses. If there is a surplus during the Company's annual accounts, the surplus shall first be used to pay the income tax pursuant to law and make up for previous annual losses. If there is a surplus after that, 10% shall first be subtracted for statutory surplus reserve unless the statutory surplus reserve has reached the total capital of the company, list, or reverse the special surplus reserve pursuant to law, and the remainder shall be the distributable surplus for this period.This amount plus the accumulated unallocated surplus from the previous year shall be the cumulative distributable	Company Act (Dividend, bonus distribution, and employee bonus) Article 235 Unless otherwise provided for in the Articles of Incorporation, distribution of the dividends and bonuses shall be effected in proportion to the number of shares held by each shareholder accordingly.

Prince Housing & Development Corporation Articles of Incorporation Amendment Text Comparison Table

	Original Content		Amended Content	Reason for Amendment
	dividends and bonuses shall range from 50% to 100% of the cumulative distributable surplus. The cash dividend ratio shall not be less than 30% of the total shareholder dividends or bonuses for the current year. In addition to dividend distribution, the Board of Directors shall propose a surplus distribution motion to allocate the surplus after resolution by the shareholders' meeting.		surplus. The shareholder's dividends and bonuses shall be allocated from the cumulative distributable surplus,and the total amount allocated shall not
			be less than 20% of the current distributable surplus. Amongst them, the cash dividend ratio shall not be less than 30% of the total shareholder dividends or bonusesallocatedfor the current year. In addition to dividend distribution, the Board of Directors proposed a surplus distribution motion to be allocated to surplus after resolution by the shareholders' meeting.
Article 36	This Articles of Association was established on August 23, 1973,…, and implemented after it has passed a resolution by the shareholders' meeting.	Article 36	This Articles of Association was established on August 23, 1973,…,the 36th amendment was conducted on June 22, 2017,and implemented after it has been adopted by a shareholders' meeting resolution.	Added the 36th amendment date.

Appendix 1

Prince Housing & Development Corp. Rules of Procedure for Shareholders’ Meeting

Article 1. The “Rules of Procedure for Shareholders’ Meeting” is hereby enacted for compliance in accordance with Article 5 of the “Rules of Procedure for Shareholders’ Meeting of TWSE/GTSM-Listed Companies” in order to establish good shareholders’ meeting governance system, improve the supervisory functions, and strengthen management functions of the Company.
Article 2. 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.
Article 3. 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 action and data of the related acknowledgments, discussions, and directors election or discharge composed into an electronic file and uploaded to the MOPS thirty (30) days prior to the regular shareholders’ meeting or fifteen (15) days prior to the extraordinary shareholders’ meeting. Also, compose the agenda handbooks and supplementary data into an electronic file and uploaded to the MOPS twenty-one (21) days prior to the regular shareholders’ meeting or fifteen (15) days prior to the extraordinary shareholders’ meeting. Prepare the agenda handbooks and supplementary data for reference by the shareholders fifteen (15) days prior to the shareholders’ meeting, display them at the Company’s premise and the commissioned professional shareholder service agency, and distribute them 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 may 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 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” must be listed in the reasons for convening the meeting and cannot be proposed during an extraordinary 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 shall not include the proposals related to the matters in Article 172-1 Paragraph 4 of the Company Act.

The Company shall announce the process of accepting shareholders’ proposals and the 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 (10) days.

The proposal 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. The proposals that met the requirement of this Article shall be 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.

Article 4. 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 (5) 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 (2) 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 by proxy shall prevail.

Article 5. Shareholders’ meetings shall be held at the location where the Company operates or where is convenient to shareholders to attend the meeting or where is suitable for holding the meeting. The meeting shall be held not before 9:00 AM or after 3:00 PM. The opinions of the independent directors shall be taken into consideration in determining the meeting time and place.
Article 6. 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 (30) 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 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 (1) representative assigned to attend the shareholders’ meeting. The juristic person that is delegated to attend the shareholders may have only one (1) representative assigned to attend the meeting.

Article 7. 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 (1) general director designated to exercise powers. If there is not any general director appointed, one (1) 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 (6) 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 (1) 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 (2) conveners, one (1) of the 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.

Article 8. 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 (1) 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.

Article 9. The attendance at the shareholders’ meeting shall be based on the ownership of stock shares. The shareholding of the attending shareholders is calculated in accordance with 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 majority of the outstanding stock shares, which is limited to two (2) postponements and for a total time of less than one (1) hour. If there remains insufficient attendance of shareholders with less than one third of the outstanding stock shares after two (2) postponements, the chairperson is to have the meeting canceled.

If there remains insufficient attendance of shareholders after two (2) postponements but with more than one third of the outstanding stock shares, a tentative resolution can be reached in accordance with Article 175 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 (1) 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.

Article 10. 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 (1) chairperson with a majority vote elected in accordance with the legal procedure to carry on the shareholders’ meeting.

The Chairperson shall grant an opportunity to 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.

Article 11. 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 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 (2) or more representatives to participate in a shareholders’ meeting, only one (1) 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.

Article 12. 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 competent authorities, when one (1) person is commissioned by more than two (2) (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.

Article 13. 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 (2) 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 (2) days prior to the scheduled shareholders’ meeting. If the 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 the Company’s 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.

Article 14. 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 preceding paragraph shall be archived for a minimum of one (1) year. In the event that a shareholder lodges litigation in accordance with Article 189 of the Company Act, nevertheless, the audit, and video records shall be archived until after the litigation is concluded.

Article 15. 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.
Article 16. 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.
Article 17. 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 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.

Article 18. During the process of a shareholders’ meeting, the chairperson may promulgate a recess as appropriate. Upon the occurrence of 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 the shareholders’ 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.

Article 19. Any matter not adequately provided for herein shall be subject to handling in accordance with the Company Act and the Company’s Articles of Incorporation.

Article 20. 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 2

Prince Housing & Development Corp. Articles of Incorporation

Chapter I. General Provisions
Article 1. 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 “ 太子建設開發股份有限公司 ” or the full English name of “Prince Housing & Development Corp.” (hereinafter referred to as “the Company”).
Article 2. The Company shall engage in the business lines enumerated below:
1. To develop, operate, lease, and sell farms, forest farms, livestock and aquatic farms.
2. 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.
3. To develop, operate, lease, and sell industrial zones and residential zones.
4. To manufacture, buy and sell building materials, and to act as an agent for and to promote architectural technology & know-how.
5. To broker leases and sales of real estate.
6. To act as an agent for sporting goods with import, production, manufacture, buys, and sales.
7. To accept delegation for land reconsolidation programs.
8. E201010 Landscape engineering business.
9. I503010 Landscaping, interior design services.
10. 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 3. 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 4. 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 5. The public announcements of the Company shall be duly handled in accordance with Article 28 of the Company Act.
Chapter II. Shares
Article 6. 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 7. The share certificates of the Company, the registered ones, shall be duly signed by or affixed with seals of over three (3) 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 8. The Company may manage equity affairs in accordance with the requirements of the competent authority and laws and ordinances concerned.
Article 9. 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 10. For replacement or reissuance of new share certificates, the Company may charge for printing costs and the required stamp tax.

Chapter III. Regular Shareholders’ Meeting

Article 11. 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 12. A shareholder who is unavailable to attend a shareholders’ meeting in person may, pursuant to Article 177 of the Company Act, 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 13. 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 14. Unless otherwise provided by law, 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.
When the shareholders' meeting is convened by the Company, the electronic voting method shall be listed as one of the channels to exercise the voting power, and the right to vote shall be exercised in writing.
Article 15. Each share held by a shareholder of the Company hereof is entitled to one voting power, unless under restriction or such voting power has been eliminated pursuant to the Company Act.
Article 16. 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 IV. Board of Directors

Article 17. The Company has fifteen (15) directors, including three (3) 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 (1) 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 18. 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 (1) chairperson shall be elected from among the directors themselves. In the same manner, one (1) 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 19. 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 20. Wherever 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 (1) 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 21. 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 22. 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 at anytime.

The notices mentioned in the preceding paragraph may be served to all directors and supervisors in writing, by FAX, or electronic means.

Article 23. 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.
Article 24. 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.
Article 25. 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 applicable to the Audit Committee.
Article 26. 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.
Article 27. The Company may acquire liability insurance for directors and important employees to insure themselves during their tenure periods. The Board of Directors is bestowed with full powers to implement the acquirement of the liability insurance.

Chapter V. Managerial Officers and Staff

Article 28. 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 VI. Accounting

Article 29. 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 30. Upon closing of each fiscal year, the Board of Directors shall work out the following documents to be acknowledged in the regular shareholders’ meeting in accordance with the mandatory procedures:
Business report.
Financial statements.
Proposals of allocation of earnings and coverage of loss.
Article 31. 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.
If there is a surplus during the Company's annual accounts, the surplus shall first be used to pay the income tax pursuant to law and make up for previous annual losses. If there is a surplus after that, 10% shall first be subtracted for the statutory surplus reserve unless the statutory surplus reserve has reached the total capital of the company, the special surplus reserve must be listed or reversed pursuant to law, and the remainder shall be the distributable amount for this period. This amount plus the accumulated unallocated surplus from the previous year shall be the cumulative distributable surplus. The shareholders' dividends and bonuses shall range from 50% to 100% of the cumulative

distributable surplus. The cash dividend ratio shall not be less than 30% of the total shareholder dividends or bonuses for the current year. In addition to dividend distribution, the Board of Directors shall propose a surplus distribution motion to allocate the surplus after resolution by the shareholders' meeting.
Article 32. 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 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 refers 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 VII. Supplementary Provisions

Article 33. The organizational rules and operational rules shall be separately worked out by the Board of Directors.
Article 34. 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 35. Any matters not adequately provided for herein shall be subject to the Company Act and other laws and ordinances concerned.
Article 36. These Articles were duly enacted on August 23, 1973 and were duly amended on November 20, 1974 as the 1st amendment; February 10, 1976 as the 2nd amendment; March 8, 1977 as the 3rd amendment; April 28, 1980 as the 4th amendment, May 2; 1981 as the 5th amendment; November 4, 1982 as the 6th amendment; May 16, 1984 as the 7th amendment; April 26, 1986 as the 8th amendment; April 3,

1989 as the 9th amendment; December 27, 1990 as the 10th amendment; June 18, 1991 as the 11th amendment; April 23, 1992 as the 12th amendment; May 7, 1993 as the 13th amendment; May 10, 1994 as the 14th amendment; June 5, 1995 as the 15th amendment; May 24, 1996 as the 16th amendment; June 17, 1997 as the 17th amendment; May 19, 1998 as the 18th amendment; June 9, 1999 as the 19th amendment; June 9, 2000 as the 20th amendment; June 20, 2002 as the 21st amendment; June 26, 2003 as the 22nd amendment; June 15, 2004 as the 23rd amendment; June 27, 2005 as the 24th amendment; June 14, 2006 as the 25th amendment; June 15, 2007 as the 26th amendment; June 13, 2008 as the 27th amendment; June 19, 2009 as the 28th amendment; June 24, 2010 as the 29th amendment; June 17, 2011 as the 30th amendment; June 20, 2012 as the 31st amendment; June 18, 2013 as the 32nd amendment; June 20, 2014 as the 33rd amendment; June 17, 2015 as the 34th amendment; and June 21, 2016 as the 35th amendment that shall be entered into enforcement after being resolved in the shareholders meeting.

Prince Housing & Development Corp.

Chairman: Cheng, Kao-Hui

Appendix 3

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	Representative of Jiufu Investment Co., Ltd.
Vice Chairman	Zhi-Xian Luo	162,743,264	Representative of Uni- President Enterprises Corporation
Director	Cong-Bin Wu
Director	Zhao-Mei Wu Ceng	39,023,030
Director	Shi-Hong Zhuang	2,346,491	Representative of SUN SPREAD INVESTMENT LIMITED
Director	Xiu-Ling Gao	49,837,308	Representative of Gaoquan Investment Co., Ltd.
Director	Bo-Ming Hou	669,975	Representative of Yupeng Investment Co., Ltd.
Director	Bo-Yi Hou	13,701,215
Director	Zhong-He Wu	14,969,463	Representative of Yongyuan Investment Co., Ltd.
Director	Ying-Zhi Zhuang	25,882,643	Representative of Chenglong Investment Co., Ltd.
Director	Jian-De Wu	83,740,587	Representative of Taibo Investment Co., Ltd.
Director	Ping-Zhi Wu
Independent Director	Qian Dai	0
Independent Director	Sheng-Cai Xu	0
Independent Director	He-Yi Hong	0
Total for directors		421,050,000

According to Article 26 of the Securities and Exchange Act:

The lowest number of shares that must be held by all of the directors of the Company is 38,959,827 shares.

Appendix 4

The Effects that this Stock Grant have on Company Business Performance, Earning Per Share, and Shareholder Return on Investment:

Not applicable because the Company did not have any stock grants this year.

AI assistant

PHD — AGM Information 2017

52134_rns_2017-07-07_0c0aaa57-8a92-48e5-8720-c595f1f558f9.pdf

Prince Housing & Development Corporation

Table of Contents

Prince Housing & Development Corporation

Prince Housing & Development Corporation

Agenda of Regular Shareholders’ Meeting 2017

Issues to be Reported

Issues to be Acknowledged

Issues to be Discussed

Extraordinary Motions

Adjournment of Meeting

Business Report

Prince Housing & Development Corporation Audit Committee Inspection Report

Submitted for Approval

Respectfully yours,

Accountant Audit Report

Audit Opinion

Basis for the Audit Opinion

Key Audit Items

Real Estate Revenue Recognition Time Frame

Item Description

Response Audit Procedures

－ Recognition of Construction Revenues Degree of Completion Assessment

Item Description

Response Audit Procedures

Other Matters–Mentioned in Audits by other Accountants

Other Matters–Individual Financial Report

The Responsibilities of the Management Level and Governance Units for the Consolidated Financial Statements

Accountant's Responsibilities during the Audit of the Consolidated Financial Statements

Prince Housing & Development Corporation and its Subsidiaries Consolidated Asset Balance Sheet

2016 and December 31, 2015

Prince Housing & Development Corporation and its Subsidiaries Consolidated Asset Balance Sheet

2016 and December 31, 2015

Prince Housing & Development Corporation and its Subsidiaries Consolidated Comprehensive Income Statement 2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation and its Subsidiaries Consolidated Comprehensive Income Statement 2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation and its Subsidiaries Consolidated Statement of Changes in Equity 2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation and its Subsidiaries Consolidated Cash Flow Statement 2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation and its Subsidiaries Consolidated Cash Flow Statement 2016 and from January 1, 2015 to December 31, 2015

Accountant Audit Report

Audit Opinion

Basis for the Audit Opinion

Key Audit Items

Real Estate Revenue Recognition Time Frame

Item Description

Response Audit Procedures

－ Investment Using the Equity Method Construction Revenue Recognized from the Subsidiary Ta Chen Construction & Engineering Corp. of the － Subsidiary Chengshi Investment Holdings Co., Ltd. Evaluation on the Degree of Completion

Item Description

Response Audit Procedures

Other Matters–Mentioned in Audits by other Accountants

The Responsibilities of the Management Level and Governance Units for the Individual Financial Statements

Accountant's Responsibilities during the Audit of Individual Financial Statements

Prince Housing & Development Corporation Individual Asset Balance Sheet 2016 and December 31, 2015

Prince Housing & Development Corporation Individual Asset Balance Sheet 2016 and December 31, 2015

Prince Housing & Development Corporation Individual Comprehensive Income Statements 2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation Individual Statement of Changes in Equity 2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation

Individual Cash Flow Statement

2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation

Individual Cash Flow Statement

2016 and from January 1, 2015 to December 31, 2015

Prince Housing & Development Corporation

Surplus Distribution Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

Prince Housing & Development Corporation

Procedures for Handling Acquisition or Disposal of Assets Amendment Text Comparison Table

PHD AGM Information 2017

`－` Investment Using the Equity Method Construction Revenue Recognized from the Subsidiary Ta Chen Construction & Engineering Corp. of the `－` Subsidiary Chengshi Investment Holdings Co., Ltd. Evaluation on the Degree of Completion