PHD - AGM Information 2021 | FinancialReports.eu

Prince Housing and Development Corporation

Meeting Minutes of the 2021 Annual General Shareholders’ meeting

I. Time: 10:00 am, Thursday, Aug 5, 2021

(The original date designated at 10:00 am, Thursday, Jun 17, 2021 and the Board of Directors announced to change the date of Shareholders’ meeting on Jun 17 in accordance with the announcement of the FSC)

II. Place: Grand Conference Hall, The Labor Recreation Center

1F, No. 261, Nanmen Road, Tainan City.

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

Total outstanding shares of the Company: 1,622,670,723 shares

Total shares represented by shareholders present in person or by proxy: 1,188,713,352 shares

Percentage of shareholding of the shareholders present in person or by proxy: 73.26%

Present Directors:

Attendance of Directors:

Chih-Hsien Lo (Rep: Uni-President Enterprises Corp.)

Tsung-Ping Wu (Rep: Uni-President Enterprises Corp.)

Chung-Ho Wu (Rep: Young Yuan Inv. Co. Ltd.)

Attendance of Independent Directors:

Peng-Ling Nei

Long-Shen Hou

Attendance:

Ming-Fan Xie, President

Yu-Cheng Li, Lawyer

Chung-Yu Tien, CPA

Chairman:

Chih-Hsien Lo

Recorder:

Jun-Liang Lin

Management Presentations

I. 2020 Business Report, please review. Description: Please refer to Annex 1 for the 2020 Business Report (Handbook: Page 6).
II. 2020 Final Report audited by the Audit Committee, please review. Description: Please refer to Annex 2 for the Audit Report of the Audit Committee (Handbook: Page 7).
III. 2020 Report on the Total Amount of Endorsements and Guarantees: The details of the endorsements and guarantees for investees by December 31, 2020 are as follows.

020 are as follows.
	Expressedinthousand NT Dollars
Endorsed/guaranteed investee	Total amount of endorsements and guarantees at the end of theperiod	The amount of endorsements and guarantees actually disbursed
The Splendor Hospitality InternationalCo.,Ltd.	1,875,000	1,875,000

IV. The details of capital lending to others in 2020 are as follows: No capital lending was reported by December 31, 2020.
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 6, 2018, with Zheng-Gui-Zhai-Zi document No. 10700144711; and the fundraising process was completed on June 15, 2018.
VI. 2020 Report on the Remuneration for Employees and Directors:
(I) Proceed with accordance with Article 32 of the Articles of Incorporation.
(II) Three percent of the profit amounting to NT$32,029,471 will be distributed in cash as remuneration for directors as recommended by the 5[th] meeting of the 4[th] Remuneration Committee and resolved by the 10[th] meeting of the 16[th] Board of Directors.
(III) Not more than 10% of the net profit before tax in the profit distribution year amounting to NT$94,147,235 will be distributed in cash as a performance bonus and profit-sharing for employees as recommended by the 10[th] meeting of the 16[th ] Board of Directors based on the resolution made by the 6[th ] meeting of the 14[th] Board of Directors.
VII. Description: Please refer to Annex 3 for the comparison table of amendments to the Rules of Procedure for Meetings of the Board of Directors. (Handbook: Page

8).

VIII. Description: Please refer to Annex 4 for the Comparison Table of Amendments to the Corporate Social Responsibility Best Practice Principles for the Company; it is reported for future verification. (Handbook: Page 9-12).
IX. Report on Other Matters:
Related information of shareholders holding over one percent of the total number of issued shares of the Group.
- Description: Referring to Article 172-1 of the Company Act:
  - “Shareholder(s) holding more than one percent (1%) of the total number of outstanding shares of a company may make a proposal for discussion at a general meeting of the shareholders.” The proposal acceptance date for the current AGM will be April 9-19, 2021. No proposal was submitted by shareholders during the said period.

Ratifications

Proposal 1: Ratification of the 2020 Business Report and 2020 Financial Statements (Proposed by the Board of Directors).

Description: Ratification of the 2020 Final Report was approved by the 10[th] meeting of the 16[th] Board of Directors in 2021. The report has been submitted to the Audit Committee for audit. Please ratify.

(Please refer to Annex 1 and Annexes 5-6 (Handbook: Page 6 & 13-35).

Resolution:

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Total outstanding shares of the Company 1,188,713,352 shares
Approval votes 1,165,278,576 shares, 98.02%
Disapproval votes 296,234 shares, 0.02%
Abstention votes / No votes 23,138,542 shares, 1.96%
Invalid votes 0 share
The above proposal be and hereby was approved as proposed.
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Proposal 2: Ratification of the 2020 Earnings Distribution Proposal (Proposed by the Board of Directors).

Description: 1. The 2020 Earnings Distribution Proposal was approved by the 10[th] meeting of the 16[th] Board of Directors in 2021 and submitted to the Audit Committee for auditing.

Cash dividends will be NT$0.40 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.
Please refer to the earnings distribution table for details regarding the 2020 Earnings distribution Proposal. (Please refer to Annex 7 (Handbook: Page 36).

Resolution:

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Total outstanding shares of the Company 1,188,713,352 shares
Approval votes 1,167,175,497 shares, 98.18%
Disapproval votes 391,234 shares, 0.03%
Abstention votes / No votes 21,146,621 shares, 1.79%
Invalid votes 0 share
The above proposal be and hereby was approved as proposed.
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Discussions

		Discussions	Discussions
Proposal	1:	Amendments to the Rules of Procedure for Shareholders’ Meeting. Please
		refer to the comparison table in Annex 8 (Handbook: Page 37-39)
		(Proposed by the Board of Directors).
		Resolution:
		Total outstanding shares of the Company	1,188,713,352 shares
		Approval votes	1,167,157,276 shares, 98.18%
		Disapproval votes	404,390 shares, 0.03%
		Abstention votes/no votes	21,151,686 shares, 1.79%
		Invalid votes	0 share
		The above proposal be and hereby was approved as proposed.

Motions

None

Adjournment

Annex 1

Business Report

I. Business Report of the Previous Year

Looking back at 2020, COVID-19 that sprung like a black swan in early 2020 triggered a global economic depression when city lockdowns and border closures took place across the globe. This has also raised hob with the tempo of the real-estate market. In addition, the non-stop USChina trade war has caused the backflow of capital from overseas Taiwanese businesses to stimulate the development of Taiwan’s real estate market.

In real estate, thanks to the low-interest environment, optimization and increase in the home loan percentage, and proper pandemic control, domestic economic growth that went against the trend kept home-buying intentions at a high level to heat up the real estate market, leading to an annual transfer volume up to 320,000 units across Taiwan. In corporate governance, “character, brand, and taste” are the foundation of its sustainable development. By upholding dedication and pragmatism, we develop word of mouth for sustainable and steady growth and provide customers with integrated and full-range services covering construction, building, security, and after-sales service. In addition, we actively engage in the investment and operation of global brand hotels and BOT projects. Our achievements in diversification bring steady revenue contributions in addition to the construction core business. However, influenced by the pandemic, deficits were seen in the international hotel business. Hence, we are making efforts in strategy adjustments to mitigate the impacts of the pandemic.

Project completed in 2020 included: Prince Xin Worlds in Taichung, Prince World of Peak in Tainan, and Prince Castle in Kaohsiung. In 2020, the annual revenue was NT$7.306 billion and the net profit of the period was NT$793 million; the consolidated revenue was NT$11.963 billion, and the consolidated net profit was NT$729 million.

II. Summary of the Current Business Plan

Looking out to 2021, “inflation” as a grey rhino is expected. Although the success of vaccines in different countries has shed a ray of hope to the post-pandemic era, economic development is still uncertain as the pandemic will not disappear in an instant and due to the Central Bank’s new measures to cool down the real estate market and the improvement of Taiwanese-US relations.

In real estate, although the pandemic is still serious, Taiwan is comparatively stable and secure thanks to the government’s advanced deployment and outstanding performance in epidemic control. The realty investments from overseas Taiwanese businesses and international hot money for hedging will bring positive energy to Taiwan’s real estate market. In addition, in response to the deteriorating climate change and increasing extreme weather events, as a housing provider, besides actively supporting the global trend to realize environmental and product sustainability, we will introduce the green design model and capture the green building opportunities brought by climate change. Projects to be completed in 2021 include: Lixing Section in Linkou and Prince Cloud E in Kaohsiung. In re-investment, apart from continuously optimizing suite and house operations, we will engage on cross-industry cooperation to ensure steady profit. Hotel Resonance Taipei officially opened at the end of 2020. This is our second international hotel brand after W Taipei Hotel. It is hoped that both brands can enhance the overall performance of hotel operations.

III. Future Development Strategy

Upholding the belief in “one for all and all for one,” we will constantly strengthen our social connections and interactions and insist on the “one-year warranty and lifelong service” business philosophy. We hire full-time sales personnel for consumer service hotlines in all parts of Taiwan. Customers can find respective customer service centers from our corporate website. We also integrate the works system to find the cause for the customer within the shortest time, proceed with repair, and follow up the results for customers to feel safe with us. Currently, the board of directors has a total of 15 directors, including 3 independent directors, each with a term of 3 years. Besides

expertise in different areas, mainly accounting and business administration, we emphasize the ethical behavior of all board members. Currently, seven of them hold a master’s or PhD degree. The board of directors' duty includes appointment and supervision of the Company’s management team, protection of the rights and interests of stakeholders, and maximization of the interests of shareholders. According to Chairperson Alex C. Lo, stabilization is the best strategy of uncertainty management to reduce errors in a time of turmoil. This is how we can achieve “character, brand, and taste,” the insistence we will never change.

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

Among the 2020 Business Report, 2020 Financial Statements, and 2020 Proposal for Earnings distribution prepared by the Board of Directors, the 2020 Financial Statements have been approved by CPA Tien, Chung-Yu and CPA Wu, Chien-Chih of PwC Taiwan. They 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.

The 2021 Annual General Shareholders’ meeting of Prince Housing and Development Corporation

Prince Housing & Development Corp.

Audit Committee Chairman Peng-Ling Nieh

May 6, 2021

Annex 3

Prince Housing & Development Corp. Comparison Table of Amendments to the Rules of Procedure for Meetings of the Board of Directors

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Before Amendment After Amendment Description
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Prince Housing & Development Corp. Comparison Table of Amendments to the Rules of Procedure for Meetings of the Board of Directors	Prince Housing & Development Corp. Comparison Table of Amendments to the Rules of Procedure for Meetings of the Board of Directors	Prince Housing & Development Corp. Comparison Table of Amendments to the Rules of Procedure for Meetings of the Board of Directors
Before Amendment After Amendment Description

Article 10 A meeting of the board of directors shall be convened and chaired by the chairperson of the board. However, the director receiving votes representing the largest portion of voting rights at the shareholders’ meeting shall convene and chair the first meeting of each newly elected board of directors. If there are two or more directors so entitled to convene the meeting, they shall choose one from themselves to chair the meeting. If the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, the vice chairperson shall take up such duty. If there is no vice chairperson or the vice chairperson also is on leave or for any reason is unable to act, the chairperson may designate a director to take up his/her duty. If no designation is made, directors may elect one of them to chair the meeting.	Article 10 Unless the Company Act otherwise requires,the chairperson of the board shall convene and chair the meeting of the board of directors. However, the director receiving votes representing the largest portion of voting rights at the shareholders’ meeting shall convene and chair the first meeting of each newly elected board of directors. If there are two or more directors so entitled to convene the meeting, they shall choose one from themselves to chair the meeting. If the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, the vice chairperson shall take up such duty. If there is no vice chairperson or the vice chairperson also is on leave or for any reason is unable to act, the chairperson may designate a director to take up his/her duty. If no designation is made, directors may elect one of them to chair the meeting.	This article is amended in coordination with Article 203, paragraph 4, of the Company Act and the possibility of future changes in related regulations.

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Before Amendment After Amendment Description
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Before Amendment After Amendment Description	Before Amendment After Amendment Description	Before Amendment After Amendment Description

Article 16 If a director or the corporation (juristic person) he/she represents is an interested party to an agenda item at a board meeting, this director shall state the important aspects of the interested party relationship at that board meeting. If the relationship is likely to prejudice the interest of this Corporation, that director shall not participate in discussion or voting on that agenda item, shall recuse himself/herself from the discussion or the voting on the item, and shall not exercise the voting rights as a proxy for another director. If a director is prohibited from exercising voting rights over a board resolution at a board meeting by the proceeding paragraph, the provisions of Article 180, paragraph 2, of the Company Act shall apply mutatis mutandis in accordance with Article 206, paragraph 3 of the same Act.	Article 16 If a director or the corporation (juristic person) he/she represents is an interested party to an agenda item at a board meeting, this director shall state the important aspects of the interested party relationship at that board meeting. If the relationship is likely to prejudice the interest of this Corporation, that director shall not participate in discussion or voting on that agenda item, shall recuse himself/herself from the discussion or the voting on the item, and shall not exercise the voting rights as a proxy for another director. If a director is prohibited from exercising voting rights over a board resolution at a board meeting by the proceeding paragraph, the provisions of Article 180, paragraph 2, of the Company Act shall apply mutatis mutandis in accordance with Article 206, paragraph4of the same Act.	Amendment made in accordance with the amendment to the Company Act.

Annex 4

Prince Housing & Development Corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison Table of Amendments

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Existing Laws and
After Amendment Description
Regulations
Article 3 Article 3
In fulfilling corporate social In fulfilling corporate social
responsibility initiatives, this responsibility initiatives, this Addition made in
Company shall, in the corporate Company shall, in the corporate accordance with the
management guidelines and management guidelines and amendment to
business operations, give due business operations, give due related laws and
consideration to stakeholders' consideration to stakeholders' regulations.
rights and interests and, while rights and interests and, while
pursuing sustainable operations pursuing sustainable operations
and profits, also give due and profits, also give due
consideration to the consideration to the
environment, society, and environment, society, and
corporate governance. corporate governance.
In accordance with the
materiality principle, this
Company shall conduct risk
assessments of environmental,
social and corporate governance
issues pertaining to company
operations and establish the
relevant risk management policy
or strategy.
Article 15 Article 15
This Company shall construct This Company should pay
and improve environmental attention to the impacts of Addition made in
protection treatment facilities to climate change on business accordance with the
avoid polluting water, air and activities and adopt standards or amendment to
land and use the best efforts to guidelines generally used in related laws and
reduce the adverse impact on Taiwan and abroad to enforce regulations.
human health and the corporate greenhouse gas
environment by adopting the inventory and to make
best practical pollution disclosures thereof.
prevention and control
measures.
Article (new)
This Company should assess the
current and future potential risks Addition made in
and opportunities that climate accordance with the
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change may present to enterprises and adopt climate- related measures. This Company should adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall cover the following: 1. Direct greenhouse gas emissions: Emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: Emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. This Company should produce statistics on greenhouse gas emissions, the volume of water consumption, and the total weight of waste to reduce the impacts on climate change on the Company’s business activities. amendment to related laws and regulations.	change may present to enterprises and adopt climate- related measures. This Company should adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall cover the following: 1. Direct greenhouse gas emissions: Emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: Emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. This Company should produce statistics on greenhouse gas emissions, the volume of water consumption, and the total weight of waste to reduce the impacts on climate change on the Company’s business activities. amendment to related laws and regulations.	change may present to enterprises and adopt climate- related measures. This Company should adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall cover the following: 1. Direct greenhouse gas emissions: Emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: Emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. This Company should produce statistics on greenhouse gas emissions, the volume of water consumption, and the total weight of waste to reduce the impacts on climate change on the Company’s business activities. amendment to related laws and regulations.
electricity, heating, or steam. This Company should produce statistics on greenhouse gas emissions, the volume of water consumption, and the total weight of waste to reduce the impacts on climate change on the Company’s business activities.
Article 17 The above is omitted. This Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right to collective bargaining, caring for	Article 16 The above is omitted. This Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unfettered. A company shall respond to any employee's grievance in an appropriate manner.	Adjustment of order. Addition made in accordance with the amendment to related laws and regulations.
vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination,
and shall ensure that their human resource policies do not contain differential treatments based on gender, race,

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socioeconomic status, age, or
marital and family status, so as
to achieve equality and fairness
in employment, hiring
conditions, remuneration,
benefits, training, evaluation,
and promotion opportunities.
This Company shall provide an
effective and appropriate
grievance mechanism with
respect to matters adversely
impacting the rights and
interests of the labor force in
order to ensure equality and
transparency of the grievance
process. Channels through
which a grievance may be raised
shall be clear, convenient, and
unfettered. A company shall
respond to any employee's
grievance in an appropriate
manner.
Article 20 Article 19 Adjustment of
This Company should create an This Company should create an order.
environment conducive to the environment conducive to the Addition made in
career development of career development of accordance with the
employees and establish employees and establish amendment to
effective training programs to effective training programs to related laws and
foster career competencies. foster career competencies. regulations.
This Company shall establish This Company shall
and implement reasonable appropriately reflect business
employee welfare measures performance or achievements in
(including remuneration, leave, the employee remuneration
and other benefits.) and policy to ensure the recruitment,
appropriately reflect business retention, and motivation of
performance or achievements in human resources, and achieve
the employee remuneration the objective of business
policy to ensure the recruitment, sustainable development.
retention, and motivation of
human resources, and achieve
the objective of business
sustainable development.
Article 22 Article 21 Adjustment of
This Company shall take This Company shall take order.
responsibility for products and responsibility for products and
services, ensure compliance services, ensure compliance Addition made in
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with related laws and regulations, protect consumer rights and interests. In the process of research and development, procurement, production, operation, and service, apart from ensuring the	with related laws and regulations, protect consumer rights and interests. accordance with the amendment to related laws and regulations.	with related laws and regulations, protect consumer rights and interests. accordance with the amendment to related laws and regulations.
transparency and safety of products and services, this Company shall establish and disclose policies on consumer rights and interests and implement them in business activities in order to prevent the
products or services from harming the rights, interests, health, or safety of consumers.
Article 23 This Company shall ensure the quality of products and services by following the laws and regulations and relevant industry standards. This Company shall follow the relevant laws, regulations and international guidelineswith regard tocustomer health and safety, customer privacy, marketing, and labeling of products and services. This Company shall not deceive, mislead, commit fraud or engage in any other acts which may betray the trust or harm the rights or interests ofcustomers. Article 22 This Company shall ensure the quality of products and services by following the laws and regulations and relevant industry standards. This Company shall follow the relevant laws and regulations with regard to the marketing and labeling of products and services. This Company shall not deceive, mislead, commit fraud, or engage in any other acts that may betray the trust or harm customers' rights or interests. Adjustment of order. Addition made in accordance with the amendment to related laws and regulations.
Article 25 This Company should assess the environmental and social impact of procurement on the source communities of supply and shall cooperate with suppliers to jointly implement the corporate social responsibility regarding the legal compliance of health, safety, and environmental (HSE) issues.	Article 24 This Company should assess the environmental and social impact of procurement on the source communities of supply and shall cooperate with suppliers to jointly implement the corporate social responsibility regarding the legal compliance of health, safety, and environmental (HSE) issues.	Adjustment of order. Addition made in accordance with the amendment to related laws and regulations.

This Company should establish supplier management policies and request suppliers to comply with HSE issues or labor rights rules. Prior to business transactions, this Company should assess if suppliers have a record of causing environmental or social impacts and avoid conducting transactions with those against corporate social responsibility policy. When concluding a contract with a major supplier, the content should include terms stipulating mutual compliance with corporate social responsibility policy and that the contract may be terminated or rescinded at any time if the supplier has violated such policy and caused significant negative environmental or social impact to the source communities of supply.	This Company should establish supplier management policies and request suppliers to comply with HSE issues or labor rights rules. Prior to business transactions, this Company should assess if suppliers have a record of causing environmental or social impacts and avoid conducting transactions with those against corporate social responsibility policy. When concluding a contract with a major supplier, the content should include terms stipulating mutual compliance with corporate social responsibility policy and that the contract may be terminated or rescinded at any time if the supplier has violated such policy and caused significant negative environmental or social impact to the source communities of supply.
and caused significant negative environmental or social impact to the source communities of supply.
Article 27 The above is omitted. 6. Other information relating to corporate social responsibility initiatives.	Article 26 The above is omitted.	Adjustment of order. Addition made in accordance with the amendment to related laws and regulations.
Article 30 These Best Practice Principles shall be implemented after the approval of the board meeting ~~and reported to shareholders’~~ ~~meeting. T~~he same shall apply to the amendments thereof.	Article 29 These Best Practice Principles shall be implemented after the board meeting's approval and reported to the shareholders’ meeting. The same shall apply to the amendments thereof.	Adjustment of order. Current practice has been submitted to the board meeting. Please refer to the practices of other enterprises.

Annex 5

CPA Audit Report

(110)Cai-Shen-Bao-Zi No. 20004530

Prince Housing and Development Corporation:

Audit Opinion

We have audited the accompanying Consolidated Statement of Financial Position of Prince Housing & Development Corporation and subsidiaries (hereinafter called the “Group”) for the years ended December 31, 2020 and December 31, 2019, and the related Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flow, and the note (including a summary of important accounting policies) of the Consolidated Financial Statements for the years ended December 31, 2020 and December 31, 2019.

In our opinion, with respect to our audit results and the reports (please refer to the Others section) of other independent accountants, the important issues in the said consolidated financial statements have been 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 interpretations approved by FSC and such statements can fairly disclose the consolidated financial position of Prince Housing and Development Corporation as of December 31, 2020 and December 31, 2019, and its consolidated financial performance and cash flows of Prince Housing and Development Corporation for the years ended December 31, 2020 and December 31, 2019.

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

Key audit items refer to the professional judgement of auditing the most important items in the 2020 Consolidated Financial Statements of the 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 of the Group’s 2020 consolidated financial statements are as follows:

Recognition time point of realty sale revenue

Description

Please refer to item (31) in Note 4 of the Consolidated Financial Statements for the accounting policy of sales income and item (24) in Note 6 of the Consolidated Financial Statements for the description of accounting items. The 2020 revenue from realty sale of the Group was NT$6,568,067,000, commanding 54.90% of the consolidated 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 items (31) in Note 4 and 5(2) of the Consolidated Financial Statements for

the accounting policy for construction agreement and revenue recognition and items (24) in Note 6 of the Consolidated Financial Statements for the description of accounting items. The 2020 revenue from the Group's construction was NT$3,087,731,000, commanding 25.81% of the consolidated 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 above key audit items, this CPA has implemented the following countermeasures:

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 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 amount of the said assets (including investments accounted for under the equity method) for years ended December 31, 2020 and December 31, 2019 was NT$580,160,000 and NT$571,669,000, accounting for 1.11% and 1.04% of the total amount of consolidated assets, respectively. The net revenue for years ended December 31, 2020 and December 31, 2019 was NT$32,508,000 and NT$48,980,000, accounting for 2.97% and 4.79% of the total amount of consolidated net revenue, respectively.

Others: Individual Financial Statements

The Group has produced the individual financial statements for 2020 and 2019. We have audited and expressed an unqualified opinion for these financial statements.

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. 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.

We have determined the Group’s 2020 Consolidated Financial Statements' key audit items based on the communication items with the governance 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

Tien, Chung-Yu

CPA

Wu, Chien-Chih

Financial Supervisory Commission Approval document: Jin-Guan-Cheng-Shen-Zi No. 1070323061 Jin-Guan-Cheng-Shen-Zi No. 1030027246

March 18, 2021

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2020 and December 31, 2019

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Expressed in thousand NT Dollars
December 31, 2020 December 31, 2019
Assets Note Amount % Amount %
Current Assets
1100 Cash and cash equivalents 6(1) $ 5,406,601 10 $ 5,673,754 10
1110 Financial assets at fair value through 6(2) and 8
profit or loss - current 904,348 2 1,517,586 3
1136 Financial Assets Carried at Cost- 6(4) and 8
current 960,960 2 1,064,843 2
1140 Contract assets - current 6(24) 200,782 1 340,826 1
1150 Notes receivable net 6(5) 25,934 - 58,341 -
1170 Accounts receivable net 6(5) 1,026,186 2 751,147 1
1180 Accounts receivable net - related 6(5) and 7
- -
parties 4,049 3,696
1200 Other receivables 84,537 - 25,402 -
1220 Current tax assets 24,189 - - -
130X Inventories 6(6) and 8 16,678,009 32 19,917,629 37
1410 Pre-payments 101,098 - 114,552 -
1479 Other current assets - others 6(24) 3,381 - 4,074 -
11XX Total current assets 25,420,074 49 29,471,850 54
Non-current assets
1510 Financial assets at fair value through 6(2) and 8
profit or loss - non-current 894,021 2 480,499 1
1517 Financial assets at fair value through 6(3) and 8
other comprehensive income - non-
current 2,246,407 4 1,880,621 4
1535 Financial Assets Carried at Cost-Non- 6(4) and 8
current 772,833 1 1,170,878 2
1550 Investments accounted for under the 6(7) and 8
equity method 1,864,597 4 1,884,520 3
1600 Property, plant and equipment 6(8) and 8 5,835,171 11 5,995,879 11
1755 Right-of-use assets 6(9) and 7 7,181,349 14 5,682,287 10
1760 Investment property amount net 6(11) and 8 5,582,210 11 5,729,334 11
1780 Intangible assets 6(12) 1,996,776 4 2,056,927 4
1840 Deferred tax assets 6(30) 176,995 - 119,989 -
1920 Refundable deposits 7 and 9 113,575 - 161,987 -
1990 Other non-current assets - others 81,406 - 102,732 -
15XX Total non-current assets 26,745,340 51 25,265,653 46
1XXX Total assets $ 52,165,414 100 $ 54,737,503 100
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(Cont’d)

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Prince Housing and Development Corporation and Subsidiaries
Consolidated Statement of Financial Position
December 31, 2020 and December 31, 2019
Expressed in thousand NT Dollars
December 31, 2020 December 31, 2019
Liabilities and Equity Note Amount % Amount %
Current liabilities
2100 Short-term loans 6(13) and 8 $ 1,315,000 3 $ 1,979,000 4
2110 Short-term notes and bills payable 6(14) and 8 50,000 - 99,925 -
2130 Contract liability - current 6(24) 916,950 2 922,540 2
2150 Notes payable 306 - 2,523 -
2170 Accounts payable 1,798,011 3 2,035,430 4
2200 Other payables 718,474 1 780,329 1
2220 Other payables - related parties 7 - - 83,349 -
2230 Current tax liabilities 123,422 - 19,135 -
2280 Lease liabilities - current 7 442,471 1 373,742 1
2310 Unearned receipts 44,413 - 66,793 -
2320 Current portion of long-term 6(16) and 8
liabilities 989,177 2 4,679,401 8
2399 Other current liabilities - others 76,741 - 44,717 -
21XX Total current liabilities 6,474,965 12 11,086,884 20
Non-current liabilities
2530 Bonds payable 6(15) 4,500,000 9 4,500,000 8
2540 Long-term loans 6(16) and 8 7,704,060 15 7,476,523 14
2550 Provisions - non-current 6(17) 113,024 - 102,554 -
2570 Deferred tax liabilities 6(30) 298,084 1 298,127 1
2580 Lease liabilities – non-current 7 7,418,712 14 5,905,455 11
2610 Long-term notes and accounts
payable 808,301 2 808,301 2
2640 Defined benefit liabilities net - non- 6(18)
current 67,490 - 71,868 -
2645 Deposit received 160,581 - 148,959 -
2670 Other non-current liabilities - other 6(7) 194,835 - 194,020 -
25XX Total non-current liabilities 21,265,087 41 19,505,807 36
2XXX Total liabilities 27,740,052 53 30,592,691 56
Equity attributed to the stockholders
of the parent
Share capital 6(19)
3110 Common stock 16,233,261 31 16,233,261 30
Additional paid-in capital 6(20)
3200 Additional paid-in capital 2,260,513 5 2,260,513 4
Retained earnings 6(21)
3310 Legal reserve 2,153,743 4 2,058,870 4
3350 Unappropriated earnings 2,313,465 4 2,428,513 4
Other components of equity 6(22)
3400 Other components of equity 1,242,257 2 876,490 2
3500 Treasury stocks 6(19) ( 1,003) - ( 1,003) -
31XX Total equity attributed to the 24,202,236 46 23,856,644 44
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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

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2020 and December 31, 2019

stockholders of the parent company 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized commitments 9 3X2X Total liabilities and equity	223,126 24,425,362 $ 52,165,414	1 47 100	Expressed in thousand NT Dollars 288,168 - 24,144,812 44 $ 54,737,503 100

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

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

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

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2020 2019
Item Note Amount % Amount %
4000 Revenues 6(24) and 7 $ 11,963,426 100 $ 12,199,437 100
5000 Operating costs 6(6)(12)
(29) ( 9,746,402) ( 81) ( 9,136,983) ( 75)
5900 Gross margin 2,217,024 19 3,062,454 25
Operating expenses 6(12)
(29) and 7
6100 Marketing expenses ( 403,736) ( 3) ( 446,958) ( 3)
6200 Administrative expenses ( 1,642,147) ( 14) ( 1,825,411) ( 15)
6450 Expected credit impairment 12(2)
profit 567 - 11 -
6000 Total operating expenses ( 2,045,316) ( 17) ( 2,272,358) ( 18)
6900 Income from operations 171,708 2 790,096 7
Non-operating income and
expenses
7100 Interest revenue 6(25) 12,704 - 14,656 -
7010 Others 6(3)(26) 442,066 4 447,501 4
7020 Other gains and losses 6(2)(27) 440,939 4 39,305 -
7050 Financial costs 6(6)(28)
and 7 ( 325,674) ( 3) ( 327,977) ( 3)
7060 Share of profit of associates and 6(7)
joint ventures accounted for
under the equity method 47,669 - 98,487 1
7000 Total non-operating income
and expenses 617,704 5 271,972 2
7900 Net income before tax 789,412 7 1,062,068 9
7950 Income tax expenses 6(30) ( 59,899) ( 1) ( 123,318) ( 1)
8200 Net income $ 729,513 6 $ 938,750 8
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(Cont’d)

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

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

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2020 2019
Item Note Amount % Amount %
Other comprehensive income
Items that will not be re-
classified into profit and loss
8311 Re-measurement of defined 6(18)
- -
benefit plans ($ 2,177) ($ 3,028)
8316 Unrealized profit and loss on the 6(3)(22)
equity instrument investments at
fair value through other
comprehensive income 365,767 3 88,459 -
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 ( 258) - ( 960) -
8349 Income tax relating to Items that 6(30)
will not be re-classified 60 - ( 48) -
8310 Items that will not be
reclassified into profit or loss 363,392 3 84,423 -
8300 Other comprehensive income
(net) $ 363,392 3 $ 84,423 -
8500 Total comprehensive income $ 1,092,905 9 $ 1,023,173 8
Profit attributable:
8610 Stockholders of the parent
company $ 793,882 7 $ 952,767 8
8620 Non-controlling interest ( 64,369) ( 1) ( 14,017) -
$ 729,513 6 $ 938,750 8
Total comprehensive income
attributed to:
8710 Stockholders of the parent
company $ 1,157,255 10 $ 1,037,190 8
8720 Non-controlling interest ( 64,350) ( 1) ( 14,017) -
$ 1,092,905 9 $ 1,023,173 8
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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

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

EPS 6(31) 9750 Basic 9850 Diluted	Expressed in thousand NT Dollars (except for EPS expressed in NTD) $ 0.49 $ 0.59 $ 0.49 $ 0.58

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

President: Hsieh, Ming-Fan

Chairman: Alex C. Lo

CAO: Tai, Ta-Chang

Expressed in thousand NT Dollars

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1-December 31, 2020 and January 1-December 31, 2019

2019 Balance as of January 1, 2019 Net income 2019 Other comprehensive income in 2019 Total comprehensive income 2019 Appropriation and distribution of retained earnings 2018: Legal reserve Cash dividends Changes in non-controlling interest Balance as of December 31, 2019 Fiscal Year 2020 Balance as of January 1, 2020 Net income 2020 Other comprehensive income in 2020 Total comprehensive income 2020 Appropriation and distribution of retained earnings 2019: Legal reserve Cash dividends Changes in non-controlling interest Balance as of December 31, 2020	Note 6(31) 6(3)(18)(22) 6(21) 6(31) 6(3)(18)(22) 6(21)						Equity attributedtothe st	Equity attributedtothe st	Equity attributedtothe st	o	ckholders of the parent	ckholders of the parent						Non-controlling interest $ 303,265 ( 14,017 ) - ( 14,017 ) - - ( 1,080 ) $ 288,168 $ 288,168 ( 64,369 ) 19 ( 64,350 ) - - ( 692 ) $ 223,126	Total equity $ 24,177,881 938,750 84,423 1,023,173 - ( 1,055,162 ) ( 1,080 ) $ 24,144,812 $ 24,144,812 729,513 363,392 1,092,905 - ( 811,663 ) ( 692 ) $ 24,425,362
			Common stock $ 16,233,261 - - - - - - $ 16,233,261 $ 16,233,261 - - - - - - $ 16,233,261		Additional paid-in capital $ 2,260,513 - - - - - - $ 2,260,513 $ 2,260,513 - - - - - - $ 2,260,513		Retained	earnings			Othercomponents of equity The exchange difference in the conversion of inancial statements of foreign business institutions Unrealized profit and loss on the financial assets at fair value through other comprehensive income ($ 48 ) $ 788,079 - - - 88,459 - 88,459 - - - - - - ($ 48 ) $ 876,538 ($ 48 ) $ 876,538 - - - 365,767 - 365,767 - - - - - - ($ 48 ) $ 1,242,305			Treasury stocks ($ 1,003 ) - - - - - - ($ 1,003 ) ($ 1,003 ) - - - - - - ($ 1,003 )		Total $ 23,874,616 952,767 84,423 1,037,190 - ( 1,055,162 ) - $ 23,856,644 $ 23,856,644 793,882 363,373 1,157,255 - ( 811,663 ) - $ 24,202,236
							Legal reserve $ 1,933,605 - - - 125,265 - - $ 2,058,870 $ 2,058,870 - - - 94,873 - - $ 2,153,743		Unappropriated earnings $ 2,660,209 952,767 ( 4,036 ) 948,731 ( 125,265 ) ( 1,055,162 ) - $ 2,428,513 $ 2,428,513 793,882 ( 2,394 ) 791,488 ( 94,873 ) ( 811,663 ) - $ 2,313,465	f	The exchange difference in the conversion of inancial statements of foreign business institutions ($ 48 ) - - - - - - ($ 48 ) ($ 48 ) - - - - - - ($ 48 )

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

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows - - January 1 December 31, 2020 and January 1 December 31, 2019

Cash flows from operating activities
Profit before tax
Adjustments
Income charges (credits)
Financial assets at fair value through profit or
loss, net income
Expected credit impairment profit
Share of profit of associates and joint
ventures accounted for under the equity
method
Gain on disposition or scrap of property,
plant and equipment
Gain on disposition of investment property
Disposition expenses of property, plant and
equipment
Gain on lease modification
Gain on lease payment change from rent
concessions
Depreciation expense
Amortization expense
Interest expense
Interest revenue
Dividend revenue
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
Contract assets - current
Notes receivable
Accounts receivable
Accounts receivable-related parties
Other receivables
Inventories
Pre-payments
Other current assets - others
Other non-current assets - others
Changes in liabilities relating to operating
activities net
Contract liability - current
Notes payable
Accounts payable
Other payables
Other payables - related parties
Unearned receipts
Other current liabilities - others
Provisions - non-current
Defined benefit liabilities net - non-current
Other non-current liabilities - other
Operating cash flow
Interest receivable
Dividends receivable
Interest payable

Expressed in thousand NT Dollars
Note
2020
2019
$ 789,412
$ 1,062,068
6(2)(27)
(
418,234 )
(
37,723 )
12(2)
(
567 )
(
11 )
6(7)
(
47,669 )
(
98,487 )
6(27)
(
21,480 )
(
1,375 )
6(27)
(
683 )
(
182 )
913
1,358
6(9)
(
174 )
(
12 )
6(9)
(
15,041 )
-
6(8)(9)
(11)(29)
768,302
729,711
6(12)
(29)
62,406
61,957
6(28)
324,474
326,777
6(25)
(
12,704 )
(
14,656 )
6(3)(26)
(
97,600 )
(
101,775 )
617,950
(
357,187 )
140,044
276,027
32,407
13,829
(
274,472 )
964,137
(
353 )
24,097
(
52,016 )
74,100
3,298,137
2,040,345
13,269
189,120
693
40,180
(
1,453 )
(
22,189 )
(
5,590 )
(
38,484 )
(
2,217 )
(
2,362 )
(
237,419 )
(
769,487 )
(
58,614 )
(
302,635 )
(
83,349 )
17,491
(
22,380 )
2,618
32,024
(
51,171 )
10,470
15,358
(
6,555 )
(
3,512 )
472
156
4,732,403
4,038,081
12,704
14,656
165,258
158,037
(
314,838 )
(
323,444 )

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows - - January 1 December 31, 2020 and January 1 December 31, 2019

Income tax payable Operating cash flow net	Note ( (Cont’d)	Expressed in thousand NT Dollars 2020 2019 43,909) ( 160,223) 4,551,618 3,727,107

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows - - January 1 December 31, 2020 and January 1 December 31, 2019

Operating Cash Flow
Increase (reduction) of financial assets at
amortized cost-Current
Increase (reduction) of financial assets at
amortized cost-Non-current
Acquisition of property, plant and equipment
Disposition proceeds of property, plant and
equipment
Disposition proceeds of investment property
Increase in intangible assets
Refundable deposits reduction
Net cash inflow (outflow) of investment
activities
Fundraiser Cash Flow
Short-term debt (decreases) increases
Reduction in short-term notes and bills payable
Repayment of long-term loans
Raising long-term loans
Increases in long-term notes and accounts payable
Increase in deposit received
Repayments of lease principal
Release of cash dividend
Changes in non-controlling interest
Outward fundraising cash flow net
Increase/(Reduction) in cash and cash equivalents
Balance of cash and cash equivalents, beginning of
year
Balance of cash and cash equivalents, end of year

Expressed in thousand NT Dollars
Note
2020
2019
$ 103,883
( $ 94,004 )
398,045
(
49,186 )
6(8)
(
62,303 )
(
53,030 )
29,351
5,260
4,783
1,855
6(12)
(
2,255 )
(
640 )
48,412
93,041
519,916
(
96,704 )
6(33)
(
664,000 )
989,000
6(33)
(
49,925 )
(
301,809 )
6(33)
(
36,743,015 )
(
31,212,652 )
6(33)
33,280,328
29,925,922
6(33)
-
86,668
6(33)
11,622
12,797
6(33)
(
361,342 )
(
368,586 )
6(21)
(
811,663 )
(
1,055,162 )
(
692 )
(
1,080 )
(
5,338,687 )
(
1,924,902 )
(
267,153 )
1,705,501
5,673,754
3,968,253
$ 5,406,601
$ 5,673,754

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

President: Hsieh, Ming-Fan

Chairman: Alex C. Lo

CAO: Tai, Ta-Chang

Annex 6

CPA Audit Report

(110) Cai-Shen-Bao-Zi No. 20004136

Prince Housing and Development Corporation:

Audit Opinion

We have audited the accompanying Individual Statements of Financial Position of Prince Housing and Development Corporation for the years ended December 31, 2020 and December 31, 2019, and the related Individual Statement of Comprehensive Income, Individual Statement of Changes in Equity, and Individual Statement of Cash Flow, and the note (including a summary of important accounting policies) of the Individual Financial Statements during January 1-December 31, 2020 and January 1-December 31, 2019.

In our opinion, with respect to our audit results and the reports (please refer to the Others section) of other independent accountants, the important issues in the said individual financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers can fairly disclose the individual financial position of Prince Housing and Development Corporation for the years ended December 31, 2020 and December 31, 2019, and its individual financial performance and cash flows of Prince Housing & Development Corporation January 1-December 31, 2020 and January 1-December 31, 2019.

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

Key audit items refer to the professional judgment of auditing the most important items in the 2020 Individual Financial Statements of Prince Housing and Development Corporation. 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 of the 2020 individual financial statements of Prince Housing and Development Corporation are as follows:

Recognition time point of realty sale revenue

Description

Please refer to item (30) in Note 4 of the Individual Financial Statements for the accounting policy of sales income and item (24) in Note 6 of the Individual Financial Statements for the description of accounting items. The 2020 revenue from realty sale of Prince Housing and Development Corporation was NT$6,567,877,000, commanding 89.89% of the 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 Chen Construction and Engineering Corporation, a subsidiary in possession of subsidiary Honesty Investment Holdings Co., Ltd.

Description

Please refer to item (14) of Note 4 of the Individual Financial Statements for the accounting policy of investments accounted for under the equity method and item (7) of Note 6 for the description of accounting items.

While Ta Chen 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 Chen Construction and Engineering Corporation has important influence on the financial statements of Prince Housing and Development Corporation.

The revenue of the construction service offered by Ta Chen Construction and Engineering Corporation 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.

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 Chen Construction and Engineering Corporation; 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 Chen Construction and Engineering Corporation, including crossexamining the evidence regarding the increase or decrease of project items and important

project estimates.

To interview supervisors and other appropriate staff of Ta Chen Construction and Engineering Corporation for projects still under progress during the interview.
To obtain the profit and loss statement of Ta Chen Construction and Engineering Corporation 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 total amount of the said investments accounted for under the equity method for years ended December 31, 2020 and December 31, 2019 was NT$304,626,000 and NT$307,140,000, commanding 0.80% and 0.73% of the total amount of individual assets, respectively. The comprehensive income recognized by the same company during January 1-December 31, 2020 and January 1-December 31, 2019 was NT$2,887,000 and NT$21,377,000, commanding at 0.25% and 2.06% of the total amount of 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 related 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 of Prince Housing and Development Corporation 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 a cv-udit 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.

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.

We have determined the key audit items of the 2020 Individual Financial Statements of Prince Housing and Development Corporation based on the communication items with the governance 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

Tien, Chung-Yu

CPA

Wu, Chien-Chih

Financial Supervisory Commission

Approval document: Jin-Guan-Cheng-Shen-Zi No. 1070323061 Jin-Guan-Cheng-Shen-Zi No. 1030027246

March 18, 2021

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2020 and December 31, 2019

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Expressed in thousand NT Dollars
December 31, 2020 December 31, 2019
Assets Note Amount % Amount %
Current Assets
1100 Cash and cash equivalents 6(1) $ 4,182,938 11 $ 4,113,430 10
1110 Financial assets at fair value through 6(2)
profit or loss - current 702,819 2 904,894 2
1150 Notes receivable net 6(5) 24,382 - 56,998 -
1170 Accounts receivable net 6(5) 369,827 1 88,426 -
1200 Other receivables 12,483 - 1,963 -
1220 Current tax assets - - 7,128 -
130X Inventories 6(6), 7 and 8 16,124,294 42 19,335,331 46
1410 Pre-payments 57,727 - 91,063 -
1479 Other current assets - others 6(24) 78 - 40 -
11XX Total current assets 21,474,548 56 24,599,273 58
Non-current assets
1510 Financial assets at fair value through 6(2) and 8
- -
profit or loss - non-current 79,712 79,342
1517 Financial assets at fair value through 6(3) and 8
other comprehensive income - non-
current 2,096,142 6 1,795,634 4
1535 Financial Assets Carried at Cost-non- 6(4) and 8
current 528,573 1 910,538 2
1550 Investments accounted for under the 6(7) and 8
equity method 5,217,242 14 5,600,351 13
1600 Property, plant and equipment 6(8) and 8 481,803 1 484,710 1
1755 Right-of-use assets 6(9) and 7 152,156 - 182,672 1
1760 Investment property amount net 6(11) and 8 5,592,141 15 5,740,842 14
1780 Intangible assets 6(12) 1,994,175 5 2,055,428 5
1840 Deferred tax assets 6(30) - - 471 -
1920 Refundable deposits 9 10,450 - 13,067 -
1990 Other non-current assets - others 7 636,640 2 636,640 2
15XX Total non-current assets 16,789,034 44 17,499,695 42
1XXX Total assets $ 38,263,582 100 $ 42,098,968 100
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(Cont’d)

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2020 and December 31, 2019

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Expressed in thousand NT Dollars
December 31, 2020 December 31, 2019
Liabilities and Equity Note Amount % Amount %
Current liabilities
2100 Short-term loans 6(13) and 8 $ 1,275,000 4 $ 1,949,000 5
2110 Short-term notes and bills payable 6(14) and 8 - - 49,925 -
2130 Contract liability - current 6(24) 518,724 2 551,520 1
2150 Notes payable - - 1,940 -
2170 Accounts payable 799,306 2 941,127 2
2180 Accounts payable - Related parties 7 4,025 - 31,006 -
2200 Other payables 357,169 1 375,656 1
2230 Current tax liabilities 121,831 - - -
2280 Lease liabilities - Current 7 30,807 - 29,698 -
2310 Unearned receipts 44,298 - 66,565 -
2320 Current portion of long-term 6(16) and 8
liabilities 889,177 2 4,629,401 11
2399 Other current liabilities - others 121,607 - 31,513 -
21XX Total current liabilities 4,161,944 11 8,657,351 20
Non-current liabilities
2530 Bonds payable 6(15) 4,500,000 12 4,500,000 11
2540 Long-term loans 6(16) and 8 4,654,060 12 4,326,523 10
2550 Provisions - non-current 6(17) 113,024 - 102,554 -
2580 Lease liabilities – Non-current 7 125,525 - 155,362 1
2640 Defined benefit liabilities net - non- 6(18)
current 58,146 - 61,556 -
2645 Deposit received 150,995 1 141,469 -
2670 Other non-current liabilities - other 6(7) 297,652 1 297,509 1
25XX Total non-current liabilities 9,899,402 26 9,584,973 23
2XXX Total liabilities 14,061,346 37 18,242,324 43
Equity
Share capital 6(19)
3110 Common stock 16,233,261 42 16,233,261 39
Additional paid-in capital 6(20)
3200 Additional paid-in capital 2,260,513 6 2,260,513 5
Retained earnings 6(21)
3310 Legal reserve 2,153,743 6 2,058,870 5
3350 Unappropriated earnings 2,313,465 6 2,428,513 6
Other components of equity 6(22)
3400 Other components of equity 1,242,257 3 876,490 2
3500 Treasury stocks 6(19) ( 1,003) - ( 1,003) -
3XXX Total equity 24,202,236 63 23,856,644 57
Significant contingent liabilities and 9
unrecognized commitments
3X2X Total liabilities and equity $ 38,263,582 100 $ 42,098,968 100
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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 - - January 1 December 31, 2020 and January 1 December 31, 2019

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

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2020 2019
Item Note A m o u n t % A m o u n t %
4000 Revenues 6(24) and 7 $ 7,306,687 100 $ 5,680,054 100
5000 Operating costs 6(6)(12)
(29) and 7 ( 5,476,757) ( 75) ( 4,299,848) ( 76)
5900 Gross margin 1,829,930 25 1,380,206 24
Operating expenses 6(29) and 7
6100 Marketing expenses ( 340,529) ( 4) ( 325,022) ( 6)
6200 Administrative expenses ( 710,037) ( 10) ( 750,591) ( 13)
6450 Losses on expected credit 12(2)
- - -
impairments ( 29)
6000 Total operating expenses ( 1,050,566) ( 14) ( 1,075,642) ( 19)
6900 Income from operations 779,364 11 304,564 5
Non-operating income and
expenses
7100 Interest revenue 6(25) 3,273 - 4,099 -
7010 Others 6(26) 264,706 4 264,940 5
7020 Other gains and losses 6(2)(27) 30,214 - 2,713 -
7050 Financial costs 6(6)(28) ( 162,245) ( 2) ( 185,984) ( 3)
7070 Share of profit of subsidiaries, 6(7)
associates and joint ventures
accounted for under the equity
method 26,160 - 628,202 11
7000 Total non-operating income
and expenses 162,108 2 713,970 13
7900 Net income before tax 941,472 13 1,018,534 18
7950 Income tax expenses 6(30) ( 147,590) ( 2) ( 65,767) ( 1)
8000 Net income from continuing
operation 793,882 11 952,767 17
8200 Net income $ 793,882 11 $ 952,767 17
Other comprehensive income
Items that will not be re-
classified into profit and loss
8311 Re-measurement of defined 6(18)
- -
benefit plans ($ 1,187) ($ 295)
8316 Unrealized profit and loss on the 6(3)(22)
equity instrument investments at
fair value through other
comprehensive income 300,508 4 87,356 1
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 64,052 1 ( 2,638) -
8310 Items that will not be
reclassified into profit or loss 363,373 5 84,423 1
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The Notes to Individual Financial Statements appended to the statements form part of the Consolidated Financial Statements. Please read together.

President: Hsieh, Ming-Fan

Chairman: Alex C. Lo

CAO: Tai, Ta-Chang

Prince Housing and Development Corporation Individual Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

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

8300	Other comprehensive income
	(net)		$	363,373 5	$	84,423 1
8500	Total comprehensive income		$	1,157,255 16	$	1,037,190 18
	EPS	6(31)
9750	Basic		$	0.49	$	0.59
9850	Diluted		$	0.49	$	0.58
	Data to be prepared when the investment of		subsidiaries in the stock of this company is		not	considered as treasury stocks.
	Net income		$	793,882	$	952,767
	EPS
	Basic		$	0.49	$	0.59
	Diluted		$	0.49	$	0.58

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

President: Hsieh, Ming-Fan

Chairman: Alex C. Lo

CAO: Tai, Ta-Chang

Prince Housing and Development Corporation Individual Statement of Changes in Equity January 1-December 31, 2020 and January 1-December 31, 2019

2019 Balance as of January 1, 2019 Net income 2019 Other comprehensive income in 2019 Total comprehensive income 2019 Appropriation and distribution of retained earnings 2018: Legal reserve Cash dividends Balanced as of December 31, 2019 2020 Balance as of January 1, 2020 Net income 2020 Other comprehensive income in 2020 Total comprehensive income 2020 Appropriation and distribution of retained earnings 2019: Legal reserve Cash dividends Balance as of December 31, 2020	Note 6(31) 6(3)(18)(22) 6(21) 6(31) 6(3)(18)(22) 6(21)		Common stock $ 16,233,261 - - - - - $ 16,233,261 $ 16,233,261 - - - - - $ 16,233,261	Additional paid-in capital $ 2,260,513 - - - - - $ 2,260,513 $ 2,260,513 - - - - - $ 2,260,513		Retained earnings	Retained earnings	Retained earnings		Othercomponents of equity 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 ($ 48 ) $ 788,079 - - - 88,459 - 88,459 - - - - ($ 48 ) $ 876,538 ($ 48 ) $ 876,538 - - - 365,767 - 365,767 - - - - ($ 48 ) $ 1,242,305		Expressed in thousand NT Dollars Treasury stocks Total equity ($ 1,003 ) $ 23,874,616 - 952,767 - 84,423 - 1,037,190 - - - ( 1,055,162 ) ($ 1,003 ) $ 23,856,644 ($ 1,003 ) $ 23,856,644 - 793,882 - 363,373 - 1,157,255 - - - ( 811,663 ) ($ 1,003 ) $ 24,202,236
						Legal reserve $ 1,933,605 - - - 125,265 - $ 2,058,870 $ 2,058,870 - - - 94,873 - $ 2,153,743		Unappropriated earnings $ 2,660,209 952,767 ( 4,036 ) 948,731 ( 125,265 ) ( 1,055,162 ) $ 2,428,513 $ 2,428,513 793,882 ( 2,394 ) 791,488 ( 94,873 ) ( 811,663 ) $ 2,313,465		The exchange difference in the conversion of financial statements of foreign business institutions ($ 48 ) - - - - - ($ 48 ) ($ 48 ) - - - - - ($ 48 )

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

President: Hsieh, Ming-Fan

Cao: Tai, Ta-Chang

Chairman : Alex C. Lo

Expressed in thousand NT Dollars

Prince Housing and Development Corporation

Individual Statement of Cash Flows

- - January 1 December 31, 2020 and January 1 December 31, 2019

Cash flows from operating activities Profit before tax Adjustments Income charges (credits) Financial assets at fair value through profit or loss, net income Losses on expected credit impairments Share of other profit of subsidiaries, associates and joint ventures accounted for under the equity method (Gain) Loss on disposition or scarp of property, plant and equipment Gain on disposition of investment property Disposition expenses of property, plant and equipment Depreciation expense Amortization expense Interest expense Interest revenue Dividend revenue 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 - current 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 Operating cash flow Interest receivable Dividends receivable Interest payable Income tax payable Operating cash flow net	Note	2020 2019 $ 941,472 $ 1,018,534 ( 3,828 ) ( 4,059 ) - 29 ( 26,160 ) ( 628,202 ) ( 25,783 ) 80 ( 683 ) ( 182 ) 20 278 137,228 141,763 61,253 61,253 162,245 185,984 ( 3,273 ) ( 4,099 ) ( 67,085 ) ( 74,866 ) 205,533 ( 368,188 ) 32,616 13,661 ( 281,401 ) 982,789 157 86,171 3,269,510 1,975,052 28,003 139,235 ( 38 ) 41,056 ( 32,796 ) 63,545 ( 1,940 ) ( 2,588 ) ( 141,821 ) ( 404,077 ) ( 26,981 ) ( 89,230 ) ( 15,291 ) ( 164,345 ) ( 22,267 ) 2,505 90,094 ( 47,618 ) 10,470 15,358 ( 4,597) 146 4,284,657 2,939,985 3,273 4,099 540,549 642,422 ( 165,441 ) ( 186,668 ) ( 28,837) ( 89,028) 4,634,201 3,310,810
	6(2)(27) 12(2) 6(7) 6(27) 6(27) 6(8)(9) (11)(29) 6(12) (29) 6(28) 6(25) 6(3)(26)

(Cont’d)

Expressed in thousand NT Dollars

Prince Housing and Development Corporation

Individual Statement of Cash Flows

- - January 1 December 31, 2020 and January 1 December 31, 2019

Operating Cash Flow Reduction in Financial Assets Carried at Cost- Current Acquisition of property, plant and equipment Disposition proceeds of property, plant and equipment Disposition proceeds of investment property Refundable deposits reduction Increase (reduction) of financial assets at amortized cost-Non-current Inward investment cash flow net Fundraiser Cash Flow Short-term debt (decreases) increases Reduction in short-term notes and bills payable Repayment of long-term loans Raising long-term loans Increase in deposit received Repayments of lease principal Release of cash dividend Outward fundraising cash flow net Increase in cash and cash equivalents for the current period Balance of cash and cash equivalents, beginning of year Balance of cash and cash equivalents, end of year	Note	2020 2019 $ - $ 240,251 ( 12,012 ) ( 6,870 ) 26,922 20 4,783 1,855 2,617 100,089 381,965 ( 33,290 ) 404,275 302,055 ( 674,000 ) 1,219,000 ( 49,925 ) ( 151,809 ) ( 36,693,015 ) ( 31,212,652 ) 33,280,328 29,614,922 9,526 11,814 ( 30,219 ) ( 29,512 ) ( 811,663 ) ( 1,055,162 ) ( 4,968,968 ) ( 1,603,399 ) 69,508 2,009,466 4,113,430 2,103,964 $ 4,182,938 $ 4,113,430
	6(8) 6(33) 6(33) 6(33) 6(33) 6(33) 6(33) 6(21)

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

President: Hsieh, Ming-Fan

CAO: Tai, Ta-Chang

Chairman: Alex C. Lo

Annex 7

Prince Housing & Development corp.

Profit Distribution Table

January 1-December 31, 2020

(expressed in thousand NTD)

I. Available distribution 1. Beginning unappropriated earnings 2. Add: 2020 net profit after tax 3. Less: Re-measurement of defined benefit plans 4. Less: Legal reserve 5. Distributable net profit II. Distribution items Cash dividend (NT$0.4 per share) III. Accumulated unappropriated earnings	1,521,976,865 793,881,833 (2,393,495) (79,148,834)
	2,234,316,369 (649,330,459) 1,584,985,910

Description:

Unappropriated earnings at the end of 2020 will first be distributed.
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 8

Prince Housing & Development corp. Rules of Procedure for Shareholders’ Meeting Cross Reference

After Amendment Existing Laws and Regulations Description Article 3 Article 3 Paragraphs 1-3 omitted. Paragraphs 1-3 omitted. Amendment made Election or dismissal of Elections or dismissal of according to Article 172, directors, amendments to the directors, amendments to the paragraph 5, of the articles of incorporation, articles of incorporation, the Company Act. reduction of capital, application dissolution, merger, or spin-off for the approval of ceasing its of the corporation or any matter status as a public company, under paragraph 1, Article 185, approval of competing with the of the Company Act, Articles company by directors, surplus 26-1 and 43-6 of the Securities profit distributed in the form of and Exchange Act, or Articles new shares, reserve distributed 56-1 and 60-2 of the in the form of new shares, the Regulations Governing the dissolution, merger, or spin-off Offering and Issuance of of the corporation or any matter Securities by Securities Issuers under paragraph 1, Article 185, shall be listed in the reasons for of the Company Act, Articles convening column of the notice 26-1 and 43-6 of the Securities of meeting of shareholders. and Exchange Act, or Articles None of the above matters may 56-1 and 60-2 of the Regulationsbe raised by an extraordinary Governing the Offering and motion. Issuance of Securities by Securities Issuers shall be listed and essential description shall be stated in the reasons for convening column of the notice of shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all Amendment made directors as well as their according to Letter Jinginauguration date is stated in the Shang-Zi No. notice of the reasons for 10702417500 on August convening the shareholders’ 6, 2018. meeting, after the completion of the re-election in said meeting,

such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding 1% or more of the total number of issued shares may submit to this Company a written proposal for discussion at an AGM. The number of items so proposed, however,is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the final date of the stock transfer, before an AGM is held,this Corporation shall announce the acceptance of the shareholder’s proposal,the accepted formats (written or electronic) of proposals,and the place and period of acceptance for a minimum of 10 days. Thelattersections are omitted. A shareholder holding 1% or more of the total number of issued shares may submit to this Company awrittenproposal for discussion at an AGM.The principle of one item for one proposal 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. Thelattersections are omitted.	such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding 1% or more of the total number of issued shares may submit to this Company a written proposal for discussion at an AGM. The number of items so proposed, however,is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the final date of the stock transfer, before an AGM is held,this Corporation shall announce the acceptance of the shareholder’s proposal,the accepted formats (written or electronic) of proposals,and the place and period of acceptance for a minimum of 10 days. Thelattersections are omitted. A shareholder holding 1% or more of the total number of issued shares may submit to this Company awrittenproposal for discussion at an AGM.The principle of one item for one proposal 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. Thelattersections are omitted.	Amendment made according to Article 172- 1, paragraph 1, of the Company Act. Amendment made according to Article 172- 1, paragraph 2, of the Company Act.
Article 9 Paragraph 1 omitted. The chair shall call the meeting to order at the appointed meeting time andannounce the information covering the number of shares without voting	Article 9 Paragraph 1 omitted. 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 lengthofpostponements shall	Amendment made according to Notice Tai- Cheng-Zhi-Li-Zi No. 1100001446 on January 28, 2021 and to improve the rights and interests of shareholders.
rights and the number of shares present at the meeting. However, when the shareholders in attendance do not represent a majority of the total number of issued shares, the chair may

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----- Start of picture text -----

announce a postponement, not exceed one hour. If the
provided that not more than two quorum does is not met after
such postponements are allowed,two postponements and the
and the total length of shareholders in attendance still
postponements shall not exceed represent less than one third of
one hour. If the quorum does is the total number of issued
not met after two postponementsshares, the chair shall adjourn
and the shareholders in the meeting.
attendance still represent less
than one third of the total
number of issued shares, the
chair shall adjourn the meeting.
The latter sections are omitted. The latter sections are omitted.
Article 10 Article 10
The board of directors shall plan The board of directors shall plan Amendments made
the agenda for the meetings of the agenda for shareholders’ according to Notice Tai-
shareholders it convenes, vote meeting it convenes and Cheng-Zhi-Li-Zi No.
for each proposal (including proceed such meetings as 1080024221 on January
motions and amendments to the planned. Under no 2, 2020 and in response
original proposals), shall circumstances shall the board of to the adoption of
proceed with such meetings as directors alter the agenda electronic voting and
planned. Under no without the resolution of the voting by item for all
circumstances shall the board of shareholders’ meeting. listed companies as of
directors alter the agenda 2018.
without the resolution of the
shareholders’ meeting.
Paragraphs 2-3 omitted. Paragraphs 2-3 omitted.
A chairperson shall grant ample A chairperson shall grant ample Amendments made
opportunities for the full opportunities for the full according to Notice Tai-
explanation and discussion of explanation and discussion of Cheng-Zhi-Li-Zi No.
proposals and amendments or proposals and amendments or 1080024221 on January
extraordinary motions put extraordinary motions put 2, 2020 and to prevent
forward by the shareholders. A forward by the shareholders. A the convener of meetings
chairperson may end the chairperson may end the of shareholders from
discussion and call for a vote of discussion and call for a vote of compressing time for
sufficiently discusses proposals sufficiently discusses proposals. voting to deprive the
and arrange sufficient time for right to vote of
voting. shareholders due to
insufficiency of time for
voting.
Article 14 Article 14
Directorial elections shall be Directorial elections shall be Amendment made
implemented in accordance with implemented in accordance with according to Notice Tai-
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the related election and appointment rules established by this Company, and the voting results shall be announced on- site immediately, including the list of directors elect and the number of votes with which they were elected,and the list of directors not elected and the number of votes they acquired. Paragraph 2 omitted. the related election and appointment rules established by this Company, and the voting results shall be announced on- site immediately, including the list of directors elect and the number of votes with which they were elected. Paragraph 2 omitted. Cheng-Zhi-Li-Zi No. 1100001446 on January 28, 2021 and to improve the rights and interests of shareholders.	the related election and appointment rules established by this Company, and the voting results shall be announced on- site immediately, including the list of directors elect and the number of votes with which they were elected,and the list of directors not elected and the number of votes they acquired. Paragraph 2 omitted. the related election and appointment rules established by this Company, and the voting results shall be announced on- site immediately, including the list of directors elect and the number of votes with which they were elected. Paragraph 2 omitted. Cheng-Zhi-Li-Zi No. 1100001446 on January 28, 2021 and to improve the rights and interests of shareholders.	the related election and appointment rules established by this Company, and the voting results shall be announced on- site immediately, including the list of directors elect and the number of votes with which they were elected,and the list of directors not elected and the number of votes they acquired. Paragraph 2 omitted. the related election and appointment rules established by this Company, and the voting results shall be announced on- site immediately, including the list of directors elect and the number of votes with which they were elected. Paragraph 2 omitted. Cheng-Zhi-Li-Zi No. 1100001446 on January 28, 2021 and to improve the rights and interests of shareholders.
Article 15 Paragraphs 1 and 2 omitted. The meeting minutes shall contain the accurate year, month, day, and place of the meeting, the full name of the chairperson, the methods by which resolutions were made, a summary of the deliberations and their results, andthe results of voting (including the number of voting rights). If there is a directorial election, the number of votes of each candidate shall be disclosed. Meeting minutes shall be retained permanently during the Company’s existence. Article 15 Paragraphs 1 and 2 omitted. The meeting minutes shall contain the accurate year, month, day, and place of the meeting, the full name of the chairperson, the methods by which resolutions were made, and a summary of the deliberationsand their results, and shall be retained permanently during the existence of this Company.		Amendments made according to Notice Tai- Cheng-Zhi-Li-Zi No. 1080024221 on January 2, 2020 to practice the spirit of voting by item.
Article 19 Matters not provided for in these Rules shall be handled in accordance with the Company Act,the related regulations of the competent authorities,and the articles of incorporation of this Company.	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 Company.	Diction updates.

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PHD — AGM Information 2021

52134_rns_2021-08-12_baaaf13a-36e9-4d29-a04e-3749d33b4bbb.pdf

Prince Housing and Development Corporation

Meeting Minutes of the 2021 Annual General Shareholders’ meeting

Management Presentations

Ratifications

Resolution:

Discussions

Motions

Adjournment

Business Report

I. Business Report of the Previous Year

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. Comparison Table of Amendments to the Rules of Procedure for Meetings of the Board of Directors

Prince Housing & Development Corp. Amendments Comparison Table of Corporate Social Responsibility Best Practice Principles Comparison Table of Amendments

CPA Audit Report

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

Others: Individual Financial Statements

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

Accountant’s responsibility for auditing consolidated financial statements

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2020 and December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Financial Position December 31, 2020 and December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1-December 31, 2020 and January 1-December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation and Subsidiaries Consolidated Statement of Cash Flows - - January 1 December 31, 2020 and January 1 December 31, 2019

CPA Audit Report

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

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2020 and December 31, 2019

Prince Housing and Development Corporation Individual Statement of Financial Position December 31, 2020 and December 31, 2019

Prince Housing and Development Corporation Individual Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation Individual Statement of Comprehensive Income - - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation Individual Statement of Changes in Equity January 1-December 31, 2020 and January 1-December 31, 2019

Prince Housing and Development Corporation

Individual Statement of Cash Flows

- - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing and Development Corporation

Individual Statement of Cash Flows

- - January 1 December 31, 2020 and January 1 December 31, 2019

Prince Housing & Development corp.

Profit Distribution Table

Chairman: Alex C. Lo President: Hsieh, Ming-Fan CAO: Tai, Ta-Chang

Prince Housing & Development corp. Rules of Procedure for Shareholders’ Meeting Cross Reference

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PHD AGM Information 2021