Stock code: 2511

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Prince Housing & Development Corporation

Agenda Handbook for Regular Shareholders Meeting 2019

Date scheduled for regular shareholders meeting: June 21, 2019 (Friday), at 10:00 a.m. Venue to convene the regular shareholders meeting: No. 261 Nanmen Road, Tainan City (The Conference Hall on 1F of the Labor Recreational Center)

One. Meeting Procedure...................................................................... 1 Two. Meeting Agenda ......................................................................... 2 I.Management Presentation ................................................................... 3 II.Ratifications ..................................................................................... 5 III.Discussions ..................................................................................... 5 IV.Elections ......................................................................................... 6 V.Other proposals ................................................................................. 6 VI.Extemporary motions ....................................................................... 6 Three. Annexes I.2018 Annual Business Report ........................................................................................ 7 II.Audit Report of the Audit Committee .......................................................................... 8 III. Amendments Comparison Table of Regulations for Board of Directors Meeting of the Company (renamed to Rules of Procedure for Board of Directors Meetings) .......... 9 IV. Amendments Comparison Table of Ethical Corporate Management Best Practice Principles for the Company .......................................................................................... 10 V. Amendments Comparison Table of Procedures for Ethical Management and Guidelines for Conduct of the Company ........................................................................ 11 VI. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles for the Company ............................................................................................ 12 VII. Certified Public Accountant’s Audit Report and 2018 Annual Consolidated Financial Statements ..................................................................................................... 13 VIII. Certified Public Accountant’s Audit Report and 2018 Annual Consolidated Financial Statements ..................................................................................................... 24 IX.2018 Annual Profit Distribution Table ...................................................................... 34 X. Amendments Comparison Table of the Company’s Procedures for the Acquisition or Disposal of Assets ......................................................................................................... 35 XI. List of Candidates for Directors (including independent directors) of the Company46 XII. Waive of the restriction on the competition prohibition position details for the newly elected directors (including independent directors) ............................................ 47 Four. Appendices I.Rules of Procedure for the Board Meeting ................................................................... 49 II.Articles of Incorporation ............................................................................................. 53 III.Procedures for Election of Director ......................................................................... 59 IV.Stake of Directors ....................................................................................................... 61 V.Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE ......... 62

Prince Housing & Development corp.

Meeting Procedures for the 2019 Annual General Meeting of Shareholders

Calling the Meeting to Order

Chairman Takes Chair

Chairman Remarks

Management Presentation

Ratifications

Discussions

Election

Other proposals

Motions

Adjournment

Prince Housing and Development Corporation

Meeting Agenda for the 2019 Annual General Meeting of Shareholders

I. Time: 10:00 am, June 21 (Friday), 2019

II. Venue: Conference Room 1 (1st Floor of Labor’s Recreation Center), No. 261, Nanmen Rd., Tainan City 700, Taiwan

III. Calling the

Meeting to Order (report on the shares held by attending shareholders)

IV. Chairman’s

Remarks

Manageme

nt Presentation

(I) 2018 Annual Business Reports for the Company
(II) Review of 2018 Annual Final Report by the Audit Committee
(III) The Overall Amount of 2018 Endorsements and Guarantees Report of the company.
(IV) Status Report of the company's 2018 Annual Lending of Capital.
(V) Status Report on Corporate Bond Issuance
(VI) 2018 Report on the Distribution of Compensation for Employees and Directors.
(VII) Amendment report on the Regulations for Board of Directors Meeting of the Company (renamed to Rules of Procedure for Board of Directors Meetings).
(VIII) Amendment report on the Ethical Corporate Management Best Practice Principles for the Company.
(IX) Amendment report on the Procedures for Ethical Management and Guidelines for Conduct of the Company.
(X) Amendment report on the Corporate Social Responsibility Best Practice Principles for the Company
(XI) Other reports.

VI.

Ratification

(I) The ratification case of the company's 2018 annual business report and financial statements.
(II) The ratification case of the company's 2018 annual profit distribution.

Discussions

VII.

(I) Amendments to the Company’s Procedures for the Acquisition or Disposal of Assets are proposed for resolution.

VIII. Election

IX. Other proposals

(I) It is expected to waive the restriction on the directors' competition prohibition in accordance with Article 209 of the Company Act and submit resolution.
X. Extemporary motions
XI. Adjournment

Management Presentations

I. The company's 2018 Annual Business Report is reported for public review. Description: Please refer to Annex 1, on page 7 of this handbook for the 2018 Annual Business Report.

II. Review of 2018 Annual Final Report by the Audit Committee is reported for public review.

Description: Please refer to Annex 2 for the Audit Report of the Audit Committee (Handbook: 8).

III. The Overall Amount of 2018 Endorsements and Guarantees Report of the company.

As of December 31, 2018, the company's endorsements and guarantees for the reinvested business are as follows; it is reported for future verification.

(expressed in thousand NT Dollars)

Endorsed/guaranteed investee	Total amount of endorsements and guarantees at the end of the period	The amount of endorsements and guarantees actually disbursed.
The Splendor Hospitality International Co., Ltd.	1,900,000	1,900,000

IV. Status Report of the Company's 2018 Annual Lending of Capital. As of December 31, 2018, the company did not have any lending of capital; it is reported for future verification.
V. Status Report on Corporate Bond Issuance
(I) The first issuance amount of guaranteed ordinary corporate bonds in 2017 was NT$2 billion which was approved by the Taipei Exchange on June 12, 2017, with Zheng-Gui-Zhai-Zi document No. 10600150871; and the fundraising process was completed on June 19, 2017.
(II) The first issuance amount of guaranteed ordinary corporate bonds in 2018 was NT$2.5 billion which was approved by the Taipei Exchange on June 15, 2018, with Zheng-Gui-Zhai-Zi document No. 10700144711; and the fundraising process was completed on June 15, 2018.
VI. 2018 Report on the Distribution of Compensation for Employees and Directors: (I) Proceed in accordance with Article 32 of the Articles of Incorporation. (II) On the basis of the recommendation of the Remuneration Committee on the 7th meeting of the 3rd term which was approved on the 16th meeting of the 15th term for the Board of Directors, 3% was reserved

set-aside for the directors' remuneration and the total of NT$45,311,300 was distributed in cash.

(III) On the basis of the resolution of the 16th meeting of the 15th term for Board of Directors and the resolution of the 6th meeting of the 14th term for Board of Directors, the annual employees’ performance bonus and the amount of dividend distribution shall not exceed 10% of the annual pre-tax net profit. A total of NT$133,187,760 was distributed in cash for the year.
VII. Amendment report on the Regulations for Board of Directors Meeting of the Company (renamed to Rules of Procedure for Board of Directors Meetings): Description: Please refer to Annex 3 on page 9 of this handbook for the amendments comparison table of Regulations for Board of Directors Meeting of the Company (renamed to Rules of Procedure for Board of Directors Meetings); it is reported for future verification.
VIII. Amendment report on the Ethical Corporate Management Best Practice Principles for the Company:
Description: Please refer to Annex 4 on page 10 of this handbook for the amendments comparison table of Ethical Corporate Management Best Practice Principles for the Company; it is reported for future verification.
IX. Amendment report on the Procedures for Ethical Management and Guidelines for Conduct of the Company:
Description: Please refer to Annex 5 on page 11 of this handbook for the amendments comparison table of Procedures for Ethical Management and Guidelines for Conduct of the Company; it is reported for future verification.
X. Amendment report on the Corporate Social Responsibility Best Practice Principles for the Company:
Description: Please refer to Annex 6 on page 12 of this handbook for the amendments comparison table of Corporate Social Responsibility Best Practice Principles for the Company; it is reported for future verification.

XI. Other reports:

Related information of shareholders’ proposals and nomination of director candidates by shareholders who hold one percent or more of the total number of issued shares of the Company.
Description: According to Articles 172-1 and 192-1 of the Company Act, the shareholders who hold one percent or more of the total number of issued shares can submit a written proposal and a proposed roster of director candidates to the company for discussion at a meeting of shareholders. The date for

accepting shareholders’ proposals and nomination of director candidates is from April 15 to April 25, 2019. The Company did not receive any proposal or nomination of director candidates by shareholders during the abovementioned period.

Ratifications

Case 1: Please ratify the case of the company's 2018 annual business reports and financial statements (proposed by the board of directors).

Description: The 2018 annual final accounting books and statements of the company were approved by the 16th meeting of the 15th term of the Board of Directors in 2019 and submitted to the Audit Committee for audit and verification; please ratify.

(Please refer to Annex 1 on page 7, and Annexes 7 and 8 on pages 13 to 33)

Resolution:

Case 2: Please ratify the case of the company's 2018 annual profit distribution (proposed by the board of directors).

Description: 1. The 2018 annual profit distribution of the company was approved by the 16th meeting of the 15th term of the Board of Directors in 2019 and submitted to the Audit Committee for audit and verification.

Cash dividend will be NT$0.65 per share. The chairman shall be authorized to handle and adjusted changes in the dividend as a result of the impact on the number of shares circulated in the market due to share buyback; or transfer, conversion and cancellation of treasury shares, issuance of new shares for capitalization.
The 2018 annual profit distribution of the company is detailed in the Profit Distribution Table.

(Please refer to Annex 9 on page 34 of this handbook)

Resolution:

Discussions

Case 1: Amendments to the Company’s Procedures for the Acquisition or Disposal of Assets are proposed for resolution (by the board of directors). Please refer to the Amendments Comparison Table on pages 35 to 45 in Annex 10 of this handbook.

Resolution:

Elections

Case: The election of the 16th term of the directors of the company was proposed for election.
Description: 1. The 15th term of the company's directors has expired on June 20, 2019.
1. On the basis of Article 17 of the Articles of Incorporation of the Company, 15 directors shall be elected, including 3 independent directors and the election shall adopt the nomination system.
2. Shareholders shall be select the directors and independent directors from the list of candidates for directors and independent directors, please refer to page 46 in Annex 11 of this handbook for their qualifications, experience and other related information.
3. The new 16th term of directors (including independent directors) will have a term of service for three years, from June 21, 2019 to June 20, 2022.

Election results:

Other proposals

Case: Restriction on the directors' (including independent directors) competition prohibition (proposed by the board of directors) in accordance with Article 209 of the Company Act.

Description:

I. On the basis of the regulations of Article 209 of the Company Act: Directors shall report to the meeting of shareholders the important content of their actions and obtain their permission for the actions that were taken for themselves or others who are within the company's business scope.
II. The current corporate directors, Mr. Alex C. Lo, Ms. KAO, HSIU-LING and Mr. WU, TSUNG-PIN, whose concurrent position at other companies have changed, it is proposed to waive their restriction on the directors' competition prohibition without impacting the interests of the company.
III. Please refer to pages 47 to 48 in Annex 12 of this handbook for waive of the restriction on the competition prohibition position details for some representatives of corporate directors.

Resolution:

Motions

Adjournment

Annex 1

Business Report

I. 2018 Business Report

In review of year 2018, the black swan effect still remains its impact on the global economy which had resulted in volatile trading in the global stock markets and oil prices, as well as the crisis in EU. In addition, the China-United States trade war is disruptive for the world economy and global financial markets. As for the domestic market, the nine-in-one election ended at the end of last year and the uncertain factors during the election were eliminated. The sit on the fence buyers before the election have returned to the market and the market has been gradually recovering.

In the real estate market, the unfavorable factors such as the increasing of interest rates, the declining of child birth rate and restriction in the tax system, have impacted the economic growth and the housing market. However, the Company still remains its entrepreneurship spirit which is providing customers with excellent design and quality products during the economic upswing, and providing customers with competitiveness edge and high price– performance-ratio products during the economic downfall. In recent years, the general public pays close attention to the issues in regard to earthquake and air pollution. The Company is continuously dedicated to improving its research and development, and we are committed to build a safe and secure home for our consumers. Our objectives are to create a smart, healthy, high quality and secure house with the element of cultural creativity, technology and art. Moreover, we diversify our reinvested business development in recent years, including the Uni-President International Tower, the W hotels, and the student dormitories at the National Taiwan and Cheng Kung University, which have brought stable rental revenue to the Company every year.

The construction projects that are completed this year include: Prince Hua-Wei in Taipei; PRINCE XIAN HENG, Prince County, W Epoch and Prince Hsin Fu in Taichung; Prince Jum Fon Huei and Prince WIN2-FUTURE in Tainan; and Prince Cloud Zone C in Kaohsiung. The company's annual revenue is NT$6.485 billion and the net profit of the period is NT$1.252 billion; the consolidated revenue is NT$11.855 billion and the consolidated net profit is NT$1,243 million.

II. Summary of the Current Business Plan

Looking forward to 2019, there will be still three black swan events, as witnessed by examples of the United States-China trade war, interest rate rise and the negative yield rate in the United States, all of which indicate the incoming of global economic storm. The United States-China trade war is the biggest economic uncertainty to the global financial markets. It not only affects the entire economy of the two sides of the Taiwan strait, but also affects the development of the real estate market in Taiwan. Furthermore, the incoming presidential election in 2020 will certainly affect the overall domestic economy to some extent.

As for the real estate market, the housing market has gradually stabilized

after the nine-in-one election. However, the three factors that will impact the future housing market include the high surplus amount of housing, high issuance of building occupation permits, and high issuance of future construction licenses, all of which will affect the recovery of the market and overall development of the housing market. However, the extension of the youth loan policy for two years and the fixed floating interest rate of 1.68% is offered to the first-time house purchaser, which are expected to effectively facilitate the development of the market. Moreover, the Company adopts a strategy of steady promotion on housing projects and we continuously improve our intelligent monitoring system for the reality management during the downturn period of the economy and housing market, so that we can effectively control the cost and enable more consumers to enjoy this system. At the same time, we also actively cultivate talents through educational trainings, to enhance the competitiveness of our employees and prepare for the future challenge in the industry. The construction projects of the Company that are expected to be completed in 2019 include: W Prince in Taipei and the project in Shuanglin section of ZhonglI. As for the reinvested business, in addition to continuously improve the business effectiveness of the hotel and the school dormitory, the Company has completed the acquisition of the hotel business for the future individual IPO of each business entity. The overall human resources are expected to be effectively integrated and thus the entire business operational efficiency can be enhanced.

III. Future Development Strategy

The company has been dedicated and committed to constructing wonderful houses that suit for each one of our customers. We hope our human-factors engineering construction projects can offer excellent feng-shui houses with warmth and intelligence to all of the Prince’s customers. At present, the fifteen directors (including three independent directors) in the Company's board of directors have experience in professional finance, accounting and business administration. Their responsibilities include appoint and supervise the Company's management team to protect the rights and interests of stakeholders and optimize the profits for shareholders. In the future, the specific promotion proposals will be stipulated to fulfill the inelastic demand of the market. The chairman Mr. Lo also proposes the business philosophy of

“three-product-elements enterprise”, which integrates the three product elements including the characteristic, brand image and unique taste into the Company's long-term vision.

Chairman: Alex C. Lo President: HSIEH,MING-FAN CAO: TAI,TA-CHANG

Annex 2

Prince Housing & Development corp. Audit Report by the Audit Committee

This is to approve that

The Board of Directors have prepared and submitted the 2018 Annual Business Report, 2018 Financial Statements and 2018 Proposal for Profit Distribution. The 2018 Annual Financial Statements have been approved by PwC Taiwan’s certified public accountant WU, CHIEN-CHIH and WANG, KUO-HUA who have also issued an audit report. After auditing the Business Report, Financial Statements and Proposal for Profit Distribution, this Committee found no non-conformities and thus issued this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

2019 Annual General Meeting of Shareholders for Prince Housing and Development Corporation

Prince Housing & Development corp.

The convener of the Audit Committee. HSU, SHENG-TSAI

May 7, 2019

Annex 3

Prince Housing & Development corp.

Amendments Comparison Table of Rules of Procedure for Board of Directors Meetings

of Directors Meetings	of Directors Meetings
Before Amendment		After Amendment		Description
Name of the regulation	Prince Housing & Development corp. Regulationsfor Board of Directors Meeting	Name of the regulation	Prince Housing & Development corp. Rules of Procedurefor Board of Directors Meetings	In accordance with Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. The name of the regulation was amended.
Article 1	The regulations are stipulated according to the regulations of Paragraph 8, Article 26-3	Article 1	For the purpose of creating a well governance system, enhancing the supervision	In accordance with Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. The basis for the establishment of the Rules of Procedure was amended.
	of the Securities and Exchange Act (hereinafter		function and reinforcing the management mechanism for the board of directors of the Company, the Rules of Procedure is created according to Article 2 of the“Regulations Governing Procedure for Board of Directors Meetings of Public Companies”.
	referred to as the Regulations).
Article 2	The main contents of the board of directors meeting of the Company, the operating procedures, the matters to be recorded in the meeting minutes, the announcements and other matters need to be followed shall be conducted in accordance with theRegulations.	Article 2	The main contents of the board of directors meeting of the Company, the operating procedures, the matters to be recorded in the meeting minutes, the announcements and other matters need to be followed shall be conducted in accordance with the Regulationsof	The name of the regulation was amended according to the name of the Rules of Procedure

Prince Housing & Development corp.

Amendments Comparison Table of Rules of Procedure for Board of Directors Meetings

of Directors Meetings	of Directors Meetings
Before Amendment		After Amendment		Description
			the Rules of Procedure.
Article 13	The board of directors meeting shall be conducted according to the scheduled agenda of the meeting notice. However, it may be changed with the approval of an affirmative vote of a majority represented by the attending directors. The chair may not declare the meeting adjourned without the approval of an affirmative vote of a majority represented by the attending directors. At any time during the course of a board of directors meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Paragraph 1 shall apply mutatis mutandis.	Article 13	The board of directors meeting shall be conducted according to the scheduled agenda of the meeting notice. However, it may be changed with the approval of an affirmative vote of a majority represented by the attending directors. The chair may not declare the meeting adjourned without the approval of an affirmative vote of a majority represented by the attending directors. At any time during the course of a board of directors meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Paragraph 1 of the preceding article shall applymutatis mutandis.	It was added in accordance with Article 13 of Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
Article 19	The amendments to the Regulationsshall be resolved by the board of directors and they shall be reported to the shareholders' meeting.	Article 19	The amendments to the Rules of Procedureshall be resolved by the board of directors and they shall be reported to the shareholders' meeting.	The name of the regulation was amended according to the name of the Rules of Procedure

Annex 4

Prince Housing & Development corp. Amendments Comparison Table of Ethical Corporate Management Best Practice Principles Comparison table for the procedures

	Before Amendment		After Amendment	Description
Article 1	The Company has stipulated this Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” to create an ethical corporate management culture and a well risk control mechanism to facilitate the sustainable operations and development of the Company. The subsidiaries of the Company and business groups	Article 1	The Company has stipulated this Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” to create an ethical corporate management culture and a well risk control mechanism to facilitate the sustainable operations and development of the Company. The scope of the Best Practice Principles is applicable to the subsidiaries of the Company and business groups and organizations of the Company,	Refer to the amendment to the first article of “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.”
	and organizations of the Company and other institutions or juridical persons
			which comprise its subsidiaries, any foundation to
	which are substantially controlled by such company, should create their own regulations for ethical corporate management.
			which the TWSE/GTSM listed
			company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions
			or juridical persons which are substantially controlled by such company.

Annex 5

Prince Housing & Development corp. Amendments Comparison Table of Procedures for Ethical Management and Guidelines for Conduct Comparison table for the procedures

	Before Amendment		After Amendment	Description
Article 1	The Company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct are adopted according to the regulations of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies “and the applicable laws and regulations, with a view to providing all personnel of the Company with clear directions for the performance of their duties. All subsidiaries of the Company and other group enterprises and organizations, such as institutions or legal persons, substantially controlled by the Company, shall be based on these Procedures and create their own	Article 1	The Company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct are adopted according to the regulations of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies “and the applicable laws and regulations, with a view to providing all personnel of the Company with clear directions for the performance of their duties. The scope of application of these Procedures and Guidelines includes the subsidiaries of the Company, any incorporated foundation in which the Company’s accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the	It was amended according to Article 1 of “Procedures for Ethical Management and Guidelines for Conduct for TWSE/GTSM Listed Companies”
	Procedures for Ethical Management and Guidelines for Conduct
			foundation, and other group enterprises and organizations, such as institutions or legal persons, substantially controlled by the Company.

Annex 6

Prince Housing & Development corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison table for the procedures

Before Amendment	Before Amendment		After Amendment	Description
Article 5	The Company should refer to the “Corporate Governance Best Practice Principles for TWSE/TPEX Listed Companies” and “Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies,” to create effective corporate governance frameworks and relevant ethical standards and matters so as to enhance corporate governance.	Article 5	The Company should refer to the “Corporate Governance Best Practice Principles for TWSE/TPEX Listed Companies,” “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and “Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies,” to create effective corporate governance frameworks and relevant ethical standards and matters so as to enhance corporate governance.	It was amended according to Article 6 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies on July 28, 2016.
Article 6	The board of directors of the Company shall exercise the due care of good administrators to urge the company to perform its corporate social responsibility initiatives, examine the results of the implementation from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies. The board of directors of the Company is advised to include the following matters, in the company's performance of its corporate social responsibility initiatives: (I) Identifying the Company's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines. (II) Making corporate social responsibility the guiding principle of the company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives. (III) Enhancing the timeliness and accuracy of the disclosure of corporate	Article 6	The board of directors of the Company shall exercise the due care of good administrators to urge the company to perform its corporate social responsibility initiatives, examine the results of the implementation from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies. The board of directors of the Company is advised to givefull consideration to the interests of stakeholders, including the following matters, in the company's performance of its corporate social responsibility initiatives: (I) Identifying the Company's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines. (II) Making corporate social responsibility the guiding principle of the company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives. (III) Enhancing the timeliness and accuracy of the	It was added in accordance with Article 7 of Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies announced on July 28, 2016.

Prince Housing & Development corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison table for the procedures

Before Amendment	Before Amendment		After Amendment	Description
	social responsibility information. The board of directors of the Company shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of a TWSE/GTSM listed company, and to report the status of the implementation to the board of directors. The implementation procedures and the responsible person for each relevant issue shall be specific and clear.		disclosure of corporate social responsibility information. The board of directors of the Company shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of a TWSE/GTSM listed company, and to report the status of the implementation to the board of directors. The implementation procedures and the responsible person for each relevant issue shall be specific and clear.
Article 2 0 - 1		Article 2 0 - 1	The Company shall treat customers or consumers of its products or services in a fair and reasonable manner, including fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness	It was added in accordance with Article 22-1 of Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies announced on July 28, 2016.
			of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. The Company shall also develop the relevant strategies and specific measures for the implementation.
Article 2 5	The Company shall assess the impact of its business operations on the community, and employ suitable personnel from the location of the business operations, to enhance its community acceptance. The Company must participate in events held by citizen organizations, charities andlocal government agencies relating to community development and community education to promote community development, through the commercial activities,endowments, volunteering service or other charitable professional services etc.	Article 2 5	The Company shall assess the impact of its business operations on the community, and employ suitable personnel from the location of the business operations, to enhance its community acceptance. The Companyshall dedicate resources to organizations that commercially resolve social or environmental issuesor participate in events held by citizen organizations, charities and government agencies relating to community development and community education to promote community development, through theequity investment, commercial activities, endowments, volunteering service or other charitable	It was amended in accordance with Article 27 of Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies announced on July 28, 2016.

Prince Housing & Development corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison table for the procedures

	Before Amendment		After Amendment	Description
			professional services etc.

Annex 7

CPA Audit Report (2019) Cai-Shen-Bao-Zi No. 18003569

Prince Housing and Development Corporation:

Audit Opinion

Prince Housing and Development Corporation and its subsidiaries’ (hereinafter referred to as “Prince Housing Group”) consolidated balance sheet as of December 31 of 2018 and 2017, and the consolidated statement of comprehensive income for the period from January 1 to December 31 of 2018 and 2017, the consolidated statement of changes in equity, the consolidated cash flow statement and notes to the consolidated financial statements (including the summary of major accounting policies) are reviewed by PwC Taiwan’s certified public accountants.

On the basis of the accountant’s opinion, in view of the audit results and the audit report of other accountants (please refer to the section of other matters), the major parts of the preceding consolidated financial statements are prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretation announcement which can be used to represent the consolidated financial status of the Prince Housing Group as of December 31 of 2018 and 2017, as well as the consolidated financial performance and the consolidated cash flow for the period from January 1 to December 31 of 2018 and 2017.

Basis of Audit

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Accounting Principles (GAAP) of the Republic of China. Under these standards, the accountants are responsible to further explain the accountability of the accountants on auditing the consolidated financial statements. In accordance with the independence requirements of the firm, we have required staff to maintained independence from Prince Housing Group and carried out their duties with respect to The Norm of Professional Ethics for Certified Public Accountant of ROC. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinions.

Key Audit Items

On the basis of the professional judgments of the accounts, the key audit items refer to the most important items in the audit process of the 2018 annual consolidated financial statements of the Prince Housing Group. While such items have been addressed when auditing the overall consolidated financial statements and the formation opinions, we will not express opinions on any particular items.

The key audit items in the 2018 consolidated financial statements of the Prince Housing Group are as follows:

Recognition time point of realty sale revenue

Description

Please refer to Note 4 (29) of the consolidated financial statements for the accounting policy of sales revenue. Please refer to Note 6 (23) of the consolidated financial statements for the description of accounting items. The real estate sales revenue of the Prince Housing Group in 2018 is NT$ 6,164,207, which accounts for 52.00% of the consolidated business operation revenue.

Sales revenues of the Group were recognized after transferring into costs and recognizing as profit/loss after the ownership transfer and the actual handover of property. As properties are sold to individual buyers, the accounting workflow often involves various handbook operating procedures including the transfer of ownership transfer and handover data among departments. This results in the appropriate time point of recognition near the closing date of the financial report period. Hence, we have set the recognition time point of sales revenues as one of the important audit items.

Responsive Audit Procedures

In response to the said key audit items, we have implemented the following responsive procedures:

To discern and assess the internal control procedures for the management’s recognition of revenue from realty sale; and to test if the process of recognition time point of realty sale is effectively implemented, including cross-examining the dates of ownership transfer and handover and the accuracy of accounting time point.
A cut-off test was conducted on the realty sale conducted within a particular period before and after the closing date of near the end of the financial report period. The test included cross-examining evidence including the land and building registration transcripts, realty deeds, and handover agreements signed by customers to verify if the revenue from realty sale was registered at the appropriate time.

Recognition of revenues from construction projects—Assessment of completion schedule

Description

Please refer to Note 4 (29) and 5 (2) of the individual financial statements for the accounting policy of construction contract and revenue recognition. Please refer to Note 6 (23) of the individual financial statements for the description of accounting items. The engineering project revenue of the Prince Housing Group in 2018 is NT$ 1,772,016, which accounts for 14.95% of the consolidated business operation revenue.

The revenues of the construction service offered by the Group are recognized according to the status of completion during the contract period. The status of completion has been calculated according to the percentage in the estimated total construction cost of the incurred cost by the closing date of financial report period of each project. The estimated total construction cost is based on the cost breakdown sheet produced according to the owner’s master design drawings and in consideration of increase or decrease of construction quantity resulted from an engineering change and the construction price and cost indices to estimate the costs invested in an outsourced contract, including labor and materials.

Due to the complexity of items for estimating the said total costs and frequent subjective judgments, high uncertainties are common, and the estimation of the total cost will affect the status of completion and the recognition of revenue from construction. Hence, we have set the estimation of the status of completion as one of the important items for auditing the Group’s revenue from construction.

Responsive Audit Procedures

In response to the said key audit items, we have implemented the following responsive procedures:

To discern the nature of operations and industry of the Group; assess the fairness of the internal operating procedures for estimating the total construction cost, including the procedures for determining the labor and material costs of individual project items; and examine the consistency of the estimation method.
To assess and test the internal control procedures affecting the change in the estimation of the total cost, including cross-examining the evidence regarding the increase or decrease of project items and important project estimates.
To interview supervisors and other appropriate staff for projects still under progress during the interview.
To obtain the profit and loss statement to implement related empirical procedures, including spot check of costs incurred in the period with the appropriate receipts (vouchers), spot check of the increase or decrease of project items with related evidence, and re-check of the percentage of project completion.

Others: Audits of other accountants

The financial reports of some subsidiaries and investments accounted for under the equity method included in the Group’s Consolidated Financial Statement were audited by other accountants. Hence, the opinions we expressed in the said Consolidated Financial Statement for the amounts listed in the financial statements of such companies has been made in accordance with the audit reports of other accountants. The total assets of the abovementioned companies (including the investments with the equity method) were NT$ 542,162 and NT$ 580,967 in thousands, respectively, which accounted for 1.07% and 1.16% of the total consolidated assets, respectively. The net operating revenue was NT$0 and NT$418 in thousands for the period from January 1 to December 31 of 2018 and 2017, respectively, and both of which accounted for 0% of the net consolidated operating revenue. The comprehensive income of the preceding investments with the equity method for the period from January 1 to December 31 of 2018 and 2017, were NT$2,623 and NT$21,888 in thousands, respectively, which accounted for 0.25% and 1.87% of the consolidated comprehensive income respectively.

Other matters – individual financial reports

Prince Housing and Development Corporation has prepared the individual financial reports for 2018 and 2017, and they have been audited with reports issued by the accountants without any withholding comments which are prepared and available for reference.

Responsibility for the Consolidated Financial Statements of the Management

and Governance Units

It is management’s responsibility to produce fairly expressed consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretations approved by FSC and to maintain the necessary internal controls relating to the production of such consolidated financial statements in order to ensure that no significant, untrue expressions as a result of corruption or errors are found in the consolidated financial statements.

When producing consolidated financial statements, it is also the management’s responsibility to assess the Group’s capacity to maintain business continuity, disclosure of related information, and choice of accounting basis for business continuity, except when the Group intends to liquidate or shut down operations, or there is no other feasible alternative other than liquidation or closure.

It is the responsibility of the Group’s governance units (including the Audit Committee) to supervise the workflow of financial reporting.

Accountant’s responsibility for auditing consolidated financial statements

It is our responsibility to audit the Group’s consolidated financial statements to provide reasonable assurance in an audit report that no significant, untrue expression as a result of corruption or errors is found in such consolidated financial statements. Reasonable assurance refers to high assurance. However, the detection of significant, untrue expressions in the consolidated financial statements is not guaranteed when audits are implemented based on the GAAP of the Republic of China. Untrue expression as a result of corruption or errors Untrue expressions of individual amounts or sums are significant when they can reasonably affect the economic policy made by the users off consolidated financial statements.

When auditing based on the GAAP of the Republic of China, we have applied professional judgments and maintained professional doubts. Other tasks of accountants

To identify and assess significant, untrue expressions of risks as a result of corruption or errors in consolidated financial statements; to plan and implement appropriate countermeasures for the risks assessed; and obtain adequate and appropriate audit evidence as the basis for making audit expressions. While corruption may involve collusions, forgeries, willful omissions, untrue declarations, or overstep of internal controls, the risk caused by significant, untrue expressions as a result of corruption is higher than that of errors.
To understand internal controls required for audits in order to design audit procedures appropriate to the situation of audit, provided that such an understanding does not intend to express opinions on the effectiveness of the Group’s internal controls.
To assess the suitability of the accounting policy adopted by the management and the fairness of its accounting estimation and related disclosures.
To conclude if there are significant uncertainties regarding the suitability of the accounting basis adopted by the management to maintain business continuity and the potential significant doubtful incidents or situations within the Group’s capacity to maintain business continuity based on the obtained audit evidence. After determining that there are

significant uncertainties in such incidents or situations, we shall remind in the audit report the users of such consolidated financial statements to pay attention to related disclosures in such consolidated financial statements, or shall we express a modified opinion where such disclosures are inappropriate. We have made conclusions based on the audit basis obtained by the audit report date. However, future incidents or situations may incapacitate the Group from business continuity.

To assess the overall expression, structure and contents of consolidated financial statements (including related notes) and the fair expression of related transactions and incidents in such consolidated financial statements.
To gather adequate and suitable audit evidence of the financial information of individuals within the Group to express opinions on the consolidated financial statements. We are responsible to instruct, supervise and implement the audit of the Group and conclude the audit opinions on the Group.

We have communicated the government units on items including the scope and time planned for the audit and important audit findings (including the significant defects identified through internal control during the audit).

We have also provided the governance units with the statement of independence of our staff made in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China. We have also communicated with the governance units on the relations and other items (including related protective measures) that may affect the independence of accountants.

The accountant decides the key audit items for auditing the 2018 annual consolidated financial statements of the Prince Housing Group according to the matters discussed and communicated with the governing units. We have also specified in the audit report that we will not communicate specific items in the audit report when there are reasons to believe that such communication may cause negative impacts more than positive public interest, except for specific items not allowed for disclosures by law or under extremely rare circumstances.

PwC Taiwan

WU, CHIEN-CHIH

CPA

WANG, KUO-HUA

Financial Supervisory Commission Approval document: Jin-Guan-Zheng-Shen-Zi No. 1030027246

Formerly Securities and Futures Management Committee of the Ministry of Finance Approval document: (1998) Tai-Cai-Zheng-(VI)-Zi No. 68790

March 20, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2017 and December 31, 2018

				(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)
			December 31, 2018 December 31, 2017
	Assets	Note		Amount %		Amount	%
	Current Assets
1100	Cash and cash equivalents	6(1)	$	3,968,253	8 $	4,221,849	8
1110	Financial assets at fair value through profit or loss, current	6(2) and 8		1,524,269	3	839,107	2
1140	Contract assets - current	6(23)		616,853	1	-	-
1150	Notes receivable net	6(4)		72,170	-	97,488	-
1170	Accounts receivable net	6(4)		1,715,273	4	694,776	1
1180	Accounts receivable net, related parties	6 (4) and 7		27,793	-	14,190	-
1190	Construction contract accounts receivable	12(5)		-	-	370,577	1
1200	Other receivables			99,502	-	70,738	-
1220	Current tax assets			-	-	85,945	-
130X	Inventories	6 (5) and 8		21,958,127	43	22,062,479	44
1410	Pre-payments			318,246	1	255,599	1
1476	Other financial assets, current	8		970,839	2	1,354,298	3
1479	Other current assets, others	6(6)		44,254	-	230,645	-
11XX	Total current assets			31,315,579	62	30,297,691	60
	Non-current assets
1510	Financial assets at fair value through profit or loss, non-current	6(2) and 8		78,906	-	78,552	-
1517	Financial assets at fair value through other comprehensive income - non-current6 (3) and 8			1,792,162	4	-	-
1523	Available-for-sale financial assets, non-current	8 and 12(4)		-	-	1,133,158	2
1543	Financial assets measured at cost, non-current	8 and 12(4)		-	-	855,030	2
1550	Investments accounted for under the equity method	6(7) and 8		1,847,468	4	1,830,246	4
1600	Property, plant and equipment	6(8) and 8		6,226,443	12	6,422,886	13
1760	Investment property amount net	6(9) and 8		5,777,841	11	5,867,885	12
1780	Intangible assets	6(10)		2,118,323	4	2,179,473	4
1840	Deferred tax assets	6(28)		141,697	-	123,531	-
1920	Refundable deposits	7 and 9		255,028	1	597,736	1
1980	Other current assets, non-current	8		1,121,692	2	811,057	2
1990	Other non-current assets, others			80,464	-	77,880	-
15XX	Total non-current assets			19,440,024	38	19,977,434	40
1XXX	Total assets		$	50,755,603 100 $		50,275,125	100

(Cont’d)

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2017 and December 31, 2018

(Expressed in thousand NT Dollars)

Liabilities and Equity Note	December 31, 2018	December 31, 2017
	Amount % $ 990,000 2 401,734 1 910,919 2 4,885 - 2,804,917 6 - - 1,083,613 2 85,953 - 68,155 - 114,280 - 3,643,297 7 95,888 - 10,203,641 20 4,500,000 9 9,799,357 19 87,196 - 307,672 1 721,633 2 551,632 1 72,352 - 136,162 - 198,077 - 16,374,081 32 26,577,722 52 16,233,261 32 2,260,513 5 1,933,605 4 2,660,209 5 788,031 1 ( 1,003) - 23,874,616 47 303,265 1 24,177,881 48 $ 50,755,603 100	Amount % $ 860,000 2 1,055,558 2 - - 17,167 - 2,305,347 5 10,202 - 1,008,891 2 64,651 - 18,396 - 1,264,324 3 8,688,322 17 52,402 - 15,345,260 31 2,000,000 4 6,596,153 13 99,539 - 320,839 1 744,346 2 571,727 1 92,774 - 136,198 - 191,637 - 10,753,213 21 26,098,473 52 16,233,261 32 2,260,513 5 1,805,495 3 2,589,627 5 974,377 2 ( 1,003) - 23,862,270 47 314,382 1 24,176,652 48 $ 50,275,125 100
Current liabilities 2100 Short-term loans 6(11) and 8 2110 Short-term notes and bills payable 6(12) and 8 2130 Contract liability - current 6(23) 2150 Notes payable 2170 Accounts payable 2190 Construction contract accounts payable 12(5) 2200 Other payables 2220 Other payables, related parties 7 2230 Current tax liabilities 2310 Unearned receipts 6(13) 2320 Current portion of long-term liabilities 6 (14) (15) and 8 2399 Other current liabilities, others 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 6 (14) 2540 Long-term loans 6(15) and 8 2550 Provisions, non-current 6(16) 2570 Deferred tax liabilities 6(28) 2610 Long-term notes and accounts payable 2620 Long-term notes and accounts payable, related parties 7 2640 Defined benefit liabilities net, non-current 6(17) 2645 Deposit received 2670 Other non-current liabilities, other 6(7) 25XX Total non-current liabilities 2XXX Total liabilities Equity attributed to the stockholders of the parent Share capital 3110 Common stock 6(18) Additional paid-in capital 6(19) 3200 Additional paid-in capital Retained earnings 6(20) 3310 Legal reserve 3350 Unappropriated earnings Other components of equity 6(21) 3400 Other components of equity 3500 Treasury stocks 6(18) 31XX Total equity attributed to the stockholders of the parent company 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized commitments 9 3X2X Total liabilities and equity

The Note to Consolidated Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together.

Chairman : Alex C. Lo

President: HSIEH,MING-FAN

CAO: TAI,TA-CHANG

P rince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income from January 1 to December 31 of 2018 and 2017

			(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)
			(Except for EPS		expressed in	NTD)
			2018		2017
	Item	Note	Amount	%	Amount	%
4000	Revenues	6 (23), 7 and 12
		(5)	$11,855,207 100		$10,988,980 100
5000	Operating costs	6 (5)(10)(27)	( 8,492,700	)( 72) (7,722,731		)(70 )
5900	Gross margin		3,362,507	28	3,266,249	30
	Operating expenses	6 (10)(27) and 7
6100	Marketing expenses		( 468,644	) ( 4 )	( 325,523	)(3 )
6200	Administrative expenses		( 1,835,151	) ( 15 ) ( 1,862,621		)(17 )
6450	Expected credit impairment profit	12 (2)	121	-	-	-
6000	Total operating expenses		( 2,303,674	) ( 19) (2,188,144		)(20 )
6900	Income from operations		1,058,833	9	1,078,105	10
	Non-operating income and expenses
7010	Others	6(24)	272,618	2	219,358	2
7020	Other gains and losses	6 (2) (25)	217,279	2	157,467	1
7050	Financial costs	6 (5) (26)	( 218,351	) ( 2 ) ( 171,106		)(2 )
7060	Share of profit of associates and joint ventures accounted for	6(7)
	under the equity method		39,029	1	56,018	1
7000	Total non-operating income and expenses		310,575	3	261,737	2
7900	Net income before tax		1,369,408	12	1,339,842	12
7950	Income tax expenses	6(28)	( 125,531	)( 1)	( 75,021	) -
8200	Net income		$1,243,877	11	$1,264,821	12

(Cont’d)

P rince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income from January 1 to December 31 of 2018 and 2017

(Expressed in thousand NT Dollars) (Except for EPS expressed in NTD)

				2018		2017
	Item	Note		Amount	%	Amount	%
	Other comprehensive income
	Items that will not be re-classified into profit and loss
8311	Re-measurement of defined benefit plans	6(17) $		623	- ($	13,869)	-
8316	Unrealized profit and loss on the equity instrument investments at fair value	6(3)
	through other comprehensive income		(	210,990) ( 2)		-	-
8320	Share of other comprehensive income of affiliates and joint ventures accounted
	for under the equity method-Items that will not be re-classified into income		(	255)	-	5,748	-
8349 Income tax relating to Items that will not be re-classified		6(28)(		136)	-(	122)	-
8310	Items that will not be reclassified into profit or loss		(	210,758) ( 2)(		8,243)	-
	Items that will be reclassified into profit or loss
8362	Unrealized gains/(losses) on available-for-sale financial assets	12(4)		-	-(	83,893)( 1)
8360	Total amount of items that will be reclassified into profit or loss			-	-(	83,893)( 1)
8300	Other comprehensive income (net)		($	210,758)( 2)($		92,136)( 1)
8500	Total comprehensive income		$1,033,119		9$1,172,685		11
	Net profit (loss) attributed to:
8610	Stockholders of the parent company		$1,252,655		11 $1,281,101		12
8620	Non-controlling interest		(	8,778)	-(	16,280)	-
			$1,243,877		11$1,264,821		12
	Total comprehensive income attributed to:
8710	Stockholders of the parent company		$1,041,897		9 $1,188,965		11
8720	Non-controlling interest		(	8,778)	-(	16,280)	-
			$1,033,119		9$1,172,685		11
	EPS	6(29)
9750	Basic		$	0.77$		0.79
9850	Diluted		$	0.76 $		0.78

The Note to Consolidated Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together.

Chairman : Alex C. Lo

President: HSIEH,MING-FAN

CAO: TAI,TA-CHANG

Note			Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Changes in Equity from January 1 to December 31 of 2018 and 2017(expressed in thousand NT Dollars) Equityattributed to the stockholders of theparent	Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Changes in Equity from January 1 to December 31 of 2018 and 2017(expressed in thousand NT Dollars) Equityattributed to the stockholders of theparent				Total equity

	Common stock Additional paid-in capital	Retained earnings		Otherequity		Treasury stocks	Total
		Legal reserve Unappropriated earnings	The exchange difference in the conversion of financial statements of foreign business institutions	Unrealized profit and loss on the financial assets at fair value through other comprehensive income	Unrealized gains/(losses) on available-for-sale financial assets
$ 16,233,261 $ 2,260,513 $ 1,644,576 $ 3,101,014 6(29) - - - 1,281,101 6 (17) (21) and 12(4) - - -( 8,243) - - - 1,272,858 - - 160,919( 160,919) 6(20) - - -( 1,623,326) $ 16,233,261 $ 2,260,513 $ 1,805,495 $ 2,589,627 $ 16,233,261 $ 2,260,513 $ 1,805,495 $ 2,589,627 6(21) and 12(4) - - - - 16,233,261 2,260,513 1,805,495 2,589,627 6(29) - - - 1,252,655 6 (3) (17) (21) - - - 232 - - - 1,252,887 - - 128,110( 128,110) 6(20) - - -( 1,055,162) 6 (3) (21) - - - 967 - - - - $ 16,233,261 $ 2,260,513 $ 1,933,605 $ 2,660,209 The Note to Consolidated Financial Statem			( $ 48 ) $ - - - - - - - - - - - ( $ 48 ) $ - ( $ 48 ) $ - - 1,000,036 ( 48 ) 1,000,036 - - - ( 210,990 ) - ( 210,990 ) - - - - - ( 967 ) - - ( $ 48 ) $ 788,079 ents appended to the statements form part of the Consolidated Financial State President:HSIEH,MING-FAN		$ 1,058,318 - ( 83,893 ) ( 83,893 ) - - $ 974,425 $ 974,425 ( 974,425 ) - - - - - - - - $ - ments. Please read together.	($ 1,003) $ 24,296,631 $ 330,662 $ 24,627,293 - 1,281,101 ( 16,280) 1,264,821 - ( 92,136) - ( 92,136 ) - 1,188,965 ( 16,280) 1,172,685 - - - - - ( 1,623,326) - ( 1,623,326 ) ($ 1,003) $ 23,862,270 $ 314,382 $ 24,176,652 ($ 1,003) $ 23,862,270 $ 314,382 $ 24,176,652 - 25,611 - 25,611 ( 1,003) 23,887,881 314,382 24,202,263 - 1,252,655 ( 8,778) 1,243,877 - ( 210,758) - ( 210,758 ) - 1,041,897 ( 8,778) 1,033,119 - - - - - ( 1,055,162) - ( 1,055,162 ) - - - - - - ( 2,339)( 2,339 ) ($ 1,003) $ 23,874,616 $ 303,265 $ 24,177,881 CAO:TAI,TA-CHANG		$ 24,627,293
								$ 24,177,881

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

(Expressed
Note
2018
Cash flows from operating activities
Profit before tax
$ 1,369,408
Adjustments
Income charges (credits)
Financial assets at fair value through profit or loss,
net income
6 (2) (25)
(
74,516 ) (
Expected credit impairment profit
12 (2)
(
121 )
Allowance for doubtful accounts
12(4)
-
Expense of doubtful accounts transferred to
revenue
12(4)
- (
Share of profit of associates and joint ventures
accounted for under the equity method
6(7)
(
39,029 ) (
Loss from disposal or scrap of property, plant and
equipment
2,965
Disposition of investment property (profit) loss
(
602 )
Disposition expenses of property, plant and
equipment
39
Depreciation expense
6(8)(9)(27)
342,937
Amortization expense
6(10)(27)
62,304
Interest expense
6(26)
217,151
Interest revenue
6(24)
(
11,116 ) (
Dividend revenue
6(24)
(
143,737 ) (
Unrealized (profit) loss of foreign currency
exchange
(
15,467 )
Changes in assets/liabilities related to operating
activities
Changes in assets relating to operating activities
net
Financial assets at fair value through profit or
loss, current
(
611,000 ) (
Contract assets - current
(
246,276 )
Notes receivable
25,318
Accounts receivable
(
1,020,376 )
Accounts receivable-related parties
(
13,603 )
Construction contract accounts receivable
-
Other receivables
57,181 (
Inventories
106,162
Pre-payments
(
37,343 ) (
Other current assets, others
186,391
Other non-current assets, others
(
2,584 )
Changes in liabilities relating to operating activities
net
Contract liability - current
(
246,291 )
Notes payable
(
12,282 ) (
Accounts payable
499,570 (
Construction contract accounts payable
- (
Other payables
85,577 (
Other payables, related parties
21,302 (
Unearned receipts
(
3,036 ) (
Other current liabilities, others
43,486
Provisions, non-current
(
12,343 )
Long-term notes and accounts payable, related
parties
(
20,095 ) (
Defined benefit liabilities net, non-current
(
20,293 ) (
Other non-current liabilities, other
1,730
Operating cash flow
491,411
Interest receivable
11,116
Dividends receivable
175,669
Interest payable
(
256,705 ) (
Income tax payable
(
107,105 ) (
Operating cash flow net
314,386

in thousand NT Dollars)
2017
$ 1,339,842

34,635 )
-
649

326 )

56,018 )
4,891
997
1,545
351,901
62,307
169,906

8,161 )

103,288 )
36,866

140,620 )
-
4,851
127,358
8,470
688,173

49,272 )
208,375

33,081 )
68,682
977
-

29,249 )

656,576 )

212,880 )

144,306 )

48,012 )

123,131 )
1,686
24,332

17,130 )

12,326 )
1,768
1,434,565
8,161
326,541

172,681 )

371,772 )
1,224,814

(Cont’d)

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

(Expressed
Note
2018
Operating Cash Flow
Other financial assets – current reduction (increment)
$ 383,459 (
Available-for-sale financial assets, non-current, capital
reduction, re-fund of subscription
-
Financial assets measured at cost, non-current, capital
reduction, refund of subscription
-
Acquisition of property, plant and equipment
6(8)
(
61,662 ) (
Disposal proceeds of property, plant and equipment
50
Disposal proceeds of investment property
4,345
Increase in intangible assets
6(10)
(
1,154 ) (
Financial assets at fair value through disposition of other
comprehensive income – non-current
6(3)
1,786
Financial assets at fair value through other
comprehensive income - non-current capital reduction
refund
10,057
Refundable deposits reduction (increment)
342,708 (
Other current assets - non-current increment
(
310,635 ) (
Net cash inflow (outflow) of investment
activities
368,954 (
Fundraiser Cash Flow
Short-term borrowing increases (decreases)
6 (32)
130,000 (
Short-term ticket payable (decrease) increase
6 (32)
(
653,824 )
Bond repayment
6 (32)
(
2,500,000 ) (
Issuance of bonds
6 (32)
2,500,000
Repayment of long-term loans
6 (32)
(
15,778,978 ) (
Raising long-term loans
6 (32)
16,437,157
Long-term bill payable and payment (decrease) increase
6 (32)
(
22,713 )
Security deposit (decrease) increase
(
36 )
Release of cash dividend
6(20)
(
1,055,162 ) (
Changes in non-controlling interest
(
2,339 )
Outward fundraising cash flow net
(
945,895 ) (
Consolidated exchange rate effects
8,959 (
Balance of cash and cash equivalents, current period
(
253,596 ) (
Balance of cash and cash equivalents, beginning of year
4,221,849
Balance of cash and cash equivalents, end of year
$ 3,968,253

in thousand NT Dollars)
2017
$ 428,377 )
510
22,770

183,387 )
629
3,417

864 )
-
-

29,757 )

246,844 )

861,903 )

1,415,659 )
565,864

2,000,000 )
2,000,000

13,924,136 )
15,588,639
21,784
848

1,623,326 )
-

785,986 )

3,991 )

427,066 )
4,648,915
$ 4,221,849

The Note to Consolidated Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together. Chairman : Alex C. Lo President: HSIEH,MING-FAN CAO: TAI,TA-CHANG

Annex 8

CPA Audit Report (2019) Cai-Shen-Bao-Zi No. 18003221

Prince Housing and Development Corporation:

Audit Opinion

Prince Housing and Development Corporation's individual balance sheet as of December 31 of 2018 and 2017, and individual comprehensive income statement, individual equity change statement, individual cash flow statement and the notes to the individual financial statements (including the summary of major accounting policies) for the period from January 1 to December 31 of 2018 and 2017, all of which are reviewed and audited by the certified public accountant.

On the basis of the accountant’s opinion, in view of the audit results and the audit report of other accountants (please refer to the section of other matters), the major parts of the preceding individual financial statements are prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” which can be used to represent the individual financial status of the Prince Housing Group as of December 31 of 2018 and 2017, as well as the individual financial performance and the individual cash flow for the period from January 1 to December 31 of 2018 and 2017.

Basis of Audit

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Accounting Principles (GAAP) of the Republic of China. Under these standards, the accountants are responsible to further explain the accountability of the accountants on auditing the consolidated financial statements. In accordance with the independence requirements of the firm, we have required staff to maintained independence from Prince Housing and Development Corporation and carried out their duties with respect to The Norm of Professional Ethics for Certified Public Accountant of the Republic of China. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinions.

Key Audit Items

On the basis of the professional judgments of the accounts, the key audit items refer to the most important items in the audit process of the 2018 annual individual financial statements of the Prince Housing Group. While such items have been addressed when auditing the overall individual financial statements and the formation opinions, we will not express opinions on any particular items.

The key audit items in the 2018 individual financial statements of the Prince Housing Group are as follows:

Recognition time point of realty sale revenue Description

Please refer to Note 4 (28) of the individual financial statements for the accounting policy of sales revenue. Please refer to Note 6 (23) of the individual financial statements for the description of accounting items. The real estate sales revenue of Prince Housing and Development Corporation in 2018 is NT$ 5,742,428, which accounts for 88.55% of the business operation revenue.

Sales revenue of Prince Housing and Development Corporation was recognized after

transferring into costs and recognizing as profit/loss after the ownership transfer and the actual handover of property. As property of Prince Housing and Development Corporation are sold to individual buyers, the accounting workflow often involves various handbook operating procedures including the transfer of ownership transfer and handover data among departments. This results in the appropriate time point of recognition near the closing date of the financial report period. Hence, we have set the recognition time point of sales revenues as one of the important audit items.

Responsive Audit Procedures

In response to the said key audit items, we have implemented the following responsive procedures:

To discern and assess the internal control procedures for the management’s recognition of revenue from realty sale; and to test if the process of recognition time point of realty sale is effectively implemented, including cross-examining the dates of ownership transfer and handover and the accuracy of accounting time point.
A cut-off test was conducted on the realty sale conducted within a particular period before and after the closing date of near the end of the financial report period. The test included cross-examining evidence including the land and building registration transcripts, realty deeds, and handover agreements signed by customers to verify if the revenue from realty sale was registered at the appropriate time.

Investments accounted for under the equity method: The income from construction projects is recognized by assessing the percentage of completion of projects undertaken by Ta Cheng Construction and Engineering Corporation, a subsidiary in possession of subsidiary Honesty Investment Holdings Co., Ltd.

Description

Please refer to Note 4 (12) of the individual financial statements for the accounting policy of equity method investment. Please refer to Note 6 (7) of the individual financial statements for the description of accounting items.

While Ta Cheng Construction and Engineering Corporation is an important subsidiary of Prince Housing and Development Corporation invested via subsidiary Honesty Investment Holdings Co., Ltd., the financial performance of Ta Cheng Construction and Engineering has important influence on the financial statements of Prince Housing and Development Corporation.

The revenue of the construction service offered by Ta Cheng Construction and Engineering is recognized according to the status of completion during the contract period. The status of completion has been calculated according to the percentage in the estimated total construction cost of the incurred cost by the closing date of financial report period of each project. The estimated total construction cost is based on the cost breakdown sheet produced according to the owner’s master design drawings and in consideration of increase or decrease of construction quantity resulted from an engineering change and the construction price and cost indices to estimate the costs invested in an outsourced contract, including labor and materials.

estimation of the status of completion as one of the important items for auditing the revenue from construction of Ta Cheng Construction and Engineering.

Responsive Audit Procedures

In response to the said key audit items, we have implemented the following responsive procedures:

To discern the nature of operations and industry of Ta Cheng Construction and Engineering; assess the fairness of the internal operating procedures for estimating the total construction cost, including the procedures for determining the labor and material costs of individual project items; and examine the consistency of the estimation method.
To assess and test the internal control procedures affecting the change in the estimation of the total cost of Ta Cheng Construction and Engineering, including cross-examining the evidence regarding the increase or decrease of project items and important project estimates.
To interview supervisors and other appropriate staff of Ta Cheng Construction and Engineering for projects still under progress during the interview.
To obtain the profit and loss statement of Ta Cheng Construction and Engineering to implement related empirical procedures, including spot check of costs incurred in the period with the appropriate receipts (vouchers), spot check of the increase or decrease of project items with related evidence, and re-check of the percentage of project completion.

Others: Audits of other accountants

The financial reports of investments accounted for under the equity method included in the Individual Financial Statement of Prince Housing and Development Corporation not audited by this firm were audited by other accountants. Hence, the opinion we express in the said Individual Financial Statement for the amounts listed in the financial statements of such companies has been made in accordance with the audit reports of other accountants. The investment amount of the preceding company using the equity method for the period from January 1 to December 31 of 2018 and 2017, were NT$ 285,763 and NT$ 147,765 in thousands, respectively, which accounted for 0.66% and 0.34% of the total individual assets respectively. The comprehensive income of the preceding company for the period from January 1 to December 31 of 2018 and 2017, were NT$ 12,014 and NT$ 650 in thousands, respectively, which accounted for 1.15 % and 0% of the comprehensive income respectively.

Responsibility for the Individual Financial Statements of the Management and Governance Units

It is the management’s responsibility to produce fairly expressed individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain the necessary internal controls relating to the production of such individual financial statements in order to ensure that no significant, untrue expression as a result of corruption or errors is found in individual financial statements.

When producing individual financial statements, it is also the management’s responsibility to assess the capacity to maintain business continuity, disclosure of related information, and choice of accounting basis for business continuity of Prince Housing and Development Corporation, except when Prince Housing and Development Corporation intends to liquidate or shut down operations, or there is no other feasible alternative other than liquidation or closure.

It is the responsibility of the governance units (including the Audit Committee) of Prince

Housing and Development Corporation to supervise the workflow of financial reporting.

Accountant’s responsibility for auditing individual financial statements

It is our responsibility to audit the individual financial statements to

provide reasonable assurance in an audit report that no significant, untrue expression as a result of corruption or errors is found in such individual financial statements. Reasonable assurance refers to high assurance. However, the detection of significant, untrue expressions in the individual financial statements is not guaranteed when audits are implemented based on the GAAP of the Republic of China. Untrue expression as a result of corruption or errors Untrue expressions of individual amounts or sums are significant when they can reasonably affect the economic policy made by the users off consolidated financial statements.

When auditing based on the GAAP of the Republic of China, we have applied professional judgments and maintained professional doubts. Other tasks of accountants.

To identify and assess significant, untrue expressions of risks as a result of corruption or errors in individual financial statements; to plan and implement appropriate countermeasures for the risks assessed; and obtain adequate and appropriate audit evidence as the basis for making audit expressions. While corruption may involve collusions, forgeries, willful omissions, untrue declarations, or overstep of internal controls, the risk caused by significant, untrue expressions as a result of corruption is higher than that of errors.
To understand internal controls required for audits in order to design audit procedures appropriate to the situation of audit, provided that such an understanding does not intend to express opinions on the effectiveness of the internal controls of Prince Housing and Development Corporation.
To assess the suitability of the accounting policy adopted by the management and the fairness of its accounting estimation and related disclosures.
To conclude if there are significant uncertainties regarding the suitability of the accounting basis adopted by the management to maintain business continuity and the potential significant doubtful incidents or situations within the capacity to maintain business continuity of Prince Housing and Development Corporation based on the obtained audit evidence. After determining that there are significant uncertainties in such incidents or situations, we shall remind in the audit report the users of such individual financial statements to pay attention to related disclosures in such individual financial statements, or shall we express a modified opinion where such disclosures are inappropriate. We have made conclusions based on the audit basis obtained by the audit report date. However, future incidents or situations may incapacitate Prince Housing and Development Corporation from business continuity.
To assess the overall expression, structure and contents of individual financial statements (including related note) and the fair expression of related transactions and incidents in such individual financial statements.
To gather adequate and suitable audit evidence of the financial information of individuals

within Prince Housing and Development Corporation to express opinions on the individual financial statements. We are responsible to instruct, supervise and implement the audit of Prince Housing and Development Corporation and conclude the audit opinions on the company.

The accountant decides the key audit items for auditing the 2018 annual individual financial statements of the Prince Housing and Development Corporation according to the matters discussed and communicated with the governing units. We have also specified in the audit report that we will not communicate specific items in the audit report when there are reasons to believe that such communication may cause negative impacts more than positive public interest, except for specific items not allowed for disclosures by law or under extremely rare circumstances.

PwC Taiwan

WU, CHIEN-CHIH

CPA

WANG, KUO-HUA

Financial Supervisory Commission Approval document: Jin-Guan-Zheng-Shen-Zi No. 1030027246 Formerly Securities and Futures Management Committee of the Ministry of Finance Approval document: (1998) Tai-Cai-Zheng-(VI)-Zi No. 68790

March 20, 2019

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2017 and December 31, 2018

				(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)
			December 31, 2018 December 31, 2017
	Assets	Note		Amount %		Amount	%
	Current Assets
1100	Cash and cash equivalents	6(1)	$	2,103,964	5 $	2,426,891	6
1110	Financial assets at fair value through profit or loss, current	6(2)		533,083	1	100,620	-
1150	Notes receivable net	6(4)		70,659	-	85,762	-
1170	Accounts receivable net	6(4)		1,071,244	3	84,876	-
1200	Other receivables			88,134	-	47,267	-
1220	Current tax assets			-	-	84,095	-
130X	Inventories	6(5), 7 and 8		21,310,383	49	21,244,527	49
1410	Pre-payments			240,890	1	220,905	1
1476	Other financial assets, current	8		240,251	1	474,846	1
1479	Other current assets, others	6(6)		41,096	-	213,558	1
11XX	Total current assets			25,699,704	60	24,983,347	58
	Non-current assets
1510	Financial assets at fair value through profit or loss, non-current	6(2) and 8		78,906	-	78,552	-
1517	Financial assets at fair value through other comprehensive income - non-current6 (3) and 8			1,708,278	4	-	-
1523	Available-for-sale financial assets, non-current	8 and 12(4)		-	-	1,095,108	3
1543	Financial assets measured at cost, non-current	8 and 12(4)		-	-	855,030	2
1550	Investments accounted for under the equity method	6(7) and 8		5,560,664	13	5,748,873	13
1600	Property, plant and equipment	6(8) and 8		530,320	1	552,780	1
1760	Investment property amount net	6(9) and 8		5,789,684	13	5,880,560	14
1780	Intangible assets	6(10)		2,116,681	5	2,177,934	5
1840	Deferred tax assets	6(28)		26,332	-	21,515	-
1920	Refundable deposits	9		113,156	-	421,048	1
1980	Other current assets, non-current	8		877,248	2	670,546	2
1990	Other non-current assets, others	7		636,640	2	636,640	1
15XX	Total non-current assets			17,437,909	40	18,138,586	42
1XXX	Total assets		$	43,137,613 100 $		43,121,933	100

(Cont’d)

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2017 and December 31, 2018

Liabilities and Equity	(Expressed in thousand NT Dollars) December 31, 2018 December 31, 2017 Note Amount % Amount % 6(11) and 8 $ 730,000 2 $ 690,000 2 6(12) and 8 201,734 1 855,558 2 6(23) 437,870 1 - - 4,528 - 5,793 - 1,345,204 3 1,083,789 3 7 120,236 - 16,391 - 540,685 1 525,715 1 41,994 - - - 6(13) 114,165 - 942,365 2 6 (14) (15) and 8 3,643,297 9 5,702,613 13 79,131 - 31,684 - 7,258,844 17 9,853,908 23 6 (14) 4,500,000 11 2,000,000 5 6(15) and 8 6,910,357 16 6,596,153 16 6(16) 87,196 - 99,539 - 6(17) 61,115 - 76,873 - 129,655 - 129,696 - 6(7) 315,830 1 503,494 1 12,004,153 28 9,405,755 22 19,262,997 45 19,259,663 45 6(18) 16,233,261 38 16,233,261 38 6(19) 2,260,513 5 2,260,513 5 6(20) 1,933,605 4 1,805,495 4 2,660,209 6 2,589,627 6 6(21) 788,031 2 974,377 2 6(18) ( 1,003) - ( 1,003) - 23,874,616 55 23,862,270 55 9 $ 43,137,613 100 $ 43,121,933 100
Current liabilities 2100 Short-term loans 2110 Short-term notes and bills payable 2130 Contract liability - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable-Related parties 2200 Other payables 2230 Current tax liabilities 2310 Unearned receipts 2320 Current portion of long-term liabilities 2399 Other current liabilities, others 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term loans 2550 Provisions, non-current 2640 Defined benefit liabilities net, non-current 2645 Deposit received 2670 Other non-current liabilities, other 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock Additional paid-in capital 3200 Additional paid-in capital Retained earnings 3310 Legal reserve 3350 Unappropriated earnings Other components of equity 3400 Other components of equity 3500 Treasury stocks 3XXX Total equity Significant contingent liabilities and unrecognized commitments 3X2X Total liabilities and equity

Liabilities and Equity

(Expressed in thousand NT Dollars)
December 31, 2018
December 31, 2017
Note
Amount
%
Amount
%
6(11) and 8
$ 730,000
2
$ 690,000
2
6(12) and 8
201,734
1
855,558
2
6(23)
437,870
1
-
-
4,528
-
5,793
-
1,345,204
3
1,083,789
3
7
120,236
-
16,391
-
540,685
1
525,715
1
41,994
-
-
-
6(13)
114,165
-
942,365
2
6 (14) (15) and 8
3,643,297
9
5,702,613
13
79,131
-
31,684
-
7,258,844
17
9,853,908
23
6 (14)
4,500,000
11
2,000,000
5
6(15) and 8
6,910,357
16
6,596,153
16
6(16)
87,196
-
99,539
-
6(17)
61,115
-
76,873
-
129,655
-
129,696
-
6(7)
315,830
1
503,494
1
12,004,153
28
9,405,755
22
19,262,997
45
19,259,663
45
6(18)
16,233,261
38
16,233,261
38
6(19)
2,260,513
5
2,260,513
5
6(20)
1,933,605
4
1,805,495
4
2,660,209
6
2,589,627
6
6(21)
788,031
2
974,377
2
6(18)
(
1,003)
-
(
1,003)
-
23,874,616
55
23,862,270
55
9
$ 43,137,613
100
$ 43,121,933
100

Current liabilities
2100
Short-term loans

2110
Short-term notes and bills payable
2130
Contract liability - current

2150
Notes payable
2170
Accounts payable
2180
Accounts payable-Related parties
2200
Other payables
2230
Current tax liabilities
2310
Unearned receipts

2320
Current portion of long-term
liabilities

2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable

2540
Long-term loans

2550
Provisions, non-current

2640
Defined benefit liabilities net,
non-current

2645
Deposit received
2670
Other non-current liabilities, other
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock

Additional paid-in capital

3200
Additional paid-in capital
Retained earnings

3310
Legal reserve
3350
Unappropriated earnings
Other components of equity

3400
Other components of equity
3500
Treasury stocks

3XXX
Total equity
Significant contingent liabilities
and unrecognized commitments

3X2X
Total liabilities and equity

The Notes to Individual Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together.

Chairman : Alex C. Lo

President: HSIEH,MING-FAN

CAO: TAI,TA-CHANG

Prince Housing and Development Corporation Individual Statement of Comprehensive Income from January 1 to December 31 of 2018 and 2017

			(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)	(Expressed in thousand NT Dollars)
				(Except for EPS expressed in NTD)
							2018				2017
	Item	Note					Amount		%		Amount		%
4000	Revenues	6 (23), 7	and
		12 (5)			$6,485,290			100 $5,734,056				100
5000	Operating costs	6(5) (10)
		(27) and 7			(	4,877,308)		(	76)(	4,420,648)(			77)
5900	Gross margin					1,607,982			24	1,313,408			23
	Operating expenses	6(27) and		7
6100	Marketing expenses				(		334,206)	(	5)(		171,832)(		3)
6200	Administrative expenses				(		780,567)	(	12)(		840,629)(		15)
6000	Total operating expenses				(		1,114,773)	(	17)(	1,012,461)(			18)
6900	Income from operations						493,209		7		300,947		5
	Non-operating income and expenses
7010	Others	6(24)					199,505		3		188,712		3
7020	Other gains and losses	6 (2) (25)					146,831		2		140,530		2
7050	Financial costs	6 (5) (26)			(		173,469)	(	2)(		132,318)(		2)
7070	Share of profit of subsidiaries, associates and joint ventures accounted for under the equity	6(7)
	method						665,802		10		788,953		14
7000	Total non-operating income and expenses						838,669		13		985,877		17
7900	Net income before tax					1,331,878			20	1,286,824			22
7950	Income tax expenses	6(28)			(		79,223)	(	1)(		5,723)		-
8200	Net income				$1,252,655				19$1,281,101				22
	Other comprehensive income (net)
	Items that will not be re-classified into profit and loss
8311	Re-measurement of defined benefit plans	6(17)			($		129)		- ($		7,201)		-
8316	Unrealized profit and loss on the equity instrument investments at fair value through other	6(3)
	comprehensive income				(		255,628)	(	4)		-		-
8330	Share of other comprehensive income of subsidiaries, associates and joint ventures
	accounted for under the equity method- Items that will not be re-classified into income						44,999		1(		1,042)		-
8310	Items that will not be reclassified into profit or loss				(		210,758)	(	3)(		8,243)		-
	Items that will be reclassified into profit or loss
8362	Unrealized gains/(losses) on available-for-sale financial assets	12(4)					-		- (		86,405)(		1)
8380	Share of other comprehensive income of subsidiaries, associates and joint ventures
	accounted for under the equity method-Items that will be re-classified into income						-		-		2,512		-
8360	Total amount of items that will be reclassified into profit or loss						-		-(		83,893)(		1)
8300	Other comprehensive income (net)				($		210,758)	(	3)($		92,136)(		1)
8500	Total comprehensive income				$1,041,897				16$1,188,965				21
	EPS
9750	Basic	6(29)			$			0.77$				0.79
9850	Diluted				$			0.76$				0.78
	Data to be prepared when the investment of subsidiaries in the stocks of this company is	not considered as treasury						stocks.
	Net income				$		1,252,655$				1,281,101
	EPS
	Basic				$			0.77$				0.79

The Notes to Individual Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together.

Chairman : Alex C. Lo

President: HSIEH,MING-FAN

CAO: TAI,TA-CHANG

Prince Housing and Development Corporation Individual Statement of Changes in Equity from January 1 to December 31 of 2018 and 2017

Note 2017 Balance, January 1, 2017 Net income 2017 6(29) Other comprehensive income 2017 6 (17) (21) and 12(4) Total comprehensive income in 2017 Appropriation and distribution of retained earnings 2016: Legal reserve Cash dividends 6(20) Balance, December 31, 2017 Year 2018 Balance, January 1, 2018 Traceable adjustment effects 6(21) and 12(4) Balance after adjustment on January 1, 2018 Net profit in 2018 6(29) Other comprehensive income in 2018 6 (3) (17) (21) Total comprehensive income in 2018 Appropriation and distribution of retained earnings 2017: Legal reserve Cash dividends 6(20) Financial assets at fair value through disposition of other comprehensive income 6 (3) (21) Balance as of December 31, 2018 Chairman:Alex C. Lo	Note	Common stock Additional paid-in capital	Retained earnings	Retained earnings		Other equity	(Expressed in thousand NT Dollars) Unrealized gains/(losses) on available-for-sale financial assets Treasury stocks Total equity
			Legal reserve	Unappropriated earnings	The exchange difference in the conversion of financial statements of foreign business institutions	Unrealized profit and loss on the financial assets at fair value through other comprehensive income	Unrealized gains/(losses) on available-for-sale financial assets
		$ 16,233,26 $ 2,260,513$ 1,644,576$ 3,101,014 - - - 1,281,101 - - -( 8,243) - - - 1,272,858 - - 160,919( 160,919) - - -( 1,623,326) $ 16,233,26 $ 2,260,513$ 1,805,495$ 2,589,627 $ 16,233,26 $ 2,260,513$ 1,805,495$ 2,589,627 - - - - 16,233,261 2,260,513 1,805,495 2,589,627 - - - 1,252,655 - - - 232 - - - 1,252,887 - - 128,110( 128,110) - - -( 1,055,162) - - - 967 $ 16,233,26 $ 2,260,513$ 1,933,605$ 2,660,209 The Notes to Individual Financial Statements appended to the stat			( $ 48 ) $ - $ 1,058,318 ($ 1,003) $ 24,296,63 - - - - 1,281,101 - - ( 83,893 ) - ( 92,136) - - ( 83,893 ) - 1,188,965 - - - - - - - - - ( 1,623,326) ( $ 48 ) $ - $ 974,425 ($ 1,003) $ 23,862,270 ( $ 48 ) $ - $ 974,425 ($ 1,003) $ 23,862,270 - 1,000,036 ( 974,425 ) - 25,611 ( 48 ) 1,000,036 - ( 1,003) 23,887,881 - - - - 1,252,655 - ( 210,990 ) - - ( 210,758) - ( 210,990 ) - - 1,041,897 - - - - - - - - - ( 1,055,162) - ( 967 ) - - - ( $ 48 ) $ 788,079 $ - ($ 1,003) $ 23,874,616 ements form part of the Consolidated Financial Statements. Please read together. President:HSIEH,MING-FAN CAO:TAI,TA-CHANG

Prince Housing and Development Corporation Individual Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

Cash flows from operating activities
Profit before tax
Adjustments
Income charges (credits)
Financial assets at fair value through profit or loss, net income
Share of other profit of subsidiaries, associates and joint ventures
accounted for under the equity method
Loss from disposal or scrap of property, plant and equipment
Disposition of investment property (profit) loss
Depreciation expense
Amortization expense
Interest expense
Interest revenue
Dividend revenue
Unrealized (profit) loss of foreign currency exchange
Changes in assets/liabilities related to operating activities
Changes in assets relating to operating activities net
Financial assets at fair value through profit or loss, current
Notes receivable
Accounts receivable
Other receivables
Inventories
Pre-payments
Other current assets, others
Changes in liabilities relating to operating activities net
Contract liability
Notes payable
Accounts payable
Accounts payable-Related parties
Other payables
Unearned receipts
Other current liabilities, others
Provisions, non-current
Defined benefit liabilities net, non-current
Cash (outflow) inflow of business operations
Interest receivable
Dividends receivable
Interest payable
Income tax payable
Operating cash flow net

(Expressed in thousand NT Dollars)
Note
Year 2018 Year 2017
$ 1,331,878 $ 1,286,824
6 (2) (25) (
1,817 ) (
2,242 )
6(7)
( 665,802 ) (
788,953 )
6(25)
19
643
6(25)
(
602 )
997
6(27)
110,893
112,269
6(10)(27)
61,253
61,253
6(26)
173,469
132,318
6(24)
(
4,169 ) (
6,787 )
6(24)
(
112,484 ) (
90,329 )
6(25)
(
15,467 )
36,866
( 431,000 )
201,323
15,103
3,039
( 986,368 )
1,373
43,228 (
42,528 )
(
64,035 )
134,126
(
23,125 ) (
56,689 )
172,462
32,456
( 387,408 )
-
(
1,265 ) (
9,259 )
261,415 (
405,619 )
103,845
10,443
6,799 (
143,671 )
(
2,922 ) (
71,001 )
47,447
360
(
12,343 )
24,332
(
15,887 )
819
( 396,883 )
422,363
4,169
6,612
1,060,297
459,038
( 165,298 ) (
135,093 )
(
42,046 ) (
280,263 )
460,239
472,657

(Cont’d)

Prince Housing and Development Corporation Individual Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

(Expressed in thousand NT Dollars)

Note
2018
Operating Cash Flow
Reduction of other financial assets, current
$ 234,595
Available-for-sale financial assets, non-current,
capital reduction, re-fund of subscription
-
Financial assets measured at cost, non-current,
capital reduction, refund of subscription
-
investment Increment using the equity method
(
221,000 )
Acquisition of property, plant and equipment
6(8)
- (
Disposal proceeds of property, plant and
equipment
-
Disposal proceeds of investment property
4,345
Refundable deposits reduction
307,892
Financial assets at fair value through disposition
of other comprehensive income – non-current
6(3)
1,786
Financial assets at fair value through other
comprehensive income - non-current capital
reduction refund of subscription
10,057
Other current assets - non-current increment
(
206,702 ) (
Net cash inflow (outflow) of investment
activities
130,973 (
Fundraiser Cash Flow
Short-term borrowing increases (decreases)
6 (32)
40,000 (
Short-term bills payable (reduction) increment
6 (32)
(
653,824 )
Bond repayment
6 (32)
(
2,500,000 ) (
Issuance of bonds
6 (32)
2,500,000
Repayment of long-term loans
6 (32)
(
15,682,269 ) (
Raising long-term loans
6 (32)
16,437,157
Security deposit (decrease) increase
6 (32)
(
41 )
Release of cash dividend
6(20)
(
1,055,162 ) (
Outward fundraising cash flow net
(
914,139 ) (

2017
$ 113,726

510

22,770

-

8,760 )

611

3,417

10,884

-

-

225,917 )

82,759 )

1,525,659 )

515,864

2,000,000 )

2,000,000

13,777,247 )

15,588,639

1,877

1,623,326 )

819,852 )

Balance of cash and cash equivalents, current period		322,927 ) (	429,954 )
Balance of cash and cash equivalents, beginning of
year		2,426,891	2,856,845
Balance of cash and cash equivalents, end of year	$	2,103,964 $	2,426,891

The Notes to Individual Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together.

Chairman : Alex C. Lo

President: HSIEH,MING-FAN CAO: TAI,TA-CHANG

Annex 9

Prince Housing & Development corp.

Profit Distribution Table

From January 1 to December 31 of 2017

(Expressed in thousand NTD)

I. Available distribution

1. Undistributed earnings at the beginning of the period 2. Plus: Amount of assets and profits at fair value through disposition of other comprehensive income 3. Plus: 2 0 1 8 annual after-tax net profit 4. Minus: Legal reserve 5. Plus: The confirmed benefit of the welfare plan for the year 6. Available amount for distribution II. Distribution items Issuance of ash dividends ($0.65 per share) III. Cumulative undistributed earnings	1,406,353,185 967,378 1,252,655,881 (125, 265, 588) 232,366
	2,534,943,222 (1,055,161,996) 1,479,781,226

1. Undistributed earnings at the beginning of the period
2. Plus: Amount of assets and profits at fair value through disposition of
other comprehensive income
3. Plus: 2 0 1 8 annual after-tax net profit
4. Minus: Legal reserve
5. Plus: The confirmed benefit of the welfare plan for the year
6. Available amount for distribution
II.
Distribution items
Issuance of ash dividends ($0.65 per share)
III. Cumulative undistributed earnings

1,406,353,185
967,378
1,252,655,881
(125, 265, 588)
232,366

2,534,943,222
(1,055,161,996)
1,479,781,226

Description:

The distribution of earnings for the current year is given priority to the distribution of 2018 annual earnings.
The fractional shares held by shareholders after profit distribution will be transferred to the employee welfare committee of this company.

Chairman: Alex C. Lo President: HSIEH, MING-FAN CAO: TAI, TA-CHANG

Annex 10

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

	Before Amendment	Before Amendment		After Amendment	Description
Article 2	The assets referred in these procedures are applicable to the following: I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities in a form representing funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities. II. Real estate (including land, houses and buildings, investment property,rights for using the landand construction enterprise inventory) and equipment. III. The memberships IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets. V.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). VI.The derivatives. VII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. VIII. Other major assets.		Article 2	The assets referred in these procedures are applicable to the following: I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities in a form representing funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities. II. Real estate (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. III. The memberships IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets. V. Right-of-use assets. VI.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). VII. The derivatives. VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. IX. Other major assets.	It is amended in accordance with Article 3 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 3	The terms used in these procedures are defined as follows: I. The derivatives: They refer to the forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived fromassets, interest rates,foreign exchange rate, or other forward contractsderived from profitable commodities and hybrid contracts		Article 3	The terms used in these procedures are defined as follows: I. The derivatives: They refer to the forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price,foreign exchange rate,index of prices or rates, credit rating	It is amended in accordance with Article 4 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
		and hybrid contracts

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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Before Amendment	After Amendment	After Amendment
combining the above contracts.The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: They refer to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter referred to as “transfer of shares”) underParagraph 8,Article 156 of the Company Act. III.~VI. No amendment.	or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: They refer to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter referred to as “transfer of shares”) under Article 156-3of the Company Act. III.~VI. No amendment. VII. Investment professional: It refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting

		companies, bill finance companies, trust enterprises,
		securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business,
		securities investment trust enterprises, securities investment consulting

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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	Before Amendment		After Amendment	After Amendment	Description
			enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located. VIII. Securities exchange: The “domestic securities exchange”refers to the Taiwan Stock Exchange Corporation; the“foreign securities exchange”refers to any organized securities exchange market that is regulated by the competent securities authorities of the country where it is located. IX. Over-the-counter venue (OTC): The“domestic OTC venue”refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; the“foreign OTC venue”refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.	enterprises, and fund management companies, that
				are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction
			IX.

				with the Regulations Governing Securities Trading on the Taipei Exchange; the“foreign OTC
				venue”refers to a venue at a
				financial institution that is regulated by the foreign competent authority and that
				is permitted to conduct securities business.
Article 4	Evaluation procedure: I. In acquiring or disposing of long-term and short-term securities investment or conducting transactions of derivative products shall carry out the analysis of relevant benefits and possible risks by the accounting department; the acquisition or disposal of property and other assets shall have proposal stipulated by each unit in advance, and the feasibility of acquiring or disposing and	Article 4	Evaluation procedure: I. In acquiring or disposing of long-term and short-term securities investment or conducting transactions of derivative products shall carry out the analysis of relevant benefits and possible risks by the accounting department; the acquisition or disposal of property and other assets shall have proposal stipulated by each unit in advance, and the feasibility of acquiring or disposing and		It is amended in accordance with Articles 9, 10 and 11 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

	Before Amendment		After Amendment	Description
	the expected benefits shall be evaluated; if it is a transaction with related parties, the reasonableness of the transaction conditions in accordance with chapter 2 of these procedures shall be assessed. II. The Company acquires or disposes of securities shall, prior to the date of occurrence of the event, obtain financial statements or other relevant information of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. If the amount of the transaction reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the certified public accountant needs to use the report of an expert as evidence, the certified public accountant shall do so in accordance with the regulations of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (hereinafter referred to as the Accounting Research and Development Foundation). However,if this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by		the expected benefits shall be evaluated; if it is a transaction with related parties, the reasonableness of the transaction conditions in accordance with chapter 2 of these procedures shall be assessed. II. The Company acquires or disposes of securities shall, prior to the date of occurrence of the event, obtain financial statements or other relevant information of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. If the amount of the transaction reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the certified public accountant needs to use the report of an expert as evidence, the certified public accountant shall do so in accordance with the regulations of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (hereinafter referred to as the Accounting Research and Development Foundation). However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of	The Paragraph 2 is amended in accordance with Article 10 for rewording. Since the Paragraph 6 of this Article already stipulates that “acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or opinion of the certified public accountant,” thus the relevant regulations in this article is deleted.

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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Before Amendment	Before Amendment	After Amendment	After Amendment	Description
III.	regulations of the Financial Supervisory Commission. In acquiring or disposing of real estateorequipment, where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following regulations. If the Company acquires or disposes of assets through court auction procedures, the	III.	the Financial Supervisory Commission. In acquiring or disposing of real estate, equipment, or right-of-use assetswhere the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with adomesticgovernment agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipmentor right-of-use assetsheld for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors;the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount is NT$1 billion or more, the appraisals from two or more professional appraisers shall be obtained.	Paragraph 3 is amended in accordance with Article 9 for rewording. Paragraph 4 is amended in accordance with Article 9 for rewording.
	evidentiary documentation issued by the court may be substituted for the appraisal report or opinion of certified
	public accountant: (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors;the preceding procedure shall be followed whenever there is any change to the terms and conditions of the transactionin the future. (II) Where the transaction amount is NT$1 billion or more, the appraisals from two or more
	(I) (II)

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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	Before Amendment		After Amendment	Description
	professional appraisers shall be obtained. (III) Where anyoneof the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal according to the regulations of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The difference between the appraisal result and the transaction amount of appraiseris 20 percent or more of the transaction amount. 2. The difference between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) No more than 3 months may elapse between the		(III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The difference between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2. The difference between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) No more than 3 months may elapse between the

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

	Before Amendment		After Amendment	Description
	date of the appraisal report issued by a professional appraiser and the contract implementation date. However, if the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (V) Except where a limited price, specified price, or special price is used as the reference basis for the transaction price, if an appraisal report cannot be obtained in time and there is a legitimate reason for the delay, the report, and the certified public accountant's opinion in Subparagraph 3 of this paragraph, shall be obtained within 2 weeks counting inclusively from the date of occurrence. IV. The Company carries out a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a certified public accountant, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and report it to the board of directors for deliberation and passage. V. If the Company acquires or		date of the appraisal report issued by a professional appraiser and the contract implementation date. However, if the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (V) Except where a limited price, specified price, or special price is used as the reference basis for the transaction price, if an appraisal report cannot be obtained in time and there is a legitimate reason for the delay, the report, and the certified public accountant's opinion in Subparagraph 3 of this paragraph, shall be obtained within 2 weeks counting inclusively from the date of occurrence. IV. The Company carries out a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a certified public accountant, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and report it to the board of directors for deliberation and passage.

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

	Before Amendment		After Amendment	Description
	disposes of intangible assets or membershipsand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the certified public accountant shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. VI.~VII. No amendment.		V. If the Company acquires or disposes of intangible assets or right-of-use assets or membershipsand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with adomesticgovernment agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the certified public accountant shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. VI.~VII. No amendment.
Article 5	Operating procedures: I. The company's acquisition or disposition of the assets listed in Article 2 shall be conducted according to the following regulations. (I) Securities: 1. The securities that are not traded in the centralized securities exchange market or OTC market and the transaction amount is less than NT$10 million, the general manager shall be authorized for the decision; if the transaction amount reaches NT$10 million or more, the general manager shall report to the board of directors to discuss or ratify, and the	Article 5	Operating procedures: I. The company's acquisition or disposition of the assets listed in Article 2 shall be conducted according to the following regulations. (I) Securities: 1. The securities that are not traded in the centralized securities exchange market or OTC market and the transaction amount is less than NT$10 million, the general manager shall be authorized for the decision; if the transaction amount reaches NT$10 million or more, the general manager shall report to the board of directors to discuss or ratify, and

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

	Before Amendment		After Amendment	Description
	relevant operations shall be carried out by the accounting department. 2. The securities that are traded in the centralized securities exchange market or OTC market and shall be authorized by the board of directors according to the market price and carried out by the accounting department through the centralized securities exchange market or OTC market. (II) Real estate or other fixed assets: The business department shall conduct thorough investigation and assessment according to the market status, and propose a capital expenditure plan or a profit assessment report, which shall be approved by the supervisors at all levels based on their authorities and processed through the procurement procedures; The disposition shall be conducted after the approval of the authority according to the property sale notices or project proposals. (III) ~ (V) No amendment. II. No amendment.		the relevant operations shall be carried out by the accounting department. 2. The securities that are traded in the centralized securities exchange market or OTC market and shall be authorized by the board of directors according to the market price and carried out by the accounting department through the centralized securities exchange market or OTC market. (II) Real estateand right-of-use assets or other fixed assets: The business department shall conduct thorough investigation and assessment according to the market status, and propose a capital expenditure plan or a profit assessment report, which shall be approved by the supervisors at all levels based on their authorities and processed through the procurement procedures; The disposition shall be conducted after the approval of the authority according to the property sale notices or project proposals. (III) ~ (V) No amendment. II. No amendment.

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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	Before Amendment		After Amendment	Description
Article 6	Public announcement and regulatory filing procedures: I. Under any of the following circumstances, the Company acquires or disposes assets shall publicly announce and report the relevant information on the Financial Supervisory Commission’s designated website in the appropriate format and content as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: (I) Acquisition or disposal of real estate from or to a related party, or acquisition or disposal of assets other than real estate from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more. However, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, demerger, acquisition, or transfer of shares. (III) Losses from derivatives trading reaching the limits on aggregate	Article 6	Public announcement and regulatory filing procedures: I. Under any of the following circumstances, the Company acquires or disposes assets shall publicly announce and report the relevant information on the Financial Supervisory Commission’s designated website in the appropriate format and content as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: (I) Acquisition or disposal of real estateor right-of-use assetsfrom or to a related party, or acquisition or disposal of assets other than real estate orright-of-use assetsfrom or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more. However, this shall not apply to trading of domesticgovernment bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, demerger, acquisition, or transfer of shares. (III) Losses from derivatives trading reaching the	It is amended in accordance with Article 31 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Before Amendment	After Amendment	After Amendment
losses or losses on individual contracts set out in the procedures adopted by the Company. (IV) Wherethe asset typesof equipment for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion. (V) Acquisition or disposal of real estate for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million. (VI) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction reaches NT$500 million or more. (VII) Where an asset transaction other than any of those referred to in the preceding 6 Items, or an investment in the mainland China	(IV) (V) (VI)	limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. Where equipmentor right-of-use assetsfor business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion. Acquisition or disposal of real estateor right-of-use assetsfor construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million. If it is disposing of real
		estate from a completed
		construction project that
		it constructed itself, and
		furthermore the transaction counterparty
		is not a related party, then the threshold shall
		be a transaction amount
		reaching NT$1 billion or more. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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	Before Amendment		After Amendment	After Amendment	Description
	area reaches 20 percent or more of paid-in capital or NT$300 million. However, this shall not apply to the following circumstances: 1. Trading of government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. II. The amount of preceding transactions shall be calculated as follows: (I) The amount of any individual transaction. (II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within one year. (III) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real estate within the same development project within one year. (IV) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within one year. “Within one year” as used in the Paragraph 2 refers to the year		construction and separate sale,and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million or more. (VII) Where an asset transaction other than any of those referred to in the preceding 6 Items, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million. However, this shall not apply to the following circumstances: 1. Trading ofdomestic government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. II. The amount of preceding transactions shall be calculated as follows: (I) The amount of any individual transaction. (II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within one year. (III) The cumulative transaction amount of acquisitions and	construction and separate sale,and furthermore the transaction counterparty

Prince Housing & Development corp.

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	Before Amendment		After Amendment	Description
	preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. III.~V. No amendment.		disposals (cumulative acquisitions and disposals, respectively) of real estateor right-of-use assets within the same development project within one year. (IV) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within one year. “Within one year” as used in the Paragraph 2 refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. III.~V. No amendment.
Article 7	Investment scope and quota: I. Total amounts of real estate acquired by the Company for business use cannot exceed 50% of the shareholders' equity; the total amount of securities cannot exceed 100% of the shareholders' equity, and the total amount of individual securities cannot exceed 30% of the shareholders' equity, unless otherwise with resolution by the shareholders' meeting. II. The investment quota of each subsidiary shall be conducted according to the following regulations: The total amount of real estate or securities purchased by the subsidiary for non-business use and the limit of individual securities that can be invested:	Article 7	Investment scope and quota: I. Total amounts of real estate and right-of-use assets acquired by the Company for business use cannot exceed 50% of the shareholders' equity; the total amount of securities cannot exceed 100% of the shareholders' equity, and the total amount of individual securities cannot exceed 30% of the shareholders' equity, unless otherwise with resolution by the shareholders' meeting. II. The investment quota of each subsidiary shall be conducted according to the following regulations: The total amount of real estateand right-of-use assets or securities purchased by the subsidiary for non-business useandthe	It is amended in accordance with Article 7 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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	Before Amendment		After Amendment	Description
	1. The total amount of real estate acquired for non-business use cannot exceed 50% of the shareholders' equity. 2. The total amount of securities acquired cannot exceed 100% of the shareholders' equity. 3. Investment in individual securities cannot exceed 100% of the shareholders' equity. 4. The total amount of securities acquired by professional investment cannot exceed 300% of the shareholders' equity.		limit of individual securities that can be invested: 1. The total amount of real estateand right-of-use assetsacquired for non-business use cannot exceed 50% of the shareholders' equity. 2. The total amount of securities acquired cannot exceed 100% of the shareholders' equity. 3. Investment in individual securities cannot exceed 100% of the shareholders' equity. 4. The total amount of securities acquired by professional investment cannot exceed 300% of the shareholders'equity.
Article 11	Resolution procedures: Acquisition or disposal of real estate by the Company from or to a related party, or acquisition or disposal of assets other than real estate from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more. Except for trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the implementation unit shall submit the following materials to the Audit Committee and the Board of Directors for approval before signing the transaction contract and deliver the payment: I. The purpose, necessity and expected benefit of the acquisition or disposal of	Article 11	Resolution procedures: Acquisition or disposal of real estateor right-of-use assetsby the Company from or to a related party, or acquisition or disposal of assets other than real estateor right-of-use assetsfrom or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more. Except for trading ofdomesticgovernment bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the implementation unit shall submit the following materials to the Audit Committee and the Board of Directors for approval before signing the transaction contract and deliver the payment: I. The purpose, necessity and expected benefit of the	It is amended in accordance with Article 15 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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	Before Amendment		After Amendment	Description
	assets. II. The reason for selecting the related party as a transaction counterparty. III. With respect to the acquisition of real estate from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 or the exclusion clause of Article 13. IV. The date and price at which the related parties originally acquired the real estate, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related parties. V. Monthly incomes and expenditures of cash forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. VI. An appraisal report issued by a professional appraiser or a certified public accountant's opinion obtained in compliance with the preceding article. VII. Restrictive covenants and other important stipulations regarding the transaction. The calculation of the transaction amounts referred to the related party shall be made in accordance with Article 6, Subparagraph 2. However, the items that have been verified by the Audit Committee and the board of directors need not be counted toward the transaction amount.		acquisition or disposal of assets. II. The reason for selecting the related party as a transaction counterparty. III. With respect to the acquisition of real estateor right-of-use assetsfrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 or the exclusion clause of Article 13. IV. The date and price at which the related parties originally acquired the real estate, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related parties. V. Monthly incomes and expenditures of cash forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. VI. An appraisal report issued by a professional appraiser or a certified public accountant's opinion obtained in compliance with the preceding article. VII. Restrictive covenants and other important stipulations regarding the transaction. The calculation of the transaction amounts referred to the related party shall be made in accordance with Article 6, Subparagraph 2. However, the items that have been verified by the Audit Committee and the board of directors need not be counted

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Comparison table for the procedures

	Before Amendment		After Amendment	Description
			toward the transaction amount.
Article 12	Evaluation of the reasonableness of trading conditions: With respect to the acquisition of real estate by the Company from a related party, other than the acquisition of real estate by the related party due to the result of inheritance or gift; or more than 5 years will have elapsed from the time the related party signed the contract to obtain the real estateor right-of-use assetsto the signing date for the current transaction; or sign a co-construction contract with the related party, or obtain the real estate from the construction of the land, such as engaging others to build on its own land, engaging others to build on rented land. Except for the abovementionedthree conditions, the reasonableness of the transaction costs should be evaluated with the following, and it is also required to consult the accountants for their specific opinions. I. On the basis of the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. The necessary interest on funding is refer to the weighted average interest rate on borrowing in the year the company purchases the property; however, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.	Article 12	Evaluation of the reasonableness of trading conditions: With respect to the acquisition of real estateor right-of-use assets by the Company from a related party, other than the acquisition of real estateor right-of-use assets by the related party due to the result of inheritance or gift; or more than 5 years will have elapsed from the time the related party signed the contract to obtain the real estateor right-of-use assetsto the signing date for the current transaction; or sign a co-construction contract with the related party, or obtain the real estate from the construction of the land, such as engaging others to build on its own land, engaging others to build on rented land;or the Company and its subsidiaries,	It is amended in accordance with Article 16, Paragraph 2 and 4 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
			or the real estate right-of-use assets for business use are acquired by the Company with its
			subsidiaries, or by its subsidiaries
			in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. Except for the abovementioned fourconditions, the reasonableness of the transaction costs should be evaluated with the following, and it is also required to consult the accountants for their specific opinions. I. On the basis of the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. The necessary interest on funding is refer to the weighted average interest rate on borrowing in the year the company purchases the property; however, it may not be higher than the

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Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

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	Before Amendment		After Amendment	After Amendment	Description
	II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; however, the actual cumulative amount loaned by the financial institution shall have more than 70% of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this is not applicable to where the financial institution is a related party of one of the transaction counterparties. III. Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the preceding subparagraph (1) or (2).		II. III.	maximum non-financial industry lending rate announced by the Ministry of Finance. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; however, the actual cumulative amount loaned by the financial institution shall have more than 70% of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this is not applicable to where the financial institution is a related party of one of the transaction counterparties. Where land and structures thereupon are combined as a single property purchasedor leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the preceding subparagraph (1) or (2).
Article 13	The matters in regard to the transaction cost that is lower the transaction price: If the transaction cost of the assessment result is lower than the transaction price according to the preceding article, it shall be conducted in accordance with Paragraph 3; unless otherwise with the following circumstances, and the objective evidence and reasonable and specific opinions of the real estate appraisers and accountants can be providing. I. Where the related party acquired undeveloped land	Article 13	The matters in regard to the transaction cost that is lower the transaction price: If the transaction cost of the assessment result is lower than the transaction price according to the preceding article, it shall be conducted in accordance with Paragraph 3 ofthis article; unless otherwise with the following circumstances, and the objective evidence and reasonable and specific opinions of the real estate appraisers and accountants can be providing. I. Where the related party		It is amended in accordance with Article 17 and 18 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Before Amendment	Before Amendment	After Amendment	Description
or leased land for development, it may submit proof of compliance with one of the following conditions: (I) Where the undeveloped land is appraised according to the preceding article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The reasonable construction profit shall be deemed the average gross operating profit margin of the related party's construction division over the recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (II)Completed transactions by unrelated party within one year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale practices. (III) Transactions by unrelated party within one year involving other floors of the same property, where the land		acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (I) Where the undeveloped land is appraised according to the preceding article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The reasonable construction profit shall be deemed the average gross operating profit margin of the related party's construction division over the recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (II)Transactionsby unrelated party within one year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market saleor leasing practices.	Amendments to the paragraphs and subparagraphs of this article.

	floors of the same property, where the land

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

	Before Amendment	Before Amendment	Before Amendment		After Amendment	Description
	II. III.	area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market rental practices. Where the Company acquiring real estate, from a related party provides evidence that the terms of the transaction are similar to the terms ofcompleted transactionsinvolving neighboring or closely valued parcels of land of a similar size by unrelated parties within one year. Thecompleted transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500m or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completedby unrelated party for parcels with a land area of no less than 50% of the property in the planned transaction; within one year refers to the year preceding the date of occurrence of the acquisition of the real estate. Where the Company acquires real estate from a related party and the results of appraisals conducted in accordance with the preceding article are	area and transaction terms are similar after calculation of reasonable price discrepancies in floor or		II. Where the Company acquiring real estate,or obtaining real estate right-of-use assets through leasing,from a related party provides evidence that the terms of the transaction are similar to the terms of transactionsinvolving neighboring or closely valued parcels of land of a similar size by unrelated parties within one year. Thetransactionsinvolving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500m or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactionsby unrelated party for parcels with a land area of no less than 50% of the property in the planned transaction; within one year refers to the year preceding the date of occurrence of the acquisition of the real estate orthe right-of-use assets. Where the Company acquires real estateor right-of-use assetsfrom a related party and the results of appraisals conducted in accordance with the preceding article are uniformly lower than the transaction price, without the circumstances described in Paragraph 1,Subparagraph 1 and 2of this Article, the following steps shall be taken: I. A special reserve shall be set aside in accordance with

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	Before Amendment		After Amendment	After Amendment	Description
	uniformly lower than the transaction price, without the circumstances described in Paragraph 1and 2of this Article, the following steps shall be taken: (I) A special reserve shall be set aside in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real estate transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. The special reserve that is set aside may not be utilized until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent. (II) The Audit Committee shall conduct the matter according to the regulations of Article 218 of the Company Act. (III)Subparagraph 1 and 2 shall be reported to the shareholders' meeting, and the details of the		II. III.	Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real estateor right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. The special reserve that is set aside may not be utilized until it has recognized a loss on decline in market value of the assets it purchasedor leasedat a premium, or they have been disposed of,or the leasing contract has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent. The Audit Committee shall conduct the matter according to the regulations of Article 218 of the Company Act. The precedingtwo subparagraphs shall be reported to the shareholders' meeting, and the details of the transactions shall be disclosed in the annual report and the public handbook.

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	Before Amendment		After Amendment	Description
	transactions shall be disclosed in the annual report and the public handbook.
Article 16	Internal audit system: I. The Company's internal audit personnel shall regularly conduct the suitability of internal controls on derivatives and a monthly audit of how faithfully derivatives trading by the trading department adheres to the operating procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the general manager should be informed immediately and the Audit Committee should be notified in writing. II. The Company's audit personnel shall include the transaction of derivative commodities in the audit plan and report the implementation status of the annual audit plan of the previous year to the Financial Supervisory Commission before the end of February every year; and the improvement status of abnormality shall be reported to the FSC for future reference before the end of May of the following year.	Article 16	Internal audit system: I. The Company's internal audit personnel shall regularly conduct the suitability of internal controls on derivatives and a monthly audit of how faithfully derivatives trading by the trading department adheres to the operating procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the general manager should be informed immediately and the Audit Committee andindependent directorsshould be notified in writing. II. The Company's audit personnel shall include the transaction of derivative commodities in the audit plan and report the implementation status of the annual audit plan of the previous year to the Financial Supervisory Commission before the end of February every year; and the improvement status of abnormality shall be reported to the FSC for future reference before the end of May of the following year.	It is amended in accordance with Article 22, Paragraph 3 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 20	When participating in a merger, demerger or acquisition, the Company shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or	Article 20	When participating in a merger, demerger or acquisition, the Company shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or

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Before Amendment After Amendment Description the Financial Supervisory the Financial Supervisory Commission is notified in Commission is notified in advance of extraordinary advance of extraordinary circumstances and grants consent. circumstances and grants consent. When participating in a transfer of When participating in a transfer shares, the Company shall call a of shares, the Company shall call board of directors meeting on the a board of directors meeting on day of the transaction with other the day of the transaction with participated companies. other participated companies. When participating in a merger, When participating in a merger, demerger, acquisition, or transfer demerger, acquisition, or transfer of another company's shares, a of another company's shares, a Amendment company that is listed on a company that is listed on a to the securities exchange market or has securities exchange market or has paragraph its shares traded on an OTC its shares traded on an OTC market shall prepare a full written market shall prepare a full written documentation of the following documentation of the following information and retain them for 5 information and retain them for 5 years for future reference: years for future reference: I.~III. No amendment. I.~III. No amendment. When participating in a merger, When participating in a merger, demerger, acquisition, or transfer demerger, acquisition, or transfer of another company's shares, a of another company's shares, a company that is listed on a company that is listed on a securities exchange market or has securities exchange market or has its shares traded on an OTC its shares traded on an OTC market, within 2 days counting market, within 2 days counting inclusively from the date of inclusively from the date of passage of a resolution by the passage of a resolution by the board of directors, shall report the board of directors, shall report the information set out in information set out in Subparagraph 1 and 2 of the Subparagraph 1 and 2 of the preceding paragraphs, in the preceding paragraphs, in the prescribed format and via the prescribed format and via the Internet, to the Financial Internet, to the Financial Supervisory Commission for Supervisory Commission for reference. reference. Where any of the companies Where any of the companies participating in a merger, participating in a merger, demerger, acquisition, or transfer demerger, acquisition, or transfer of another company's shares is of another company's shares is neither listed on an securities neither listed on a securities exchange market nor has its exchange market nor has its shares traded on an OTC market, shares traded on an OTC market, the company so listed or traded the company so listed or traded shall sign an agreement with such shall sign an agreement with such company whereby the latter is company whereby the latter is required to follow by the required to follow by the regulations of the preceding regulations of the preceding two Paragraph 2 and 3. paragraphs.

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	Before Amendment		After Amendment	After Amendment	Description
Article 25	Professional appraisers, certified public accounts, attorneys and securities underwriters that provide the Company with appraisal reports and opinions, the professional appraisers, certified public accounts, attorneys and securities underwriterscannot be the relatedparty of any party to the transaction.	Article 25	Professional appraisers, certified public accounts, attorneys and securities underwriters that provide the Company with appraisal reports and opinions, the professional appraisers, certified public accounts, attorneys and securities underwritersshall meet the following requirements: I. May not have previously received a final and sentence to imprisonment for more than one year for a violation of the Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this regulation does not apply if three years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. II. It must not be a related party		It is amended in accordance with Article 5, Paragraph 1 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
			I.
			II.
				to imprisonment for more than one year for a violation
				of the Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery
				of documents, or occupational crime. However, this regulation does not apply if three years
				have already passed since completion of service of the sentence, since expiration of
				the period of a suspended sentence, or since a pardon was received. It must not be a related party
			III.	or de facto related party of any party to the transaction. If the Company is requested to acquire appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

Article 27	For the calculation of 10% of the total assets under these Regulations, the total assets stated in the most recent individual entity or individual financial report prepared under the “Regulations Governing the	Article 27	For the calculation of 10% of the total assets under these Regulations, the total assets stated in the most recent individual entity or individual financial report prepared under the “Regulations Governing the		It is amended in accordance with Article 35 of the “Regulations Governing the Acquisition

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	Before Amendment		After Amendment	Description
	Preparation of Financial Reports by Securities Issuers” shall be used. In the case of a company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20% of paid-in capital under these Regulations, 10% of equity attributable to owners of the parent company shall be substituted.		Preparation of Financial Reports by Securities Issuers” shall be used. In the case of a company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20% of paid-in capital under these Regulations, 10% of equity attributable to owners of the parent company shall be substituted;for calculations under these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent company shall be substituted.	and Disposal of Assets by Public Companies.”

Annex 11

List of Candidates for Directors (including independent directors)

Name	Account No.	Name	Stake	Major Education/Experience
Director	31524	Uni-President Enterprises Corporation Representative: Alex C. Lo	162,743,264	MBA, UCLA, USA Chairman of Uni-President Enterprises Corporation
Director	291	Kao Chuan Investment Co., Ltd. Representative: KAO,HSIU-LING	52,457,308	Marymount College U.S.A Director of President Chain Store Corporation
Director	31524	Uni-President Enterprises Corporation Representative: WU,TSUNG-PIN	162,743,264	Accounting Department, Chung Yuan Christian University Director of President Chain Store Corporation
Director	6	WU TSENG,CHAO-MEI	42,956,030	Junior high school Director of Prince Housing and Development Corporation
Director	286	Tabo Investment Co., Ltd. Representative: WU,PING-CHIH	96,250,587	MS of Chemical Engineering and MS of Industrial Management, USC, USA Director of Prince Housing and Development Corporation
Director	286	Tabo Investment Co., Ltd. Representative: WU,CHIEN-TE	96,250,587	Master of Business Administration Director of Prince Housing and Development Corporation
Director	309	Yong Yuan Investment Co., Ltd. Representative: WU,CHUNG-HAN	14,969,463	Department of Chemistry, Fu Jen University Chairman of Sanxing Textile Co., Ltd.
Director	141666	Hon Yao Investment Co., Ltd. Representative: CHUANG,SHIH-HUNG	2,346,491	Master of Business Administration, Boston University, USA CEO of Times Square International Hotel Corporation
Director	204437	Sheng-Yuan Investment Holdings Ltd. Representative: HOU,PO-YI	2,086,986	Transportation Management Department, National Cheng Kung University Chairman of Universal Cement Corporation
Director	204431	Yuipen Investment Co., Ltd.	669,975
Director	245	Xin-Yong-Xing Investment Holdings Ltd. Representative: HOU,CHIH-YUAN	26,471,128	Master’s at the Center for East Asian Research, Harvard University Chairman of Universal Cement Corporation

List of Candidates for Directors (including independent directors)

Name	Account No.	Name	Stake	Major Education/Experience
Director	244	Chenglon Investment Co., Ltd. Representative: CHUANG,YING-CHIH	25,882,643	Hsing Wu Commercial School Chairman of Chenglon Investment Co., Ltd.
Independent Director	209263	NIEH,PENG-LING	16,954	National Kaohsiung Normal University PhD in English Teaching Independent Director, Tainan Spinning Co., Ltd.
Independent Director		HUNG,HE-YI	0	Nanying Commercial and Vocational School Manager of Uni-President Corporate Finance Group
Independent Director		HOU,JUNG-HSIEN	0	Master in Accounting, National Cheng Kung University Ernst & Young Global Limited Chief director at the Kaohsiung branch

Annex 12

Prince Housing and Development Corporation’s some representatives of corporate directors Waive of the restriction on the competition prohibition position details for the newly elected directors (including independent directors)

	As of May 15, 2016
Name	Directors who are concurrent work at other companies and positions
Representative of Uni-President Enterprises Corp.: Alex C. Lo	Chairman of: Uni-President Enterprises Corp., President Chain Store Corp., President Natural Industrial Corp., Ton Yi Industrial Corp., TTET Union Corp., Prince Housing & Development Corp., Prince Edward Ind Ltd, Prince Real Estate Group, Honesty Investment Holdings Co., Ltd., Time Master International Holdings Limited, Times Square International Hotel Corporation, Times Square International Stays Corporation, Kai Yu (BVI) Investment Co., Ltd, President Packaging Industrial Corp., President International Development Corp., President Property Corporation, Scinopharm Taiwan, Ltd., Upcc, Presco Netmarketing, Inc., Uni-President Dream Parks Co., Uni-President OAO Travel Service Corp., Kai Nan (BVI) Investment Co., Ltd, President Century Corp., Tone Ren Enterprise Co., Ltd., Zhangjiagang Tongqing Food Co., Ltd., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd., Uni-President (Vietnam) Co.,Ltd., Uni-President China Holdings Ltd., Uni-President (China) Investment Co., Ltd., Woogjin Foods Co., Ltd., Daeyoung Foods Co. Ltd. Vice Chairman of: President Nisshin Corp. Director of: President Professional Baseball Team Corp., Nanlien International Corporation, Tone Sang Construction Corp., RSI, RETAIL SUPPORT INTERNATIONAL CORPORATION, PRESICARRE CORPORATION, President Fair Development Corp., Uni-Wonder Corporation, UNI-PRESIDENT ORGANICS CORP., Kun Chi Venture Capital Co., LTD, UNI-PRESIDENT GLASS INDUSTRIAL CO., LTD., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Uni-President Development Corp., TAIT MARKETING & DISTRIBUTION CO., LTD., WEI LIH FOOD INDUSTRIAL CO., LTD., HOWARD BEACH RESORT KENTING CO., LTD., Prince Apartment Management Maintain Corp, LTD, Kao Chuan Investment Co., Ltd., PRESIDENT CHAIN STORE (BVI) HOLDINGS LTD., President Chain Store (Labuan) Holdings Ltd, Cayman President Holdings Ltd., Kai Yu (BVI) Investment Co.,Ltd, Uni-President Southeast Asia Holdings Ltd., President Packaging Holdings Ltd., President Energy Development (Cayman Islands) Ltd., Uni-President Asia Holdings Ltd., Uni-President Hong Kong Holdings Limited., Hefei President Enterprises Co., Ltd., Zhenzhou President Enterprises Co., Ltd., Nanchang President Enterprises Co., Ltd., Guangzhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., hangsha President Enterprises Co., Ltd., Nanning President Enterprises Co., Ltd., Zhanjiang Unified Enterprise Co., Ltd., Chongqing President Enterprises Co., Ltd., Taizhou President Enterprises Co., Ltd., Changchun President Enterprises Co., Ltd., Baiyin

As of May 15, 2016

Name

Directors who are concurrent work at other companies and
positions

Representative of
Uni-President
Enterprises Corp.:
Alex C. Lo

Chairman of:
Uni-President Enterprises Corp., President Chain Store Corp., President
Natural Industrial Corp., Ton Yi Industrial Corp., TTET Union Corp., Prince
Housing & Development Corp., Prince Edward Ind Ltd, Prince Real Estate
Group, Honesty Investment Holdings Co., Ltd., Time Master International
Holdings Limited, Times Square International Hotel Corporation, Times
Square International Stays Corporation, Kai Yu (BVI) Investment Co., Ltd,
President Packaging Industrial Corp., President International Development
Corp., President Property Corporation, Scinopharm Taiwan, Ltd., Upcc,
Presco Netmarketing, Inc., Uni-President Dream Parks Co., Uni-President
OAO Travel Service Corp., Kai Nan (BVI) Investment Co., Ltd, President
Century Corp., Tone Ren Enterprise Co., Ltd., Zhangjiagang Tongqing Food
Co., Ltd., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd.,
Uni-President (Vietnam) Co.,Ltd., Uni-President China Holdings Ltd.,
Uni-President (China) Investment Co., Ltd., Woogjin Foods Co., Ltd.,
Daeyoung Foods Co. Ltd.
Vice Chairman of:
President Nisshin Corp.
Director of:
President Professional Baseball Team Corp., Nanlien International
Corporation, Tone Sang Construction Corp., RSI, RETAIL SUPPORT
INTERNATIONAL CORPORATION, PRESICARRE CORPORATION,
President Fair Development Corp., Uni-Wonder Corporation,
UNI-PRESIDENT ORGANICS CORP., Kun Chi Venture Capital Co., LTD,
UNI-PRESIDENT GLASS INDUSTRIAL CO., LTD., Kuang Chuan Dairy
Co., Ltd., Kuang Chuan Foods Ltd., Uni-President Development Corp., TAIT
MARKETING & DISTRIBUTION CO., LTD., WEI LIH FOOD
INDUSTRIAL CO., LTD., HOWARD BEACH RESORT KENTING CO.,
LTD., Prince Apartment Management Maintain Corp, LTD, Kao Chuan
Investment Co., Ltd., PRESIDENT CHAIN STORE (BVI) HOLDINGS
LTD., President Chain Store (Labuan) Holdings Ltd, Cayman President
Holdings Ltd., Kai Yu (BVI) Investment Co.,Ltd, Uni-President Southeast
Asia Holdings Ltd., President Packaging Holdings Ltd., President Energy
Development (Cayman Islands) Ltd., Uni-President Asia Holdings Ltd.,
Uni-President Hong Kong Holdings Limited., Hefei President Enterprises
Co., Ltd., Zhenzhou President Enterprises Co., Ltd., Nanchang President
Enterprises Co., Ltd., Guangzhou President Enterprises Co., Ltd., Fuzhou
President Enterprises Co., Ltd., hangsha President Enterprises Co., Ltd.,
Nanning President Enterprises Co., Ltd., Zhanjiang Unified Enterprise Co.,
Ltd., Chongqing President Enterprises Co., Ltd., Taizhou President
Enterprises Co., Ltd., Changchun President Enterprises Co., Ltd., Baiyin

Name	Directors who are concurrent work at other companies and positions
	President Enterprises Co., Ltd., Hainan President Enterprises Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprises Co., Ltd., Hangzhou President Enterprises Co., Ltd., Xuzhou President Enterprises Co., Ltd., Henan President Enterprises Co., Ltd., Shaanxi President Enterprises Co., Ltd., Jiangsu President Enterprises Co., Ltd., Ningxia President Enterprises Co., Ltd., Shanghai President Enterprises Co., Ltd., Shanxi President Enterprises Co., Ltd., Tianjin President Enterprises Co., Ltd., Hunan President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Aksu President Enterprises Co., Ltd., Inner Mongolia President Enterprises Co., Ltd., Shijiazhuang President Enterprises Co., Ltd., Uni-President Enterprises (Xinjiang) Food Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan President Enterprises Food Co., Ltd., Chengdu President Enterprises Food Co., Ltd., Kunming President Enterprises Food Co., Ltd., Beijing President Enterprises Drinks Co., Ltd., Uni-President Enterprises (ShanghaI) Drink&Food Co., Ltd., President Enterprises (Kunshan) Food Products Technology Co., Ltd., Uni-commerce (HubeI) Co., Ltd., Uni-commerce (Kunshan) Co., Ltd., President(Shanghai)Trading Co.,Ltd., Yantai Tongli Beverage Industries Co., Ltd., Bama President Mineral Water Co., Ltd., Wuxue President Enterprises Mineral Water Co. Ltd., Changbaishan Mountain President Enterprises (Jilin) Mineral Water Co., Ltd., Champ Green Capital Limited, Champ Green (Shanghai). Consulting Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd., Uni-President Enterprise (HutubI) Tomato Products Technology Co., Ltd. General manager of: Presco Netmarketing, Inc.
Representative of Kao Chuan Investment Co., Ltd.: KAO, HSIU-LING	Chairman of: Kao Chuan Investment Co., Ltd., President Being Corp., President Fair Development Corp., Uni-President Department Store Corp., President Pharmaceutical Corporation, President Drugstore Business Corporation. Director of: Uni-President Enterprises Corp., PRESIDENT CHAIN STORE CORPORATION, TON YI INDUSTRIAL CORP., SCINOPHARM TAIWAN, LTD., President International Development Corp., Uni-President Development Corp., Prince Housing & Development Corp., TIMES SQUARE INTERNATIONAL HOTEL CORPORATION, TIME MASTER INTERNATIONAL HOLDINGS LIMITED, President (ShanghaI) Health Product Trading Company Ltd., Uni-Wonder Corporation, President Century Corp., President (Zhejiang) Product Trading Company Ltd. General manager of: Kao Chuan Investment Co., Ltd.
Representative of Uni-President Enterprises Corp. Co., Ltd.: WU,TSUNG-PIN	Chairman of: Tung-Ren Pharmaceutical Corporation, President Assets Management Company Ltd. Director of: President International Trade & Investment Corp., President Chain Store Corp., Prince Housing and Development Corporation, Prince Real Estate Group, Honesty Investment Holdings Co., Ltd., Time Master International Holdings Limited, Times Square International Hotel Corporation, Tone Sang Construction Corp., Scinopharm Taiwan, Ltd., Kai Nan (BVI) Investment Co., Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd.,

Name	Directors who are concurrent work at other companies and positions
	Uni-President Hong Kong Holdings Limited., Uni-President (Vietnam) Co., Ltd. Supervisor of: President Professional Baseball Team Corp., Nanlien International Corporation, Tung Lo Development Co., Ltd., President Kikkoman Inc., Kai Yu (BVI) Investment Co., Ltd., President International Development Corp., President Century Corp., Times Square International Stays Corporation, Mean Time Enterprise Co., Ltd., Kunshan President Kikkoman Biotechnology Co., LTD., PKZ, WoongjinFoods Co. Ltd., Daeyoung Foods Co. Ltd.
Xin-Yong-Xing Investment Holdings Ltd. Representative: HOU,CHIH-YUAN	Director of: Universal Real Estate Development Co., Ltd.
NIEH,PENG-LING	Independent Director Tainan Spinning Co., Ltd.
HOU,JUNG-HSIEN	Chairman: Family Tree Co., Ltd. Representatives of corporate directors: Gamma Optical Co., Ltd. Supervisor of: E&R Engineering Corporation, Cleanaway Company Limited, Jih Lin Technology Co., Ltd. Independent Director: Hong Ho Precision Textile Co., Ltd., Jiyuan Packaging Holdings Limited (Samoa), Tyc Brother Industrial Co., Ltd.

Appendix 1

Prince Housing and Development Corporation Rules of Procedure for Shareholders Meetings.

Article 1. To establish a strong governance system and sound supervisory capabilities for the meeting of shareholders of this Corporation, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies.
Article 2. The rules of procedures for the meeting of shareholders of this Corporation, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3. Unless the laws and regulations otherwise require, the meeting of shareholders of this Corporation shall be convened by the board of directors.

This Corporation shall prepare an electronic version of the notice of meeting of shareholders and the proxy form, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of an annual general meeting of shareholders (AGM) or 15 days before the date of a provisional meeting of shareholders. This Corporation shall prepare an electronic version of the handbook of meeting of shareholders and supplemental meeting materials and upload them to MOPS 21 days before the date of the AGM or 15 days before the date of a provisional meeting of shareholders. In addition, 15 days before the date of the shareholders meeting, this Corporation shall prepare the handbook of a meeting of shareholders and supplemental meeting materials and made them available for review by shareholders at any time. The meeting handbook and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a meeting of shareholders shall be specified in the meeting notice and public announcement. With the consent of the addressee, such can be made electronically

Elections or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or spin-off of the corporation or any matter under paragraph 1, Article 185, of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed in the reasons for convening column of the notice of meeting of shareholders. None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at an AGM. The principle of one proposal for one topic shall apply, and a proposal containing more than one item will not be discussed. In addition, the board of directors may not list in the handbook for discussion a proposal under any one of the circumstances specified in paragraph 4 of Article 172-1, of the Company Act.

Prior to the final date of stock transfer before an AGM is held, this Corporation shall announce the place and period of proposal acceptance for a minimum of 10 days. Each proposal submitted by shareholders shall not exceed 300 words. Proposals longer than 300 words will not be listed in the handbook for discussion. Shareholders making

proposals shall be present in person or represented by a proxy at the general meeting of shareholders and take part in proposal discussion.

Prior to the date of issuance of a meeting notice, this Corporation shall inform shareholders who have submitted proposals of the results of proposal processing and shall list in the meeting notice proposals conforming with the provisions of this article. At the meeting of shareholders, the board of directors shall explain the exclusion of any shareholder proposals in the handbook.

Article 4. Shareholders may appoint a proxy to represent them in a meeting by submitting the proxy form issued by this Corporation and by stating the scope of authorization for the proxy.

Each shareholder shall deliver to this Corporation one proxy form for one proxy only five days prior to a meeting of shareholders. When more than one proxy forms are received, only the earliest one will be accepted, except with a declaration to relieve the previous proxy.

After a proxy form is delivered to this Corporation, should a shareholder intend to attend the meeting in person or to exercise its voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to these Corporation 2 business days before the meeting date. Should the cancellation notice be delivered after that time, votes cast at the meeting by the proxy shall prevail?

Article 5. A meeting of shareholders shall be held in the region where this Corporation is located or a venue that can be easily accessed by shareholders and suitable for a meeting of shareholders. The meeting shall be held between 9.00 a.m. and 3.00 p.m. Full consideration shall be given to the opinions expressed by independent directors with respect to the place and time of the meeting.

Article 6. This Corporation shall specify in meeting notice the check in time, registration location and related notices to inform shareholders.

The said shareholder check in time shall begin at least 30 minutes before the meeting commences. The registration shall be readily identified, and sufficient competent staff shall be assigned to process shareholder registration.

Shareholders or their proxies (collectively called “shareholders”) shall attend the meeting of shareholders with an admission pass, check-in pass, or other admission documents. Under no circumstances shall this Corporation arbitrarily add requirements for other documents grating admission to a meeting of shareholders. Those recruiting proxy forms shall also bring their identity cards for verification.

This Corporation shall furnish a registry for shareholders check in or shareholders the meeting may hand in a check-in card to substitute check-in procedure.

This Corporation shall provide a AGM handbook, annual report, admission pass, speech note, vote, and other meeting materials for shareholders attending AGM, and a ballot for election, if any.

When the government or an institution is a shareholder, it may be represented by more than one representative at a meeting of shareholders. When an institution is appointed to attend the meeting as a proxy, it may designate only one person to represent it in the meeting.

Article 7. If a meeting of shareholders is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. Should the chairperson of the board be on leave or unable to exercise the powers of a chairperson for whatever reasons, the vice chairperson shall take its place to chair the meeting. Should there be no vice chairperson or the vice chairperson be on leave or unable to exercise the powers of a chairperson for whatever reasons, the chairperson shall appoint a managing director represent him/her or

a director shall be when there is no managing director. Should no representative is appointed by the chairperson, managing directors or directors may elect one of them chair the meeting.

When a managing director or director is assigned to chair a meeting of shareholders, this managing director or director must have worked at this Corporation for a minimum of six months and must understand the financial status of this Corporation. The same shall apply to an institutional representative.

It is advisable that a meeting of shareholders convened by the board of directors shall be chaired by the chairperson of the board in person and attended by majority directors and at least one member of each functional committee. Their attendances shall be recorded in the meeting minutes.

If a meeting of shareholders is convened by a party with convening power other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall select a chair from among themselves. This Corporation may appoint its attorneys at law, certified public accountants, or related staff to attend a meeting of shareholders.

Article 8. This Corporation shall maintain a full video and audio recordings of the meeting starting from the check-in and registration, during the meeting and the election. The said audiovisual data shall be retained for at least one year. Should a law suit be filed according to Article 189 of the Company Act, the said audiovisual data shall be retained until the end of the suit.

Article 9. Attendance of the meeting of shareholders shall be calculated based on numbers of shares. The number of shares for voting in writing or electronically shall be calculated based on shares shown in the check-in register or the check-in pass.

The chair shall call the meeting to order at the scheduled meeting time. However, when the shareholders in attendance do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, and the total length of postponements shall not exceed one hour. If the quorum does is not met after two postponements and the shareholders in attendance still represent less than one third of the total number of issued shares, the chair shall adjourn the meeting.

If the quorum is not met after two postponements mentioned in the preceding paragraph, but the number of shares represented by shareholders in attendance commands at a third or more of the total number of issued shares, a tentative resolution may be adopted in accordance with paragraph 1, Article 175, of the Company Act. All shareholders shall be notified of the tentative resolution and another meeting of shareholders shall be convened within one month.

Should the number of shareholders in attendance represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for voting at the meeting of shareholders according to Article 174 of the Company Act.

Article 10. The board of directors shall plan the agenda for meetings of shareholders it convenes and shall proceed such meetings as planned. Under no circumstances shall the board of directors alter the agenda without the resolution of the meeting of shareholders. The provisions in the preceding paragraph shall apply mutatis mutandis to meetings of shareholders convened by parties other than the board of directors.

Unless a resolution is otherwise made, under no circumstances shall the chairperson adjourn a meeting of shareholders without going through the entire agenda (including extraordinary motions). Should the chairperson violate this rule, other board members

shall assist shareholders in attendance to immediately elect a new chairperson with their majority consent according to the statutory procedures.

A chairperson shall grant ample opportunities for the full explanation and discussion of proposals and amendments or extraordinary motions put forward by the shareholders. A chairperson may end the discussion and call for a vote of sufficiently discusses proposals.

Article 11. Before speaking, a shareholder in attendance of shareholders must specify on a speaker's slip the subject matter of the speech, his/her shareholder account number (or admission pass number), and account name. The order in which shareholders speak will be set by the chairperson.

A shareholder in attendance who does not speak after submitting a speaker’s slip is considered as silent. Should the content of a speech does not correspond to the subject matter in the speaker's slip, the speech content shall prevail.

Except with the consent of the chairperson, a shareholder shall speak more than twice in the same proposal, and each speech shall not exceed five minutes. Should a shareholder make a speech in violation of related rules or irrelevant to the subject matter, the chairperson may request such a shareholder to terminate the speech

Except with the approval of the chairperson or the speaking shareholder, under no circumstances shall other shareholders interrupt the speech of a shareholder at the meeting.

When an institutional shareholder appoints two or more representatives to attend a meeting of shareholders, only one of such representatives may speak for the same proposal.

After a shareholder finishes a speech, the chairperson may personally or direct relevant staff to respond to such a speech.
Article 12. Voting at a meeting of shareholders shall be calculated based the number of shares. With respect to the resolutions made by the meeting of shareholders, the stake of a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

Should a shareholder be a stakeholder of a handbook item and should such a relationship prejudice the interest of this Corporation, that shareholder shall neither vote on that item nor exercise the voting rights as proxy for any other shareholders.

The number of shares not allowed for excising the voting rights according to the preceding paragraph will not be considered in the voting shares of shareholders in attendance.

Except for a trust enterprise or a shareholder services agent approved by the securities competent authority, when a person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by such a proxy shall not exceed 3 percent of the voting rights represented by the total number of issued shares, and the percentage of voting rights exceeding such a limit will not be considered.

Article 13. Each shareholder is entitled to one vote for each share held, except for restricted shares or non-voting shares under paragraph 2, Article 179, of the Company Act. When holding a meeting of shareholders, this Corporation may allow shareholders to exercise voting rights by correspondence or electronically, provided that the methods of voting shall be specified in the meeting notice. When exercising voting rights by correspondence or electronically, a shareholder shall be deemed as present in the meeting personally. However, such a shareholder shall be considered as a waiver when voting for extraordinary motions and amendments to original proposals. It is therefore advisable

that this Corporation shall avoid extraordinary motions and amendments to original proposals at the meeting.

A shareholder intending to exercise voting rights by correspondence or electronically under the preceding paragraph shall deliver a written declaration of intent to these Corporation two days before the date of the meeting of shareholders. When repeat declarations of intent are delivered, the one received earliest shall prevail, except for a declaration made to revoke the previous declaration of intent.

A shareholder wishing to attend a meeting of shareholders after exercising voting rights by correspondence or electronically shall delivered a notice to retract the said voting rights made with the same method as exercising the voting rights in writing two business days before the date of the meeting of shareholders. The voting rights exercised by correspondence or electronically shall prevail for failure to make retraction by the said deadline. When a shareholder exercises voting rights both by correspondence or electronically and by appointing a proxy to attend a meeting of shareholders, the voting rights exercised by the proxy in the meeting shall prevail.

Except the Company Act and the articles of incorporation of this Corporation otherwise require, a proposal shall be passed by an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, the chairperson or staff the chairperson designates shall first announce the total number of voting rights represented by the attending shareholders of each proposal before allowing for shareholders to vote. The outcomes of voting, including the number of votes in favor and against, and the number of abstentions shall be posted on MOPS on the same day after the meeting is adjourned.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. The chairperson shall appoint staff to supervise and count the votes if a proposal, provided that the appointed person shall be a shareholder of this Corporation. Vote counting for proposals or elections in a meeting of shareholders shall be conducted in a common area of the meeting venue. The outcomes, including the statistical tallies of the numbers of votes shall be announced immediately after counting is completed, and records shall be maintained.

Article 14. Directorial elections shall be implemented in accordance with related election and appointment rules established by this Corporation, and the voting results shall be announced on-site immediately, including the list of directors elect and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the supervising person and retained properly for at least one year. Should a law suit be filed according to Article 189 of the Company Act, the said audiovisual data shall be retained until the end of the suit.

Article 15. Resolutions made by the meeting of shareholders shall be maintained in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after meeting adjournment. The meeting minutes may be produced and distributed electronically. This Corporation may distribute the meeting minutes mentioned in the preceding paragraph positing it on MOPS.

The meeting minutes shall contain the accurate year, month, day, and place of the meeting, the full name off the chairperson, the methods by which resolutions were made,

and a summary of the deliberations and their results, and shall be retained permanently during the existence of this Corporation.

Article 16. On the day of a meeting of shareholders, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the meeting of shareholders. If matters put to a resolution at a meeting of shareholders constitute material information under applicable laws or regulations or under the regulations specified by Taiwan Stock Exchange Corporation, this Corporation shall upload the content of such resolution to MOPS by the deadline.
Article 17. Staff handling the administrative affairs of a meeting of shareholders shall wear an identification card or an armband.
The chair may direct proctors or security guards to help maintain order at the meeting place. When maintaining order at the meeting place, proctors or security guards shall wear an identification card or armband bearing the word “Proctor.”

Should a shareholder attempt to speak through devices other than the public-address equipment prepared by this Company in a meeting, the chairperson may stop such a shareholder.

When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructs the proceedings and refuses to heed calls to stop, the chairperson may direct proctors or security guards to escort that shareholder to leave the meeting.

Article 18. The chairperson may announce a break, where appropriate, in the middle of the meeting. They chairperson may also temporarily hold the meeting for force majeure or an act of God and resume the meeting wherever the situation allows. Should the meeting venue be no longer available for continued use and not all items (including extraordinary motions) in the meeting handbook are addressed, the meeting of shareholders may adopt a resolution to continue the meeting at another venue. Shareholders may postpone or continue the meeting within five days through resolution in accordance with Article 182 of the Company Act.
Article 19. Matters not provided for in these Rules shall be handled in accordance with the Company Act or the articles of incorporation of this Corporation.
Article 20. These Rules, and any amendments hereto, shall be implemented after adoption by meeting of shareholders.

Appendix 2

Articles of Incorporation of Prince Housing and Development

Corporation

Chapter 1. General Provisions

Article 1. This Company is incorporated as a company limited by shares in accordance with the Company Act in the name of 太子建設開發股份有限公司 in Chinese and Prince Housing and Development Corp. in English.
Article 2. The scope of business of this Company is as follows:
The development, operation, lease, and sale of farms, forests, and animal and aquaculture farms.
Commissioned construction, management, lease, and sale of public housing and commercial buildings, tourisms hostels, tourism and recreational industries (children’s theme parks and water parks), indoor and outdoor sports facilities, car parks and multistory car parks, supermarkets, harbor and inland bag or bulk warehouses.
Development, operations, lease and sale of industrial parks and residential areas.
Manufacture and trading of construction materials, and agency and promotion of construction technologies.
Estate lease and sale agent.
Distribution, import, manufacture, and trading to sports equipment.
Commissioned zoning.
E201010 Landscape Engineering
I503010 Landscape and Interior Designing
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3. This Company may invest in other industries for business needs regardless of the total investment limit of not more than 40 percent of the company’s paid-up capital set forth in Article 13 of the Company Act.
Article 4. This Company is headquartered in Tainan City, Republic of China. With the resolution made by the board of directors, this Company may establish branches and factories anywhere inside and outside the territory of the Republic of China. The shall apply to the withdrawal or relocation of such.

Article 5. This Company shall disclose information in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6. The total authorized capital of this Company is New Taiwan Dollar Twenty Billion (NTD 20 billion) divided into two thousand million (2,000,000,000) shares with a par value at New Taiwan Dollar Ten (NTD 10) each. The board of directors is authorized to issue such shares serially.
Article 7. After being approved for establishment or registration change, shares of this Company are issued in registered stocks signed or stamped by a minimum of three directors and certified by competent authorities or the organizations for stock issuance and registration designated by such authorities. When issuing shares publicly, this Company may exempt from printing the stocks for such shares or print stocks combining with the total number of shares issued, provided registration to the centralized securities depository enterprises shall be made.
Article 8. This Company shall handle stock affairs in accordance with the regulations of competent authorities and related laws and regulations.
Article 9. No name change or share transfer is allowed within 60 days prior to an annual general meeting of shareholders, within 30 days prior to a provision meeting of shareholders, or within 5 days prior to the base date for distributing dividends, bonuses, or other benefits.
Article 10. This Company may charge the printing fee and pay the stamp tax for renewal or reissuance of new stocks.
Chapter 3. Meeting of Shareholders
Article 11. Meetings of shareholders include the general meeting of shareholders and the provisional meeting of shareholders. The former shall be held at least once a year within six (6) months after the end of each accounting year; and the latter shall be held by law where necessary.
Article 12. A shareholder unable to attend a meeting of shareholders may appoint a proxy to attend the meeting in accordance with Article 177 of the Company Act. Unless the Company Act otherwise requires, proxy appointments shall be made in

accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by competent authorities.

Article 13. Unless the Company Act otherwise requires, the chairperson of this Company shall chair a meeting of shareholders. The chairperson who is absent with apologies or unable to carry out his duties for some reason shall appoint a proxy in accordance with Article 208 of the Company Act.
Article 14. Unless the law otherwise requires, resolutions of a meeting of shareholders shall be made with the approval of over half of shareholders in a meeting attended by shareholders representing over half of the total number of shares issued.
This Company shall include electronic voting as a way to exercise voting rights in a meeting of shareholders, and exercising voting rights by correspondence may also be accepted.
Article 15. Each shareholder of this Company is entitled to one vote for each share held, except for restricted shares or non-voting shares under the Company Act.
Article 16. Resolutions made in a meeting of shareholders shall be taken in the meeting minutes that contain the year, month, day, and place of the meeting, the full name off the chairperson, the methods by which resolutions are made, and a summary of the deliberations and their results. The meeting minutes shall be signed or sealed by the chairperson and a copy distributed to each shareholder within 20 days after meeting adjournment. The meeting minutes may be distributed by means of an announcement. The meeting minutes, the shareholder attendance list, and the power of attorney shall all be retained by this Company for reference and recording.

Chapter 4. Board of Directors and Audit Committee

Article 17. The board of directors of this company consists of fifteen directors, including three independent directors. Candidates are nominated from among competent shareholders. A director can hold a term of three years and is valid for re-election. The total number of shares held by all directors shall be handled in accordance with the regulations of the securities management authority. In a directorial election, each share is entitled to voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Those candidates receiving more voting rights shall be elected as directors.

The professional qualifications, stake, concurrent job limitation, nomination, election, and other matters relating to independent shareholders shall be subject to the related regulations of the securities competent authority.

The board of directors is authorized to determine the compensation, honorarium, and administrative expense of directors with respect to their involvement in organizational operations and contributions and the standard in the business. However, Article 32 of the Company Act shall also apply to the compensation for directors.
Article 18. The board of directors shall be formed by directors. The chairperson is elected with the approval of over half of directors in a board meeting attended by over two thirds of all director. The same method shall apply to elect a vice president. The chairperson represents this Company externally and administer the Company in the assistance of the vice chairperson in accordance with related laws and regulations and the resolutions made by the meeting of shareholders. Should the chairperson be absent or unable to carry out his/her duties for some reasons, the proxy shall be appointed in accordance with the Company Act.
Article 19. The chairperson shall chair a board meeting. The chairperson who is absent with apologies or unable to carry out his duties for some reason shall appoint a proxy in accordance with Article 208 of the Company Act.
Article 20. Directors shall attend a board meeting in person. A director who is absent with apologies may assign another director to represent him in a board meeting by issuing a power of attorney specifying the scope of authorization. One on one representation shall apply. A board meeting may be implemented by a conference call. Directors attending a board meeting by conference call are considered as present.
Article 21. The roles and responsibilities of a board are as follows: 1. Review and determine various rules for business operations. 2. Determine business orientation. 3. Review annual budgets. 4. Draw up profit distribution and profit compensation plans. 5. Draw up capital increase and reduction plans. 6. Determine the appointment and dismissal of important staff. 7. Implement resolutions made by the meeting of shareholders. 8. Discuss and determine external investments. 9. Assume other responsibilities under the law and assigned by the meeting of shareholders. Except for the above matters and matters to be resolved by the meeting of shareholders as specified by the Company Act, all matters shall be implemented with the board resolutions.

Article 22. A board meeting shall be held at least once year. Unless the law otherwise requires, the chairperson shall convene a board meeting, specify the purpose of meeting, and notify all directors seven days in advance. Provisional board meetings may be convened at any time in case of an emergency.
The meeting notice of the said meetings may be made by correspondence, by fax or electronically.
Article 23 The chairperson shall carry out the resolutions on all business affairs made by the board meeting. Unless the Company Act otherwise requires, resolutions shall be made by over half of directors in a board meeting attended by over half of the directors. The minutes, the sign-in list and power of attorney of a board meeting shall all be retained by this Company for reference and recording.
Article 24. This Company establishes an audit committee with all independent directors in accordance with the Securities and Exchange Act. The organization, roles and responsibilities, rules of procedures and other duties of the audit committee shall be subject to the regulations promulgated by the securities competent authority.
Article 25. The roles and responsibilities of supervisors under the Company Act, Securities and Exchange Act and other related laws and regulations shall apply mutatis mutandis to the audit committee as of the day of committee establishment.
Article 26. This Company may establish other functional committees with articles of organization established by the board of director according to related laws and regulations.
Article 27. This Company may purchase liability insurance for directors and other important staff during their term through the board of directors.

Chapter 5. Managers and Employees

Article 28. The appointment, dismissal and compensation of managers shall be subject to Article 29 of the Company Act. The board of directors shall resolve the responsibility and authority and their scope of managers’ subject to the functions and duties of individual departments.

Chapter 6. Accounting

Article 29. The accounting year of this Company commences on January 1 and ends on December 31 each year. This Company shall prepare a final account report at the end of each accounting year.
Article 30. At the end of each accounting year, the board of directors shall prepare the following reports and submit them to the meeting of shareholders for recognition.
Business report.
Financial statements.
Profit distribution and deficit compensation proposals.
Article 31. The industry in which this Company operates has entered the mature period with keep competitions. When drawing up profit distribution proposals, the board of directors shall consider the capital expenditure and budget and capital needs in the future and measure the need to fulfill the capital needs with earnings before determining the percentage of capital reserve and profit distribution and the amount of dividends or bonuses distributed in cash.
Should there be net profit after the account is closed of every accounting year, apart from paying the business income tax and compensating for the deficits in previous years, the Company shall first appropriate ten percent (10%) as the legal reserve, except when the accumulated amount of legal reserve equals the amount of the paid-up capital. Then, after appropriating or reversing the special reserve by law, the remaining amount will be the distributed earnings. By adding up the cumulative earnings of the previous years, the sum will be the cumulative distributable earnings. The dividend and bonuses of shareholders can be appropriated with the cumulative distributable earnings, with a minimum of 20% of distributable earnings of the year and the minimum cash dividend of 30% of the total amount appropriated for dividends and bonuses for the shareholders of the year. In addition to dividends, the board of directors shall draw up a proposal for profit distribution and submit it to the meeting of shareholders for resolution before distribution.
Article 32. This Company shall distribute a minimum of 2% of the profits in a year as compensation for employees and a minimum of 3% as compensation for directors. However, cumulative deficits, if any, shall be compensated for first.

Compensation for employees can be distributed in the form of stocks or in cash and such employees may include employees of

subsidiaries complying with the related requirements.

The status of annual profit in paragraph 1 refers to the profit after deducting the compensation for employees and directors from the profit before tax in the year.

The distribution of compensation for employees and directors shall be resolved by over half of directors in a board meeting attended by over two thirds of all directors and reported to the meeting of shareholders.

Chapter 7. Addendum

Article 33. The charter of organization and rules for business operations of this Company shall be determined by the board of directors separately.
Article 34. This Company may provide endorsements and guarantees for third parties for business purposes.
Article 35. Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act and other laws and regulations.
Article 36. These Articles of Incorporation were established on August 23, 1973; 1st amendment was made on November 20, 1974; 2nd amendment was made on February 10, 1976; 3rd amendment was made on March 8, 1977; 4th amendment was made on April 28, 1980; 5th amendment was made on May 2, 1981; 6th amendment was made on November 4, 1982; 7th amendment was made on May 16, 1984; 8th amendment was made on April 26, 1986; 9th amendment was made on April 3, 1989; 10th amendment was made on December 27, 1990; 11th amendment was made on June 18, 1991; 12th amendment was made on April 23, 1992; 13th amendment was made on May 7, 1993; 14th amendment was made on May 10, 1994; 15th amendment was made on June 5, 1995; 16th amendment was made on May 24, 1996; 17th amendment was made on June 17, 1997; 18th amendment was made on May 19, 1998; 19th amendment was made on June 9, 1999; 20th amendment was made on June 9, 2000; 21st amendment was made on June 20, 2002; 22nd amendment was made on June 26, 2003; 23rd amendment was made on June 15, 2004; 24th amendment was made on June 27, 2005; 25th amendment was made on June 14; 2006; 26th amendment was made on June 15, 2007; 27th

amendment was made on June 13, 2008; 28th amendment was made on June 19, 2009; 29th amendment was made on June 24, 2010; 30th amendment was made on June 17; 2011; 31st amendment was made on June 20, 2012; 32nd amendment was made on June 18, 2013; 33rd amendment was made on June 20, 2014; 34th amendment was made on June 17, 2015; 35th amendment was made on June 21, 2016; 36th amendment was made on June 22, 2017. All amendments are implemented with the resolution of the meeting of shareholders.

Prince Housing & Development corp. Chairman: Alex C. Lo

Appendix 3

Prince Housing & Development corp. Procedures for Election of Directors

Article 1 : To ensure a just, fair and open election of directors and supervisors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies.
Article 2 : Unless the law of the articles of incorporation of this Corporation otherwise requires, directors shall be elected in accordance with these Procedures.
Article 3 : The overall composition of the board of directors shall be taken into consideration in the selection of directors. A board shall be formed with members of comprehensive specialties and a comprehensive policy shall be established appropriate to the operation, operating style, and development requirements. The following two standards shall be considered:
I. Basic requirements and value: Gender, age, nationality, and culture. II. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, and technology), professional skills and business experience.
A board member shall be equipped with the knowledge, skills and competencies required for performing its duties, the overall competencies required for the position are as follows:
I. The ability to make judgments about operations.
II. Accounting and financial analysis ability.
III. Business management ability.
IV. Crisis management ability.
V. Knowledge of the industry.
VI. An international market perspective.
VII. Leadership ability.
VIII. Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors may adjust the board members according to the results of a performance evaluation.

Article 4 : The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies.
Article 5 : Elections of directors of this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. To review the qualifications, education, experience, and

compliance with Article 30 of the Company Act of director candidates, no other proof of qualifications shall be assed, and the review results shall be disclosed to the shareholders for the reference to elect the qualified directors. When the number of directors falls below five after the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at the next meeting of shareholders. When the number of directors falls short by one third of the total number prescribed in articles of incorporation of this Corporation, this Corporation shall call a provision meeting of shareholders within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required by the proviso of paragraph 1, Article 14-2, of the Securities and Exchange Act, or the related provisions of the rules for listing review of the Taiwan Stock Exchange, a by-election shall be held at the next meeting of shareholders to fill the vacancy. When the independent directors are dismissed en masse , a provisional meeting of shareholders shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6 : The open-ballot, cumulative voting method will be used for director elections at this Corporation. Each share will have voting rights in the number equal to the directors or supervisors to be elected and may be cast for a single candidate or split among multiple candidates.
Article 7 : The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Admission pass numbers printed on the ballots may be used in place of the names of voters.
Article 8 : The number of directors is specified in the articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more candidates receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9 : Before an election begins, the chairperson shall appoint a number of shareholders as supervising person and counters to scrutinize and count votes in an election. The ballot box shall be prepared by the board of directors and publicly checked by the supervising person before the voting commences.
Article 10 : If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the “candidate” column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or institutional investor, the name of the governmental organization or institutional investor shall be entered in the column for the

candidate's account name in the ballot paper, or both the name of the governmental organization or institutional investor and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 11 : A ballot is invalid under any one of the following circumstances:
I. The ballot was not prepared by the board of directors.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and illegible or has been altered.
IV. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholders’ registry or the candidate whose name is entered in the ballot is a non-shareholder and a cross-check shows that the candidate's name and identity card number do not match.
V. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
VI. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
Article 12 : The voting rights shall be calculated on site immediately after the end of the poll, and the chairperson shall announce on the site the list of directors elect and the number votes.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the supervising person and retained properly for at least one year. Should a law suit be filed according to Article 189 of the Company Act, the said audiovisual data shall be retained until the end of the suit.
Article 13 : The board of directors of this Corporation shall issue notifications to the directors’ elect.
Article 14 : These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Appendix 4

Stake of Directors of Prince Housing and Development Corporation

Title	Name	The number of shares held as of the deadline for stock transfer	Remarks
Chairperson	Alex C. Lo	162,743,264	Representative of Uni-President Enterprises Corporation
Director	WU, TSUNG-PIN
Director	CHENG, LI-LING	28,136,024	Representative of Jiu Fu Investment Co., Ltd.
Director	WU TSENG, CHAO-MEI	42,956,030
Director	CHUANG, SHIH-HUNG	2,346,491	Representative of Hong Yao Investment Co., Ltd.
Director	KAO, HSIU-LING	52,457,308	Representative of Kao Chuan Investment Co., Ltd.
Director	HOU, PO-MING	669,975	Representative of Yu Peng Investment Co., Ltd.
Director	HOU, PO-YI	13,701,215
Director	WU, CHUNG-HAN	14,969,463	Representative of Yong Yuan Investment Co., Ltd.
Director	CHUANG,YING-CHIH	25,882,643	Representative of Cheng Long Investment Co., Ltd.
Director	WU, CHIEN-TE	96,250,587	Representative of Tai Bo Investment Co., Ltd.
Director	WU, PING-CHIH
Independent Director	HSU, SHENG-TSAI	0
Independent Director	HUNG, HE-YI	0
Independent Director	NIEH, PENG-LING	16,954
Total of Directors		440,129,954

Wi t h r e s p e c t t o A r t i c l e 2 6 o f th e S e c u r i t i e s a n d E x c h a n g e A c t : T h e m i n i mu m s t a k e o f a l l d i r e c t o r s i s 3 8 ,9 5 9 , 8 2 7 s h a r e s .

Appendix 5

The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE

There will be no impact on business performance, EPS, and ROE as no stock dividend was issued in 2018.

We shape our buildings and afterwards our buildings shape us.

Taipei Office 21F., No. 11, Songgao Rd., Xinyi Dist., Taipei City

Taichung Office 14F., No. 416, Sec. 2, Chongde Rd., Beitun Dist., Taichung City

Tainan Office

8F., No. 398, Sec. 1, Zhonghua E. Rd., East Dist., Tainan City

AI assistant

PHD — AGM Information 2019

52134_rns_2019-07-09_b5552b49-d9ff-4007-8b01-1e7b77a4b0d1.pdf

Table of Contents

Calling the Meeting to Order

Prince Housing and Development Corporation

Meeting Agenda for the 2019 Annual General Meeting of Shareholders

Management Presentations

XI. Other reports:

Ratifications

Discussions

Elections

Other proposals

Motions

Business Report

I. 2018 Business Report

II. Summary of the Current Business Plan

III. Future Development Strategy

Chairman: Alex C. Lo President: HSIEH,MING-FAN CAO: TAI,TA-CHANG

Prince Housing & Development corp. Audit Report by the Audit Committee

Prince Housing & Development corp.

Amendments Comparison Table of Rules of Procedure for Board of Directors Meetings

Prince Housing & Development corp.

Amendments Comparison Table of Rules of Procedure for Board of Directors Meetings

Prince Housing & Development corp. Amendments Comparison Table of Ethical Corporate Management Best Practice Principles Comparison table for the procedures

Prince Housing & Development corp. Amendments Comparison Table of Procedures for Ethical Management and Guidelines for Conduct Comparison table for the procedures

Prince Housing & Development corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison table for the procedures

Prince Housing & Development corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison table for the procedures

Prince Housing & Development corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison table for the procedures

Audit Opinion

Basis of Audit

Key Audit Items

Recognition time point of realty sale revenue

Description

Responsive Audit Procedures

Recognition of revenues from construction projects—Assessment of completion schedule

Description

Responsive Audit Procedures

Others: Audits of other accountants

Other matters – individual financial reports

Responsibility for the Consolidated Financial Statements of the Management

and Governance Units

Accountant’s responsibility for auditing consolidated financial statements

PwC Taiwan

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2017 and December 31, 2018

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2017 and December 31, 2018

P rince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income from January 1 to December 31 of 2018 and 2017

P rince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income from January 1 to December 31 of 2018 and 2017

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

Audit Opinion

Basis of Audit

Key Audit Items

Recognition time point of realty sale revenue Description

Responsive Audit Procedures

Description

Responsive Audit Procedures

Others: Audits of other accountants

Responsibility for the Individual Financial Statements of the Management and Governance Units

Accountant’s responsibility for auditing individual financial statements

WU, CHIEN-CHIH

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2017 and December 31, 2018

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2017 and December 31, 2018

Prince Housing and Development Corporation Individual Statement of Comprehensive Income from January 1 to December 31 of 2018 and 2017

Prince Housing and Development Corporation Individual Statement of Changes in Equity from January 1 to December 31 of 2018 and 2017

Prince Housing and Development Corporation Individual Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

Prince Housing and Development Corporation Individual Statement of Cash Flows from January 1 to December 31 of 2018 and 2017

Prince Housing & Development corp.

Profit Distribution Table

I. Available distribution

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

Prince Housing & Development corp.

Amendments Comparison Table of Procedures for the Acquisition or Disposal of Assets

Comparison table for the procedures

Prince Housing & Development corp.

PHD AGM Information 2019