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PHD Annual Report 2025
52134_rns_2026-05-15_6f952e5c-e189-4b0c-b463-fb389df6c29e.pdf
Annual Report
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太子建設開發股份有限公司
Prince Housing & Development Corp.
Stock Code:2511
2025
ANNUAL REPORT
Prince Housing & Development Corp. website https://www.prince.com.tw
Market Observation Post System https://mopsplus.twse.com.tw
Published on 2026.5.15
Spokesperson
Name: Chun-Liang Lin
Title: Chief Financial Officer
Tel: 886-2-2758-9599
E-mail:[email protected]
Deputy Spokesperson
Name: Da-Chang Tai
Title: Chief Accounting Officer
Tel: 886-6-282-1155
E-mail: [email protected]
Stock Transfer Agent
President Security Corp.
Address: No.8, Dongxing Rd., Xinyi Dist.,
Taipei City 110, Taiwan (R.O.C.)
Tel: 886-2-2746-3797
Website: https://www.pscnet.com.tw
Auditors
PriceWaterhouseCooper (PwC)
Auditors: Chien-Chih Wu, Jun Kai Wang
Address: 22F., No.95, Minzu 2nd Rd.,
Lingya Dist., Kaohsiung City 802,
Taiwan (R.O.C.)
Tel: 886-7-237-3116
Website: https://www.pwc.tw
Overseas Securities Exchange
None
Headquarters, Branches and Plant Head Office
Address: 21F., No.11, Songgao Rd.,
Xinyi Dist., Taipei City 110,
Taiwan (R.O.C.)
Tel: 886-2-2758-9599
Taichung Branch
Address: 14F., No.416, Sec. 2, Chongde
2nd Rd., Beitun Dist., Taichung
City 406, Taiwan (R.O.C.)
Tel: 886-4-2242-7376
Tainan Branch
Address: 8F., No.398, Sec. 1, Zhonghua E.
Rd., East Dist., Tainan City 701,
Taiwan (R.O.C.)
Tel: 886-6-282-1155
Kaohsiung Branch
Address: 11F., No.74, Zhongzheng 2nd Rd.,
Lingya Dist., Kaohsiung City 802,
Taiwan (R.O.C.)
Tel: 886-7-222-9891
Corporate Website
https://www.prince.com.tw
Annual Report 2025
CONTENTS
Contents
I Letter to Shareholders
1.1 2025 Business Report 2
1.2 Summary of the 2026 Business Plan 2
1.3 Future Development Strategy 3
II Corporate Governance Report
2.1 Information of Directors, Supervisors and Management Team 5
2.2 Implementation of Corporate Governance 28
2.3 Information of CPAs 60
2.4 Equity Transferred and Equity Pledged (or Changes thereto) by Directors, Supervisors, Department Heads and Shareholders of 10% Shareholding or More during the Preceding Fiscal Year or in the Current Fiscal Year up to the Date of Printing of the Annual Report 62
2.5 Information on the Relationship among the Top Ten Shareholders, Their Spouses and Their Relatives 63
2.6 Total Percentage of Ownership of Investees 64
III Capital Overview
3.1 Capital and Shares 65
3.2 Issuance of Corporate Bonds 69
3.3 Issuance of Preferred Shares 70
3.4 Issuance of Global Depository Receipts 70
3.5 Issuance of Employee Stock Options 70
3.6 Status of New Shares Issuance in Connection with Mergers and Acquisitions 70
3.7 Status of Capital Utilization Plan 70
IV Operational Highlights
4.1 Business Activities 72
4.2 Market and Sales Overview 74
4.3 Overview of Human Resource 83
4.4 Environmental Protection Expenditure Information 83
4.5 Labor Relation 84
4.6 Information Security Management 85
4.7 Important Contracts 89
CONTENTS
Annual Report 2025
V Review and Analysis of Financial Conditions, Financial Performance and Risk Management
5.1 Financial Status ... 93
5.2 Financial Performance ... 94
5.3 Cash Flow ... 93
5.4 Impact of Major Capital Expenditures on Financial Status ... 95
5.5 Reinvestment Policy, the Main Reason for Its Profit or Loss, Improvement Plan and Investment Plan for the Coming Year ... 95
5.6 Risks Should Be Analyzed and Evaluated in the Recent Years and the Following Matters as of the Date of Publication of the Annual Report ... 96
5.7 Other Important Matters ... 98
VI Special Disclosure
6.1 Information of Affiliated Enterprises ... 100
6.2 Issuance of Private Placement Securities ... 100
6.3 Other Necessary Supplement ... 100
6.4 Any Events in Recent Year and Up to the Date of the Annual Report Published that Had Material Impacts on Shareholders’ Interests and Securities Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Law of Taiwan ... 100
Chapter I
Annual Report 2025
Letter to Shareholders
I
Letter to Shareholders
Letter to Shareholders
1.1 2025 Business Report
Trump's tariff policy in 2025 led to increased trade costs, directly impacting global economic growth. Major central banks around the world cut interest rates several times in 2025. Ongoing geopolitical conflicts, potential impacts on the Chinese economy, extreme climate change, and the rapidly developing AI industry mean the global economy face both risks and opportunities. The economy in Taiwan was driven by AI-related industries to sustain the export and growth of ICT products, providing a certain level of boost to economic performance. However, economic growth was also subject to interference from geopolitical conflicts. Given Taiwan's industry is largely export-oriented, the uncertainty brought about by Trump's tariff policy made traditional industries relatively cautious in terms of investment and consumption spending.
Under such circumstances, although the real estate market is still supported by the "New Youth Housing Loan Program", it was affected by the seventh wave of credit control and bank loan tightening. In 2025, the number of ownership transfers nationwide was only 261,308, which was a decrease of nearly 90,000 units compared to 2024, with a year-on-year decrease of 25.45%. The number of transfers in the six municipalities was 204,596, with a year-on-year decrease of 24.6%, and transaction volume plummeted.
For Prince Housing & Development Corp., 2025 was a year for continued inventory reduction of unsold properties and building new momentum. The Company has undergone a period of adjustment and is embracing a new look! Upholding the core concept of "building a business platform based on real estate", the business landscape consisting of six major sectors – core construction business, BOT business, engineering business, property management, hotel operations, and reinvestment business – has taken a brand new step.
Regarding the core business: In addition to promoting new construction projects, organizational adjustments and the introduction of new talents will stimulate more innovation within the team. In terms of BOT projects: Beyond the continued development of contracted projects, the Company is also conducting in-depth investment evaluations of diverse product types and exploring various revenue-generating opportunities. For the engineering business: The focus is on enhancing professional engineering service capabilities, while simultaneously strengthening management services. At the management level, efficiency has been improved and costs reduced, enhancing competitiveness from within. In the field of property management: The Company is integrating the strengths of its subsidiaries, connecting with external resources and the Group platform to create a premier home repair service. In hotel operations: The Company continues to innovate with diverse art and cultural elements, strengthening its position in the local hospitality market and refining its brand. Each business segment will leverage its own strengths and development direction, working towards a common goal with real estate development and service at its core, to build the foundation for the sustainable development of the Company.
The Company's operating revenue in 2025 was NT$ 1.118 billion, and net profit was NT$0.535 billion. Consolidated operating revenue was NT$ 9.355 billion, and consolidated net profit was NT$0.498 billion.
1.2 Summary of the 2026 Business Plan
Looking ahead to 2026, from geopolitical conflicts in sensitive regions around the world to the impact and changes AI technology brought to the economic market, the world continues to change. While Taiwan
I
benefits from the vigorous development of the AI semiconductor industry, the unstable environment creates an atmosphere of relatively conservative consumption. In this environment, the Taiwan real estate market, coupled with continued credit control policies and an increase in the supply of new homes, is expected to consolidate in 2026.
In 2026, the Company will continue to build on its strong foundation in six core business areas, diligently pursuing even greater achievements. This includes expanding into MRT joint development and public-led urban renewal projects to explore more diversified development models, restructuring the Company and developing leadership capabilities to enhance organizational agility. We will also launch new services and platforms to establish innovative revenue streams. With a unified vision and shared objectives, the entire company is committed to achieving superior returns!
1.3 Future Development Strategy
The "Three Goods and One Fairness - good location, good design, good construction, and fair price" has been the Company's unwavering principle since its founding. This is the cornerstone of our stability and the most critical foundation for the Company as we continue to pursue excellence and sustainable development!
We remain committed to our founding principles of "Three Goods and One Fairness", while adapting to the times and continuously innovating. We are building corporate policies that embody integrity, brand excellence, and refined taste, integrating them into our operations and ensuring their effective implementation. These unchanging core elements will be implemented in future construction projects, new services, and even more innovative plans. This reflects the Company's original vision and provides the confidence for its continued growth, with the aspiration to become a unique and distinctive leader in the real estate market!
Prince Housing & Development Corp.
Chapter II
Annual Report 2025
Corporate Governance Report
Corporate Governance Report
II
II. Corporate Governance Report
2.1 Information of Directors, Supervisors and Management Team
2.1.1 Directors
| File (Note 1) | Nationality/Place of Incorporation | Name | Gender/Age | Elected Date | Term (Years) | Date First Elected (Note 1) | Shareholding when Elected | Current Shareholding | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | |||||||
| Chairman (Institutional Shareholder) | Tainan City | Uni-President Enterprises Corp. | - | Jun. 17, 2025 | 3 | Aug. 23, 1973 (Note 1) | 162,743,264 | 10.02% | 162,743,264 | 10.03% |
| Chairman (Representative) | R.O.C. | Chih-Hsien Lo (Note 3) | M 61-70 | Jun. 17, 2025 | 3 | Jun.18, 2013 | - | - | - | - |
| Director (Representative) | R.O.C. | Tsung-Ping Wu (Note 3) | M 61-70 | Jun. 17, 2025 | 3 | Jun. 18, 2013 | - | - | - | - |
| Director (Institutional Shareholder) | Tainan City | Kao Chyuan Inv. Corp. | - | Jun. 17, 2025 | 3 | pr. 03, 1989 (Note 1) | 68,464,308 | 4.22% | 68,464,308 | 4.22% |
| Director (Representative) | R.O.C. | Shiow-Ling Kao (Note 3) | F 61-70 | Jun. 17, 2025 | 3 | Jun. 18, 2013 | 425,013 | 0.03% | 425,013 | 0.03% |
| Director | R.O.C. | Chao-Mei Wu Tseng | F 81-90 | Jun. 17, 2025 | 3 | Apr. 26, 1986 | 42,956,030 | 2.65% | 42,956,030 | 2.65% |
| Director (Institutional Shareholder) | Tainan City | Taipo Inv. Co., Ltd. | - | Jun. 17, 2025 | 3 | Apr. 03, 1989 | 116,730,587 | 7.19% | 116,730,587 | 7.19% |
| Director (Representative) | R.O.C. | Chien-Te Wu (Note 3) | M 61-70 | Jun. 17, 2025 | 3 | Apr. 03, 1989 | 9,656,943 | 0.59% | 9,656,943 | 0.59% |
| Director (Representative) | R.O.C. | Ping-Chih Wu (Note 7) | M 71-80 | Jun. 17, 2025 | 3 | Jun. 24, 2010 | 12,888,695 | 0.79% | 12,888,695 | 0.79% |
| Director (Institutional Shareholder) | Tainan City | Young Yun Inv. Co., Ltd. | - | Jun. 17, 2025 | 3 | Jun. 20, 2012 | 16,064,463 | 0.99% | 16,201,463 | 1% |
| Director (Representative) | R.O.C. | Chung-Ho Wu (Note 3) | M 71-80 | Jun. 17, 2025 | 3 | Jun. 20, 2012 | 5,209,847 | 0.32% | 5,209,847 | 0.32% |
| Director (Institutional Shareholder) | Taipei City | Hung Yao Inv. Co., Ltd. | - | Jun. 17, 2025 | 3 | Jun. 24, 2010 | 2,346,491 | 0.14% | 2,346,491 | 0.14% |
| Director (Representative) | R.O.C. | Shih-Hung Chuang (Note 3) | M 51-60 | Jun. 17, 2025 | 3 | Aug. 29, 2013 | 2,657,748 | 0.16% | 2,657,748 | 0.16% |
| Director (Institutional Shareholder) | Taipei City | Sheng-Yuan Invest. Co., Ltd. | - | Jun. 17, 2025 | 3 | Jun. 21, 2019 | 2,086,986 | 0.13% | 2,086,986 | 0.13% |
| Director (Representative) | R.O.C. | Po-Yi Hou (Note 3) | M 71-80 | Jun. 17, 2025 | 3 | Jun. 15, 2004 | 13,701,215 | 0.84% | 13,701,215 | 0.84% |
| Director (Institutional Shareholder) | Tainan City | Yu Peng Inv. Co., Ltd. | - | Jun. 17, 2025 | 3 | Jun. 21, 2016 | 669,975 | 0.04% | 1,169,975 | 0.07% |
| Director (Representative) | R.O.C. | Po-Ming Hou (Note 3) | M 61-70 | Jun. 17, 2025 | 3 | Jun. 15, 2004 | 10,980,624 | 0.68% | 10,980,624 | 0.68% |
| Director (Institutional Shareholder) | Tainan City | Hsin Fu Hsing Industrial Co., Ltd. | - | Jun. 17, 2025 | 3 | Jun. 17, 2025 | 11,452,829 | 0.71% | 11,452,829 | 0.71% |
| Director (Representative) | R.O.C. | Chih-Yuan Hou (Note 3) | M 31-40 | Jun. 17, 2025 | 3 | Jun. 21, 2019 | 11,330 | 0.00% | 11,330 | 0.00% |
| Director (Institutional Shareholder) | Taipei City | Jin Ya Inv. Co., Ltd. | - | Jun. 17, 2025 | 3 | Jun. 17, 2025 | 10,000 | 0.00% | 2,955,070 | 0.18% |
| Director (Representative) | R.O.C. | Yun-Chen Chuang (Note 3) | M 41-50 | Jun. 17, 2025 | 3 | Jun. 17, 2025 | 11,000 | 0.00% | 11,000 | 0.00% |
| Independent Director | R.O.C. | Meng-Hsiu Chen | M 61-70 | Jun. 17, 2025 | 3 | Jun. 17, 2022 | 156 | 0.00% | - | - |
| Independent Director | R.O.C. | Tse Hsiang Ting | M 61-70 | Jun. 17, 2025 | 3 | Jun. 17, 2022 | - | - | - | - |
| Independent Director | R.O.C. | Jun-Shen Tseng | M 71-80 | Jun. 17, 2025 | 3 | Jun. 20, 2023 | - | - | - | - |
| Independent Director | R.O.C. | Chen-Ming Chang | M 61-70 | Jun. 17, 2025 | 3 | Jun. 20, 2023 | - | - | - | - |
| Independent Director | R.O.C. | Hui-Jung Tseng | M 51-60 | Jun. 17, 2025 | 3 | Jun. 17, 2025 | - | - | - | - |
| Independent Director | R.O.C. | Meng-Chi Yen | F 51-60 | Jun. 17, 2025 | 3 | Jun. 17, 2025 | - | - | - | - |
Prince Housing & Development Corp.
Unit: Shares; Dec. 31, 2025
| Spouse & Minor Shareholding | Shareholding by Nonlinear Arrangement | Experience (Education) | Other Position | Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kmamp | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Title | Name | Relation | ||
| - | - | - | - | - | (Note 4) | - | - | - |
| 425,013 | 0.03% | - | - | MBA, UCLA, USA | (Note 4) | Director | Shiow-Ling Kao | Spouse |
| - | - | - | - | BA, Dept. of Accounting, National Chung Yuan Christian University | (Note 4) | None | None | None |
| - | - | - | - | - | (Note 4) | - | - | - |
| - | - | - | - | Marymount College USA | (Note 4) | Chairman | Chih-Hsien Lo | Spouse |
| - | - | - | - | Junior High School | (Note 4) | Director | Chien-Te Wu, Ping-Chih Wu, Shih-Hung Chuang | Son, Son, In-Law |
| - | - | - | - | - | (Note 4) | - | - | - |
| 239,010 | 0.01% | - | - | MBA | (Note 4) | Director | Chao-Mei Wu Tseng, Ping-Chih Wu, Shih-Hung Chuang | Mother, Brother, In-Law |
| 3,875,760 | 0.24% | - | - | MS of Chemical Engineering and MS of Industrial Management, USC, USA | (Note 4) | Director | Chien-Te Wu Tseng, Ping-Chih Wu, Shih-Hung Chuang | Mother, Brother, In-Law |
| - | - | - | - | - | (Note 4) | - | - | - |
| 44,329 | 0.00% | - | - | BS, Dept. of Chemistry, Fu Jen Catholic University | (Note 4) | None | None | None |
| - | - | - | - | - | (Note 4) | - | - | - |
| - | - | - | - | MBA, Boston University, USA | (Note 4) | Director | Chao-Mei Wu Tseng, Ping-Chih Wu, Chien-Te Wu | In-Law |
| - | - | - | - | - | (Note 4) | - | - | - |
| - | - | - | - | BA, Dept. of Transportation & Communication Management, National Cheng Kung University | (Note 4) | Director | Po-Ming Hou Chih-Yuan Hou | Brother, Son |
| - | - | - | - | - | (Note 4) | - | - | - |
| - | - | 11,943,000 | 0.74% | Chinese Culture University | (Note 4) | Director | Po-Yi Hou Chih-Yuan Hou | Brother, Uncle |
| - | - | - | - | - | (Note 4) | - | - | - |
| - | - | - | - | Master's Degree, East Asian Languages and Civilizations, Harvard University, USA | (Note 4) | Director | Po-Yi Hou Po-Ming Hou | Son, Uncle |
| - | - | - | - | - | (Note 4) | - | - | - |
| 8,460,712 | 0.52% | - | - | MS of Electrical and Computer Engineering, USC, USA | (Note 4) | None | None | None |
| - | - | - | - | Ph.D., Department of Business Administration, NSYSU | (Note 4) | None | None | None |
| - | - | - | - | Dept. of Public Finance, National Chung Hsing University | (Note 4) | None | None | None |
| - | - | - | - | Master's Degree, Biotechnology-Processes Development, National Chin-Yi University of Technology | (Note 4) | None | None | None |
| - | - | - | - | Master's Degree, Biotechnology-Processes Development, National Chin-Yi University of Technology | (Note 4) | None | None | None |
| - | - | - | - | Diploma of Communication Design, The Hong Kong Polytechnic University | (Note 4) | None | None | None |
| - | - | - | - | Chang Jung Senior High School | (Note 4) | None | None | None |
| - | - | - | - | MBA, Science in Business Administration, USC Marshall School of Business | (Note 4) | None | None | None |
Ⅱ
Note 1: Uni-President Enterprises Corp. and Kao Chyuan Inv. Corp. terminated their director positions on Jun. 24, 2010 and reinstated on Jun. 18, 2013. Chih-Yuan Hou was appointed as the representative of institutional director of Hsin Yung Hsing Investment Co., Ltd. on Jun. 21, 2019.
Note 2: Considering the Company's operation and business scale, the Chairman of the Board of Directors also serves as the Chief Strategy Officer to formulate strategies in response to group operations, resource integration, etc., and is different from the president who is solely responsible for the Company's operations. According to Article 4 of the Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers and the Articles of Incorporation, the Board of Independent Directors consisted of six members in 2025 and more than half of the members of the Board of Directors are not simultaneously employees or executives. Relevant countermeasures will be added in accordance with laws and regulations in the future.
Note 3: Chih-Hsien Lo is the chairman representative of Uni-President Enterprises Corp; Tsung-Ping Wu is the director representative of Uni-President Enterprises Corp; Shiow-Ling Kao is the director representative of Kao Chyuan Inv. Corp; Chien-Te Wu and Ping-Chih Wu are the director representatives of Taipo Inv. Co., Ltd.; Chung-Ho Wu is the director representative of Young Yun Inv. Co., Ltd.; Shih-Hung Chuang is the director representative of Hung Yao Inv. Co., Ltd.; Po-Yi Hou is the director representative of Sheng-Yuan Invest. Co., Ltd.; Po-Ming Hou is the director representative of Yu Peng Inv. Co., Ltd.; Chih-Yuan Hou is the director representative of Hsin Fu Hsing Industrial Co., Ltd.; Yun-Chen Chuang is the director representative of Jin Ya Inv. Co., Ltd.
Note 4: Directors currently hold positions in the Company and other companies:
| Name | Current Position Held in the Company and Other Companies |
|---|---|
| Uni-President Enterprises Corp. | Chairman of: Uni-President Vender Corp., Uni-President Organics Corp., President Chain Store Corp., Uni-President Natural Industrial Corp., Ton Yi Industrial Corp., TTET Union Corp., President Professional Baseball Team Corp., Uni-President Development Corp., Uni-President Glass Industrial Co., Ltd., Kai Nan Investment Co., Ltd., Kai Yu Investment Co., Ltd., Prince Housing & Development Corp., Tung Ho Development Corp., Tone Sang Construction Corp., Grand Bills Finance Corp., Tung-Ren Pharmaceutical Corp., President Fair Development Corp., President Packaging Corp., President International Development Corp., ScinoPharm Taiwan Ltd., Uni-President Cold Chain Corp., Tait Marketing & Distribution Corp., Tung Lo Development Corp., Presco Netmarketing Inc., Uni-President Dream Parks Corp., Nanlien International Corp., President Global Corp., Uni-President Express Corp., Presicarre Corp. |
| Vice Chairman of: President Kikkoman Inc., President Nisshin Corp. | |
| Director of: Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co., Ltd., Nanlien International Corp., Uni-President Vender Corp., President International Development Corp., President Tokyo Corp., ScinoPharm Taiwan Ltd., Uni-President Organics Corp., Uni-President Cold Chain Corp., TTET Union Corp., Uni-President Natural Industrial Corp., Tait Marketing & Distribution Co., Ltd., President Chain Store Corp., Presicarre Corp., Tung Lo Development Corp., President Kikkoman Inc., Retail Support International Corp., President Professional Baseball Team Corp., President Nisshin Corp., Uni-President Development Corp., Weilih Food Corp., Uni-President Dream Parks Corp., Presco Netmarketing Inc., Uni-President Glass Industrial Co., Ltd., President Transnet Corp., Prince Housing & Development Corp., Prince Industrial Co., Ltd., Tung Ho Development Corp., Mech-President Corp., Tone Sang Construction Corp., Tone Sang Construction Corp., Grand Bills Finance Corp., Tong Ren Corp., President Fair Development Corp., Cayman President Holdings Ltd., President Global Corp., Uni-President Express Corp., Prince Housing & Development Corp., Grape King Bio Ltd., PChome Online Inc. | |
| Supervisor of: Uni-President Vender Corp., Uni-Wonder Corp., President Professional Baseball Team Corp., Uni-President Dream Parks Corp., Presco Netmarketing Inc., Uni-President Glass Industrial Co., Ltd., Tone Sang Construction Corp., Uni-President Express Corp., Uni-President Department Store Corp. |
| Chih-Hsien Lo | Chairman of: | Uni-President Enterprises Corp., Uni-President Natural Industrial Corp., Presicarre Corp., Ton Yi Industrial Corp., TTET Union Corp., Prince Housing & Development Corp., President Packaging Corp., Woongjin Foods Co., Ltd., Daeyoung Foods Co., Ltd., President International Development Corp., Uni-President China Holdings Ltd. (Cayman), Zhangjiagang President Nisshin Food Co., Ltd., ScinoPharm Taiwan, Ltd., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd., Uni-President (Vietnam) Co., Ltd., President Enterprises (China) Investment Co., Ltd., President Chain Store Corp., Uni-President Cold-Chain Corp., Presco Netmarketing Inc., Uni-President Dream Parks Co., President Century Corp., President Property Corp., Nanlien International Corp., Tone Sang Construction Corp., Prince Real Estate Co., Ltd., Times Square International Holding Co., Times Square International Stays Corp., Times Square International Hotel Corp., Uni-President Express Corp., Cheng Shi Investment Holding Co., Ltd. |
|---|---|---|
| Vice Chairman of: | President Nisshin Corp. | |
| Director of: | Presicarre Corp., Uni-Wonder Corp., Uni-President Organics Corp., Uni-President Glass Industrial Co., Ltd., Cayman President Holdings Ltd., Kai Yu(BVI) Investment Co., Ltd., President Fair Development Corp., Uni-President Southeast Asia Holdings Ltd., Uni-President Asia Holdings Ltd., Uni-President Hong Kong Holdings Limited, Champ Green Capital Co., Ltd., Champ Green (Shanghai) Consulting Co., Ltd., Guangzhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Xinjiang President Enterprises Food Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunchan President Enterprises Food Co., Ltd., Chengdu President Enterprises Food Co., Ltd., Shenyang President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei President Enterprises Co., Ltd., Zhengzhou President Enterprises Co., Ltd., Beijing President Enterprises Drinks & Food Co., Ltd., President (Kunshan) Food Technology Co., Ltd., Nanchang President Enterprises Co., Ltd., President (Shanghai) Trading Co., Ltd., Kunming President Enterprises Food Co., Ltd., Yantai Tongli Beverage Industries Co., Ltd., Changsha President Enterprise Co., Ltd., Bama President Mineral Water Co., Ltd., Nanning President Enterprise Co., Ltd., Zhanjiang President Enterprise Co., Ltd., Chongqing President Enterprise Co., Ltd., Taizhou President Enterprises Co., Ltd., Akesu President Enterprise Co., Ltd., Changchun President Enterprise Co., Ltd., Uni-President Shanghai Management Consulting Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd., Baiyin President Enterprise Co., Ltd., Hainan President Enterprise Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprise Co., Ltd., Hangzhou President Enterprise Co., Ltd., Wuxue President Mineral Water Co., Ltd., Shijiezhuang President Enterprise Co., Ltd., Xuzhou President Enterprise Co., Ltd., Henan President Enterprises Co., Ltd., President (Kunshan) Trading Co., Ltd., Shanxi President Enterprises Corp., Jangsu President Enterprises Co., Ltd., Changbaishan Mountain President Enterprises (Jilin) Mineral Water Co., Ltd., President (Kunshan) Food Technology Co., Ltd., President (Kunshan) Real Estate Development Co., Ltd., Shanghai President Enterprises Co., Ltd., Inner Mongolia President Enterprises Co., Ltd., Shanxi President Enterprises Co., Ltd., Uni-President Enterprises (Hutubi) Tomato Products Technology Co., Ltd., Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-President Enterprises (TianJin) Co., Ltd., Hunan President Enterprises Co., Ltd., Uni-OAO Travel Service Corp., President Packaging Holdings Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Uni-President Development Corp., President Professional Baseball Team Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih Food Industrial Co., Ltd., Geng-Ding Co., Ltd., President Chain Store(BVI) Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Retail Support International Corp., Uni-President Assets Holdings Ltd., Kao Chyuan Inv. Corp. | |
| Supervisor of: | Infinity Holdings Ltd., Eternity Holdings Ltd., Celestial Prosperities Holdings Ltd. | |
| President of: | Presco Netmarketing Inc., Uni-President Express Corp. |
1
| Tsung-Ping Wu | Chairman of | Ton Yi Pharmaceutical Corp., Kai Nan Investment Co., Ltd. |
|---|---|---|
| Director of: | President Chain Store Corp., ScinoPharm Taiwan, Ltd., Prince Housing & Development Corp., Grand Bills Finance Corp., Presicarre Corp., Tung Lo Development Corp., Tone Sang Construction Corp., President International Development Corp., Uni-President (Vietnam) Co., Ltd., Uni-President Hong Kong Holdings Limited, Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Cheng Shi Investment Holding Co., Ltd., Prince Real Estate Co., Ltd., Times Square International Holding Co., President Fair Development Corp. | |
| Supervisor of: | President Professional Baseball Team Corp., Nanlien International Corp., President Kikkoman Inc., Kunshan President Kikkoman Biotechnology Co., Ltd., President Kikkoman Zhenji Foods Co., Ltd., President Century Corp., Times Square International Stays Corp., Woongjin Foods Co., Ltd., Daeyoung Foods Co., Ltd., Uni-President (Korea) Co., Ltd., Uni-President Express Corp., PAYUNi Co. Ltd., Times Square International Hotel Corp. | |
| Kao Chyuan Inv. Corp. | Director of: | Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi Industrial Corp., ScinoPharm Taiwan Ltd., President International Development Corp., Merry Life Biomedical Company, Ltd., President Securities Corp., Prince Housing & Development Corp. |
| Shiow-Ling Kao | Chairman of: | Kao Chyuan Investment Corp., President Being Corp., President Fair Development Corp., Uni-President Department Store Corp., President Pharmaceutical Corp., President Drugstore Business Corp., Eternity Holdings Ltd., Infinity Holdings Ltd., Celestial Prosperities Holdings Ltd. |
| Director of: | Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi Industrial Corp., ScinoPharm Taiwan Ltd., President International Development Corp., Uni-President Development Corp., Times Square International Hotel Corp., Uni-Wonder Corp., President Century Corp., Times Square International Holding Co., Prince Housing & Development Corp., Uni-President Natural Industrial Corp., Uni-President Organics Corp. | |
| President of: | Kao Chyuan Inv. Corp., President Fair Development Corp. | |
| Chao-Mei Wu Tseng | Chairman of: | Tsengs' Social Welfare Charity Foundation |
| Managing Director of | Pun Fong Enterprise Co., Ltd. | |
| Director of: | Prince Housing & Development Corp., Taipo Inv. Co., Ltd., Cheng Ta Investment Co., Ltd., Tainan Spinning Co., Ltd., Wu Hsiou-Chi Cultural & Educational Foundation Executive, Times Square International Holding Co. | |
| Taipo Inv. Co., Ltd. | Director of: | Prince Housing & Development Corp., Uni-President Enterprises Corp., Tainan Spinning Co., Ltd., President Pharmaceutical Corp. |
| Chien-Te Wu | Managing Director of | Kuen Ching Intenaitonal Development Co., Ltd. |
| Director of: | Prince Prince Housing & Development Corp., Times Square International Holding Co. | |
| Ping-Chih Wu | Director of: | Prince Housing & Development Corp., Uni-President Enterprises Corp., Kuen Ching Intenaitonal Development Co., Ltd., President Pharmaceutical Corp., Times Square International Holding Co., President Global Corp. |
| President of: | President Global Corp., Ameripec Inc. | |
| Young Yun Inv. Co., Ltd. | Director of: | Prince Housing & Development Corp., Uni-President Enterprises Corp., Tainan Spinning Co., Ltd., Nantex Industry Co., Ltd., Grand Bills Finance Corp. |
| Chung-Ho Wu | Chairman of: | San Shing Spinning Co., Ltd. |
| Director of: | Prince Housing & Development Corp., Uni-President Enterprises Corp., Tainan Spinning Co., Ltd., Nantex Industry Co., Ltd., Grand Bills Finance Corp., President Pharmaceutical Corp., Times Square International Holding Co., Times Square International Hotel Corp., Kuen Ching Intenaitonal Development Co., Ltd., Southern Taiwan University of Science and Technology | |
| Supervisor of: | Nanmat Technology Co., Ltd. | |
| Sheng-Yuan Inv. Co., Ltd. | Director of: | Prince Housing & Development Corp., Universal Cement Corp. |
Prince Housing & Development Corp. | 9
| Po-Yi Hou | Chairman of: | Universal Cement Corp. |
|---|---|---|
| Director of: | Prince Housing & Development Corp., Times Square International Holding Co. | |
| Yu Peng Inv. Co., Ltd. | Chairman of: | Tainan Spinning Co., Ltd. |
| Director of: | Prince Housing & Development Corp., Uni-President Enterprises Corp. | |
| Po-Ming Hou | Chairman of: | Tainan Spinning Co., Ltd., Yu Peng Inv. Co., Ltd., Hsin Yu Peng Investment Co., Ltd., Nan Fan Housing Development Co., Ltd., Tainan Spinning Cultural & Educational oundation, T.S. Retail & Distribution Co., Ltd. |
| Director of: | Prince Housing & Development Corp., Uni-President Enterprises Corp., President International Development Corp., ScinoPharm Taiwan Ltd., Nantex Industry Co., Ltd., Times Square International Holding Co., Times Square International Hotel Corp., Times Square International Stays Corp., | |
| Hsin Fu Hsing Industrial Co., Ltd. | Director of: | Prince Housing & Development Corp. |
| ChihYuan Hou | Director of: | Prince Housing & Development Corp., Tainan Spinning Co., Ltd., Universal Cement Investment Co., Ltd., Huanchung Cement International Corp., Lioho Machine Works Ltd., Grand Bills Finance Corp., Nantex Industry Co., Ltd., Times Square International Holding Co., Li-Yong Development Co., Ltd., Uneo Inc., Kaohsiung Pier Transportation Co., Ltd., TechSpring Venture Capital Co., Ltd., Tainan RMC Industry Co., Ltd., Universal RMC Industry Co., Ltd., Darchan Venture Corporation, Universal Real Estate Development Co., Ltd., CHC Resources Corporation, Sheng-Yuan Inv. Co., Ltd., Bo-Zhi Investment Co., Ltd. |
| Supervisor of: | Hsin Fu Hsing Asset Co., Ltd. | |
| Hung Yao Inv. Co., Ltd. | Director of: | Prince Housing & Development Corp. |
| Shih-Hung Chuang | Chairman of: | Hung Yao Inv. Co., Ltd. |
| Director of: | Prince Housing & Development Corp., Times Square International Hotel Corp., Times Square International Stays Corp., Times Square International Holding Co. | |
| Jin Ya Inv. Co., Ltd. | Director of: | Prince Housing & Development Corp., Taiwan Taffeta Fabric., Co., Ltd. |
| Yun-Chen Chuang | Director of: | Prince Housing & Development Corp., Taiwan Taffeta Fabric., Co., Ltd., Times Square International Holding Co. |
| Meng-Hsiu Chen | Audit Committee of: | Prince Housing & Development Corp. |
| Remuneration Committee of: | Prince Housing & Development Corp. | |
| Independent Director of: | Prince Housing & Development Corp. | |
| Tse Hsiang Ting | Audit Committee of: | Prince Housing & Development Corp. |
| Remuneration Committee of: | Wu Jyun Jie Charitable Foundation | |
| Independent Director of: | Prince Housing & Development Corp., Super Dragon Technology Co., Ltd., Tekom Technologies, Inc. Prince Housing & Development Corp. | |
| Jun-Shen Tseng | Audit Committee of: | Prince Housing & Development Corp. |
| Remuneration Committee of: | Prince Housing & Development Corp. | |
| Independent Director of: | Prince Housing & Development Corp. | |
| Chen-Ming Chang | Audit Committee of: | Prince Housing & Development Corp., China General Plastics Corporation |
| Remuneration Committee of: | Prince Housing & Development Corp., China General Plastics Corporation | |
| Director of: | Sacred Heart Education Development Foundation, The 9th Central News Agency of Taiwan | |
| Independent Director of: | Prince Housing & Development Corp., China General Plastics Corporation |
10
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Table 1: Major Shareholders of the Institutional Shareholders
Dec. 31, 2025
| Name of Institutional Shareholders | Major Shareholders of the Institutional Shareholders |
|---|---|
| Uni-President Enterprises Corp. | Kao Chyuan Inv. Co., Ltd. (5%), Yuanta P-shares Taiwan Dividend Plus ETF Fund Account (3.39%), BNP Paribas Wealth Management Hong Kong Branch (3.02%), Cathay Life Insurance Co. Ltd. (3.01%), Po-Ming Hou (2.56%), Taishin International Commercial Bank Co., Ltd. Custody of Cathay Taiwan High Dividend Umbrella Fund Securities Investment Trust Fund Taiwan ESG Sustainable High Dividend ETF Securities Investment Trust Fund Account (2.50%), Po-Yu Hou (2.49%), Shiow-Ling Kao (1.64%), Labor Retirement Reserve Fund (1.58%), Chunghwa Post Co., Ltd. (1.54%) |
| Kao Chyuan Investment Co., Ltd. | Chung Yong Co., Ltd. (89.95%), Chao-Mei Wu Tseng (8.62%), Cheng Ta Investment Co., Ltd. (1.43%) |
| Taipo Investment Co., Ltd. | Chung-Ho Wu (24.52%), Wu Jyun Jie Charitable Foundation (24.65%), Bao-Huei Wu (8.50%), |
| Young Yun Investment Co., Ltd. | Man-Huei Wu (8.50%), Ai-Gui Huang (6.76%), Ping-Yi Wu (4.15%), Min-Ching Wu (4.15%), Han-Ting Cheng (4.15%), Mei-Siang Chen (3.40%), Cheng-Chieh Chiang (2.07%), Cheng-Wei Chiang (2.07%), Jia-Ni Wu (3.54%), Jia-Rong Wu (3.54%) |
| Hung Yao Investment Co., Ltd. | Shih-Hung Chuang (46.39%), Hsin-Yi Wu (45.39%), Ting-Yao Chuang (8.22%) |
| Sheng-Yuan Investment Co., Ltd | Bo-Yi Hou (99%), Chih-Sheng Hou (0.31%), ChihYuan Hou (0.31%), Ching-Chieh Hou Su (0.38%) |
| Yu Peng Investment Co., Ltd. | Po-Ming Hou (76.27%), Yi-Zhen Chang (23.73%) |
| Hsin Fu Hsing Industrial Co., Ltd. | Bo-Yi Hou (96.37%), Chin-Chien Hou Su (3%), Chih-Sheng Hou (0.33%), Chih-Yuan Hou (0.3%) |
| Jin Ya Inv. Co., Ltd. | Ching-Chih Chuang Lin (87.4%), Ying-Chih Chuang (12.6%) |
Dec. 31, 2025
Table 2: Major Institutional Shareholders of the Company
| Name of Institutional Shareholders | Name of Major Institutional Shareholders | Major Shareholders of the Major Institutional Shareholders |
|---|---|---|
| Uni-President Enterprises Corp. | Kao Chyuan Investment Co., Ltd. | Infinity Holdings Ltd. (51.11%), Eternity Holdings Ltd. (48.89%) |
| Cathay Life Insurance Co. Ltd. | Cathay Financial Holding Co., Ltd. (100%) | |
| Chunghwa Post Co., Ltd. | Ministry of Transportation and Communications, R.O.C. (100%) | |
| Kao Chyuan Investment Co., Ltd. | Infinity Holdings Ltd. | Shiow-Ling Kao (55.91%), Chih-Hsien Lo (20.27%), Han-Di Kao (1.84%), Zi-Yi Kao (1.84%), Shi-Ai Lo (1.84%), Tianyuan Co., Ltd. (18.3%) |
| Eternity Holdings Ltd | Shiow-Ling Kao (70.77%), Chih-Hsien Lo (21.18%), Han-Di Kao (0.84%), Zi-Yi Kao (0.44%), Shi-Ai Lo (1.01%), Tianyuan Co., Ltd. (5.71%) | |
| Taipo Investment Co., Ltd. | Cheng Ta Investment Co., Ltd. | Chung Yong Co., Ltd. (98.82%), Chao-Mei Wu Tseng(1.18%) |
| Chung Yong Co., Ltd. | Xu-Ming Lu (100%) | |
| Young Yun Investment Co., Ltd. | Wu Jyun Jie Charity Foundation | Chung-Ho Wu (4.3%), Pao-Hui Wu(2.18%), Man-Hui Wu(1.9%) |
Director Information
A. Disclosure of Professional Qualifications of Directors and Independence of Independent Directors
| Criteria
Title & Name | | Professional Qualification and Experience | | Independence Criteria | Number of Independent Directorships Held in Other Public Companies |
| --- | --- | --- | --- | --- | --- |
| Chairman | Uni-President Enterprises Corp.
Rep: Chih-Hsien Lo | Education | MBA, UCLA, USA | Refer to Statement of Board Independence. | 0 |
| | | Experience | Executive Vice President and President of Uni-President Enterprises Corp. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Director | Kao Chyuan Inv. Corp.
Rep: Shiow-Ling Kao | Education | BA, Dept. of Accounting, National Chung Yuan Christian University | Refer to Statement of Board Independence. | 0 |
| | | Experience | Senior Manager of Uni-President Enterprises Corp. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Director | Uni-President Enterprises Corp.
Rep: Tsung-Ping Wu | Education | BA, Dept. of Accounting, National Chung Yuan Christian University | Refer to Statement of Board Independence. | 0 |
| | | Experience | Senior Manager of Uni-President Enterprises Corp. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
II
| Director | Chao-Mei Wu Tseng | Education | Junior High School | Refer to Statement of Board Independence. | 0 |
|---|---|---|---|---|---|
| Experience | Chairman of Consortium legal person Tseng's Children Social Welfare Charity Foundation | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Taipo Inv. Co., Ltd. | ||||
| Rep: Ping-Chih Wu | Education | MS of Chemical Engineering and MS of Industrial Management, USC, USA | Refer to Statement of Board Independence. | 0 | |
| Experience | Director of Uni-President Enterprises Corp. | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Taipo Inv. Co., Ltd. | ||||
| Rep: Chien-Te Wu | Education | MBA | Refer to Statement of Board Independence. | 0 | |
| Experience | Director of Kuen Ching Intenaitonal Development Co., Ltd. | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Young Yun Inv. Co., Ltd. | ||||
| Rep: Chung-Ho Wu | Education | BS, Dept. of Chemistry, Fu Jen Catholic University | Refer to Statement of Board Independence. | 0 | |
| Experience | Director of San Shing Spinning Co., Ltd. | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Hung Yao Inv. Co., Ltd. | ||||
| Rep: Shih-Hung Chuang | Education | Education | Refer to Statement of Board Independence. | 0 | |
| Experience | Experience | ||||
| Professional Qualification | Professional Qualification | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Sheng-Yuan Inv. Co., Ltd. | ||||
| Rep: Po-Yu Hou | Education | BA, Dept. of Transportation & Communication Management, National Cheng Kung University | Refer to Statement of Board Independence. | 0 | |
| Experience | Chairman of Universal Cement Corp. | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Yu Peng Inv. Co.,Ltd. | ||||
| Rep: Po-Ming Hou | Education | Chinese Culture University | Refer to Statement of Board Independence. | 0 | |
| Experience | Chairman of Yu Peng Inv. Co.,Ltd. | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. | |||||
| Director | Hsin Yung Hsing Inv. Co.,Ltd. | ||||
| Rep: Chih-Yuan Hou | Education | Master Degree, East Asian Languages and Civilizations, Harvard University, USA | Refer to Statement of Board Independence. | 0 | |
| Experience | Vice President of Universal Cement Corp. | ||||
| Professional Qualification | Refer to Note 1. | ||||
| None of the conditions defined in Article 30 of the Company Law is violated. |
Prince Housing & Development Corp. | 13
| Director | Jin Ya Inv. Co., Ltd.
Rep: Yun-Chen Chuang | Education | MS of Electrical and Computer Engineering, USC, USA | Refer to Statement of Board Independence. | 0 |
| --- | --- | --- | --- | --- | --- |
| | | Experience | President of Jin Ya Inv. Co., Ltd. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Independent Director | Meng-Hsiu Chen | Education | Ph.D., Dept. of Business Administration, National Sun Yat-sen Univ. | When performing their duties, individuals must maintain independence and avoid any direct or indirect conflicts of interest with the Company. Furthermore, none of the following circumstances have occurred during the two years prior to appointment and throughout the term of the Company:
(1) The employee of the Company or any of its affiliates.
(2) The director or supervisor of the Company or any of its affiliates.
(3) The individual, together with their spouse, minor children or shares held in the name of others, does not hold more than 1% of the Company's total issued shares and is not among the top 10 natural person shareholders of the Company.
(4) The spouse or relatives within the second or third degree of kinship of any managerial officer referred to in subparagraph 1, or of any of the persons listed in the preceding two subparagraphs.
(5) A director, supervisor or employee of a legal person shareholder that directly holds more than 5% of the Company's total issued shares; ranks among the top 5 shareholders; or has appointed a representative to serve as a director or supervisor of the company pursuant to paragraph 1 or paragraph 2 of article 27 of the company act.
(6) A director, supervisor or employee of another company in which the same person controls more than half of the board seats or voting shares as in the Company. | 0 |
| | | Experience | Associate Professor, Department of Finance, Southern Taiwan University of Science and Technology | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Independent Director | Tse Hsiang Ting | Education | Dept. of Public Finance, National Chung Hsing Univ. | 3 | 3 |
| | | Experience | Independent Director of Ta Yih Industrial Co., Ltd. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Independent Director | Jun-Shen Tseng | Education | Master Degree, Biotechnology-Processes Development, National Chin-Yi University of Technology | 0 | 0 |
| | | Experience | Independent Director of TBB (Cambodia) Microfinance Institution Plc. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
14
1
| Independent Director | Chen-Ming Chang | Education | Diploma of Communication Design, Hong Kong Polytechnic University | (7) A director (or trustee), supervisor (or inspector), or employee of another company or institution whose chairperson, general manager, or person in an equivalent position is the same individual as, or the spouse of, the Company's chairperson, general manager, or person in an equivalent position.
(8) A director (or trustee), supervisor (or inspector), managerial officer or shareholder holding more than 5% of the shares of a company or institution with which the Company has financial or business dealings.
(9) This shall apply to professionals, sole proprietors, partnerships, companies or institutions that have provided auditing or related commercial, legal, financial or accounting services to the Company or its affiliates and received cumulative compensation in excess of NT$500,000 in the last two years, as well as to the owners, partners, directors (or trustees), supervisors and managerial officers of such entities, and their spouses.
However, members of the Remuneration Committee, the Tender Offer Review Committee, and the Special Committee for Mergers and Acquisitions are exempt if they perform their duties in accordance with the relevant laws and regulations under this Act or the Business Mergers and Acquisitions Act. | 1 |
| --- | --- | --- | --- | --- | --- |
| | | Experience | Associate professor of Department of Commercial Design in Chung Yuan Christian University | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Independent Director | Hui-Jung Tseng | Education | Chang Jung Senior High School | 0 | |
| | | Experience | Person in charge of Pin Men Interior Design & Decoration Co., Ltd. | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
| Independent Director | Meng-Chi Yen | Education | MBA, Science in Business Administration, USC Marshall School of Business | 0 | |
| | | Experience | Founder and Partner of Radiant Capital | | |
| | | Professional Qualification | Refer to Note 1. | | |
| | | None of the conditions defined in Article 30 of the Company Law is violated. | | | |
B. Diversity and Independence of the Board of Directors:
1. Diversity of the Board of Directors:
a. Article 20 of The Company's Code of Practice for Corporate Governance has stated the abilities of the Board and developed a diversified policy for the composition of the Board members and the directors concurrently serving as Company officers, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
Prince Housing & Development Corp. | 15
Basic requirements and values: Gender, age, nationality and culture etc.
Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marking and technology), expertise and industry experience.
All members of the Board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Directors shall possess the following abilities: (1) Operational judgments (2) Accounting and financial analysis skills (3) Management (4) Crisis management (5) Industry knowledge (6) International market insight (7) Leadership (8) Decision making.
b. The current status of the diversity of the Board of Directors:
(1). Basic requirements and values: Gender, age, nationality and culture
The 18th Board of Directors of the Company has a total of 18 directors (including 6 independent directors), and 7 of them have master's degrees from well-known American universities, which is rare in the domestic construction industry. They often provide new international concepts compared to domestic traditional concepts, which make a significant contribution to the Company's long-term development.
| Management Goal | Achievement Status |
|---|---|
| At least 5 independent directors | Achieved |
| At least one independent director with a certified public accountant license, or expertise in finance, financial management, or business management | Achieved |
| Directors concurrently serving as company executives not exceeding one-third of board seats | Achieved |
Among the current 18 Board members of the Company, 4 are female directors, accounting for 22% of the total Board members. Due to the characteristics of the construction industry, the proportion of female employees is low. The Company is committed to maintaining a considerable proportion of female directors. Future efforts will be made to increase the number of female directors to one-third of the total Board seats. The proportion of directors with employee status is 5.56%, and all directors with management and operation expertise are hired according to the Company's needs.
(2). Professional knowledge and skills: Professional background, expertise and industry experience
Directors:
The education background of directors includes MBA, UCLA, USA; BA, Department of Accounting; Marymount College USA; MS of Chemical Engineering and MS of Industrial Management, USC, USA; MBA, Boston University, USA; Master's Degree, East Asian Languages and Civilizations, Harvard University, USA; MS of Electrical and Computer Engineering, USC, USA; BA, Department of Accounting, National Chung Yuan Christian University; Department of Chemistry, Fu Jen Catholic University; Department of Transportation Management, National Cheng Kung University; Chinese Culture University.
Among the Board members of the Company, Chairman Chih-Hsien Lo has served as the Chairman of many listed companies such as Uni-President Enterprise Corp., President Chain Store Corp., and ScinoPharm Taiwan., Ltd. The companies under his leadership have repeatedly hit record highs in revenue and profit. Director Po-Yi Hou, as the Chairman of Universal Cement Corp., has been deeply involved in the building materials industry for more than 30 years, and has given guidance and suggestions to the Company's construction industry. Director Po-Ming Hou served as the Chairman of Tainan Spinning Co., Ltd., leading the development of Tainan Spinning Co., Ltd., setting up factories in Vietnam early, and successfully expanding
Ⅱ
overseas business. W HOTEL has been in operation since 2011, and Hotel Resonance Taipei has been in operation since the end of 2020. Both the room price and the occupancy rate are among the top five-star hotels in the domestic industry. Director Shih-Hung Chuang has led the world's advanced knowledge of hotel management, and has given a lot of advice to the Company's hotel operations, which is very helpful.
Independent Directors:
The education background of independent directors includes Ph.D., Department of English Teaching, National Kaohsiung Normal University, CPA and CPA firm director, rich experience in the financial and banking industry, Master Degree, Biotechnology-Processes Development, National Chin-Yi University of Technology and Diploma of Communication Design, The Hong Kong Polytechnic University.
Please refer to (Note 1) for the basic composition and professional competence of Board members.
2. Independence of the Board of Directors:
The Company has appointed 6 independent directors in accordance with laws and regulations, representing 33%. During the appointment process, the qualifications of the independent directors are verified and a declaration is issued. In addition, the Company obtains a declaration of independence and compliance with concurrent employment rules from each independent director. It has been confirmed that there are no circumstances specified in Article 26-3(3) and (4) of the Securities and Exchange Act. More than half of the directors have no spouse or relatives within second degree of kinship.
Note 1: Basic composition and professional competence of Board of Directors
| Criteria Name | Basic Composition | |||
|---|---|---|---|---|
| Nationality | Gender | An employee/ management of the Company | The tenure of Independent Director | |
| 3-9Year | ||||
| Chih-Hsien Lo | R.O.C. | M | ✓ | |
| Shiow-Ling Kao | R.O.C. | F | ||
| Tsung-Ping Wu | R.O.C. | M | ||
| Chao-Mei Wu Tseng | R.O.C. | F | ||
| Ping-Chih Wu | R.O.C. | M | ||
| Chien-Te Wu | R.O.C. | M | ||
| Chung-Ho Wu | R.O.C. | M | ||
| Shih-Hung Chuang | R.O.C. | M | ||
| Po-Yi Hou | R.O.C. | M | ||
| Po-Ming Hou | R.O.C. | M | ||
| Chih-Yuan Hou | R.O.C. | M | ||
| Yun-Chen Chuang | R.O.C. | M | ||
| Meng-Hsiu Chen | R.O.C. | M | ✓ | |
| Tse Hsiang Ting | R.O.C. | M | ✓ | |
| Jun-Shen Tseng | R.O.C. | M | ||
| Chen-Ming Chang | R.O.C. | F | ||
| Hui-Jung Tseng | R.O.C. | M | ||
| Meng-Chi Yen | R.O.C. | F |
| Criteria Name | Professional Competence | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Professional Background | Operational Judgment | Management | Accounting & Finance | Business & Economics | Crisis Management | Industry Experiences | Global Market Relation | Leadership | Decision Making | |
| Chih-Hsien Lo | Business Administration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Shiow-Ling Kao | Business | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Tsung-Ping Wu | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Chao-Mei Wu Tseng | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Ping-Chih Wu | Chemical Engineering & Industrial Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Chien-Te Wu | Administration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Chung-Ho Wu | Chemistry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Shih-Hung Chuang | Business Administration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Po-Yi Hou | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Po-Ming Hou | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Chih-Yuan Hou | Business Administration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Yun-Chen Chuang | Business Administration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Meng-Hsiu Chen | Administration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Tse Hsiang Ting | Accountant | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| Jun-Shen Tseng | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Chen-Ming Chang | Advertising Design | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Hui-Jung Tseng | Interior Design | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Meng-Chi Yen | Business | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
2.1.2 Management Team
Unit: Shares; Dec. 31, 2025
| Title (Note 1) | Nationality | Name | Gender | Date Effective | Shareholding | Spouse & Mom Shareholding | Shareholding by Nonsince Arrangement | Experience (Education) | Other Position | Managers who are Spouses or Wulan Two Degrees of KioskP | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Chief Strategy Officer | R.O.C. | Chih-Hsien Lo | M | Aug. 18, 2017 | 0 | 0 | 425,013 | 0.03% | 0 | 0 | MBA, UCLA, USA | Note 3 | - | - | - |
| President | R.O.C. | Hung-Chun Lin | M | Jun. 27, 2022 | 100,000 | 0.01% | 0 | 0 | 0 | 0 | BA Dept. of Business Administration, Aletheia University | Note 3 | - | - | - |
| Vice President | R.O.C. | Hung-Yu Wu | M | Nov. 10, 2023 | 0 | 0 | 0 | 0 | 0 | 0 | BA, Dept. of Accounting, National Cheng Kung University | Note 3 | - | - | - |
| Vice President | R.O.C. | Xiao-Yu Chiang | M | Nov. 3, 2016 | 0 | 0 | 0 | 0 | 0 | 0 | National Taiwan University of Science & Tech. | Note 3 | - | - | - |
| Assistant Vice President | R.O.C. | Jian-Ying Wu | M | Sep. 1, 2013 | 10,300 | 0.00% | 0 | 0 | 0 | 0 | MBA, George Washington University, USA | Note 3 | - | - | - |
1
| Assistant Vice President (CFO). | R.O.C. | Chun-Liang Lin | M | Sep. 1, 2013 | 124,909 | 0.01% | 0 | 0 | 0 | 0 | MBA, University of South Australia | Note 3 | - | - | - |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assistant Vice President (Corporate Governance Officer and Chief Information Security Officer) | R.O.C. | Chun-Cheng Kuo | M | Sep. 1, 2013 | 372,860 | 0.02% | 0 | 0 | 0 | 0 | BS, Dept. of Architecture, HuaFan University | Note 3 | - | - | - |
| Assistant Vice President | R.O.C. | Shu-Ching Chang | F | Nov. 4, 2022 | 0 | 0 | 0 | 0 | 0 | 0 | Chung Hwa Medical University | Note 3 | - | - | - |
| Manager (CAO) | R.O.C. | Da-Chang Tai | M | Jul. 1, 2006 | 313,517 | 0.02% | 0 | 0 | 0 | 0 | BA, Dept. of Accounting, National Cheng Kung University | Note 3 | - | - | - |
Note 1: Managers who have ever hold positions in the auditor's agency or its affiliated companies: None..
Note 2: Where the President or person of an equivalent post (the highest level manager) and Chairman of the Board of Directors are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increasing the number of independent director seats, and more than half of all directors must not concurrently serve as employees or managers) must be disclosed. There are currently 6 independent directors, and more than half of the directors are not employees or executive officers according to Article 4 of the Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers and the Articles of Incorporation. Relevant countermeasures will be added in accordance with laws and regulations in the future.
Note 3: Managers currently hold positions in the Company and other companies:
| Name | Current Position Held in the Company and Other Companies |
|---|---|
| Chih-Hsien Lo | Chairman of: Uni-President Enterprises Corp., Uni-President Natural Industrial Corp., Presicarre Corp., Ton Yi Industrial Corp., TTET Union Corp., Prince Housing & Development Corp., President Packaging Industrial Corp., Woongjin Foods Co., Ltd., Daeyoung Foods Co., Ltd., President International Development Corp., Uni-President China Holdings Ltd. (Cayman), Zhangjiagang President Nisshin Food Co., Ltd., ScinoPharm Taiwan., Ltd., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd., Uni-President (Vietnam) Co., Ltd., President Enterprises (China) Investment Co., Ltd., President Chain Store Corp., Uni-President Cold-Chain Corp., Presco Netmarketing Inc., Uni-President Dream Parks Co., President Century Corp., President Property Corp., Nanlien International Corp., Tone Sang Construction Corp., Prince Real Estate Co., Ltd., Times Square International Holding Co., Times Square International Stays Corp., Times Square International Hotel Corp., Uni-President Express Corp., Cheng Shi Investment Holding Co., Ltd. |
| Vice Chairman of: President Nisshin Corp. | |
| Director of: Presicarre Corp., Uni-Wonder Corp., Uni-President Organics Corp., Uni-President Glass Industrial Co., Ltd., Cayman President Holdings Ltd., Kai Yu(BVI) Investment Co., Ltd., President Fair Development Corp., Uni-President Southeast Asia Holdings Ltd., Uni-President Asia Holdings Ltd., Uni-President Hong Kong Holdings Limited, Champ Green Capital Co., Ltd., Champ Green (Shanghai) Consulting Co., Ltd., Guangzhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Xinjiang President Enterprises Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan President Enterprises Food Co., Ltd., Chengdu President Enterprises Food Co., Ltd., Shenyang President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei President Enterprises Co., Ltd., Zhengzhou President Enterprises Co., Ltd., Beijing President Enterprises Drinks & Food Co., Ltd., President (Kunshan) Food Technology Co., Ltd., Nanchang President Enterprises Co., Ltd., President (Shanghai) Trading Co., Ltd., Kunming President Enterprises Co., Ltd., Yantai Tongli Beverage Industries Co., Ltd., Changsha President Enterprises Co., Ltd., Bama President Mineral Water Co., Ltd., Nanning President Enterprise Co., Ltd., Zhanjiang President Enterprise Co., Ltd., Chongqing President Enterprise Co., Ltd., Taizhou President Enterprises Co., Ltd., Akesu President Enterprise Co., Ltd., Changchun President Enterprise Co., Ltd., Uni-President Shanghai Management Consulting Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd., Baiyin President Enterprise Co., Ltd., |
II
| Hainan President Enterprise Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprise Co., Ltd., Hangzhou President Enterprise Co., Ltd., Wuxue President Mineral Water Co., Ltd., Shijiezhuang President Enterprise Co., Ltd., Xuzhou President Enterprise Co., Ltd., Henan President Enterprises Co., Ltd., President (Kunshan) Trading Co., Ltd. Shanxi President Enterprises Corp., Jangsu President Enterprises Co., Ltd., Changbaishan Mountain President Enterprises (Jilin) Mineral Water Co., Ltd., President (Kunshan) Food Technology Co., Ltd., President (Kunshan) Real Estate Development Co., Ltd., Ningxia President Enterprises Co., Ltd., Shanghai President Enterprises Co., Ltd., Inner Mongolia President Enterprises Co., Ltd., Shanxi President Enterprises Co., Ltd., Uni-President Enterprises (Hutubi) Tomato Products Technology Co., Ltd., Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-President Enterprises (TianJin) Co., Ltd., Hunan President Enterprises Co., Ltd., Uni-OAO Travel Service Corp., President Packaging Holdings Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Uni-President Development Corp., President Professional Baseball Team Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih Food Industrial Co., Ltd., Geng-Ding Co., Ltd., President Chain Store(BVI) Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Retail Support International Corp., Uni-President Assets Holdings Ltd., Kao Chyuan Inv. Corp. | ||
|---|---|---|
| Supervisor of: | Infinity Holdings Ltd., Eternity Holdings Ltd., Celestial Prosperities Holdings Ltd. | |
| President of: | Presco Netmarketing Inc., Uni-President Express Corp. | |
| Hung Chun Lin | Chairman of: | Prince Industrial Corp., Prince Chong-De Industrial Corp., Prince Da-Li-Yi Industrial Corp. |
| Director of: | Prince Property Management Consulting Co., Ta Chen Construction & Engineering Corp., Prince Security & Guard Co., Ltd., Prince Apartment Management & Maintenance Co., Ltd., Cheng-Shi Construction Co., Ltd., Prince Real Estate Co., Ltd., Nantex Industry Co., Ltd., Cheng-Shi Investment Holdings Co., Ltd., President International Development Corp., Geng Ding Co., Ltd., Tung Lo Development Corp., Nanmat Technology Co., Ltd. | |
| President of: | Prince Property Management Consulting Co., Prince Utility Co., Ltd. | |
| Hung-Yu Wu | Director of: | Prince Real Estate Co., Ltd., Jin-Yi-Xing Plywood Co., Ltd., The Splendor Hospitality International Co., Ltd. |
| Supervisor of: | Prince Property Management Consulting Co., Ta Chen Construction & Engineering Corp., Prince Security & Guard Co., Ltd. (appointed in March 2026), Prince Apartment Management & Maintenance Co., Ltd. (appointed in March 2026). | |
| Xiao-Yu Chiang | Director of: | Cheng-Shi Construction Co., Ltd., Prince Chong-De Industrial Corp., Prince Da-Li-Yi Industrial Corp. |
| Jian-Ying Wu | Director of: | Geng-Ding Co., Ltd. |
| Chun-Liang Lin | Chairman of: | Prince Property Management Consulting Co., Prince Security & Guard Co., Ltd., Prince Apartment Management & Maintenance Co., Ltd., Cheng-Shi Construction Co., Ltd., Uni-President Development Corp. |
| Vice Chairman of: | The Splendor Hospitality International Co., Ltd. | |
| Director of: | Prince Industrial Corp. | |
| Supervisor of: | Prince Utility Co., Ltd., Prince Chong-De Industrial Corp., Prince Da-Li-Yi Industrial Corp. | |
| Chun-Cheng Kuo | Chairman of | Prince Utility Co., Ltd. |
| Director of: | Prince Real Estate Co., Ltd., Ta Chen Construction & Engineering Corp., Prince Industrial Corp., Geng-Ding Co., Ltd., Prince Property Management Consulting Co., Prince Security & Guard Co., Ltd., Prince Apartment Management & Maintenance Co., Ltd. | |
| Supervisor of: | Cheng-Shi Investment Holdings Co., Ltd. | |
| Shu-Ching Chang | Director of: | Prince Utility Co., Ltd., Prince Chong-De Industrial Corp., Prince Da-Li-Yi Industrial Corp. |
| Supervisor of: | Cheng-Shi Construction Co., Ltd. | |
| Da-Chang Tai | Chairman of: | Jin-Yi-Xing Plywood Co., Ltd. |
| Supervisor of: | Prince Industrial Corp., Prince Security & Guard Co., Ltd. (resigned in March 2026), Prince Apartment Management & Maintenance Co., Ltd. (resigned in March 2026). |
20
21
2.1.3 Remuneration Paid to Directors, Independent Directors, President and Vice Presidents
A. Remuneration of Directors and Independent Directors
Unit: NT$ thousand; Dec. 31, 2025
| Title | Name | Remuneration | Summation of A, B, C, and D and as % of Net Income (Note 10) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) (Note 2) | Pensions (B) | Remuneration (C) (Note 3) | Allowances (D) (Note 4) | ||||||||
| PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | ||
| Chairman | Uni-President Enterprises Corp. | - | 8,022 | - | - | 18,883 | 18,883 | 3,640 | 7,180 | 22,523 4.21% | 34,085 6.37% |
| Director | Kao Chyuan Inv. Co., Ltd. | ||||||||||
| Director | Taipo Inv. Co., Ltd. | ||||||||||
| Director | Young Yun Inv. Co., Ltd. | ||||||||||
| Director | Hung Yao Inv. Co., Ltd. | ||||||||||
| Director | Sheng-Yuan Inv. Co., Ltd. | ||||||||||
| Director | Yu Peng Inv. Co., Ltd. | ||||||||||
| Director | Hsin Fu Hsing Industrial Co., Ltd. | ||||||||||
| Director | Jin Ya Inv. Co., Ltd. | ||||||||||
| Director | Hsin Yung Hsing Inv. Co., Ltd. (Note 11) | ||||||||||
| Director | Ruixing Intl. Inv. Co., Ltd. (Note 11) | ||||||||||
| Chairman | Chih-Hsien Lo (Note 1) | ||||||||||
| Director | Shiow-Ling Kao (Note 1) | ||||||||||
| Director | Tsung-Ping Wu (Note 1) | ||||||||||
| Director | Ping-Chih Wu (Note 1) | ||||||||||
| Director | Chien-Te Wu (Note 1) | ||||||||||
| Director | Chao-Mei Wu Tseng | ||||||||||
| Director | Chung-Ho Wu (Note 1) | ||||||||||
| Director | Shih-Hung Chuang (Note 1) | ||||||||||
| Director | Po-Ming Hou (Note 1) | ||||||||||
| Director | Po-Yi Hou (Note 1) | ||||||||||
| Director | Chih-Yuan Hou (Note 1) | ||||||||||
| Director | Ying-Chih Chuang (Note 11) | ||||||||||
| Independent Director | Meng-Hsiu Chen | - | - | - | - | - | - | 3,840 | 3,840 | 3,840 0.72% | 3,840 0.72% |
| Independent Director | Tse Hsiang Ting | ||||||||||
| Independent Director | Jun-Shen Tseng | ||||||||||
| Independent Director | Chen-Ming Chang | ||||||||||
| Independent Director | Hui-Jung Tseng | ||||||||||
| Independent Director | Meng-Chi Yen | ||||||||||
| Independent Director | Peng-Ling Nie (Note 11) | ||||||||||
| Total | - | 8,022 | - | - | 18,883 | 18,883 | 7,480 | 11,020 | 26,363 4.93% | 37,925 7.09% |
Unit: NT$ thousand; Dec. 31, 2025
| Title | Name | Compensation to Directors Also Serving as Company Employees | Summation of A, B, C, D, E, F, and G and as % of Net Income (Note 10) | Compensation from Affiliates Other than Subsidiaries (Note 11) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary, Bonuses, and Special Allowances (E) (Note 5) | Pensions (F) | Employee Profit Sharing (G) (Note 6) | ||||||||||
| PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | PHD | All Consolidated Companies (Note 7) | |||||
| Cash | Stock | Cash | Stock | |||||||||
| Chairman | Uni-President Enter-prises Corp. | 6,121 | 8,090 | - | - | 6,661 | - | 6,661 | - | 35,305 6.6% | 48,836 9.13% | 17,972 |
| Director | Kao Chyuan Inv. Co., Ltd. | |||||||||||
| Director | Taipo Inv. Co., Ltd. | |||||||||||
| Director | Young Yun Inv. Co., Ltd. | |||||||||||
| Director | Hung Yao Inv. Co., Ltd. | |||||||||||
| Director | Sheng-Yuan Inv. Co., Ltd. | |||||||||||
| Director | Yu Peng Inv. Co., Ltd. | |||||||||||
| Director | Hsin Fu Hsing Indus-trial Co., Ltd. | |||||||||||
| Director | Jin Ya Inv. Co., Ltd. | |||||||||||
| Director | Hsin Yung Hsing Inv. Co., Ltd. (Note 11) | |||||||||||
| Director | Ruixing Intl. Inv. Co., Ltd. (Note 11) | |||||||||||
| Chairman | (Chih-Hsien Lo Note 1) | |||||||||||
| Director | Shiow-Ling Kao (Note 1) | |||||||||||
| Director | Tsung-Ping Wu (Note 1) | |||||||||||
| Director | Ping-Chih Wu (Note 1) | |||||||||||
| Director | Chien-Te Wu (Note 1) | |||||||||||
| Director | Chao-Mei Wu Tseng | |||||||||||
| Director | Chung-Ho Wu (Note 1) | |||||||||||
| Director | Shih-Hung Chuang (Note 1) | |||||||||||
| Director | Po-Ming Hou (Note 1) | |||||||||||
| Director | Po-Yi Hou (Note 1) | |||||||||||
| Director | Chih-Yuan Hou (Note 1) | |||||||||||
| Director | Ying-Chih Chuang (Note 11) | |||||||||||
| Director | Yun-Chen Chuang (Note 1) | |||||||||||
| Independent Director | Jun-Shen Tseng (acceded on 2023.06.20) | - | - | - | - | - | - | - | - | 3,840 0.72% | 3,840 0.72% | - |
| Independent Director | Hui-Jung Tseng | |||||||||||
| Independent Director | Tse Hsiang Ting | |||||||||||
| Independent Director | Meng-Hsiu Chen | |||||||||||
| Independent Director | Chen-Ming Chang | |||||||||||
| Independent Director | Meng-Chi Yen | |||||||||||
| Total | 6,121 | 8,090 | - | - | 6,661 | - | 6,661 | - | 39,145 7.32% | 52,676 9.84% | 17,972 |
1
- Explanation of the policy, system, standard and structure of the remuneration, and explain the nature of the remuneration according to the responsibilities, risks, connection time and other factors: in order to consider the responsibilities and professionalism of independent directors and not participate in the annual director's remuneration distribution, and to take into account the attendance rate of independent directors and the situation of participating in further education according to regulations, the 2nd Board of Directors meeting of session sixteen passed the resolution of the monthly fixed payment for business execution expense is about NT$60,000.
- In addition to above information, remuneration to Directors who provide services to PHD or affiliated companies: None..
Range of Remuneration for Directors
| Range of Remuneration | Name of Directors | |||
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| PHD (Note 8) | All Consolidated Companies(H) (Note 9) | PHD (Note 8) | All Consolidated Companies(I) (Note 9) | |
| Under NT$1,000,000 | Hsin Yung Hsing Inv. Co., Ltd., | |||
| Hsin Fu Hsing Industrial Co., Ltd., | ||||
| Ruixing Intl. Inv. Co., Ltd., | ||||
| Jin Ya Inv. Co., Ltd. | ||||
| Chih-Hsien Lo, Tsung-Ping Wu, Shiow-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Chung-Ho Wu, Shih-Hung Chuang, Po-Ming Hou, Po-Yi Hou, Chih-Yuan Hou, Ying-Chih Chuang, Yun-Chen Chuang, Peng-Ling Nie, Meng-Hsiu Chen, Tse Hsiang Ting, Jun-Shen Tseng, Chen-Ming Chang, Meng-Chi Yen, Hui-Jung Tseng | Hsin Yung Hsing Inv. Co., Ltd., | |||
| Hsin Fu Hsing Industrial Co., Ltd., | ||||
| Ruixing Intl. Inv. Co., Ltd., | ||||
| Jin Ya Inv. Co., Ltd. | ||||
| Tsung-Ping Wu, Shiow-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Chung-Ho Wu, Shih-Hung Chuang, Po-Ming Hou, Po-Yi Hou, Chih-Yuan Hou, Ying-Chih Chuang, Yun-Chen Chuang, Peng-Ling Nie, Meng-Hsiu Chen, Tse Hsiang Ting, Jun-Shen Tseng, Chen-Ming Chang, Meng-Chi Yen, Hui-Jung Tseng | Hsin Yung Hsing Inv. Co., Ltd., | |||
| Hsin Fu Hsing Industrial Co., Ltd., | ||||
| Ruixing Intl. Inv. Co., Ltd., | ||||
| Jin Ya Inv. Co., Ltd. | ||||
| Tsung-Ping Wu, Shiow-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Chung-Ho Wu, Shih-Hung Chuang, Po-Ming Hou, Po-Yi Hou, Chih-Yuan Hou, Ying-Chih Chuang, Yun-Chen Chuang, Peng-Ling Nie, Meng-Hsiu Chen, Tse Hsiang Ting, Jun-Shen Tseng, Chen-Ming Chang, Meng-Chi Yen, Hui-Jung Tseng | Hsin Fu Hsing Industrial Co., Ltd., | |||
| Hsin Yung Hsing Inv. Co., Ltd. | ||||
| Tsung-Ping Wu, Shiow-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Chung-Ho Wu, Po-Yi Hou, Chih-Yuan Hou, Ying-Chih Chuang, Yun-Chen Chuang, Peng-Ling Nie, Meng-Hsiu Chen, Tse Hsiang Ting, Jun-Shen Tseng, Chen-Ming Chang, Meng-Chi Yen, Hui-Jung Tseng | ||||
| NT$1,000,000 ~ NT$2,000,000 | Kao Chyuan Inv. Co., Ltd., | |||
| Young Yun Inv. Co., Ltd., | ||||
| Hung Yao Inv. Co., Ltd., | ||||
| Sheng Yuan Investment Co., Ltd., | ||||
| Yu Peng Inv. Co., Ltd., | ||||
| Chao-Mei Wu Tseng | Kao Chyuan Inv. Co., Ltd., | |||
| Young Yun Inv. Co., Ltd., | ||||
| Hung Yao Inv. Co., Ltd., | ||||
| Sheng Yuan Investment Co., Ltd., | ||||
| Yu Peng Inv. Co., Ltd., | ||||
| Chao-Mei Wu Tseng | Kao Chyuan Inv. Co., Ltd., | |||
| Young Yun Inv. Co., Ltd., | ||||
| Hung Yao Inv. Co., Ltd., | ||||
| Sheng Yuan Investment Co., Ltd., | ||||
| Yu Peng Inv. Co., Ltd., | ||||
| Chao-Mei Wu Tseng | Sheng Yuan Investment Co., Ltd., | |||
| Hung Yao Inv. Co., Ltd., | ||||
| Ruixing Intl. Inv. Co., Ltd., | ||||
| Yu Peng Inv. Co., Ltd., | ||||
| Po-Ming Hou, Chao-Mei Wu Tseng | ||||
| NT$2,000,000 ~ NT$3,500,000 | Taipo Inv. Co., Ltd. | Taipo Inv. Co., Ltd. | Taipo Inv. Co., Ltd. | Kao Chyuan Inv. Co., Ltd., |
| Taipo Inv. Co., Ltd., | ||||
| Young Yun Inv. Co., Ltd., | ||||
| Shih-Hung Chuang | ||||
| NT$3,500,000 ~ NT$5,000,000 | - | - | - | - |
| NT$5,000,000 ~ NT$10,000,000 | Uni-President Enterprises Corp. | Uni-President Enterprises Corp., | - | - |
| NT$10,000,000 ~ NT$15,000,000 | - | - | Chih-Hsien Lo | Uni-President Enterprises Corp. |
| NT$15,000,000 ~ NT$30,000,000 | - | - | - | Chih-Hsien Lo |
| NT$30,000,000 ~ NT$50,000,000 | - | - | - | - |
| NT$50,000,000 ~ NT$100,000,000 | - | - | - | - |
| Over NT$100,000,000 | - | - | - | - |
| Total | 31 | 31 | 31 | 31 |
Prince Housing & Development Corp. | 23
Note 1: Chih-Hsien Lo is the chairman representative of Uni-President Enterprises Corp., Shiow-Ling Kao is the director representative of Kao Chyuan Inv. Co., Ltd., Tsung-Ping Wu is the director representative of Uni-President Enterprises Corp., Chien-Te Wu and Ping-Chih Wu are the director representative of Taipo Inv. Co., Ltd., Chung-Ho Wu is the director representative of Young Yun Inv. Co., Ltd., Shih-Hung Chuang is the director representative of Hung Yao Inv. Co., Ltd., Po-Ming Hou is the director representative of Yu Peng Inv. Co., Ltd., Po-Yi Hou is the director representative of Sheng-Yuan Inv. Co., Ltd., Chih-Yuan Hou is the director representative of Hsin Fu Hsing Industrial Co., Ltd., Yun-Chen Chuang is the director representative of Jin Ya Inv. Co., Ltd..
Note 2: Refers to the remuneration of directors in the most recent year (including director salaries, job bonuses, severance pay, various bonuses, incentives, etc.).
Note 3: Fill in the amount of directors' remuneration distributed by the board of directors in the most recent year.
Note 4: It refers to the relevant business execution expenses of directors in the most recent year (including transportation expenses, special expenses, various allowances, dormitory, car distribution, etc.). When providing housing, automobiles and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, the actual or calculated rent at fair market prices, fuel and other payments shall be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver, but it will not be included in the remuneration.
Note 5: Refers to the most recent annual directors and employees (including concurrently serving as general manager, deputy general manager, other managers and employees) received including salary, post bonus, severance pay, various bonuses, rewards, traveling expenses, special expenses, various allowances, dormitories, with vehicles and other physical offerings and so on. When providing housing, automobiles and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, the actual or calculated rent at fair market prices, fuel and other payments shall be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver, but it will not be included in the remuneration. In addition, the salary expenses recognized in accordance with IFRS2 "Share-Based Payment", including the acquisition of employee stock option certificates, new shares with restricted employee rights, and participation in cash capital increase subscription shares, etc., should also be included in remuneration.
Note 6: Refers to the employee remuneration (including stock and cash) obtained by directors and employees (including concurrently serving as general manager, deputy general manager, other managers and employees) in the most recent year. The amount of employee remuneration distributed by the board of directors in the most recent year should be disclosed.
Note 7: The total amount of remuneration paid to the directors by all companies (including the Company) in the consolidated report should be disclosed.
Note 8: The Company pays each director the total amount of remuneration, and the name of the director is disclosed in the grade to which he belongs.
Note 9: The total amount of remuneration paid to each director by all companies (including the Company) in the consolidated report should be disclosed, and the name of the director should be disclosed in the attribution level.
Note 10: Net profit after tax refers to the individual financial reports in the most recent year $535,082.
Note 11: Chih-Yuan Hou as the representative of the institutional director of Hsin Yung Hsing Inv. Co., Ltd. resigned on 17 June 2025; Ying-Chih Chuang as the representative of the institutional director of Ruixing Intl. Inv. Co., Ltd. resigned on 17 June 2025; and Peng-Ling Nie as the independent director resigned on 17 June 2025.
Ⅱ
B. Remuneration Paid to President and Vice Presidents
| Title | Name | Salary (A) (Note 1) | Pensions (B) | Bonuses and Special Allowances (C) (Note 2) | Employee Profit Sharing (D) (Note 3) | Summation of A, B, C, and D and as % of Net Income (Note 7) | Compensation from Affiliates Other than Subsidiaries | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PHD | All Consolidated Companies (Note 4) | PHD | All Consolidated Companies (Note 4) | PHD | All Consolidated Companies (Note 4) | PHD | All Consolidated Companies (Note 4) | PHD | All Consolidated Companies (Note 4) | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| Chief Strategy Officer | Chih-Hsien Lo | 11,163 | 11,553 | - | - | 1,038 | 1,038 | 14,399 | - | 14,399 | - | 26,600 4.97% | 26,990 5.04% | 683 |
| President | Hung-Chun Lin | |||||||||||||
| Vice President | Hung-Yu Wu | |||||||||||||
| Vice President | Xiao-Yu Chiang |
- Regardless of the title, those whose positions are equivalent to the president and vice president should be disclosed.
Range of Remuneration
| Range of Remuneration | Name of President and Vice President | |
|---|---|---|
| PHD (Note 5) | All Consolidated Companies (Note 6) | |
| Under NT$ 1,000,000 | - | - |
| NT$1,000,000 (included) ~ NT$2,000,000 (excluded) | - | - |
| NT$2,000,000 (included) ~ NT$3,500,000 (excluded) | Xiao-Yu Chiang, Hung-Yu Wu | Xiao-Yu Chiang, Hung-Yu Wu |
| NT$3,500,000 (included) ~ NT$5,000,000 (excluded) | - | - |
| NT$5,000,000 (included) ~ NT$10,000,000 (excluded) | Hung-Chun Lin | Hung-Chun Lin |
| NT$10,000,000 (included) ~ NT$15,000,000 (excluded) | Chih-Hsien Lo | - |
| NT$15,000,000 (included) ~ NT$30,000,000 (excluded) | - | Chih-Hsien Lo |
| NT$30,000,000 (included) ~ NT$50,000,000 (excluded) | - | - |
| NT$50,000,000 (included) ~ NT$100,000,000 (excluded) | - | - |
| Over NT$100,000,000 | - | - |
| Total | 4 people | 4 people |
Note 1: Fill in the salaries, job bonuses and severance pay of the president and vice president in the most recent year.
Note 2: Fill in the amount of various bonuses, rewards, traveling expenses, special expenses, various allowances, dormitory, car distribution and other remuneration amounts for the president and vice president in the most recent year. When providing housing, automobiles and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, the actual or calculated rent at fair market prices, fuel and other payments shall be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver, but it will not be included in the remuneration. In addition, the salary expenses recognized in accordance with IFRS2 "Share-Based Payment", including the acquisition of employee stock option certificates, new shares with restricted employee rights, and participation in cash capital increase subscription shares, etc., should also be included in remuneration.
Note 3: Fill in the amount of employee remuneration (including stocks and cash) distributed by the Board of Directors to the president or vice president in the most recent year.
Note 4: The total amount of remuneration paid to the president or vice president by all companies (including the Company) in the consolidated report should be disclosed.
Note 5: The Company pays each president or vice president the total amount of remuneration, and discloses the names of the president or vice president in the attribution level.
Note 6: The aggregate remuneration paid by the parent company and all investee enterprises (including the Company) to each company president and vice president shall be disclosed by compensation bracket, together with the respective president's and vice presidents' names within each bracket.
Note 7: This is calculated based on the after-tax net income of NT$535,082 thousand, as reported in the non-consolidated financial statements of 2025.
II
Employee Bonus Granted to Management Team
Unit: NT$ thousand; Dec. 31, 2025
| Title (Note 1) | Name (Note 1) | Stock Bonus | Cash Bonus | Total | Total Amount as % of Net Income (Note 1) | |
|---|---|---|---|---|---|---|
| Chief Strategy Officer | Chih-Hsien Lo | - | 13,845 | 13,845 | 2.59% | |
| Management Team | President | Hung-Chun Lin | ||||
| Vice President | Xiao-Yu Chiang | |||||
| Vice President | Hung-Yu Wu | |||||
| Assistant Vice President | Jian-Ying Wu | |||||
| Assistant Vice President | Chun-Liang Lin | |||||
| Assistant Vice President | Chun-Cheng Kuo | |||||
| Assistant Vice President | Shu-Ching Chang | |||||
| Manager | Da-Chang Tai |
Note 1: This is calculated based on the after-tax net income of NT$535,082 thousand, as reported in the non-consolidated financial statements of 2025.
2.1.4 Comparison of Remuneration for Directors, Presidents and Vice Presidents in the Past Two Years and Remuneration Policy for Directors, Presidents and Vice Presidents
A. Comparison of Remuneration for Directors, Presidents and Vice Presidents in the Past Two Years.
Unit: NT$ thousand
| Title | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Total Remuneration | Net Income | Total Remuneration as % of Net Income | Total Remuneration | Net Income | Total Remuneration as % of Net Income | ||
| Directors | PHD | 39,145 | 535,082 | 7.32% | 29,009 | 312,997 | 9.27% |
| All Consolidated Companies | 52,676 | 9.84% | 44,510 | 14.22% | |||
| President & Vice President | PHD | 26,600 | 4.97% | 20,854 | 6.66% | ||
| All Consolidated Companies | 26,990 | 5.04% | 21,137 | 6.75% |
Note: In accordance with corporate governance, the Company calculates employee remuneration and director remuneration based on the profit of the year and part of the realized/unrealized gains and losses on the securities. The amount of remuneration for directors and employees this year increased due to excluding the amount affected by the realized/unrealized losses of the securities. This amount complied with the Company policy.
B. Remuneration Policy for Directors, Presidents and Vice Presidents
The remuneration the Company pays to the directors, president and vice presidents is passed by Remuneration Committee with due diligence and faithfully perform the following duties, and submitted the suggestions to the board of directors for discussion:
- Policies, standards and combinations of remuneration:
(1) Director's remuneration is divided into director's remuneration, carriage fee, attendance fee and director's remuneration, which are handled in accordance with the Company's Articles and the Company's Director's Compensation and Welfare Table.
(2) The remuneration of the president and vice president is divided into salary and bonus (employee remuneration and year-end bonus), which are based on the Company's staff salary and bonus payment standards and the Company's manager salary management regulations.
- Procedures for setting remuneration:
It is handled in accordance with the Company's director remuneration and benefits table, employee salary and bonus payment standards, and manager remuneration management regulations, taking into
account the Company's operating performance (such as revenue and net profit achievement rate, etc.), the Company's ESG performance (such as corporate governance evaluation results, etc.), the Board of Directors' evaluation results (such as actual attendance times, training hours, etc.), personal performance evaluation results (annual performance indicator achievement rate, etc.) and contribution to the Company, and reasonable compensation is given. The Remuneration Committee shall formulate and review the policies, systems, standards and structures for the performance evaluation and remuneration of directors and managers, and shall review the rationality of remuneration in a timely manner based on the actual operating conditions and relevant laws and regulations, and submit the resolution to the Board of Directors..
- Correlation with operating performance and future risks:
(1) Director's remuneration: According to the provisions of the Company's articles of association, the Board of Directors is authorized to determine the directors' remuneration based on the directors' participation in the Company's operations and the value of their contributions, overall operating performance (including financial aspects: such as the annual revenue and net profit achievement rate, sustainable ESG aspects: such as corporate governance evaluation results, etc.), and the results of the Board of Directors' evaluation (including actual attendance, decision-making quality, continuous learning hours, etc.), and with reference to the industry standards; in addition, if there is a profit in the current year, according to the company's articles of association, the directors' remuneration for the current year shall be distributed at a rate not exceeding 3% of the profit in the current year. The actual allocation ratio shall be determined by the Remuneration Committee after considering the operating performance and making recommendations and then submitted to the Board of Directors for resolution; as for independent directors, their monthly fixed remuneration shall be determined by the Board of Directors, and they shall not participate in the remuneration distribution when the Company makes a profit.
(2) Director's business execution fee: Including travel expenses and attendance fees, according to the Company's Director Compensation and Welfare Table.
(3) For the salaries of the president and vice president, it is determined based on their personal performance (including financial performance, such as pre-tax net profit achievement rate, sustainable ESG aspects, such as corporate governance evaluation index self-assessment achievement rate, BOT performance evaluation results, etc.) and the value of their contribution to the Company's operations.
(4) For the remuneration of the president and vice president, based on the Company's Articles, the Company shall distribute the remuneration to employees with a profit of not less than 2% for the year, and it shall be reviewed and approved by the Remuneration Committee.
(5) Managers such as president, vice president and assistant vice president of the Company following the orders of the Board of Directors to handle the Company's business: Its appointment, dismissal and remuneration shall be in accordance with the provisions of the Company's Articles. The remuneration policy for managers shall be implemented in accordance with the Company's Manager Remuneration Management Regulations. Managers should fill in the annual performance plan and evaluation form as the basis for performance evaluation. The performance evaluation items include financial indicators (such as the achievement rate of pre-tax net profit, etc.) and non-financial indicators (such as major deficiencies in the department's compliance with laws and regulations and operational risk issues, achievement rate of corporate governance evaluation indicators, BOT performance evaluation results, etc.) Corresponding to the contribution to the Company's operation, after being reviewed by the Remuneration Committee, it will be proposed to the Board of Directors for resolution.
For the directors and managers listed above, their "remuneration policies, standards and structures" and "remunerations" follow the "Regulations Governing the Appointment and Exercise of Powers by the
Prince Housing & Development Corp.
27
Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange " to be submitted to the Remuneration Committee for deliberation. As for independent directors, based on the consideration of interest avoidance, it is not reviewed by the Remuneration Committee, but is determined by the Board of Directors in accordance with the Company's Articles and the usual level of payment in the industry.
When the remuneration committee of the company performs the functions and powers in the preceding paragraph, it shall act according to the following principles:
- The performance evaluation and salary remuneration of directors and managers should refer to the usual level of payment in the industry, and consider the rationality of the relationship with personal performance, the Company operating performance and future risks.
- Directors and managers should not be led to engage in behavior that exceeds the Company's risk appetite in pursuit of remuneration.
- The proportion of bonuses for short-term performance of directors and senior managers and the timing of payment of part of the variable salaries should be determined in consideration of industry characteristics and the nature of the Company's business.
The salary and remuneration referred to in the preceding two paragraphs includes cash remuneration, stock options, dividends, retirement benefits or termination benefits, various allowances and other measures with substantial incentives. Its scope should be consistent with the remuneration of directors and managers in the standards for matters to be recorded in the annual reports of the Companies
2.2 Implementation of Corporate Governance
2.2.1 Operation in the Board of Directors
Information of Board of Directors Meeting
A total of 6 (A) meetings for the Board of Directors were held in 2025. The attendance of directors and was as following:
| Title | Name (Note 1) | Attendance in Person (B) | Proxy Attendance | Attendance Base (%)/B/A (Note 2) | Representative | Note |
|---|---|---|---|---|---|---|
| Chairman | Uni-President Enterprises. Corp. | 6 | 0 | 100% | Chih-Hsien Lo | 2025.06.17 renewed |
| Director | Kao Chyuan Inv. Co., Ltd. | 5 | 1 | 83% | Shiow-Ling Kao | 2025.06.17 renewed |
| Director | Uni-President Enterprises. Corp. | 6 | 0 | 100% | Tsung-Ping Wu | 2025.06.17 renewed |
| Director | Chao-Mei Wu Tseng | 6 | 0 | 100% | 2025.06.17 renewed | |
| Director | Taipo Inv. Co., Ltd. | 6 | 0 | 100% | Ping-Chih Wu | 2025.06.17 acceded |
| Director | Taipo Inv. Co., Ltd. | 6 | 0 | 100% | Chien-Te Wu | 2025.06.17 acceded |
| Director | Young Yun Inv. Co., Ltd. | 6 | 0 | 100% | Chung-Ho Wu | 2025.06.17 resigned |
| Director | Hung Yao Inv. Co., Ltd. | 5 | 1 | 83% | Shih-Hung Chuang | 2025.06.17 resigned |
| Director | Sheng-Yuan Inv. Co., Ltd. | 4 | 2 | 67% | Po-Yi Hou | 2025.06.17 renewed |
| Director | Yu Peng Inv. Co., Ltd. | 5 | 1 | 83% | Po-Ming Hou | 2025.06.17 renewed |
| Director | Hsin Fu Hsing Industrial Co., Ltd. | 4 | 0 | 100% | Chih-Yuan Hou | 2025.06.17 renewed |
| Director | Jin Ya Inv. Co., Ltd. | 4 | 0 | 100% | Yun-Chen Chuang | 2025.06.17 renewed |
| Director | Ruixing International Inv. Co., Ltd. | 1 | 1 | 100% | Ying-Chih Chuang | 2025.06.17 acceded |
|---|---|---|---|---|---|---|
| Director | Hsin Yung Hsing Inv. Co.,Ltd. | 2 | 0 | 100% | Chih-Yuan Hou | 2025.06.17 acceded |
| Independent Director | Tse-Hsiang Ting | 6 | 0 | 100% | 2025.06.17 renewed | |
| Independent Director | Meng-Hsiu Chen | 6 | 0 | 100% | 2025.06.17 renewed | |
| Independent Director | Jun-Shen Tseng | 6 | 0 | 100% | 2025.06.17 acceded | |
| Independent Director | Chen-Ming Chang | 6 | 0 | 100% | 2025.06.17 acceded | |
| Independent Director | Meng-Chi Yen | 4 | 0 | 100% | 2025.06.17 resigned | |
| Independent Director | Hui-Jung Tseng | 4 | 0 | 100% | 2025.06.17 resigned | |
| Independent Director | Peng-Ling Nie | 2 | 0 | 100% | 2025.06.17 renewed |
Other Mentionable Items:
- If any of the following circumstances occur, the dates of the meetings, sessions, and contents of motion, all independent directors' opinions and the Company's response should be specified:
Matters referred to Article 14-3 of the Securities and Exchange Act was passed by the Board meetings, please refer to “2.2.10 Major Resolutions of Shareholders Meeting and Board of Directors Meetings in the Recent Years and Up to the Date of the Annual Report Printed” of this Annual Report; other issues that have been objected or reserved by independent directors and have records or written statements: None.
- If there are directors' evasion of motions in conflict of interest, the directors' names, contents of motion, causes for evasion and voting should be specified:
(1) On Mar. 3, 2025, the 15th Board meeting of session seventeen discussed the proposed salary adjustment for the Company's senior management for 2025, which is intended to be in line with the overall employee adjustments. Chairman Chih-Hsien Lo, President Hung-Chun Lin, Assistant Vice President Chun-Liang Lin, Jian-Ying Wu, Chun-Cheng Kuo, Shu-Ching Chang and Manager Da-Chang Tai are interested parties in this case and should be avoided.
(2) On Nov. 5, 2025, the 4th Board meeting of session eighteen discussed and approved the proposal for the Company to provide NTS100 million in short-term financing to Cheng-Shi Construction Co., Ltd., which is wholly owned by Cheng Shi Investment Holding Co. Chairman Chih-Hsien Lo, Director Po-Ming Hou, Chung-Ho Wu, Tsung-Ping Wu, President Hung-Chun Lin and Assistant Vice President Chun-Cheng Kuo are interested parties in this case and should be avoided.
(3) On Nov. 5, 2025, the 4th Board meeting of session eighteen discussed and approved the proposal for the distribution of the year-end bonus to the Executive Committee for the year 2025. Chairman Chih-Hsien Lo, President Hung-Chun Lin, Assistant Vice President Chun-Liang Lin, Jian-Ying Wu, Chun-Cheng Kuo, Shu-Ching Chang and Manager Da-Chang Tai are interested parties in this case and should be avoided.
- The objective of strengthening the functions of the Board of Directors in the current year and the most recent year (such as establishing an Audit Committee, improving information transparency, etc.) and evaluation of the implementation:
The establishment of the Audit Committee in place of the supervisors' authority, and the Audit Committee have held 4 meetings during 2025.
The Board of Directors Appraisal and Implementation Status
On Mar. 6, 2026, the 2025 annual performance evaluation results of Board of Directors, Board Members, Audit Committee and Remuneration Committee were reported to the Board of Directors, which showed that the overall operation of the Company's Board of Directors was at a good level and complied with the relevant provisions of the Code of Practice for Corporate Governance.
Prince Housing & Development Corp. | 29
II
| Evaluation cycle | Evaluation period | Evaluation scope | Evaluation method | Evaluation content |
|---|---|---|---|---|
| Once a year | From Jan. 1, 2025 to Dec. 31, 2025 | 1. Board of Directors’ performance evaluation | ||
| 2. Directors’ self-evaluation | ||||
| 3. Internal self-evaluation of functional committee | 1. Internal self-evaluation of the Board | |||
| 2. Directors’ self-evaluation | ||||
| 3. Internal self-evaluation of functional committee | 1. Board of Directors’ performance evaluation: Participation in the operation of the Company, improvement of the decision-making quality of the Board of Directors, composition and structure of the Board of Directors, selection and continuous education of directors, and internal control. | |||
| 2. Directors’ self-evaluation: Mastery of Company goals and tasks, awareness of directors’ responsibilities, participation in Company operations, internal relationship management and communication, directors’ professional and continuous education, and internal control. | ||||
| 3. Internal self-evaluation of functional committee: Participation in the Company’s operations, awareness of the responsibilities of functional committees, improvement of the decision-making quality of functional committees, composition of functional committees and selection of members, and internal control, etc. |
2.2.2 Operation in Audit Committee
A. Information of Audit Committee Meeting
The main responsibilities of Audit Committee members include: communicating with the audit supervisor and CPAs, reviewing financial reports and major financial decisions, and auditing internal control mechanisms
A total of 4 (A) Audit Committee meetings were held in 2025. The attendance of the committee members was as following:
| Title | Name | Attendance in Person (B) | Proxy At- tendance | Attendance Rate (%) [B-A] | Note |
|---|---|---|---|---|---|
| Independent Director | Tse Hsiang Ting | 4 | 0 | 100% | Renewed |
| Independent Director | Meng-Hsiu Chen | 4 | 0 | 100% | Renewed |
| Independent Director | Jun-Shen Tseng | 4 | 0 | 100% | Renewed |
| Independent Director | Chen-Ming Chang | 4 | 0 | 100% | Renewed |
| Independent Director | Hui-Jung Tseng | 2 | 0 | 100% | Appointed on Jun. 17, 2025 |
| Independent Director | Meng-Chi Yen | 2 | 0 | 100% | Appointed on Jun. 17, 2025 |
| Independent Director | Peng-Ling Nie | 2 | 0 | 100% | Resigned on Jun. 17, 2025 |
Other mentionable items:
1. If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified:
(1) Matters listed under Article 14-5 of the Securities and Exchange Act:
During the 2025 financial year, up to the date of printing this annual report, the Audit Committee held four meetings in total. The resolutions passed are summarized below. The Audit Committee approved all matters listed under Article 14-5 of the Securities and Exchange Act as proposed.
(2) Other resolutions approved by two-thirds or more of all directors without Audit Committee approval: None.
-
If there are independent directors' evasion of motions in conflict of interest, the directors' names, contents of motion, the causes for avoidance and voting should be specified. If members of the independent directors have an interest in the matters of the meeting and have a risk of harm to the interests of the Company, they shall be evaded. If the committee is unable to make a resolution, it shall report to the Board of Directors, and the Board of Directors shall make the resolution: None.
-
Communications between the independent directors, the Company's chief internal auditor and CPAs (including the material items, methods and results of audits of corporate finance or operations, etc.):
The internal auditors have communicated the result of the audit reports to the members of the Audit Committee periodically, and have presented the findings of all audit reports in the Audit Committee meetings. If there is any urgent matters, the Company's chief internal auditor will inform the members of the Audit Committee immediately. There was no such special situation in the current year. The communication channel between the Audit Committee and the internal auditor has been functioning well.
Communication between independent directors (Audit Committee members) and internal audit supervisors 2025:
| Date | Communication focus | Communicate results |
|---|---|---|
| Jan. 23, 2025 | Audit reports for December 2024 and January 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Feb. 27, 2025 | The audit reports for January and February of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Mar. 03, 2025 | Attended Audit Committee and Board meetings | |
| 1. The actual implementation status of the audit plan in 2024 and the audit execution report in January 2025. | ||
| 2. 2024 Internal Control System Statement Report. | ||
| 3. Amended two standard documents of the Company's "Internal Control System". | The following items were reported at this meeting: | |
| 1. No objections were raised to the audit performance report. | ||
| 2. The internal control system statement report was approved. | ||
| 3. Two standard documents on internal control systems were approved. | ||
| Mar. 28, 2025 | The audit reports for February and March of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Apr. 30, 2025 | The audit reports for March and April of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| May 07, 2025 | Attended Audit Committee and Board meeting to deliver audit execution reports for February and March 2025. | There were no objections to the audit execution reports submitted at this meeting. |
| May 29, 2025 | The audit reports for April and May of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Jun. 25, 2025 | Attended Audit Committee and Board meeting to deliver audit performance reports for March and April 2025. | After discussion, the independent directors had no objection to the audit report. |
| Jun. 30, 2025 | The audit reports for May and June of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Jul. 31, 2025 | The audit reports for June and July of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Aug. 04, 2025 | Attended Audit Committee and Board meetings | |
| 1. The audit execution report in May and June 2025. | ||
| 2. Amended three standard documents of the Company's "Internal Control System". | The following were reported at this meeting: | |
| 1. No objections were raised to the audit performance report. | ||
| 2. Three standard documents on internal control systems were approved. | ||
| Aug. 29, 2025 | The audit reports for July and August of 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Sep. 30, 2025 | The audit report for September 2025 was sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Oct. 31, 2025 | The audit report for October 2025 was sent to the audit committee. | After discussion, the independent directors had no objection to the audit report. |
| Nov. 05, 2025 | Attended Audit Committee and Board meetings | |
| 1. The audit execution report from June to September 2025. | ||
| 2. Amended sixteen standard documents of the Company's "Internal Control System". | ||
| 3. 2026 Annual Audit Plan Report. | The following were reported at this meeting: | |
| 1. No objections were raised to the audit business execution report; | ||
| 2. Sixteen standard documents on internal control systems were approved; | ||
| 3. The annual audit plan report was approved. | ||
| Nov. 28, 2025 | The audit reports for October and November 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
| Dec. 31, 2025 | The audit reports for November and December 2025 were sent to the Audit Committee. | After discussion, the independent directors had no objection to the audit report. |
Prince Housing & Development Corp. | 31
Communication between independent directors (Audit Committee members) and accountants in 2025:
| Date | Communication focus | Communicate results |
|---|---|---|
| Mar. 03, 2025 | 1. Non-consolidated and consolidated financial statements for the year ended 2024. | |
| 2. Fees for appointing PwC for the year ended 2025. | 1. The Audit Committee approved the non-consolidated and consolidated financial reports for the year 2024 and submitted to the Board of Directors for approval, and the reports were announced and submitted to the competent authorities as scheduled. | |
| 2. The Audit Committee approved and submitted the reports to the Board of Directors for approval. | ||
| May 07, 2025 | Consolidated financial statements for the first quarter of 2025. | The Audit Committee approved the consolidated financial reports f for the first quarter of 2025 and submitted to the Board of Directors for approval, and the reports were announced and submitted to the competent authorities as scheduled |
| Aug. 04, 2025 | Consolidated financial statements for the second quarter of 2025. | The Audit Committee approved the consolidated financial reports f for the second quarter of 2025 and submitted to the Board of Directors for approval, and the reports were announced and submitted to the competent authorities as scheduled |
| Nov. 05, 2025 | Consolidated financial statements for the third quarter of 2025. | The Audit Committee approved the consolidated financial reports for the third quarter of 2025 and submitted to the Board of Directors for approval, and the reports were announced and submitted to the competent authorities as scheduled |
B. Important resolutions of the Audit Committee:
A total of 4 Audit Committee meetings were held in 2025. Resolutions of each meeting as following:
11th of Audit Committee meeting of session three (Mar. 3, 2025):
(1) CPAs attended the necessary communication matters: the review results of this financial report, analysis of financial and operational performance, significant financial ratios and segment information, information on audit quality indicators, and other matters.
(2) Acknowledged the Internal Audit Report.
(3) Acknowledged that there were no material litigation cases during the year.
(4) The resolution passed that the Company provided endorsements and guarantees of NT$ 200 million to The Splendor Hospitality International Co., Ltd.
(5) The resolution passed that the Company provided endorsements and guarantees of NT$ 150 million to Prince Apartment Management & Maintenance Co., Ltd., which is wholly owned by Prince Property Management Consulting Co.
(6) The resolution passed the Company's 2024 annual financial report.
(7) The resolution passed the Company's CPA independence and competency assessment proposal.
(8) The resolution passed the 2025 CPA appointment proposal, and the appointment of Chien-Chih Wu and Jun-Kai Wang from PwC as the agents of the Company's 2025 financial report reviewer and income tax declaration.
(9) Resolved to pre-approve the engagement of the certified public accountant, the CPA firm, and its affiliated entities to provide non-audit services to the Company and its subsidiaries.
(10) The resolution passed the Company's 2024 internal control statement.
(11) The resolution passed the Company's amendments of Operating Procedures of Internal Control.
12th of Audit Committee meeting of session three (May 7, 2025):
(1) CPAs attended the necessary communication matters: the review results of this financial report, analysis of financial and operational performance, changes in important financial information, and other matters.
(2) Acknowledged the Internal Audit Report.
(3) The resolution passed the Company's first quarter of 2025 consolidated financial report.
(4) The resolution passed the Company's 2024 earnings distribution and annual business report.
1st of Audit Committee meeting of session four (Aug. 4, 2025):
2nd of Audit Committee meeting of session four (Nov. 5, 2025):
The above-mentioned Audit Committee discussion results are submitted to the Company's Board of Directors for resolution.
2.2.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”
| Evaluation Item | Implementation Status | Deviations from “the Code of Practice for Corporate Governance for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Does the Company establish and disclose the Code of Practice for Corporate Governance based on the “Code of Practice for Corporate Governance for TWSE/TPEx Listed Companies”? | ☑ | ☐ | The establishment of the Code of Practice for Corporate Governance had been resolved by the Board meeting on November 3, 2016 and disclosed on the Company’s website. | None |
| 2. Shareholding structure & shareholders’ rights | ||||
| (1) Does the Company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure?? | ||||
| (2) Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares? | ||||
| (3) Does the Company establish and execute the risk management and firewall system within its conglomerate structure? | ||||
| (4) Does the Company establish internal rules against insiders trading with undisclosed information? | ☑ | |||
| ☑ | ||||
| ☑ | ||||
| ☑ | ☐ | (1) The Company has designated appropriate departments to handle shareholders’ suggestions or disputes. | ||
| (2) The Stock Transfer Agency will collect the update information of the list of major shareholders and the ultimate owners of those shares. | ||||
| (3) There are dedicated units responsible for operations of the affiliates companies, and they are controlled and audited by the head office. | ||||
| (4) Article 15 of the Company’s Ethical Corporate Management Operation Procedures and Guidelines stipulates that the Company’s personnel shall not use undisclosed information to engage in internal transactions. | None | |||
| 3. Composition and Responsibilities of the Board of Directors | ||||
| (1) Does the Board develop and implement a diversified policy for the composition of its members? | ||||
| (2) Des the Company voluntarily establish other functional committees in addition to Remuneration Committee and Audit Committee? | ☑ | |||
| ☑ | ☐ | (1) According to Article 20 of the Code of Practice for Corporate Governance, the Company had diversified and disclosed the members of Board of Directors. | ||
| (2) In addition to Remuneration Committee and Audit Committee established in accordance with the law, the Company will set up functional committees as needed.. | None |
35
| (3) Has the Company established methodology for evaluating the performance of its Board of Directors, on an annual basis, reported the results of performance to the Board of Directors, and use the results as reference for directors’ remuneration and renewal? | ✓ | (3) The 4th Board meeting of session sixteen passed the regulations of Self-Evaluation or Peer Evaluation of the Board of Directors. The Company should conduct periodic self-evaluation of the Board of Directors and each individual directors every year (from 2020). The performance evaluation results in 2025 have been passed by 5th Board meeting of session eighteen on Mar. 6, 2026 and reported to the Taiwan Stock Exchange. | None | |
|---|---|---|---|---|
| (4) Does the Company regularly evaluate its external auditors’ independence? | ✓ | (4) The Board of Directors had passed the proposal of “Financial Reports CPAs’ Independence Assessment”. The Accounting Division of the Company had accessed the independence of the CPAs Chien-Chih Wu and Jun Kai Wang from PwC in 2024, and the result was compliant with the Company’s independence evaluation criteria (Note 1). They are appointed to be competent CPAs on the 15th Board meeting of session seventeen (on Mar. 3, 2025). In addition to regularly assessing the independence of CPAs every year, the Company also conducts competency assessments based on audit quality indicators (AQIs) and submits the results to the Audit Committee and the Board of Directors for approval. The rotation of CPAs also complies with the relevant regulations. From 2023, the Company refers to the audit quality indicators (AQIs) to evaluate the competency assessment of accountants in the 13 indicators of the five dimensions of AQIs annually. The Company’s CPAs provide the statement of the independence assessment to the Company annually (Note 2). | ||
| 4. Does the Company set up a corporate governance unit or appoint personnel responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, handling work related to meetings of the Board of Directors and the Shareholders Meetings, filing Company registration and changes to Company registration, and producing minutes of Board meetings and Shareholders Meetings)? | ✓ | The 16th Board meeting of session fifteen resolved the appointment of Assistant Vice President of Administrative Dep., Chun-Cheng Kuo, as the Corporate Governance Officer and responsible for corporate governance related matters. Chun-Cheng Kuo has been in charge of stock affairs and corporate governance related affairs of public offering companies for more than 3 years | ||
| The scope of the corporate governance authority includes at least: Handling the Board of Directors and the shareholders’ meeting in accordance with the law, preparing the minutes of the Board of Directors and shareholders’ meetings, assisting directors in their appointments and continuing education, providing directors with information required for business execution, assisting directors in complying with laws and regulations and other compliance or the items stipulated in the contract, etc. | ||||
| The executive summary of the Company’s business executives for the year of 2026: Handling matters related to the Board of | None |
| | | | Directors and the shareholders’ meeting in accordance with the law, prepare the minutes of the Board of Directors and shareholders’ meetings, assist the directors in continuing training, provide the directors with the necessary information for business execution and other compliance with the Company’s Articles of Incorporation or contracts, etc.
The Company’s corporate governance executives have trainings for 12 hours (3 hours for The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action, 6 hours for Cathay Sustainable Finance and Climate Change Summit, and 3 hours for Recent legal updates and responses). | None |
| --- | --- | --- | --- | --- |
| 5. Does the Company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities? | ✓ | | The he Company had been dedicated to establish appropriate communication channels for its stakeholders, including customer service hotline, Company website, PHD APP, advertisements and publication, and occasional questionnaires. In addition, the Company has provided mailbox, online message system, and 24 hour service counter for the NCKU Prince House. The Company’s website had disclosed the contact information for different stakeholders in the Stakeholder Area. | None |
| 6. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs? | ✓ | | The Company had designated President Securities Corp. to deal with shareholder affairs | None |
| 7. Information Disclosure
(1) Does the Company have a corporate website to disclose both financial status and corporate governance? | ✓ | | (1) The Company had set up a website to disclose the Company’s relevant information.
Website: http://www.prince.com.tw | |
| (2) Does he Company have other information disclosure channels (e.g. building an English website, appointing designated people to handle, collect and disclose information, creating a spokesman system, webcasting investor conferences)? | ✓ | | (2) The Company has a designated person to be responsible for the collection and disclosure of Company information, and implement the spokesperson system according to laws and regulations. The institutional investor conference video and material information in both Chinese and English version has been uploaded on the Company’s website | None |
| (3) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline? | ✓ | ✓ | (3) The Company announced its annual financial report for 2025 on Mar.11 2026. All financial reports for the first, second and third quarters of 2025, as well as the monthly operating results, were disclosed within the prescribed deadlines. | |
36
- Is there any other important information to facilitate a better understanding of the Company's corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors' and supervisors' training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)?
☑
(1) In addition to various insurance and pension contribution for employees, the Company has built appropriate communication channels for both employees and employers.
(2) Directors' and supervisors' continuing training.
(3) To protect customers and clients, the Company has established service center to deal with after-sales service, such as building maintenance, repair, community safety and cleaning service.
(4) To reduce and diversify the risk of major damages to the Company and shareholders caused by directors' errors or negligence, purchase D&O insurance for the Board of Directors and relevant members during their tenure.
None
- Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures. (Companies not included in the evaluation do not need to fill in)
According to the results of the Corporate Governance Evaluation System about the Company, the improvements or the expectation of future improvements in the previous year are as follow:
More than one-half directors (including one or more independent director) and the convener of Audit Committee are expected to attend the Shareholders' Meeting.
Note 1: External Auditor Independence Evaluation Standards
(1) External Auditor Independence Evaluation Standards
| Complies with Independence | Yes | No | Note |
|---|---|---|---|
| 1. Does the CPA not serve as the Company's or related companies' director? | ☑ | ☐ | ☐ |
| 2. Does the CPA not be a stockholder of the Company or related companies? | ☑ | ☐ | ☐ |
| 3. Does the CPA not be hired the Company or related companies? | ☑ | ☐ | ☐ |
| 4. Does the CPA comply with Independence policies of the CPA Firms? | ☑ | ☐ | ☐ |
| 5. Does the former CPA partner not join the Company as a director, supervisor, or officer or in a key position to exert significant influence over the subject matter of the en-gagement within one year of disassociating from the firm? | ☑ | ☐ | ☐ |
| 6. The CPA has not provided audit services to the Company for more than seven years. consecutive years. | ☑ | ☐ | ☐ |
| 7. Does the CPA comply with Norm No. 10 of Professional Ethics for Certified Public Accountant? | ☑ | ☐ | ☐ |
(2) Criteria for Evaluating the Independence Assessment of Auditors
| Evaluation Items | Evaluation Result | Qualification for Independence |
|---|---|---|
| 1. Confirmation of the CPA's shareholding in the Company through the share unit. | No | Yes |
| 2. Confirmation as to whether the CPA has a concurrent position with the Company or a related companies. | No | Yes |
| 3. Whether or not to obtain a CPA's independence statement. | Yes | Yes |
(3) The Audit Quality Indicators (AQIs)
| Professionalism | Quality Control | Independence | Supervision | Innovation |
|---|---|---|---|---|
| 1. Audit experience | 1. CPA workload | 1. Percentage of non-audit services | 1. External Inspection Deficiencies and Sanctions | Innovative Planning or Initiatives |
| 2. Training hours | 2. Verification of inputs | 2. Customer Familiarity | 2. Number of letters from competent authorities | |
| 3. Turnover | 3. Engagement Quality Control Review (EQCR) Review Circumstances | |||
| 4. Specialized Support | 4. Quality Support Capability |
Prince Housing & Development Corp. | 37
(4) Criteria for Evaluating the Competency Assessment of Auditors
| Evaluation Items | Evaluation Result |
|---|---|
| 1. Audit experience | Qualified |
| 2. Training hours | Qualified |
| 3. Turnover | Qualified |
| 4. Specialized Support | Qualified |
| 5. CPA workload | Qualified |
| 6. Audit inputs | Qualified |
| 7. EQCR Review Circumstances | Qualified |
| 8. Quality Support Capability | Qualified |
| 9. Non-audit service fees | Qualified |
| 10. Customer Familiarity | Qualified |
| 11. External Inspection Deficiencies and Sanctions | Qualified |
| 12. Improvement Letter from Competent Authority | Qualified |
| 13. Innovative Planning or Initiatives | Qualified |
Note 2:
To Prince Housing & Development Corp.
Date: February 26, 2026
Official Letter Number: No. 25009655
Subject: Per request from Prince Housing & Development Corp. and Subsidiaries (hereafter referred to as "Your Group"), we have assessed our independence in regards to Your Company pursuant to the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 "Independence of audit and review." Below are the assessment results and the declaration that we have issued.
Explanation:
-
Pursuant to Article 4 of the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 (hereafter referred to as "Norm No. 10"), "Accounting firms should maintain independence in checking audit cases", and to Article 15, "In accordance with the provisions of this Statement, the Firm shall maintain its independence from the audited clients of other accounting firms within the Firm." In addition, Article 6 of the "Norm No. 10" also explains that "Threats to independence that affect the firm's ability to perform an audit may include one or more of the following: self-interest, self-judgment, defensiveness, familiarity, coercion, etc." Therefore, in view of the factors that may affect independence as described in Article 6, our firm will state the factors one by one to Your Group and explain that the independence of our firm has not been affected by the aforementioned factors.
-
Independence has not been affected by self-interest: The firm declares that the project audit team members and firm affiliates have not had (1) direct or material indirect financial interest relations; (2) over-reliance on Your Group as a source of remuneration; (3) material and close business relations; (4) potential employment relations; the Firm not considering the possibility of waste, not incurring any contingent fees in connection with the review of the case, and not finding any material errors in the reports of professional services previously rendered by other members of the Firm.
-
Independence has not been affected by self-review: (1) The firm has not issued a report on the assurance services it has designed or assisted in the implementation of the effective operation of the financial information system. (2) No original documents produced by the firm were used to confirm the significance or importance of the service case. (3) The members of the project audit team do not currently serve, and have not served as directors or supervisors or positions of material influence over audit projects at Your Group for the past two years. (4) The firm does not provide material non-audit service projects that may directly affect audit projects.
-
Independence has not been affected by advocacy: The firm declares that members of the project audit team have not been appointed as the advocates for Your Group's stance or opinion, or except as permitted by law, represents Your Company in litigation or other disputes with third parties. In addition, the firm does not solicit or broker shares or other securities issued by Your Company.
-
Independence has not been affected by familiarity: The firm declares that members of the project audit team do not (1) have familial kinship with supervisors, directors, managers, or any person with material influence over auditing projects at Your Group; (2) be a director or manager of Your Company or has significant influence over the accounting records or the preparation of the financial statements on which an opinion is to be expressed; (3) have members of the project audit team accept gifts or preferential treatment from Your Group, or directors, supervisors, managers of Your Group.
-
Independence has not been affected by threat: The firm declares that members of the project audit team have not been subjected from Your Company to (1) be under threat of legal action; (2) the threat of revocation of non-checking case appointments to force the firm into accepting the selection of an inappropriate accounting policy for a particular transaction; (3) the threat of termination of the Case Review or renewal of their appointment; (4) reducing any checking work that shall be carried out to reduce CPA fees; (5) pressuring inspectors to accept professional judgment on a matter in dispute. In addition, the firm has not required any member of the project audit team to accept any inappropriate accounting policy choices or financial statement disclosures by Your Company, or else he/she would not be promoted.
For the firm's declarations above, besides implementing relevant work procedures pertaining to client's independence verification at the firm, due professional caution has also been implemented. We hereby report these results for your reference.
Attachment:
I: List of members from the audit service team as regulated by Norm No. 10.
II: List of partners who have disassociated from the firm within one year.
III: List of related businesses to PwC Taiwan.
IV: Non-audit services provided by PwC Taiwan and related businesses to Prince Housing & Development Corp.
PwC Taiwan
Chien-Chih Wu
CPA
Jun Kai Wang
Directors' and Supervisors' Continuing Education
| Title | Name | Assumed Date | Period | Sponsoring Organization | Course | Training Hours | Conforming to Regulations | |
|---|---|---|---|---|---|---|---|---|
| From | To | |||||||
| Rep. of Institutional Director | Chih Hsien Lo | Jun. 17, 2025 | Oct. 23, 2025 | Oct. 23, 2025 | Taiwan In-stitute of Directors | Data-Driven and digital transformation | 3 | Yes |
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| Apr. 24, 2025 | Apr. 24, 2025 | Taiwan In-stitute of Directors | Cross-Strait Political-Economic Risks under US-China Strategic Competition | 3 | Yes | |||
| Rep. of Institutional Director | Shiow Ling Kao | Jun. 17, 2025 | Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes |
| Apr. 24, 2025 | Apr. 24, 2025 | Taiwan In-stitute of Directors | Cross-Strait Political-Economic Risks under US-China Strategic Competition | 3 | Yes | |||
| Rep. of Institutional Director | Tsung Ping Wu | Jun. 17, 2025 | Aug. 04, 2025 | Aug. 04, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and responses | 3 | Yes |
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan In-stitute of Directors | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| Director | Chao Mei Wu Tseng | Jun. 17, 2025 | Aug. 8, 2025 | Aug. 8, 2025 | Taiwan In-stitute of Directors | Diversification Strategy of Asset Development | 3 | Yes |
| Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and responses | 3 | Yes | |||
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| May 9, 2025 | May 9, 2025 | Taiwan In-stitute of Directors | Global Economic and Market Trends | 3 | Yes | |||
| Rep. of Institutional Director | Ping Chih Wu | Jun. 17, 2025 | Jun. 25, 2025 | Jun. 25, 2025 | Taiwan In-stitute of Directors | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes |
| Apr. 24, 2025 | Apr. 24, 2025 | Taiwan In-stitute of Directors | Cross-Strait Political-Economic Risks under US-China Strategic Competition | 3 | Yes | |||
| Rep. of Institutional Director | Chien Te Wu | Jun. 17, 2025 | Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and responses | 3 | Yes |
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| Rep. of Institutional Director | Chung Ho Wu | Jun. 17, 2025 | Aug. 8, 2025 | Aug. 8, 2025 | Taiwan In-stitute of Directors | Diversification Strategy of Asset Development | 3 | Yes |
| Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and responses | 3 | Yes | |||
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| May 9, 2025 | May 9, 2025 | Taiwan In-stitute of Directors | Global Economic and Market Trends | 3 | Yes |
| Apr. 24, 2025 | Apr. 24, 2025 | Taiwan In-stitute of Directors | Cross-Strait Political-Economic Risks under US-China Strategic Competition | 3 | Yes | |||
|---|---|---|---|---|---|---|---|---|
| Rep. of Institutional Director | Shih Hung Chuang | Jun. 17, 2025 | Nov. 14, 2025 | Nov. 14, 2025 | Taiwan Pro-ject Man-agement Association | Director Training Programs-Business value and | 3 | Yes |
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | Data Risk Intelligence of AI Gen-erated Content | 3 | Yes | |||
| Rep. of Institutional Director | Po Yi Hou | Jun. 17, 2025 | Oct. 3, 2025 | Oct. 3, 2025 | Securities and Futures Institute | 2025 Seminar on Prevention of Insider Trading | 3 | Yes |
| Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and re-sponses | 3 | Yes | |||
| Rep. of Institutional Director | Po Ming Hou | Jun. 17, 2025 | Oct. 23, 2025 | Oct. 23, 2025 | Taiwan In-stitute of Directors | Data-Driven and digital transformation | 3 | Yes |
| Aug. 8, 2025 | Aug. 8, 2025 | Taiwan In-stitute of Directors | Diversification Strategy of Asset Development | 3 | Yes | |||
| Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and re-sponses | 3 | Yes | |||
| May 9, 2025 | May 9, 2025 | Taiwan In-stitute of Directors | Global Economic and Market Trends | 3 | Yes | |||
| Rep. of Institutional Director | Chih Yuan Hou | Jun. 17, 2025 | Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and re-sponses | 3 | Yes |
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| May 9, 2025 | May 9, 2025 | Taiwan In-stitute of Directors | Global Economic and Market Trends | 3 | Yes | |||
| Rep. of Institutional Director | Ying Chih Chuang | Jun. 17, 2025 | Aug. 8, 2025 | Aug. 8, 2025 | Taiwan In-stitute of Directors | Diversification Strategy of Asset Development | 3 | Yes |
| Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and re-sponses | 3 | Yes | |||
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| May 9, 2025 | May 9, 2025 | Taiwan In-stitute of Directors | Global Economic and Market Trends | 3 | Yes | |||
| Independent Director | Meng-Hsiu Chen | Jun. 17, 2025 | Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Taiwan Cor-porate Gov-ernance As-sociation | 3 | Yes |
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | Taiwan Corporate Gov-ernance As-sociation | 3 | Yes | |||
| Independent Director | Tse Hsiang Ting | Jun. 17, 2025 | Nov. 10, 2025 | Nov. 10, 2025 | Taiwan Corporate Gov-ernance Association | Impacts of Recent International Tax Reforms on Business Opera-tions and Response Strategies | 3 | Yes |
| Aug. 4, 2025 | Aug. 4, 2025 | Taiwan Corporate Gov-ernance Association | Recent legal updates and re-sponses | 3 | Yes | |||
| Jun. 25, 2025 | Jun. 25, 2025 | Taiwan Corporate Gov-ernance Association | The Legal compliance for the Board of Directors in Managing the Business: Watch out for the Concerted Action | 3 | Yes | |||
| Mar. 11, 2025 | Mar. 11, 2025 | Taiwan Corporate Gov-ernance Association | Governance Oversight of Sus-tainability Reporting and Ac-countability for Disclosure Qual-ity | 3 | Yes |
40
Ⅱ
2.2.4 Composition, Responsibility and Operations of Remuneration Committee
A. Information of Remuneration Committee
| Title & Name | Criteria | Professional Qualification and Experience | Independence Criteria | Number of Remuneration Committee Memberships Held in Other Public Companies | |
|---|---|---|---|---|---|
| Independent Director (Convener) | Meng-Hsiu Chen | (Note) | (Note) | 0 | |
| Independent Director | Tse-Hsiang Ting | (Note) | (Note) | 0 | 0 |
| Independent Director | Jun-Shen Tseng | (Note) | (Note) | 0 | 0 |
| Independent Director | Chen-Ming Chang | (Note) | (Note) | 0 | 0 |
| Independent Director | Hui-Jung Tseng | (Note) | (Note) | 0 | 0 |
Note: For the professional qualifications, experience, and independence of the independent directors, please refer to "Director Information".
B. Operations of the Remuneration Committee
-
Remuneration Committee was passed by the Board of Directors on Aug. 24, 2011 and was set up on Sep. 30, 2011.
-
The Remuneration Committee is composed of independent directors and regularly reviews information such as policies, systems, standards and structures related to the performance evaluation and remuneration of directors, supervisors and managers
-
The 2nd Board of Directors of session eighteen on June 25, 2025 resolved to appoint 6 members for the Remuneration Committee of session six. The term is from June 25, 2025 to June 16, 2028. In addition, it resolved to appoint independent directors of Meng-Hsiu Chen, Tse-Hsiang Ting, Jun-Shen Tseng, Chen-Ming Chang, Hui-Jung Tseng and Meng-Chi Yen as the members of Remuneration Committee. The decision of Meng-Hsiu Chen as the convener was passed by all the members of Remuneration Committee.
-
Committee meetings of session five were held 2 times (A) during 2025. The attendance was as following:
| Title | Name | Attendance in Person (B) | Proxy Attendance | Attendance Rate (%): [B/A] | Note |
|---|---|---|---|---|---|
| Convener | Meng-Hsiu Chen | 2 | 0 | 100% | Term renewal. |
| Member | Tse Hsiang Ting | 2 | 0 | 100% | Term renewal. |
| Member | Jun-Shen Tseng | 2 | 0 | 100% | Term renewal. |
| Member | Chen-Ming Chang | 2 | 0 | 100% | Term renewal. |
| Member | Hui-Jung Tseng | 1 | 0 | 100% | Appointed on Jun. 25, 2025. |
| Member | Meng-Chi Yen | 1 | 0 | 100% | Appointed on Jun. 25, 2025. |
| Member | Peng-Ling Nie | 1 | 0 | 100% | Resigned on Jun. 25, 2025. |
| Other matters: | |||||
| (1) If the Board of Directors does not adopt or amend the suggestion of the Remuneration Committee, it shall state the date, period, content of the proposal, the result of the resolution of the Board of Directors, and the Company's handling of the opinions of the Remuneration Committee (such as the remuneration approved by the Board of Directors is better than the recommendation of the Remuneration committee, the difference and reasons shall be stated): None. | |||||
| (2) For the resolutions of the Remuneration Committee, if members have objections or reservations with records or written statements, the date, period, content of the proposal, all members' opinions and the handling of members' opinions shall be stated: None. |
C. Major Resolutions of Remuneration Committee meetings in 2025:
A total of 2 Remuneration Committee meetings were held in 2025. Resolutions of each meeting as following:
7th Remuneration Committee of session five (Mar. 3, 2025):
(1) 2024 remuneration distribution plan for directors was passed.
(2) 2024 Managers' Appraisal Review plan was passed.
(3) 2025 Managers' Salary Adjustment Plan was passed.
1st Remuneration Committee of session six (Nov. 5, 2025):
(1) 2025 Managers' bonus distribution plan was passed.
(2) 2026 work plan for Remuneration Committee was passed.
The results of the above-mentioned discussions from Remuneration Committee were submitted to the Company's Board of Directors for resolution.
2.2.5 Implementation of Sustainable Development and “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” Differences and Reasons
| Evaluation Item | Implementation Status | | | Deviations from
“Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Abstract Illustration | |
| 1. Does the Company establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the corporate sustainable development and the Board of Directors authorized senior manager to supervision? | ☑ | | The Company has designated Corporate Planning Group as a dedicated unit for the promotion of the sustainable development, policies-making. In the follow-up, each department actively promotes the evaluation and planning of ESG practices according to its responsibilities, and the Corporate Planning Group coordinates for integration. Based on the "Risk Management Policy for Prince Housing & Development Corp.", consolidated reports will be submitted to the Board of Directors at least once a year. The date of the report is submitted on Nov. 5, 2025. The major sustainable issues of the year and the implementation results should be explained, and the future targets should be planned The Board of Directors evaluates the Company's sustainable operation through assessing the management policies and strategies and the possibility of implementation, and we adjust the plan in a timely manner. | None |
| 2. Does the Company follow materiality principle, conduct risk assessments of environmental, social and corporate governance issues pertaining to Company operations and establish the relevant risk management policy or strategy? | ☑ | | The resolution was passed by the Board of Directors that the "Risk Management Policy for Prince Housing & Development Corp." was formulated, which includes the risk assessment standards, process, results and management policies of ESG-related major issues, and serves as the highest guiding principle for the Company's risk management. The risk assessment is based on the boundaries of the Company, and is regularly assessed every year to identify relevant risks that may affect the sustainable development of the enterprise. According to the principle of materiality, we carry out risk assessment on the environmental, social or corporate governance related the Company's operation, and then make management policies for the identified risks. To analyze the risk impact of identified risks, establish management procedures and operational instructions as follows: Significant Issues/ Risk Category/ Management Procedures and Operations
Environment
• Environment and Climate Change
1. Following he principles of the Task Force on Climate-Related Financial Disclosures (TCFD), establish a management framework for corporate climate risks and opportunities, identify climate risks and opportunities, and plan and implement response strategies. | None |
Prince Housing & Development Corp. | 43
| | | 2. Conduct greenhouse gas inventory in accordance with ISO 14064-1 standard to inventory and measure the Company's greenhouse gas emission equivalent to meet the trend of carbon management.
• Land development
Through four surveys and evaluations of property rights, bases, markets, and regulations, on-site surveys, and confirmation through public sector inquiry platforms, land suitable for construction development was purchased..
Society
• Planning and Design
Comparing with the existing project experience in the same area, referring to the records of land construction project development and review in the same area over the years, cooperate with technicians and architects to analyze and formulate a treatment plan.
• Engineering Quality and Safety
1. During the construction phase, carry out independent inspections of various projects, implement quality requirements such as structural safety and decoration, and keep complete records of various quality inspections and test results.
2. The personnel who enter the site sign the hazard notice every day, implement the safety inspections and management of the work area, contract the contract and require the manufacturer to abide by the laws and regulations, regularly implement safety and health education and training for employees, and convene regular meetings of the site health and safety organization.
3. Implement health control measures for temporary site personnel in accordance with government regulations and epidemic control requirements, and conduct regular site decontamination to maintain a clean and orderly work environment in the work area.
4. Plan the construction period in advance, prepare materials in advance at an appropriate time, arrange manpower requirements in advance, and develop alternative construction methods to reduce labor.
5. Plan, analyze, and respond to the risk of damage and loss caused by climate change, such as strong winds, rain, and sunshine, to ensure the safety of construction sites, personnel, and buildings.
• Sales Service
1. Send staff to inspect the house together with the customer, and repair the defect within two weeks by the construction company, and track the improvement situation of the business.
2. Require he consignment company and its salesperson to sign the "Personal Data Protection Commitment Letter". |
| --- | --- | --- |
| | | 3. The sales contract stipulates that there are capital clauses and after the customer signs and agrees, they will be strictly archived and kept.
Governance
• Information Management
1. The user's computer uses various anti-virus software and automatically updates virus codes. The user's computer is restricted to minimize the chance of hackers and viruses entering the computer.
2. Set up a firewall to isolate the random distribution of hackers and malicious programs, and also continue to review the security of our internal network architecture to improve our ability to block viruses and spam.
3. Store critical files on servers with strict control over permissions, and regularly perform recovery drill operations on key servers to confirm the recovery steps and backup integrity.
4. Information and communication security publicity is listed as an annual compulsory course to educate colleagues to prevent company computers from being infected by viruses.
5. Establish the internal control methodology "For the establishment, authority and responsibility of the Information Security Unit."
• Financial Management
1. Execute n accordance with the capital policy approved by the board of directors, and regularly review the financing amount, including the contract period, financing conditions and market conditions.
2. Based on the principles of health and well-being, distinguish between short-, medium-, and long-term use according to the purpose of funds, maintain the liquidity of the company's funds and credit, and respond to various capital needs.
3. Continue to maintain each quota to ensure sufficient funds in the reservoir.
4. Make full use of the opportunity of tight bank funds, allocate the company's funds more properly, and create higher benefits. | |
| --- | --- | --- | --- |
| 3. Environmental Issues
(1) Does he Company establish proper environmental management systems based on the characteristics of their industries? | ✓ | (1) The Company emphasizes on environmental protection, treasures resources, and purchases the materials which are tagged green building materials, water-saving, or energy conservation. Before constructions, the Company requires the contractors to submit site management plans to ensure that the air, noise, water and waste pollution situations can be effectively controlled. | |
Prince Housing & Development Corp. | 45
| (2) Does Company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment? | ✓ | (2) In the material of construction, the Company prioritizes the use of green building materials, such as paint, wood flooring, calcium silicate boards, etc., to greatly reduce the safety concerns and impacts of building materials on human health, and reduce the potential impact of building materials on the environment. When purchasing products used in construction projects, we also give priority to the products with water-saving labels, environmental protection labels, and energy-saving labels. Since 2013, the original air conditioners in NTU, NCKU BOT and STSP Prince House have been replaced with first-class energy-saving inverter air conditioners. By 2024, a total of 3,851 units have been replaced, so that future occupants can continue to have energy-saving, carbon-reducing, and water-concentration benefits in the house and reduce impact on the environment. | None |
|---|---|---|---|
| (3) Does the Company assess the potential risks and opportunities of climate change for the Company now and in the future, and conduct climate-related issues? | ✓ | (3) The Company continuously improves site management and pays attention to the impact of climate change on operational activities. | |
| (4) Does the Company collect data for greenhouse gas emissions, water usage and waste quantity in the past two years, and set energy conservation, greenhouse gas emissions reduction, water usage reduction and other waste management policies? | ✓ | (4) Greenhouse gas: In order to understand the energy resources consumed and carbon emissions caused by the operation process, and in accordance with the "Sustainable Development Roadmap for Listed Companies" formulated by the relevant authorities, the Company has implemented the ISO 14064-1:2018 Greenhouse Gas Inventory System, which adopts the Operation Control Right Method and covers the North, Central, and South office areas of the Company, NTU BOT, NCKU BOT, STSP Prince House and construction site. Total GHG emissions in 2024 were 5,969.5122 metric tons CO2e, with Scope I emissions of 276.0970 metric tons CO2e, Scope II emissions of 3,185.2190 metric tons CO2e, and Scope III emissions of 2,508.1962 metric tons CO2e. Total GHG emissions in 2025 were 7,929.4073 metric tons of CO2e, with Scope 1 emissions of 266.5177 metric tons of CO2e, Scope 2 emissions of 3,520.9338 metric tons of CO2e, and Scope 3 emissions of 4,141.9558 metric tons of CO2e. The final verification data is based on the content of the 2025 Sustainability Report. Water: The Company upholds a prudent water management attitude and strengthens water conservation publicity policies. In 2024, there is one new construction site in Tainan/Kaohsiung with 242 metric tons of water used at the construction site, 5,927 tons from the offices, and 270,726 tons from NCKU |
| | | Prince House and Academy Hotel. In 2025, 248 tons of water from the construction site, 5,371 tons from the offices, and 273,872 tons from NCKU Prince House and Academy Hotel. Regarding water resources, the water usage at construction sites varies depending on the construction period. The occupancy rates at NCKU Prince House and Academy Hotel will fluctuate. Therefore, the policy objective for water resources is defined as reducing water consumption in office areas by 3% annually. This will be achieved through measures such as using water-saving equipment, posting water-saving reminders, and promoting water-saving habits. In 2025, compared to 2024, the water consumption in the office area decreased by 556 tons, a reduction of 9%.
Waste:
The Company’s waste mainly comes from the construction sites. The waste is entrusted to a qualified company for removal and disposal. The disposal method is 100% off-site operation disposal. The main cleaning methods are as follows: incineration, burial and recycling. In 2024, there is one new construction site in Tainan/Kaohsiung, and generated 81 tons of construction site waste. In 2025, the total volume of construction and demolition waste was 144.6 cubic meters. For the Company, construction waste is the primary target of waste management; however, this target varies significantly depending on the number of construction projects and the number of working days/stages of the project. The amount of waste in 2025 increased by 63.6 metric tons compared to 2024, mainly due to the different stages and durations of the project. | |
| --- | --- | --- | --- |
| 4. Social Issues
(1) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights?? | ✓ | (1) The Company adheres to the relevant labor regulations and supports and complies with global human rights norms and principles, such as Universal Declaration of Human Rights and the United Nations Global Compact, and we established "Human Rights Policy" for Prince Housing & Development Corp. At the same time, we must strictly abide by Labor Standards Act and prevent any violations of human rights. The Company's human rights policy applies to all levels of our organization, and our management department serves as the cross-departmental human rights work unit to systematically promote human rights management. We treat employees, customers, and partners with dignity, and continuously improve and enhance the management of human rights-related issues. The human rights policy manages human rights issues for the Company, related companies, affiliates, suppliers, contractors, and partners (customers and communities) across six key areas: labor rights, environmental rights, expression and participation, gender equality, service and product responsibility, and governance and safety. The specific human rights policy details are as follows: | |
Prince Housing & Development Corp. | 47
| 1. Labor rights: The Company prohibits all forms of child labor, human trafficking, and forced labor; we comply with all applicable wage and working hour regulations; we pay wages on time; we provide a legally compliant leave and attendance management system; and we offer a safe and healthy working environment. | |||
|---|---|---|---|
| 2. Environmental rights: The Company promotes a comprehensive range of sustainable initiatives to enhance environmental protection, and complies with relevant domestic environmental protection laws and standards; at the same time, we focus on reducing environmental impact in our own operations and value chain. | |||
| 3. Expression and participation: The Company respects the freedom of expression and participation of all individuals and will not interfere with or restrict their legitimate exercise of rights in any way. Based on privacy protection, we provide open communication channels for internal and external stakeholders. | |||
| 4. Gender equality: The Company strives to create a zero-harassment, non-discriminatory work environment, and we do not discriminate based on gender or sexual orientation. | None | ||
| 5. Service and product responsibility: The Company has established an information security protection mechanism to safeguard our clients' business and personal information. | |||
| 6. Governance and safety: Company is committed to not benefiting from any policies or practices that exploit human rights, and ensures that our grievance mechanisms operate effectively. Furthermore, we provide adequate protective equipment and safety facilities in our workplaces to ensure the safety of our personnel. | |||
| (2) Does the Company established appropriately managed employee welfare measures (include salary and remuneration, paid leaves and others), and link operational performance or achievements with employee salary and remuneration? | ✓ | (2) According to the Article of Incorporation of the Company, The Company shall distribute no less than 2% of its annual profit as employee compensation, including no less than 1% of the annual profit allocated to frontline employees, and no more than 3% of the annual profit as director compensation. | |
| The Company has a comprehensive remuneration and incentive system, providing stable and competitive salaries. Salaries are determined based on a comprehensive evaluation mechanism that fully considers employees' educational and professional background, technical expertise, seniority, and performance. We maintain a fair and consistent approach, without discrimination based on gender, race, religion, political affiliation, or marital status. Management salaries are also reviewed by the Remuneration Committee. Based on the recommendation of the 2nd Remuneration Committee of session six (March 6, 2026), and approved by the 5th |
| Board of Directors of session eighteen (March 6, 2026), NT$18,882,992 was allocated for director remuneration, and NT$55,504,554 for employee remuneration, of which NT$23,340,000 was allocated for grassroots employee, all paid in cash. Retirement system for employees: The Company handles this in accordance with the government-established Labor Standards Act's old retirement system, fixed benefit plan, the Labor Pension Act's new retirement system and fixed allocation plan. The Company sets aside 8% of the total salary of employees under the old labor retirement system for retirement reserve funds and stores them in the Bank of Taiwan. The Company also reviews the balance of the special account at the end of each year. If the balance is insufficient to pay employees who achieve statutory retirement in the following year, the Company will complete the payment by the end of March of the following year to ensure the rights and interests of employees under the old labor retirement system. The Company and the domestic subsidiaries pays monthly at 6% of the salary to the employee's personal account of the Bureau of Labor Insurance. The payment of employee pension is based on the employee's personal pension account and accumulated income in monthly pension or lump sum pension. In 2025, the Prince Group recognized total pension expenses of NT$54,316 thousand under both the old and new pension fund. As of December 31, 2025, the accrued old-system pension reserve recorded in the accounts was about NT$6,163 thousand, and the balance deposited in the designated old-system pension fund account amounted to NT$135,785 thousand. Welfare: The Employee Welfare Committee provides various welfare measures such as newborn delivery subsidies and children's education subsidies to help create a friendly child-rearing environment. It also provides scholarships for employees' children to encourage employees to balance work and family education, as well as accident insurance for construction site personnel. Through the implementation of various welfare measures, we can properly take care of employees and relieve them of worries. | |||
|---|---|---|---|
| (3) Does the Company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis? | ✓ | (3) The Company attaches great importance to labor safety, and has established "Labor Safety Education and Training Program", "Full-time Automatic Inspection Plan", "Labor Safety Control Measures", "Construction Disaster Prevention and Rescue Measures Plan" and "Emergency First Aid Plan" system and emergency notification system". Within the scope of each construction site contract, a labor agreement organization is established in accordance with the Occupational Safety and Health Law, an occupational safety and health code is formulated, professional training courses are provided for each labor function, and various occupational safety education and training courses are offered. |
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| (4) Does the Company provide its employees with career development and training sessions? | ✓ | The daily pre-construction public works meeting at each construction site carries out safety education for the construction workers on that day, and conducts environmental safety audits on a quarterly basis. We also include contractors as safety partners, and inform contractors of risk awareness through labor safety rules. The Company also has an annual Public Security Inspection Team work plan, with the President as the convener. The safety audit team will record the audit recommendations and specific improvement situations in the audit reports for each unit to improve, and review the deficiencies at the quarterly headquarters monthly meeting. The disabling injury frequency rate (FR) in 2025 was 0, the disabling injury severity rate (SR) was 0, and the number of fire incidents was 0. The safety and health goal is to have zero major occupational accidents. | ||
|---|---|---|---|---|
| (5) Does the Company’s product and service comply with related regulations and international rules for customers’ health and safety, privacy, sales, labelling and set policies to protect consumers’ rights and consumer appeal procedures? | ✓ | (4) The Company has provides appropriate internal training courses, and encourages all employees to have continuing education. In 2025, the Company held 64 in-house physical training courses with a total of 3,220.5 training hours, and held 65 physical external training courses with a total of 1,152.5 training hours. In 2025, The Company’s internal and external training hours totaled 4,373 hours, with an average training time of approximately 17.7 hours per person and a total cost of approximately NT$336,018 dollar. | ||
| (6) Does he Company set supplier management policies and request suppliers to comply with related standards on the topics of environmental, occupational safety and health or labor right, and their implementation status? | ✓ | (5) Consumers can respond to comments and complaints through the Company’s website, mailbox or the Company phone. In response to issues such as customer privacy, the Company actively provides internal education and training to employees to be active and sensitive to events. | ||
| 5. Does the Company refer to international reporting rules or guidelines to publish CSR Report to disclose non-financial information of the Company? Whether the report has obtained the assurance or opinion from the third party? | ✓ | (6) The Purchasing & Cost Control Team of the Company is responsible for appropriate evaluation of the suppliers on business partnerships. The contracts between the Company and the major suppliers are all confirmed by the legal counsel. The Company evaluates the impact on the environment caused by the purchase activities. | ||
| The Company publishes a sustainability report annually, based on the "Regulations Governing the Preparation and Filing of Sustainability Reports by Listed Companies" and the Global Reporting Initiative (GRI) GRI Standards 2021, and with a limited assurance report issued by PwC. | None |
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- If the Company has established the corporate social responsibility principles based on “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation:
The Board of Directors passed the resolution to establish the Corporate Social Responsibility Best-Practice Principles of the Company, designated Corporate Planning Group as the dedicated unit, and authorized specialized institution to prepare Corporate Social Responsibility Report. The concept of ESG is promoted to various departments, and each department actively evaluate and plan the best practice of ESG according to their powers and responsibilities. After the communication, coordination and integration of various issues from various departments, a report is submitted to the Board of Directors every year. By combining with the operating policy, the Company can take a more comprehensive integration of existing performance and future policy plan. Overall, there is no deviation from “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”.
- Other important information to facilitate better understanding of the Company’s corporate social responsibility practices: The Company promises to uphold the concept of saving energy and natural resources, recognizes that environmental protection is one of the most important issues for human, designs and manufactures products that are most environmentally efficient, and encourages employees to participate in efforts for the earth, promote "environmental protection", "low-carbon diet" and "environmental health" to take care of the earth together.
(1) In 2025, the Academy Hotel held a total of 2 blood donation activities, calling on the public to show their love and help patients in need. Small gifts and accommodation vouchers were provided to attract more people to join. A total of 75 people participated in the blood donation activities.
(2) In 025, the NTU Dormitory donated 82 second-hand mattresses to charity groups in need. In addition to making use of second-hand items, we also encourage students to participate and practicing corporate social responsibility.
(3) In 2025, the NTU Dormitory implemented a policy of replacing old air conditioners with new ones, with a total of 3,959 units. In addition to reducing the power load, it also pays attention to environmental protection.
(4) The hotel continued to promote special offers for environmentally friendly rooms and was used a total of 191 times. Environmentally friendly rooms provide any consumable supplies and reduce garbage output to achieve the goal of protecting the earth and saving energy.
2.2.6 Climatological information for listed and OTC companies
| Promoting Project | Implementation Status |
|---|---|
| 1. Implementation of climate-related information | |
| (1) Describes he Board's and management's oversight and management of climate-related risks and opportunities. |
(2) Describe how the identified climate risks and opportunities affect the organization's business, strategy, and finances (short, medium, and long term). | (1) Climate change has become one of the most serious risks facing the international community. In light of this, the Company has followed the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD) to enhance disclosure of the financial impacts of climate change and to help stakeholders understand the significance and strategic direction of our response, effective 2022. The International Climate Related Financial Disclosures (TCFD) issue is promoted by the Corporate Planning Division, which is responsible for promoting sustainability and climate change issues to each department, and then promoting the assessment of sustainability practices, identification of climate risks and opportunities, and action, planning, and fulfillment of risk issues in accordance with the authority and responsibility of each department. The annual results of sustainability actions are coordinated and integrated by the Corporate Planning Division and each department, and then reported regularly to the President and at least once a year to the Board of Directors. Sustainability and climate change issues are overseen and managed by the Board of Directors, the highest level of governance, through continuous review of sustainability actions to feed back into operational objectives, so that we can take stock of our performance and plan future directions in a more comprehensive and focused manner.
(2) Based on the list of transformation risks, physical risks, and opportunities proposed by TCFD, understand the definition of each risk and opportunity, identify the key short-, medium-, and long-term impact periods by department, and perform strategic and financial impact assessments of the risk and opportunity elements, as well as consider the impact of risk adaptation and mitigation activities, research and development investments, business types, and business locations on the company's business and strategies. Risk and Opportunity Type / Climate-related issue / Impact Timeline / Description of Operations and Potential Financial Impact / Response Strategy |
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| • Risk: - Acute Physical Risk Increased frequency of extreme weather events (floods, typhoons, and heavy rainfall): short-term i. Construction and Design: Enhanced structural resilience to strong winds and heavy rainfall is required, indirectly leading to increased material and design costs. ii. Sales Centers and Construction Sites: Typhoons and strong winds may damage sales centers, advertising billboards, tarpaulins, and scaffolding, resulting in higher sales-related expenses. iii. After-Sales Services: During the warranty period, if buildings are unable to withstand extreme weather conditions (including flooding and water leakage), additional operating costs may be incurred. iv. BOT Projects and Clubhouses: Typhoons increase safety risks for employees commuting to and from work, as well as for residents. v. Sales Period: Rainfall and heavy precipitation may shorten the sales period. ※ Design Requirements: Require design teams to incorporate considerations of potential impacts from extreme weather conditions at the design stage. ※ Procurement and Contracting: Align procurement and contracting processes with design specifications, ensuring the selection of appropriate materials and construction methodse. - Policies and Regulations Authorization and monitoring of existing products and services: short-term i. In response to the government's promotion of carbon reduction, the new zoning area will gradually require energy efficient buildings, smart buildings or green buildings, which may increase the cost of design and engineering work if the project is located in this area.. ii. Tighter regulations on roof insulation and drainage may increase the need for design and engineering services, resulting in higher operating costs. iii. The need to invest in energy efficient or smart building design has resulted in higher operating costs. ※ Gather the latest codes, work with architects to design code-compliant buildings, and perform cost-benefit evaluations. - Market Rising raw material costs: short-term Extreme weather has caused supply chain disruptions and labor and material shortages, resulting in increased raw material costs and a 30% to 40% increase in construction costs. ※ Improve market research and collect appropriate costs in line with market prices. • Opportunity: - Policies and Regulations Responding to the Low Carbon Energy Strategy: short-term In response to the government's energy and low-carbon transformation policies, such as Taiwan's Building-Integrated Photovoltaic Power Generation Equipment Regulations, the Company is actively pursuing tax incentives to reduce operating costs. ※ Cost, efficiency, maintenance and longevity factors are taken into account in the early stages of the design of new projects, with energy conservation and environmental friendliness as key considerations. ※ For the BOT Prince House and Suites, in addition to already being green buildings, funds will be invested in low carbon energy strategies. - Market Government reward mechanism: short-term In response to the government's green building incentives, the company is actively seeking green building capacity incentives, water consumption fee waivers, preferential tax rates, tariff exemptions, etc. to reduce operating costs. ※ In line with relevant laws and regulations, sustainable, low-carbon and energy-saving equipment will be installed in the rezoning and economic and trade zone projects. ※ Now the Suites and the BOT Prince House are green buildings. ※ The Green Mark has an age limit, but it is not easy to apply for a Green Mark after the ownership of the building has been transferred. | |
|---|---|
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| (3) Describe the financial implications of extreme climate events and transformative actions. | (3) The Company has not experienced significant financial events and adverse impacts from extreme weather events to date and has identified potential financial impacts based on significant weather events and risks.
Risk:
With respect to existing products and services, the gradual requirement for energy-efficient buildings, smart buildings or green buildings in newly zoned areas may increase the cost of design and engineering, leading to an increase in operating costs; the tightening of regulations regarding roof insulation and drainage may increase the demand for design and engineering work, leading to an increase in operating costs; and the disruption of the supply chain and the shortage of labor and materials due to extreme weather may lead to an increase in the cost of raw materials, leading to an increase in the cost of the construction industry, increasing the cost of the construction industry. Heavy rainfall and typhoons increase safety risks for employees commuting to and from work as well as for residents, may shorten the sales period of new properties, and—if buildings are unable to withstand extreme weather conditions—can also lead to higher after-sales service costs.
Opportunity:
In response to the government's energy and low-carbon transformation policies, such as actively pursuing incentives and subsidies for building-integrated photovoltaic power generation equipment, or the government's green building incentives, the Company is actively pursuing green building volume incentives, water consumption fee reductions and exemptions, preferential tax rates, and tariff exemptions. In light of the Company’s active expansion into transformational business initiatives in recent years, future assessments will be conducted on related investment costs, funding requirements, and potential financial impacts.
As the Company has actively developed its transformation business in recent years, it will continue to evaluate the related capital expenditures, capital requirements and related financial impacts. |
| --- | --- |
| (4) Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | (4) The Company organizes meetings to identify climate change risks and opportunities. The identification analysis generates a matrix, which is discussed by the members of the Board of Directors and ultimately identifies significant climate change risks and opportunities and confirms the Company's future climate change related countermeasures, which are reported to the President and ultimately the Board of Directors is responsible for reviewing and guiding the climate change strategy, action plan and annual targets, and regularly monitors the implementation status and reviews the trend of GHG emissions on an annual basis. |
| (5) If scenario analysis is used to assess resilience to climate change risk, the scenarios, parameters, assumptions, analytical factors and key financial impacts should be described. | (5) To date, the Company has not experienced any significant financial events or adverse impacts due to extreme weather events. Currently, plans are underway to use scenario hypothesis analysis to assess the resilience of climate change risks. In the future, we will actively consider incorporating scenario hypothesis assessment mechanisms into climate-related risk and opportunity analysis and policy planning. |
| (6) If there is a transition plan for managing climate-related risks, describe the plan and the metrics and targets used to identify and manage corporate and transition risks. | (6) Based on the significant climate risks and opportunities identified, the Company has developed strategies to address them:
Risk:
For existing products and services, the Company will collect the latest laws and regulations, work with architects to design buildings that comply with laws and regulations, conduct cost-benefit evaluations, and strengthen market surveys on the risk of rising raw material costs and compile appropriate costs in line with market prices.
Opportunity:
In order to comply with the low-carbon energy strategy, the cost, efficiency, maintenance and service life have been taken into consideration at the early stage of the design of the new project, with energy conservation and green energy as the main considerations. For the BOT Prince House and Suites, in addition to the original green building, funds will be invested in the low-carbon energy strategy; |
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| (7) If internal carbon pricing is used as a planning tool, the basis for setting the price should be specified. | in order to obtain the government's incentive mechanism, and in accordance with relevant laws and regulations, the construction of the redevelopment area and economic and trade zones will all be matched with the installation of sustainable, low-carbon and energy-saving equipment. |
|---|---|
| (8) If climate-related targets are set, information on the activities covered, the scope of greenhouse gas emissions, the planning period, and the annual progress towards the targets should be described; if carbon offsets or renewable energy certificates (RECs) are used to achieve the targets, the source and amount of carbon reduction credits offset or the amount of renewable energy certificates (RECs) should be described. | (7) The Company is not currently subject to regulatory oversight by the relevant authorities, so it will not be affected by the carbon fee for the time being, and is less likely to be affected by external costs. Although the Company has not yet formulated its internal carbon pricing policy, the Company is actively understanding the characteristics of the industry and the carbon emissions situation as a basis for its future internal carbon pricing policy.. |
| (8) The Company plans to complete the consolidated financial report inventory of subsidiaries in 2025 and set carbon reduction targets, strategies and specific action plans, as detailed in ‘Section 3’ below. | |
| 2. Greenhouse gas inventory and confirmation for the last two years. | |
| (1) Provide information on GHG emissions (metric tons of CO2e), intensity (metric tons of CO2e / million), and data coverage for the most recent two years. | (1) In 2024, the parent company's individual Scope 1 and 2 GHG emissions totaled 3,461.3160 metric tons CO2e; Scope 1 emissions were 276.0970 metric tons CO2e, Scope 2 emissions were 3,185.2190 metric tons CO2e, and the Scope 1 and 2 GHG emission intensity was 3.2531 metric tons CO2e per million dollars of revenue. |
| In 2025, the parent company's individual Scope 1 and 2 GHG emissions totaled 3,787.4515 metric tons CO2e; Scope 1 emissions were 266.5177 metric tons CO2e, Scope 2 emissions were 3,520.9338 metric tons CO2e, and the Scope 1 and 2 GHG emission intensity was 3.3881 metric tons CO2e per million dollars of revenue. | |
| In 2025, the Company completed the inventory data of its consolidated financial statements and subsidiaries. The total GHG emissions in Scope 1 and 2 were 20,816.6462 metric tons CO2e, of which Scope 1 emissions were 2,580.4900 metric tons CO2e, and Scope 2 emissions were 18,236.1562 metric tons CO2e. The GHG emission intensity in Scope 1 and 2 was 2.2253 metric tons CO2e per million dollars of revenue. In 2025, the parent company's external third-party verification did not obtain a complete GHG verification opinion by the publication date of the annual report, and the disclosure in the Sustainability Report will prevail | |
| (2) Describe he status of the assurance for the two most recent years ended at the date of the annual report, including the scope of the assurance, the assurance organization, the assurance criteria, and the opinion of the assurance. | (2) In 2024, the Company completed the Parent Company Individual Inventory and external third-party assurance, and the assurance organization was DNV GL Business Assurance Co., Ltd. which conducted the verification in accordance with the international standard ISO 14064-3, and obtained the reasonable assurance level for categories 1 and 2, and confirmation and agreement procedures for categories 3 to 6, and the relevant verification statement can be found on the Company's official website for more details. 2025 Parent company individual inventory and external third party assurance were not available at the time of publication of the Annual Report to obtain a full greenhouse gas assurance opinion, and full assurance information will be disclosed in the Sustainability Report. |
| 3. Greenhouse gas reduction targets, strategies and specific action plans | |
| (1) Describe he base year of GHG reduction and its data, reduction targets, strategies and specific action plans and achievement of reduction targets. | (1) Baseline year for reduction: |
| In order to plan a GHG reduction strategy, the Company completed its inventory in 2024, using the consolidated financial statements as the boundary. Therefore, 2024 is the base year for the greenhouse gas inventory. | |
| Base year data: | |
| The total greenhouse gas emissions of the subsidiaries in the consolidated financial statements for 2024 amounted to 21,113.5002 metric tons of CO2e, with Scope 1 emissions at 2,727.3904 metric tons of CO2e and Scope 2 emissions at 18,386.1098 metric tons of CO2e. | |
| Carbon reduction targets: |
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We hope to further implement the following specific actions to reduce emissions by 1% compared to the base year in 2025; and reduce emissions by 3% compared to the base year in 2030.
Strategy and specific action plan:
The consolidated company will conduct a comprehensive review of its current energy situation and has implemented a number of energy-saving measures. In the future, it will actively use low-carbon building materials to reduce carbon emissions from material production and continue to promote low-carbon building projects such as green buildings and smart buildings. They are all committed to consuming the least amount of earth's energy resources and producing the least amount of waste, while also requiring buildings to be ecological, energy-saving, and healthy. At the same time, we also achieve energy-saving office effects through LED lighting, air-conditioning management and digital paperless office. We also regularly promote environmental awareness such as energy saving and carbon reduction to employees to ensure that the reduction is in line with the progress, and take a positive attitude to reduce the impact of carbon emissions and enhance operational competitive advantages.
Status of achieving reduction targets:
The total GHG emissions of the subsidiaries in the consolidated financial statements for 2025 were 20,816.6462 metric tons of CO2e, a decrease of 1.41% compared to the baseline year. The relevant data is compiled in accordance with the Company's internal management system. Due to the fact that the parent company not yet obtain complete greenhouse gas verification opinions from external third parties as of the date of publication of the annual report in 2025, the information disclosed in the sustainability report shall prevail.
2.2.7 Implementation of Ethical Corporate Management and Deviations from “the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
| Evaluation Item | Implementation Status | Deviations from “the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Establishment of ethical corporate management policies and programs | ||||
| (1) Does the Company establish ethical corporate management policies by the Board of Directors and declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its Board to implement the policies? | ☑ | (1) The Board of Directors of the Company has approved to establish the Ethical Corporate Management Best-Practice Principles, Ethical Corporate Management Operation Procedures and Guidelines, and reviewed relevant regulations on a timely basis. The Company also arranges training or promotion for important legal matters. The training implemented in 2025 include courses such as prevention of insider trading, corporate governance and insider trading analysis, human rights policy of corporate social responsibility, the intersection of internal ethics and law, and legal issues in sustainability reports. Through these courses, employees' understanding of industry-related regulatory compliance is enhanced. Each department's internal control self-assessment form also includes a self-assessment item on regulatory compliance to confirm regulatory compliance. | ||
| In 2025, we organized courses related to integrity management to enhance the corporate governance awareness of our colleagues. A total of 31 people received training, with a total training time of 63.5 hours. | None |
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| Evaluation Item | Implementation Status | Deviations from “the Code of Practice for Corporate Governance for TWSE/ HFEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Whether the Company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? | ☑ | (2) The Company has established the operation procedures and guidelines based on the Ethical Corporate Management Best-Practice Principles, and implemented punishment for violation and rules of appeal. | None | |
| (3) Does the Company specify the operating procedures, behavior guidelines, disciplinary penalties and grievance system in the plan to prevent dishonesty, implement it, and regularly review the plan? | ☑ | (3) The Company has established effective accounting and internal control systems against high-potential unethical operating activities. The latest code and behavior guidelines were passed by the resolution of the 16th Board of Directors of session fifteen on March 20, 2019. | ||
| 2. Fulfill operations integrity policy | ||||
| (1) Does the Company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? | ☑ | (1) The Company regularly reviews and evaluates its suppliers and contracts or documents with business partners. The "Prince Housing & Development Corp. Construction Supplier Code of Conduct" is added to include terms of integrity management, personal information protection and labor rights. | ||
| (2) Whether the Company has set up a unit which is dedicated to promoting the Company’s ethical standards and regularly (at least once a year) reports directly to the Board of Directors on its ethical corporate management policy and relevant matters, and program to prevent unethical conduct and monitor its implementation? | ☑ | (2) The Company has established Ethical Corporate Management Team, which is supervised by the Board of Directors passed on November 3, 2016. The Ethical Corporate Management Team supervises each department’s implementation of integrity management based on the Ethical Corporate Management Best-Practice Principles of the Company and related regulations. The Company submitted the integrity management compliance report to the 4th Board of Directors meeting of session eighteen on November 5, 2025. Key implementation of Ethical Corporate Management include: | ||
| * Continuous education and training related to honest business practices, totaling 5 sessions and 16 hours. | ||||
| * Pay attention to government announcements and regulations, and assess and update relevant codes of conduct for corporate integrity. | ||||
| * Continuously strengthen internal control systems, prevent dishonest behavior, and reduce the risk of dishonest behavior. | ||||
| * By auditing and evaluating suppliers and conducting factory inspections, Prince maintains project quality. | None |
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| | | | We regularly evaluate all suppliers annually and has established a "Supplier Evaluation and Grading System," classifying suppliers into three levels: Excellent, Good, and Poor. This system serves as a reference for future supplier cooperation and strengthens supplier management.
*Strictly adheres to the Personal Data Protection Act (PDPA), actively promoting it internally and requiring vendors and employees to cooperate in completing procedures related to protecting personal data and confidential information. Furthermore, a bi-annual PDA newsletter is published and sent to the PDA team for detailed information, in order to inform their colleagues.
*Annual implementation of the integrity management code of conduct. | |
| --- | --- | --- | --- | --- |
| (3) Does the Company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? | ✓ | | (3) The Company has established policies to prevent conflicts of interest, in order to identify, monitor, and manage the risks of unethical conducts caused by conflicts of interest. In addition, Audit Division regularly examines and evaluates operating activities, which provides appropriate communication channels. | |
| (4) To implement relevant policies on ethical conducts, has the Company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct, and have its ethical conduct programs audited by internal auditors or CPA periodically? | ✓ | | (4) The Company has established effective systems for accounting, internal control, and risk management, and Audit Division regularly examines the situation and implementation. | |
| (5) Does the Company regularly hold internal and external educational trainings on operational integrity? | ✓ | | (5) The Company reviews the audit reports and the results completed by each department annually, and submits to Audit Committee and reports to Board of Directors. | |
| 3. Operation of the integrity channel | | | According to Article 21 of the company’s Ethical Corporate Management Operation Procedures and Guidelines: | |
| (1) Does the Company establish a reward and punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up? | ✓ | | (1) There is confidential integrity hotline set up on the Company’s website. The specially-assigned person of Audit Division is responsible for the integrity hotline and e-mail, dealing with the accusations or suggestions provided by the employees, suppliers and customers, and protecting the whistleblowers based on confidential retorting systems.
The integrity hotline and e-mail of the Audit Division of the Company are listed below: Tel: (06)282-1155 #5100 E-mail: [email protected] | None |
| (2) Does the Company establish standard operating procedures for confidential reporting on investigating accusation cases? | ✓ | | (2) In accordance with the above-mentioned reporting and reward system specifications established by the Company, accept employees, suppliers or customers to report illegal situations, feedback opinions or appeals, etc., and the identity of the reporter and the content of the report shall be kept confidential. | |
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| (3) Does the Company provide proper whistleblower protection? | ✓ | (3) In accordance with the above-mentioned reporting and reward system established by the Company, we adopt corresponding confidentiality mechanisms and whistleblower protection measures to protect whistleblowers from being improperly handled due to whistleblowing. | ||
|---|---|---|---|---|
| 4. Strengthening information disclosure | ||||
| Does the Company disclose its ethical corporate management policies and the results of its implementation on the Company’s website and MOPS? | ✓ | The information regarding finance, operation, and corporate governance of the Company is disclosed to the shareholders and stakeholders on our website. | None | |
| 5. If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEX-Listed Companies, please describe any discrepancy between the policies and their implementation: | ||||
| The Board of Directors has approved the Ethical Corporate Management Best-Practice Principles of the Company on May 4, 2015. The latest amendment of the Ethical Corporate Management Best-Practice Principles of the Company was by the 16th Board of Directors of session sixteen on March 20, 2019. The Company will revise regularly in accordance with the Principles and review the Principles. There has been no deviation. | ||||
| 6. Other important information to facilitate a better understanding of the Company’s ethical corporate management policies (e.g., Review and amend its policies). | ||||
| The Board of Directors has amended the Ethical Corporate Management Best-Practice Principles of the Company on March 20, 2019. | ||||
| The Company always emphasizes honesty as the basic concept of business operation. In the implementation of high ethical standards and perfect accounting and internal control systems, Audit Division conducts timely inspections and follow-ups. At the same time, directors, managers and all employees are committed to maintaining the integrity of the Company’s operations. |
2.2.8 Other Important Information Regarding Corporate Governance
The Board of Directors passed the resolution to establish functional committee, such as Remuneration Committee and Audit Committee to enhance the corporate governance of the Board of Directors.
On August 18, 2017, the Company's interim board resolution was passed the Chairman Chih-Hsien Lo concurrently served as the Company's Chief Strategy Officer, and continued to improve the analysis and implementation of corporate governance operations in the Company's Board of Directors. On March 20, 2019, the resolution passed by the Board of Directors that the Assistant Vice President of the Administrative Department, Chun-Cheng Kuo, was appointed as the Corporate Governance Officer of the Company. On August 8, 2019, the resolution passed by the Board of Directors the appointment of advisory members from the Operation Optimization Counseling Team under the Management Committee, mainly to help directors understand the Company's operations and strengthen corporate governance. On November 4, 2022, the resolution passed by the Board of Directors that the Assistant Vice President of the Administrative Department, Chun-Cheng Kuo, was appointed as the Chief Information Security Officer of the Company, mainly for information security risk management, coordination of cross-departmental cooperation, risk control, supervision, and auditing.
From March 3, 2025, onwards, the Company has submitted quarterly 'IFRS Sustainability Disclosure Standards Project Reports' in accordance with regulatory requirements. In the first quarter of 2025, an implementation plan and timeline were established. In the second quarter, the Company identified sustainability-related risks and opportunities and assessed their financial impact. It also assessed material sustainability-related financial information. In the third quarter, the required data was identified and collected. In the fourth quarter, internal processes and operations were reviewed. The project is expected to continue until the second quarter of 2027 with the aim of improving the quality of sustainability-related disclosures.
2.2.9 Implementation of Internal Control Systems
A. Declaration of Internal Control
Please refer to the Market Observation Post System (MOPS) website: https://mops.twse.com.tw/mops/#/web/t06sg20
MOPS Homepage > Individual Company > Corporate Governance > Corporate Regulations / Internal Control > Internal Control Statement Announcement
B. Those who entrust a CPA to review the internal control system shall disclose the CPA's review report:
None.
2.2.10 Major Resolutions of Shareholders Meeting and Board of Directors Meetings in the Recent Years and Up to the Date of the Annual Report Printed
A. Major Resolutions and Executions of the 2025 General Shareholders Meeting:
-
Approved the business reports and financial statements for the year of 2024.
Status: In accordance with the Company Law, all related financial information has been submitted to the government agency to review. -
Approved the distribution of retained earnings for the year of 2024.
Status: The distribution of cash dividend was NT$0.3 per share. The cash dividend was distributed on Aug. 22, 2025. -
Amendment of the Company’s Articles of Incorporations.
Status: The proposal was resolved by the Shareholders’ Meeting and immediately effective. -
Election of the Company’s 18th Board of Directors (including Independent Directors) for approval.
Status: The proposal was resolved by the Shareholders’ Meeting and immediately effective. -
Resolution to approve the waiver of non-compete restrictions for the Company’s newly elected Directors (including Independent Directors) during their term of office, in accordance with Article 209 of the Companies Act.
Status: The distribution of cash dividend was NT$0.3 per share. The cash dividend was distributed on Aug. 22, 2025.
B. Major Resolutions during the Board of Directors Meetings in 2025 and to the Publish Date of the Annual Report:
15th Board of Directors Meeting of session seventeen (Mar. 3, 2025)
-
Submitted the self-evaluation of directors’ performance.
-
Submitted the "Greenhouse Gas Inventory Project Reports" of the Company and its subsidiaries.
-
Resolution passed to provide short-term financing of NT$200 million to the Splendor Hospitality International Co., Ltd.
-
The resolution passed that the Company provides a short-term financing loan of NT$15 million to Prince Apartment Management & Maintenance Co., Ltd., which the Company’s 100% fully owning, Prince Property Management Consulting Co., 100% fully owns.
-
Resolution passed the business reports and financial reports for the year of 2024.
-
Resolution passed the distribution of retained earnings for the year of 2024. The distribution of cash dividend was NT$0.3 per share. The total amount of cash dividend was NT$487 million.
-
Resolution passed the type of employees’ bonus and directors’ remuneration in 2024.
-
Resolution passed the CPAs’ independence evaluation and the designation of the CPAs in 2025, and the appointment of Chien-Chih Wu and Jun-Kai Wang from PwC as the agents of the Company’s 2025 financial report reviewer and income tax declaration.
-
Resolved to pre-approve the engagement of the certified public accountant, the CPA firm, and its affiliated entities to provide non-audit services to the Company and its subsidiaries.
-
Resolution passed the amendment of Articles of Company.
Prince Housing & Development Corp. | 59
- Resolution passed the declaration of internal control for year 2024.
- The resolution passed the Company's amendments of Operating Procedures of Internal Control.
- Resolution passed the 2024 director's remuneration plan.
- Resolution to approve the Company's 2024 performance evaluation and the 2025 Executive Performance Plan and Evaluation Form.
- Resolution passed the Company's 2025 salary adjustment plan for all employees.
- Resolution passed to convene 2025 general Shareholders Meeting.
16th Board of Directors Meeting of session seventeen (May 7, 2025)
- Submit the Greenhouse Gas Inventory Report of the subsidiaries on a quarterly basis in accordance with government regulations.
- Resolution passed the Company's personnel authority to release online banking to financial institutions.
- Resolution passed the consolidated financial reports for the first quarter of year 2025.
- Resolution passed the waiver of the non-competition restriction on newly elected directors in accordance with Article 209 of the Company Act.
1st Board of Directors Meeting of session eighteen (Jun. 17, 2025)
- Resolution on the appointment of the Chairperson of the Company's 18th Board of Directors.
2nd Board of Directors Meeting of session eighteen (Jun. 25, 2025)
- Resolution regarding the Company's application for financing from financial institutions to cover working capital and business requirements.
- Resolution passed the consolidated financial reports for the second quarter of year 2025.
- Resolution regarding the appointment of the custodian of the Company's registered seal at the Ministry of Economic Affairs.
- Resolution regarding the appointment of the custodian of the Company's bank seal, which is used for transactions with financial institutions.
- Resolution regarding the definition of the scope of entry-level employees within the Company.
- Resolution regarding the submission of the Company's '2024 Sustainability Report Project Report'.
- Resolution regarding the proposed amendments to the Company's internal control system, including its procedures and policies.
3rd Board of Directors Meeting of session eighteen (Aug. 4, 2025)
- Resolution on the appointment of the Company's General Manager.
- Resolution on the appointment of members of the 6th Remuneration Committee.
- Resolution on the appointment of members of the "Management Committee," a functional committee directly under the Board of Directors.
- Resolution to set Aug. 1, 2025 as the ex-dividend date and Aug. 22, 2025 as the cash dividend payment date.
4th Board of Directors Meeting of session eighteen (Nov. 5, 2025)
- Resolution on the Company's 2026 annual budget.
- Resolution passed the consolidated financial reports for the third quarter of year 2025.
- Resolution regarding the Company's application for financing from financial institutions to cover working capital and business requirements.
-
Resolution on the endorsement and guarantee limit for Splendor Hospitality International Co., Ltd., up to a value of NT$50 million. The guarantee obligation will be released upon the expiration of the contract.
-
The resolution passed that the Company provides a short-term financing loan of NT$100 million to Prince Industrial Corp.
- The resolution passed that the Company provides a short-term financing loan of NT$200 million to Prince Chong-De Industrial Corp., which the Company's 100% fully owning, Prince Industrial Corp., 100% fully owns.
- The resolution passed that the Company provides a short-term financing loan of NT$100 million to Cheng-Shi Construction Co., Ltd., which the Company's 100% fully owning, Cheng-Shi Investment Holdings Co., Ltd., 100% fully owns.
- Resolution passed the audit plan for year 2026.
- Resolution regarding the proposed amendments to the Company's internal control system, including its procedures and policies.
- Resolution to approve the distribution of the Company's 2025 year-end bonus to managers.
- Resolution passed the implementation plan of Remuneration Committee in 2026.
5th Board of Directors Meeting of session eighteen (Mar. 6, 2026)
- Resolution regarding the Company's application for financing from financial institutions to cover working capital and business requirements.
- Resolution on the endorsement and guarantee limit for Splendor Hospitality International Co., Ltd., up to a value of NT$150 million. The guarantee obligation will be released upon the expiration of the contract.
- The resolution passed that the Company provides a short-term financing loan of NT$15 million to Prince Apartment Management & Maintenance Co., Ltd., which the Company's 100% fully owning, Prince Property Management Consulting Co., 100% fully owns.
- Resolution on the approval of the Company's annual financial statements for 2025, including the business report and financial statements. The financial statements of the parent company have been audited and reviewed by Chien-Chih Wu and Jun-Kai Wang from PwC. Audit report drafts have been issued. The consolidated financial statements for 2025 have also been audited and reviewed by these same accountants, who have also issued draft audit reports.
- Resolution passed the distribution of retained earnings for the year of 2025. The distribution of cash dividend was NT$0.3 per share. The total amount of cash dividend was NT$487 million.
- Resolution passed the type of employees' bonus and directors' remuneration in 2025.
- Resolution passed the CPAs' independence evaluation and the designation of the CPAs.
- Resolution passed the appointment of Chien-Chih Wu and Jun-Kai Wang from PwC as the agents of the Company's 2026 financial report reviewer and income tax declaration.
- Resolution passed the declaration of internal control for year 2025.
- Resolution regarding the proposed amendments to the Company's internal control system, including its procedures and policies.
- Resolution regarding the definition of the scope of entry-level employees within the Company.
- Resolution passed the 2025 director's remuneration plan.
- Resolution to approve the Company's 2025 performance evaluation.
- Resolution passed the Company's 2026 salary adjustment plan for all employees.
- Resolution on the 2026 salary adjustment for managerial personnel, to be aligned with the salary adjustment applied to all employees.
- Resolution regarding the Company's performance plan for 2026 and the evaluation form for managerial personnel.
- Resolution passed to convene 2026 general Shareholders Meeting.
2.2.11 The Directors or Supervisors who have Objected to the Resolutions Reached by the Board of Directors and the Objections are Recorded or Declared in Writing in the Most Recent Year and up to Date of the Annual Report Printed
None.
2.3 Information Regarding the Company’s Audit Fees
2.3.1 The Non-audit Fees Paid to CPAs, CPA Firm, and the CPA Firm’s Related Party Accounted for Over A Quarter of the Total Audit Fees, the Audit and Non-audit Amount and the Non-audit Service Must Be Disclosed
Unit: NT$ thousand
| CPA Firm | CPA | Audit Period | Audit Fees | Non-Audit Fees | Total | Note |
|---|---|---|---|---|---|---|
| PwC | Jun-Kai Wang | Year of 2025 | 4,420 | 2,633 | 7,053 | - Financial Reports Translation: NT$951 thousand |
| - Transfer Pricing: NT$400 thousand | ||||||
| - ESG Report Assurance Service: NT$196 thousand | ||||||
| - Tax Compliance & Other Consulting: NT$1,068 thousand | ||||||
| Chien-Chih Wu |
Note: If the Company changed CPAs or CPA Firms in this current year, please list the review period separately, explain the reasons for the replacement in the Note column, and disclose the audit and non-audit public fees paid in order. The non-audit public fees shall be noted and disclosed the service content.
2.3.2 CPA Replacement Information
None.
2.3.3 If the Chairman, President, and Finance or Accounting Manager of the Company who had Worked for the Independent Auditor or the Related Party in the Most Recent Year, the Name, Title, and Term with the Independent Auditor or the Related Party must be Disclosed
None.
2.4 Equity Transferred and Equity Pledged (or Changes thereto) by Directors, Supervisors, Department Heads and Shareholders of 10% Shareholding or More during the Preceding Fiscal Year or in the Current Fiscal Year up to the Date of Printing of the Annual Report
2.4.1 Changes in Equity of Directors, Managers and Major Shareholders
Please refer to the Market Observation Post System (MOPS) website: https://mops.twse.com.tw/mops/#/web/home
MOPS Homepage > Individual Company > Shareholding Changes / Securities Issuance > Directors, Supervisors and Major Shareholders Shareholding / Pledge / Transfer
2.4.2 Shares Transferring with Related Parties
None.
2.4.3 Shares Pledge with Related Parties
2.5 Information on the Relationship among the Top Ten Shareholders, Their Spouses and Their Relatives
As of Apr. 19, 2026
| Name | Individual Shareholding | Shareholding by Spouse & Minor | Shareholding by Vessince Arrangement | The relationship between any of the Company's Top Ten Share holders | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relation | ||
| Uni-President Enterprises Co. | 162,743,264 | 10.03% | - | - | - | - | Kao Chyuan Inv. Co., Ltd. | Chairman | |
| Taipo Inv. Co., Ltd. | Director | ||||||||
| President International Development Corp. | Subsidiary | ||||||||
| Uni-President Enterprises Co. Rep: Chih-Hsien Lo | - | - | 425,013 | 0.03% | - | - | Kao Chyuan Inv. Co., Ltd. Rep: Shiow-Ling Kao | Spouse | |
| Taipo Inv. Co., Ltd. | 116,730,587 | 7.19% | - | - | - | - | Uni-President Enterprises Co. | Director | |
| Taipo Inv. Co., Ltd. Rep: Wei-De Wu | 98,654 | 0.01% | 239,010 | 0.01% | - | - | Chao-Mei Wu Tseng | Mother and son | |
| Kao Chyuan Inv. Co., Ltd. | 68,464,308 | 4.22% | - | - | - | - | Uni-President Enterprises Co. | Director | |
| President International Development Corp. | Director | ||||||||
| Kao Chyuan Inv. Co., Ltd. Rep: Shiow-Ling Kao | 425,013 | 0.03% | - | - | - | - | Uni-President Enterprises Co. Rep: Chih-Hsien Lo | Spouse | |
| Nan Fan Housing Development Co., Ltd. | 57,735,474 | 3.56% | - | - | - | - | None | None | |
| Nan Fan Housing Development Co., Ltd. Rep: Po-Ming Hou | 10,980,624 | 0.68% | - | - | 11,943,000 | 0.74% | Universal Investment Corp. Rep: Po-Yi Hou | Brothers | |
| President International Development Corp. | 54,478,000 | 3.36% | - | - | - | - | Uni-President Enterprises Co. | Chairman | |
| Kao Chyuan Inv. Co., Ltd. | Director | ||||||||
| President International Development Corp. Rep: Chih-Hsien Lo | - | - | 425,013 | 0.03% | - | - | Kao Chyuan Inv. Co., Ltd. Rep: Shiow-Ling Kao | Spouse | |
| Chao-Mei Wu Tseng | 42,956,030 | 2.65% | - | - | - | - | Taipo Inv. Co., Ltd. Rep: Wei-De Wu | Mother and son | |
| Universal Investment Corp. | 42,645,900 | 2.63% | - | - | - | - | None | None | |
| Universal Investment Corp. Rep: Po-Yi Hou | 13,701,215 | 0.84% | - | - | - | - | Universal Cement Corp. Rep: Bo-Chih Inv. Co., Ltd. | Same rep | |
| Nan Fan Housing Development Co., Ltd. Rep: Po-Ming Hou | Brothers | ||||||||
| Universal Cement Corp. | 40,621,948 | 2.50% | - | - | - | - | None | None | |
| Universal Cement Corp. Rep: Bo-Chih Inv. Co., Ltd. (Bo-Chih Inv. Co., Ltd. Rep: Po-Yi Hou) | 2,266,000 | 0.14% | - | - | - | - | Universal Investment Corp. Rep: Po-Yi Hou | Same rep. | |
| Nan Fan Housing Development Co., Ltd. Rep: Po-Ming Hou | Brothers | ||||||||
| San Shing Spinning Co., Ltd. | 24,245,926 | 1.49% | - | - | - | - | None | None | |
| San Shing Spinning Co., Ltd. Rep: Chung-Ho Wu | 5,209,847 | 0.32% | 44,329 | - | - | - | None | None | |
| Hsin Yung Hsing Inv. Co.,Ltd. | 22,905,658 | 1.41% | - | - | - | - | None | None | |
| San Shing Spinning Co., Ltd. Rep: Chung-Ho Wu | - | - | - | - | - | - | Universal Investment Corp. Rep: Po-Yi Hou | Brothers | |
| Universal Cement Corp. Rep: Po-Yi Hou | Brothers | ||||||||
| Nan Fan Housing Development Co., Ltd. Rep: Po-Ming Hou | Brothers |
2.6 The Number of Shares Held by the Company, Its Directors, Managers, and Businesses Directly or Indirectly Controlled by the Company in the Same Reinvested Business and the Consolidated Shareholding Ratio
Unit: Shares; %. As of Dec. 31, 2025
Consolidated Shareholding Ratio
| Investees | Investment of the Company | Investments from Directors, Supervisors, Managers and Directly or Indirectly Controlled Business | Total Investment | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Cheng-Shi Investment Holdings Co., Ltd. | 149,365,000 | 100.00% | - | - | 149,365,000 | 100.00% |
| Ta Chen Construction & Engineering Corp. | - | - | 122,616,762 | 100.00% | 122,616,762 | 100.00% |
| Prince Utility Co., Ltd. | - | - | 3,070,000 | 100.00% | 3,070,000 | 100.00% |
| Cheng-Shi Construction Co., Ltd. | - | - | 20,100,000 | 100.00% | 20,100,000 | 100.00% |
| Prince Property Management Consulting Co. | 17,146,580 | 100.00% | - | - | 17,146,580 | 100.00% |
| Prince Apartment Management & Maintenance Co., Ltd. | - | - | 3,000,000 | 100.00% | 3,000,000 | 100.00% |
| Prince Security & Guard Co., Ltd. | - | 30.00% | 13,172,636 | 100.00% | 13,172,636 | 100.00% |
| Geng-Ding Co., Ltd. | 18,000,000 | 50.00% | - | - | 18,000,000 | 30.00% |
| Prince Housing Investment Co., Ltd. | 428 | 100.00% | - | - | 428 | 100.00% |
| Uni-President Development Corp. | 108,000,000 | - | - | - | 108,000,000 | 30.00% |
| The Splendor Hospitality International Co., Ltd. | 32,500,000 | - | - | - | 32,500,000 | 50.00% |
| Times Square International Holding Co. | 57,430,000 | 99.65% | - | - | 57,430,000 | 100.00% |
| Times Square International Hotel Corp. | - | 100.00% | 54,750,000 | 100.00% | 54,750,000 | 100.00% |
| Times Square International Stays Corp. | - | 99.68% | 10,000,000 | 100.00% | 10,000,000 | 100.00% |
| Jin-Yi-Xing Plywood Co., Ltd. | 3,938,168 | - | - | - | 3,938,168 | 99.65% |
| Prince Industrial Corp. | 150,000,000 | - | - | - | 150,000,000 | 100.00% |
| Prince Real Estate Co., Ltd. | 12,292,315 | - | - | - | 12,292,315 | 99.68% |
| PPG Investment Inc. | - | - | 273 | 27.30% | 273 | 27.30% |
| Queen Holdings Ltd. | - | - | 2,730 | 27.30% | 2,730 | 27.30% |
| Amida Trustlink Assets Management Co., Ltd. | - | - | 21,525,020 | 45.21% | 21,525,020 | 45.21% |
| Prince Chong-De Industrial Corp. | - | - | 80,000,000 | 100.00% | 80,000,000 | 100.00% |
| Prince Da-Li-Yi Industrial Corp. | - | - | 30,000,000 | 100.00% | 30,000,000 | 100.00% |
Note: the investment made by the Company using the equity method.
Chapter III
Capital Overview
III
Capital Overview
III. Capital Overview
3.1 Capital and Shares
3.1.1 Source of Capital
A. Issued Shares
As of May 15, 2026
| Month-Year | Par Value (NT$) | Authorized Capital | Paid-In Capital | Note | ||||
|---|---|---|---|---|---|---|---|---|
| No. of Shares | Amount (NT$) | No. of Shares | Amount (NT$) | Source of Capital | Capital Increased by Assets Other than Cash | Other | ||
| Mar. 2003 | $10 | 905,839,645 | 9,058,396,450 | 905,839,645 | 9,058,396,450 | Cancellation of Treasure shares | None | Note 1 |
| Oct. 2005 | $10 | 1,200,000,000 | 12,000,000,000 | 901,333,032 | 9,013,330,320 | Capitalization of retained earnings and cancellation of Treasure shares | None | Note 2 |
| May 2006 | $10 | 1,200,000,000 | 12,000,000,000 | 865,126,032 | 8,651,260,320 | Cancellation of Treasure shares | None | Note 3 |
| Oct. 2007 | $10 | 1,200,000,000 | 12,000,000,000 | 930,010,484 | 9,300,104,840 | Capitalization of retained earnings | None | Note 4 |
| Oct. 2008 | $10 | 1,200,000,000 | 12,000,000,000 | 957,910,798 | 9,579,107,980 | Capitalization of retained earnings | None | Note 5 |
| Oct. 2010 | $10 | 1,200,000,000 | 12,000,000,000 | 996,227,230 | 9,962,272,300 | Surplus and capital reserve- capitalization of Treasure shares | None | Note 6 |
| Oct. 2011 | $10 | 1,200,000,000 | 12,000,000,000 | 1,085,887,681 | 10,858,876,810 | Capitalization of retained earnings | None | Note 7 |
| Oct. 2012 | $10 | 1,200,000,000 | 12,000,000,000 | 1,194,476,449 | 11,944,764,490 | Capitalization of retained earnings | None | Note 8 |
| Sep. 2013 | $10 | 1,600,000,000 | 16,000,000,000 | 1,313,924,094 | 13,139,240,940 | Capitalization of retained earnings | None | Note 9 |
| Apr. 2014 | $14.45 | 2,000,000,000 | 20,000,000,000 | 1,613,924,094 | 16,139,240,940 | Capital increased by cash | None | Note 10 |
| Sep. 2014 | $10 | 2,000,000,000 | 20,000,000,000 | 1,662,341,817 | 16,623,418,170 | Capitalization of retained earnings | None | Note 11 |
| Nov. 2015 | $10 | 2,000,000,000 | 20,000,000,000 | 1,623,326,147 | 16,233,261,470 | Cancellation of Treasure shares | None | Note 12 |
Note 1: 2003.03.07 Jing-Shang-Shou-Zi No. 09201064220 and 2003.01.13 Tai-Cai-Zheng-San-Zi No. 09100168916 approved.
Note 2: 2005.10.12 Jing-Shang-Shou-Zi No. 09401199680, 2005.07.08 Jin-Guan-Zheng-San-Zi No. 0940128547 and 2005.07.22 Jin-Guan-Zheng-Yi-Zi No. 0940129774 approved.
Note 3: 2006.05.02 Jing-Shang-Shou-Zi No. 09501080850 and 2006.03.03 Jin-Guan-Zheng-San-Zi No. 0950107685 approved.
Note 4: 2007.10.09 Jing-Shang-Shou-Zi No. 09601246640 and 2007.08.06 Jin-Guan-Zheng-Yi-Zi No. 0960041575 approved.
Note 5: 2008.10.13 Jing-Shang-Shou-Zi No. 09701260910 and 2008.08.14 Jin-Guan-Zheng-Yi-Zi No. 0970041251 approved.
Note 6: 2010.10.04 Jing-Shang-Shou-Zi No. 09901222570 and 2010.08.10 Jin-Guan-Zheng-Yi-Zi No. 0990040882 approved.
Note 7: 2011.10.07 Jing-Shang-Shou-Zi No. 10001226990 and 2011.07.29 Jin-Guan-Zheng-Fa-Zi No. 1000035447 approved.
Note 8: 2012.10.11 Jing-Shang-Shou-Zi No. 10101210990 and 2012.08.06 Jin-Guan-Zheng-Fa-Zi No. 1010034424 approved.
Note 9: 2013.09.30 Jing-Shang-Shou-Zi No. 10201197090 and 2013.07.24 Jin-Guan-Zheng-Fa-Zi No. 1020028870 approved.
Note 10: 2014.04.09 Jing-Shang-Shou-Zi No. 10301054990 and 2014.01.08 Jin-Guan-Zheng-Fa-Zi No. 1020053627 approved.
Note 11: 2014.09.17 Jing-Shang-Shou-Zi No. 10301197010 and 2014.07.16 Jin-Guan-Zheng-Fa-Zi No. 1030026970 approved.
Note 12: 2015.11.18 Jing-Shang-Shou-Zi No. 10401244020 approved.
III
B.Type of Stock
As of Apr. 19, 2026
| Stock Type | Authorized Capital | Note | ||
|---|---|---|---|---|
| Issued Shares | Un-issued Shares | Total Shares | ||
| Common stock | 1,623,326,147 | 376,673,853 | 2,000,000,000 | - |
C. Aggregated Declaration Information
3.1.2 List of Major Shareholders
As of Apr. 19, 2026
| Shareholder's Name | Shareholding | Percentage of Shareholding (%) |
|---|---|---|
| Uni-President Enterprise Corp. | 162,743,264 | 10.02% |
| Taipo Inv. Co., Ltd. | 116,730,587 | 7.19% |
| Kao Chyuan Inv. Co., Ltd. | 68,464,308 | 4.22% |
| Tainan Spinning Co, Ltd. | 57,735,474 | 3.56% |
| President International Development Corp. | 54,478,000 | 3.36% |
| Chao-Mei Wu Tseng | 42,956,030 | 2.65% |
| Universal Investment Corporation | 42,645,900 | 2.63% |
| Universal Cement Corporation | 40,621,948 | 2.50% |
| San Shing Spinning Co., Ltd. | 24,125,926 | 1.49% |
| Hsin Yung Hsing Inv. Co.,Ltd. | 22,905,658 | 1.41% |
3.1.3 Dividend Policy and Implementation Status
A. Dividend Policy
The Company's industrial environment has reached a mature stage, while there is a strong competition in the industry. The Board of Directors should consider the Company's future capital expenditure budget and capital needs for the preparation of the surplus distribution proposal. The Board of Directors should also measure the necessity of using surplus to meet capital needs and determine the amount of surplus retention or distribution. The distribution can be in the form of cash or stock.
In accordance with the Company Law, $10\%$ of the current year's earnings, after payment of all taxes and after offsetting accumulated deficit, shall be set aside as legal reserve until the balance of legal reserve is equal to that of issued share capital. Afterwards, an amount shall be appropriated or reversed as special reserve in accordance with applicable legal or regulatory requirements, along with prior years' accumulated unappropriated retained earnings, and then distribution should be in the following order: stock dividend and bonus to shareholders are no less than $20\%$ of the accumulated distributable earnings in current period, and cash dividend is at least $30\%$ of the total stock dividend and bonus; the appropriation of earnings is proposed by the Board of Directors and resolved by the shareholders.
Ⅲ
B. Implementation
The profit distribution plan for the Company in 2025 has been proposed by the Board of Directors as follows:
Common stock dividend: cash dividend of NT$0.3 per share and stock dividend of NT$0 per share. The ex-dividend date will be determined after the Shareholders' Meeting resolves.
- Available for distribution
- a. Undistributed Earnings in the beginning: Unit: NT$2,443,051,683
- b. Plus: Net Income for year 2025: 535,082,166
- c. Less: Actuarial loss on defined benefit plan: 986,867
- d. Less: Provision for legal reserve: (53,606,903)
-
e. Available for distributed earnings: 2,925,513,813
-
Distribution Item
-
Payment of cash dividends ($0.3 per share): (486,997,844)
-
Accumulated undistributed earnings: 2,438,515,969
Note 1: The priority of the order for the surplus distribution is to distribute the surplus from the year of 2025.
Note 2: The amount of shareholder's dividends less than NT$1 is transferred to the Company's employee welfare committee
3.1.4 The Effect on Business Performance, Earnings per Stock, and Return on Investment Proposed by Stock Dividend
Not available as there is no issuance of bonus shares in the year of 2025.
3.1.5 Employee Bonus and Directors’ and Supervisors’ Remuneration
A. Information Relating to Employee Bonus and Directors’ and Supervisors’ Remuneration in the Articles of Incorporation
According to Article 32 of the Company's Articles of Incorporation, the Company shall distribute employee compensation based on no less than 2% of the annual profit, including no less than 1% of the annual profit allocated to grassroots employees, and distribute directors' compensation based on no more than 3% of the annual profit. If the Company has accumulated deficit, the current year’s net earnings shall offset the accumulated deficit. The above-mentioned remuneration to employees might be in the form of cash or shares. The Board of Directors has the discretion on the conditions and procedures of making such distributions. It might also be distributed to eligible employees of the subsidiary companies.
B. The Calculation Basis of Allocating Directors’ and Supervisors’ Remuneration, Employee Bonus in Stock and The Accounting Adjustment If The Actual Distribution Amount Is Different from The Estimated Amount
-
The method of valuation shall be handled in accordance with Article 32 of the Company Charter.
-
Proposed by the 2nd Remuneration Committee meeting of session six (March 6, 2026) and resolved by the 5th Board of Directors meeting of session eighteen (March 6, 2026), the remuneration to directors and supervisors, calculated as no more than 3% of the net earnings, amounts to NT$18,882,992 and is paid in the form of cash.
-
Resolved by the 5th Board of Directors meeting of session eighteen (March 6, 2026), the bonus to employees amounts to NT$55,504,554, including amount of NT$23,340,000 to the grassroots employees, and is paid in the form of cash.
III
- There is no difference between the resolved amount above and the recognized amount in 2025.
C. Profit Distribution Approved by the Board of Directors for Employee Bonus and Directors’ and Supervisors’ Remuneration
- The amount of employee remuneration and director remuneration distributed in cash or stock. If there is any discrepancy from the estimated amount of recognized expenses in the year, the discrepancy, reason and treatment shall be disclosed:
Resolved by the 5th Board of Directors meeting of session eighteen (March 6, 2026), remuneration to directors and supervisors amounts to NT$18,882,992 and the bonus to employees amounts to NT$55,504,554, including amount of NT$23,340,000 to the grassroots employees, both paid in the form of cash. There is no difference between the resolved amount above and the recognized amount in 2025.
- Ratio of employee compensation distributed in stock to the net profit after tax and total employee compensation: None.
D. The Difference between Actual Distribution and the Recognized Amount of Employee Bonus, Directors’ and Supervisors’ Remuneration in the Previous Year (including the Number of Shares Distributed, Amount and Stock Price), the Reasons and Adjustments Shall Be Stated:
3.1.6 Treasury Stock Buyback
3.2 Issuance of Corporate Bonds
A. On March 26, 2012, Board of Directors passed the resolution to issue NT$2 billion of domestic secured corporate bonds. Financial-Supervisory-Securities-Corporate Issue No. 1010029026 was approved by Financial Supervisory Commission on July 2, 2012. This issuance was completed on July 12, 2012. The full amount of bullet repayment has been occurred on July 12, 2017.
B. On March 15, 2013, Board of Directors passed the resolution to issue NT$2.5 billion of domestic secured corporate bonds. Financial-Supervisory-Securities-Corporate Issue No. 1020040481 was approved by Financial Supervisory Commission on March 15, 2013. This issuance was completed on November 21, 2013. The full amount of bullet repayment has been occurred on November 21, 2018.
C. On March 22, 2017, Board of Directors passed the resolution to issue NT$2 billion of domestic secured corporate bonds. Taipei-Exchange Issue No. 10600150871 was approved by Taipei Exchange on June 12, 2017. This issuance was completed on June 19, 2017.
D. On March 20, 2018, Board of Directors passed the resolution to issue NT$2.5 billion of domestic secured corporate bonds. Taipei-Exchange Issue No. 10700144711 was approved by Taipei Exchange on June 6, 2018. This issuance was completed on June 15, 2018.
E. On May 6, 2022, Board of Directors passed the resolution to issue NT$2 billion of domestic secured corporate bonds. Taipei-Exchange Issue No. 11100056491 was approved by Taipei Exchange on June 9, 2022. This issuance was completed on June 16, 2022.
F. On May 8, 2023, Board of Directors passed the resolution to issue NT$2.5 billion of domestic secured corporate bonds. Taipei-Exchange Issue No. 11200052541 was approved by Taipei Exchange on June 6, 2023. This issuance was completed on June 13, 2023
Prince Housing & Development Corp. | 69
Issuance of Corporate Bonds
| Type of Corporate Bonds | 1st Domestic Secured Corporate Bonds in 2022 | 1st Domestic Secured Corporate Bonds in 2023 |
|---|---|---|
| Issuance Date | Jun. 16, 2022 | Jun. 13, 2023 |
| Par Value | NT$1,000,000 | NT$1,000,000 |
| Issuance Price | At Par | At Par |
| Total Price | NT$2 billion | NT$2.5 billion |
| Rate | Fixed rate 1.58% | Fixed rate 1.54% |
| Period | 5 years. Maturity date: Jun. 16, 2027 | 5 years. Maturity date: Jun. 13, 2028 |
| Guarantee Agency | Bank of Taiwan | Bank of Taiwan |
| Trustee | Mega International Commercial Bank | CTBC Bank |
| Underwriter | BankTaiwan Securities Co., Ltd. | BankTaiwan Securities Co., Ltd. |
| Lawyer | Sheng-Jun Lin | Sheng-Jun Lin |
| Certified Public Accountant | Kao Hwa, Wang & Chung-Yu Tien | Kao Hwa, Wang & Jun Kai Wang |
| Repayment | Bullet | Bullet |
| Outstanding Amount | NT$2 million | NT$2.5 million |
| Redemption or Early Repayment Clause | None | None |
| Covenants | None | None |
| Credit Rating | None | None |
| Other Rights of Bondholders | None | None |
| Conversion Rights | None | None |
| Amount of Converted or Exchanged Common Shares, ADRs or Other Securities | None | None |
| Dilution Effect and Other Adverse Effects on Existing Shareholders | None | None |
| Custodian | None | None |
3.3 Issuance of Preferred Shares
3.4 Issuance of Global Depository Receipts
3.5 Issuance of Employee Stock Options
3.6 Status of New Shares Issuance in Connection with Mergers and Acquisitions
3.7 Status of Capital Utilization Plan
A. Description of the Plan
Please refer to the MOPS website: https://mopsov.twse.com.tw/mops/web/bfhtm_q2
Market Observation Post System Home page > Basic Information > Information of Other Domestic Securities > Inquiry on Basic Information of Ordinary Corporate Bonds
B. Status of Implementation
Please refer to the MOPS website: https://mopsov.twse.com.tw/mops/web/bfhtm_q2
Market Observation Post System Home page > Basic Information > Information of Other Domestic Securities > Inquiry on Basic Information of Ordinary Corporate Bonds
Chapter IV
Operational Highlights
IV
Operational Highlights
IV. Operational Highlights
4.1 Business Activities
4.1.1 Business Scope
A. Main Areas of Business Operations
- Construction: Design, build, operate, rent, and agency of land, commercial and residential buildings; manufacturing, transaction and consignment of construction raw materials; agency of promotion on construction technique; urban renewal, land rezoning and developing; any domestic and international construction project, architecture design of professional building etc.
- Hospitality & Lodging: Build, operate and manage National Taiwan University and National Cheng Kung University dormitory BOT projects and Academy Hotel; enter hospitality industry by investing and building while entrusting operation and management rights to the professional team. Examples such as Times Square International Hotel (W Hotel Taipei and Hotel Resonance Taipei), The Splendor Hotel Taichung and Howard Beach Resort Kenting.
- Others: Security and guard service, property management and maintenance, real estate development, lease and sale, utility and facility plan, design, construction and investment. In addition to the licensing business, an operating act is not prohibited or restricted.
B. Revenue Distribution
The year of 2025; Unit: NT$ thousand
| Major Division | Sales | Percentage (%) | Note |
|---|---|---|---|
| Construction | 5,397,388 | 58% | - |
| Hospitality & Lodging | 3,552,921 | 38% | - |
| Other Operating | 404,390 | 4% | - |
| Total | 9,354,699 | 100% | - |
C. Current Product Lines, New Product Developments and Future Services
Current products and services would be the basis of future business plans.
- Operating Division: Steady and robust growth.
a. Products
- Core Business: Focus on building and selling residential and commercial projects.
- Construction: Focus on undertaking public projects and private development cases.
b. Business management
- Implement overall performance management system, introduce a learning organization and improve management profits.
- Emphasize on talent development and capable management team.
-
Make good use of information tools to enhance decision-making efficiency and quality.
-
Hospitality, Lodging and Other Divisions:
a. Hospitality and Lodging: Times Square International Hotel, Times Square International Stays, The Splendor Hotel Taichung, Howard Beach Resort Kenting and BOT projects.
b. Property Management and Lease: Commercial buildings and premises for rent; social housing services; integrate security and guard service and property management.
c. Biochemical Science and Technology: Invest in ScinoPharm Taiwan, Ltd.
Operational Highlights IV
4.1.2 Industry Overview
A. Industry Status and Development
- Construction: In recent years, the residential market has been affected by policies and credit regulations, shifting from a period of high growth to a phase of steady development. Furthermore, consumers' increasing demands for building quality, safety, earthquake resistance, and energy efficiency have driven the construction industry towards higher quality and more advanced technologies.
- Hospitality, Lodging and Others: In recent years, Taiwanese people have placed greater emphasis on the quality of their travel experiences, leading to a shift in the accommodation market from price competition to differentiated operations focused on brand and accommodation experience. The property management industry, with the increasing prevalence of multi-unit residential buildings and larger community sizes, is experiencing continuous demand growth, and the overall market is developing towards professional and integrated services.
B. Correlation within the industry
- Construction: Upstream is mainly the supply of raw materials for land and building materials. Sources of land mainly come from land purchase, release of state-owned land and cooperative construction, etc. In terms of building materials, due to the increase in the price of raw materials in recent years, the cost of various building materials has increased. It is necessary to maintain a balance between cost control and maintenance of quality, and to find new building materials and equipment to optimize the cost balance. Midstream is mainly the design and planning of engineers, architects, architecture contractors and construction contractors. Downstream is mainly self-sale or commissioned sales by professional marketing companies.
- Hospitality, Lodging and Others: Due to the characteristics of leasing and hospitality industries, it is mainly based on the service industry, and there is no obvious specific distinction between upstream and downstream industries. In recent years, the dependence on digital service platforms has increased, and the influence of upstream service platforms on the industry's exposure and usage has become increasingly apparent.
C. Product Development Trends and Competition
- Construction: In recent years, real estate sales have been greatly affected by government policies, the shrinkage of developable land and the economy. Following the change in demographic structure, the demand for home purchases is obviously concentrated in high-end and small-scaled residences. Digitalization, sustainable architecture, and green energy are receiving more and more attention. The trend of transformation to the next generation is becoming increasingly obvious.
- Hospitality, Lodging and Others: The hospitality industry is trending towards branding and specialization, and market competition is becoming increasingly fierce. To meet these challenges, companies need to improve the quality of their facilities and services, create unique accommodation experiences, and provide professional services.
IV
4.1.3 Research and Development
The construction and hospitality industry are mature. The Company has not set a budgeted expenditure plan for technical expertise and engineering research and development. However, with the changes in the natural environment, industrial structure and social manpower supply, the Company keeps conducting market trend analysis and customer demand survey at all times to seek approaches to improve application techniques.
In recent years, the number of domestic construction labor has decreased, the lack of manpower has been reported and the positions of technical workers have been vacant. The Company is committed to research and improvement of construction technology, and regularly sends our staff to learn the latest construction methods that can provide environmental protections. In terms of internal management, it makes full use of technological equipment to digitize and standardize the company's internal information transmission, improve management efficiency and reduce operating costs.
Besides, the Company actively promotes the "cloud service system", based on the original security management, combining food, clothing, housing, transportation and other life service functions, integrating overall resources to create smart homes with "quality carving, service upgrade, continuous innovation and good value for money".
4.1.4 Long-term and Short-term Development
A. Short-term Development:
- Construction: The main axis will be based on the development of transportation routes and new suburbs. The appropriate products will be planned according to the needs of the customers in the area.
- Hospitality, Lodging and Others: Upgrade hardware, improve service quality, integrate marketing channels, enhance brand appeal, and plan product packaging that meets the needs of different groups to increase occupancy rates and profit margins.
B. Long-term Development:
- Construction: Lock in local residential and commercial needs, coordinate with regional development trends, continue asset activations, effective cost control and precise land purchase, launch high-quality and provide affordable products for a better living place to the public; at the same time, actively cultivate talents and prudently invest for shareholders to create maximum benefits.
- Hospitality, Lodging and Others: Continuously improve and advance the quality of software, hardware facilities and services, provide customers with customized and personalized products and services through flexible and diverse product packaging, while strengthening the cultivation of talents and the improvement of efficiency in order to continue to provide stable profits.
4.2 Market and Sales Overview
4.2.1 Market Analysis
A. Sales (Service) Region
IV
| Area | Commercial Building | Housing and Apartments | Note | |
|---|---|---|---|---|
| Taipei | 1. Neihu Financial Center2. Prince Building3. President International Tower | 1. Prince Global Village2. Shan Ger Li La3. Prince International Village4. Prince Sun Town5. Prince Phoenix Town6. Prince Tun Yuan7. Prince Beauty Hall8. Prince Mei Sui9. Prince Vacation10. Prince 10111. Sansia International Village12. Guishan Global Village13. Prince Jin-Hua | 14. Prince Sky Building15. Prince College16. Taipei Sinyi17. Central Park18. Prince Fu19. Prince Fu II20. Prince Fu III21. Prince Yu Ding22. Prince Hwa Wei23. Prince W24. Prince Shin Yi (Xin Chung)25. Prince Pine Garden26. Prince Yuan | Taipei Area:1. Taipei City2. New Taipei City3. Taoyuan City4. Hsinchu County |
| Taichung | Wanton Financial Center | 1. Prince New Generation2. Prince Manor3. Ping Chun Fung Chia4. Prince Sen Huo5. Prince Yuan Ye6. Lin Tung Boulevard7. Prince Zuo Shin Ming A8. Chan Chan Prince9. Prince Culture10. Prince Yo Life11. Sung Guan Prince12. Yun Yun Prince13. Prince Ju | 14. Prince Hui15. Prince Dau16. Prince Fu17. Jing Yun Sian18. The Cloud Century19. Prince Hai Yan20. Ching Fung Jing21. Prince Xian Heng22. The Cloudy Century A23. W Epoch24. Prince Holiday Mansion25. Prince Lucky Villa26. Prosperous New World | Taichung Area:1. Taichung City2. Chunghwa City/County3. Nantou City/County |
| Tainan | 1. Prince Building2. Prince Finance Building | 1. Century Empire2. Fashion Spring3. Southern Taiwan Science Splendor4. Prince Golden Brick5. Century Splendor6. Wen Yuan Hall7. Fashion House8. Prince Fu Di9. Prince Wen Yuan10. Prince New Culture11. Golden Age12. Culture Hall13. Prince Fung Ho | 14. Nan Ger Zi Li15. Prince New Culture II16. Prince Flower Bo II17. Prince Mei Xue18. Prince Flower Bo III19. Prince Fung Yun Hui20. Prince i-Cloud21. Prince WIN22. Prince Flower Bo Five23. Prince Jun Fon Huei24. World of Peak25. Prince WIN2 Future | Tainan Area:1. Tainan City2. Yunlin City/County3. Chiayi City/County |
| Kaohsiung | None. | 1. Prince Space2. Prince Harvard3. Prince Chun Di4. Prince Dragon House5. Prince In Mon Hu6. Prince Chun Pin7. Prince Chun Pin Haw Chia8. Prince Dian Sha9. Prince Sha Lui Di10. Prince Seattle11. Prince Tun-Yuan+12. Prince Dragon | 13. Prince New York 57th Street14. Prince Culture15. Prince Yuan-Shan16. Prince Town17. Prince Shi Bo18. Prince Shi Yun19. Prince Hua Yang20. Prince Bon21. Prince Cloud C22. Prince Cloud D23. Prince Castle24. Cozy Prince Mansion | Kaohsiung Area:1. Kaohsiung City2. Pingtung City/County |
IV
| Area | Construction Projects | Hotel and Tourism | Note |
|---|---|---|---|
| Taipei | 1. Taipei City Hall Bus Terminal Station BOT2. Taoyoan Airport MRT station (partial)3. Sun Bao Beitou project4. Shin Chung Fu Do Hsin commercial and residential buildings5. National Palace Museum (Partial)6. Canon Business Center7. Dun-Sun Art Village8. Mechanical and Electrical Engineering Project in Shi San Yun9. Taoyuang Da Tan Power Plant10. Xindian Antai Road project11. Taoyuang Zhinglu Section project12. Nangang commercial building construction project13. Beitou Shilin Science Park Project Phase II West Base14. Sheng-feng Construction Corp. Mingde Section15. Taoyuan Zheng-Guang Road Police Quarters Public Office Redevelopment Project16. Jincheng Interchange Project17. Yangmei Logistics Project18. Taoyuan Aerotropolis Logistics Project | 1. Times Square International Hotel2. Times Square International Stays3. NTU Chang Hsing Dormitory4. NTU Shui Yuan Dormitory5. NTU Hsiu Chi House | Taipei Area:1. Taipei City2. New Taipei City3. Taoyuan City4. Hsinchu City/ County |
| Taichung | 1. National Taiwan Hospital, Yuling Branch2. Shi Bin Express Highway (partial)3. High Speed Railway Chunghwa Station Project4. Taichung Port Logistics Project (Phrase I)5. Taichung Port Logistics Project (Phrase II) | 1. Splendor Hotel Taichung (investment holding) | Taichung Area:1. Taichung City2. Chunghwa City/ County |
| Tainan | 1. Wu Hu Lio Bridge project2. Tainan Spinning Dream Mall Project3. Shi Bin Express Highway (partial)4. Jun-Jia Center5. Tainan Spinning Square project6. Tianan Express Highway7. Tianan Spinning geological survey8. Special Trade 5D collective housing9. Bei-An Rezoning (Tainan City Government + Taipower)10. Xinshi Logistics Park (Uni-President Express Corp.)11. Civil engineering and electromechanical engineering for Ta-Chiao project12. Xinshi Logistics Park-Uni-President Cold-Chain Corp.13. Xinshi Logistics Park-Retail Support International Corp.14. Xinshi Logistics Park-Wisdom Distribution Service Corp.. | 1. NCKU Prince House2. Academy Hotel | Tainan Area:1. Tainan City2. Yuling City/ County3. Chiayi City/ County |
| Kaohsiung | 1. Kaohsiung MRT (partial)2. Budda Memorial Center3. Chia Chao Station4. Hun Shan Shin Shin Section Project5. Landscape project of Chen Jin Lo | 1. Howard Beach Resort Kenting (investment holdings) | Kaohsiung Area:1. Kaohsiung City2. Pitung City/ County |
Operational Highlights
IV
B. Market Share
- Construction: As there is no complete statistical data related to housing sales in Taiwan over the years, it is impossible to calculate the current annual sales volume of the Company in the market share.
- Hospitality, Lodging and Others: Due to the characteristics of the premises leasing and lodging industry, there is no reference for effective market share calculation.
C. Market Supply and Demand and Future Growth
Based on the analysis of the future market trend in terms of supply, demand and growth.
1. Supply
- Construction: In recent years, while building permit issuance and new housing starts have remained high, market transaction volume has shrunk significantly due to government housing policies and domestic and international political and economic situations. Supply pressure has gradually increased, and the overall housing market is showing regional differentiation, returning to rational transactions. As the public's demand for housing upgrade, the space in metropolitan areas is limited. Our future products will focus on the effective use of land and product differentiation, and improve the quality of living to meet the needs of different classes.
- Hospitality, Lodging and Others: In recent years, Taiwan's tourism demand has continued to grow, and the supply of accommodation has also gradually increased, indicating that the tourism market has recovered significantly. Furthermore, top international brands have been establishing and expanding their presence in Taiwan, suggesting that supply growth should continue in prime locations and the high-end market.
2. Demand
- Construction: The demand side of the real estate market can be divided into two main markets as following:
a. Basic demand market: This market is for self-occupation and self-use, including housing upgrade and new purchase of housing. This type is the real estate demand, which is less affected by the fluctuation of the economy. Furthermore, with the current population structure gradually shifting towards smaller families and single-person living, this market continues to maintain stable growth in demand.
b. Investment demand market: There are two types of such market demand. The first type is investment-based market demand, which regards real estate as an investment tool. When there is room for profit, they purchase as a medium and long-term investment and enjoy rental income or value-added income; the second type is the speculation-based market demand. This kind of demand is usually a false signal and often occurs during the real estate boom. This market is currently shrinking, and a wait-and-see attitude prevails.
- Hospitality, Lodging and Others: Taiwan's hospitality market has now fully recovered to pre-pandemic levels. In addition to launching various initiatives to revitalize domestic tourism, the government is also actively promoting and developing the international tourism market. The tourism boom continues unabated, and the concert economy is also generating considerable spending on hospitality, suggesting that the tourism market is poised for continued growth in the future. With the stable development of the real estate market and the growth of the rental housing market, the demand for property management has also shown a steady upward trend.
3. Growth
- Construction: With the continuous development of the economy, the government will continue to
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IV
invest in various infrastructures, and the construction industry is expected to benefit and continue to grow. In terms of the residential market, high-tech buildings, green buildings and sustainable development have become the trend of the global construction industry. While facing new challenges, they also bring more business opportunities and future development. On the basis of the good foundation, the Company will meet market demand and improve competitiveness through various innovations and transformations.
- Hospitality, Lodging and Others: The current emerging tourism market type is more focused on the improvement of software and hardware, product differentiation, and marketing topics. In particular, the millennial generation has become the main customer group of the hotel industry, and their strong consumption power will become a strong driving force for the tourism industry. The future development trend is promising, and the tourism market will have more room for growth.
D. Competitiveness, Favorable and Unfavorable Factors and Countermeasure
1. Competitiveness
-
Construction: Since the Company founded in 1973, under the leadership of the honorary chairman Mr. Wu Hsui-Chi and the previous chairman, the Company adheres to the spirit of "Three Goods and One Fairness"-- "Good location, Good design, Good construction and Fair price". Followed by the abundant resources from the Tainan-backed affiliated companies, the Company designs and constructs international-grade architectural products, gains domestically excellent brand image, and therefore, provides the best living environment to the public.
-
Hospitality, Lodging and Others: The hotels in the Company's subsidiaries are located in the essence of the metropolitan area or well-known tourist hotspots. They also cooperate with world-renowned chains to provide customers with quality service and top enjoyment.
2. Favorable Factors
Construction:
a. As the limited supply of land in the metropolitan areas, the market price will remain stable.
b. The rezoning of the metropolitan areas continues to expand. The transportation construction and route extension such as high-speed railways, MRT systems and express highways drive the regional growth.
c. The boom in tourism in recent years has continued, followed by the micro-entrepreneurship trend that has spurred the young generation from Taipei metropolitan area to seek opportunities in the South, indirectly raising the price of the Central Taiwan and Southern Taiwan housing market.
d. With the rise of the awareness of quality of life in recent years, the requirements for the quality of living have increased, and the willingness to change houses has become more generalized to support the market demand for house purchase and house exchange.
- Hospitality, Lodging and Others: The brand positioning and market segmentation for W Hotel Taipei and Hotel Resonance Taipei are clear. The management team is excellent and experienced. It has a strong magnetic effect on the top of the consumer group pyramid
3. Unfavorable Factors
Construction:
a. Tand prices keep hitting new highs, the implementation of the trust-controlled system, the increase in interest rates brought by inflation, raw material price fluctuations, rising labor costs, and uncertainties of volatile international situations will increase the capital cost and holding risk of the Company in construction industry.
b. The government's implementation of loan restrictions and various measures to curb the housing
Operational Highlights
IV
market has led to a contraction in the housing market and a slowdown in price declines. This has resulted in a more conservative approach to home purchases, weak sales of newly built homes, and considerable pressure on developers to launch new projects.
c. The declining birth rate, coupled with changing work attitudes, has led to a shortage of labor and a growing gap in technical skills, increasing risks to construction quality and putting pressure on project schedules.
-
Hospitality, Lodging and Others: The hospitality industry is highly dependent on energy and human resources. Rising energy prices and labor shortages are causing operating costs to increase and squeezing profit margins. Furthermore, intense market competition and rising consumer expectations for travel will intensify future competitive pressures.
-
Countermeasure
-
Construction: The Company is committed to strengthening its financial structure, maintaining stable cash flow and diversified funding sources to mitigate financial risks. We continuously upgrade our technology, cultivate outstanding engineering talent, and strengthen cost control. We firmly believe that by adhering to the principles of "Three Goods and One Fairness" and the business philosophy of "We shape our buildings, and afterwards our buildings shape us," we will continue to attract homebuyers and those looking to upgrade their homes.
-
Hospitality, Lodging and Others: Internally, we will strengthen data analysis and management, implement intelligent systems to effectively control energy expenditures and save unnecessary human resource consumption, and enhance staff training to improve administrative efficiency and service quality. Externally, we will integrate channels for precise marketing, maintain existing advantages, strengthen unique features and memorable points, continuously retain customer loyalty, and enhance brand value.
4.2.2 The Production Process of Major Products
A. Use of Major Products
-
Construction:
-
Construction projects: planning, designing and contracting important public projects or private construction projects domestically or internationally, utility engineering, design and construction, etc.
-
Building sales: sub-divided into residential condominium, high-end residential buildings, commercial condominium stores, building stores and high-end pure offices. The residential property is designed to provide a comfortable living space for the owners, and the commercial property is planned to provide a good business environment to make full use of its functions.
We will actively evaluate urban renewal projects, urban dangerous and old building reconstruction projects, surface rights, comprehensive large-scale development projects, etc., and continue to develop towards comprehensive developers.
- Hospitality, Lodging and Others: Including rental of commercial building, hotel accommodation, hotel shopping mall operation, BOT student dormitory/hall operation and investment income, etc.
B. Production Process of Major Products
- Construction: The construction plans and engineering designs is on a case-by-case basis according to the contract, so hereby described as construction sales.
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- Hospitality, Lodging and Others: Mainly non-physical products, so there is no production process description.
4.2.3 Supply Status of Main Raw Materials
- Construction:
- Location selection: This stage is based on the source of land information, after general investigation, preliminary planning and profitability assessment. It would be the basic production materials for the Company -- construction sites.
- Planning and design: This stage is to conduct a comprehensive review on geology, laws and regulations, locate products and establish a business plan.
- Sales: After calculating the cost of products and analyzing the market conditions, determine the selling prices, advertising and promotional strategies.
- Engineering construction: After obtaining the government building permit, proceed with engineering construction according to the approved design drawings.
- Preservation and registration: After the application for the re-measurement of the area with the license issuance, the preservation and registration will be processed to ensure the protection of property rights.
- House transfer: After the construction has been completed and the government has approved the building, the property and the building will be transferred to the customer after inspection by the customer.
-
After-sales service: At this stage, the Company will set up a service center for buildings that have been transferred to customers to carry out after-sales service such as building maintenance, repair, community safety and cleaning.
-
Hospitality, Lodging and Others: Mainly non-physical products, so there is no supply status of main raw materials description.
Operational Highlights IV
4.2.4 Names of Customers Whose Total Purchases (Sales) Exceeded 10% in either of the Two Most Recent Years, along With Their Purchase (Sales) Amounts and Percentages, and Explanations For Any Changes
A. List of Major Suppliers in the Last Two Years
Unit: NT$ in thousand
| 2024 | 2025 | 2026 Q1 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer |
| Marketech International Corp. | 817,561 | 13.15 | None | China Steel Structure Co., Ltd. | 718,801 | 11.48 | None | China Steel Structure Co., Ltd. | 266,112 | 14.78 | None |
| Bao Cherng Metal Co., Ltd | 294,897 | 4.74 | None | Johnson M&E Engineering Co., Ltd. | 566,947 | 9.06 | None | Han Chiang Engineering Co., Ltd. | 228,987 | 12.73 | None |
| Han Chiang Engineering Co., Ltd. | 210,532 | 3.39 | None | Wan Century World Co., Ltd. | 539,387 | 8.62 | None | Kun Ying Resources Technology Co., Ltd. | 80,818 | 4.49 | None |
| Sheng-Yueh Engineering Co., Ltd. | 208,556 | 3.35 | None | Sheng-Yueh Engineering Co., Ltd. | 231,476 | 3.70 | None | Tung Ho Steel Enterprise Corp. | 62,005 | 3.45 | None |
| Te, Wu | 181,022 | 2.91 | None | Bao King International Co., Ltd. | 231,166 | 3.69 | None | Marketech International Corp. | 40,996 | 2.28 | None |
| Creative Design Group | 112,468 | 1.81 | None | Han Chiang Engineering Co., Ltd. | 164,215 | 2.62 | None | TCT Xenzo Industries Co., Ltd. | 38,629 | 2.15 | None |
| Jaie Haour Industry Corporation | 111,149 | 1.79 | None | China Uufolds The Environmental Protection Co., Ltd. | 131,875 | 2.11 | None | Taishin Technology Co., Ltd. | 37,683 | 2.09 | None |
| Kai Yih Steel Building Products Co. | 81,669 | 1.31 | None | Marketech International Corp. | 130,555 | 2.09 | None | Creative Design Group | 25,478 | 1.42 | None |
| Lead-Fu Industrials Corp. | 79,932 | 1.29 | None | Feng Hsin Steel Co., Ltd. | 127,024 | 2.03 | None | Ching Lung Ready Mixed Concrete Co., Ltd. | 25,344 | 1.41 | None |
| Taiwan Power Engineering Co., Ltd. | 77,649 | 1.25 | None | Evergreen Steel Corp. | 109,379 | 1.75 | None | Wei Li Enterprise Engineering Co., Ltd. | 25,213 | 1.40 | None |
| Others | 4,041,937 | 65.01 | Others | 3,307,472 | 52.85 | Others | 968,157 | 53.80 | |||
| Net Purchase | 6,217,372 | 100.00 | Net Purchase | 6,258,297 | 100.00 | Net Purchase | 1,799,422 | 100.00 |
N
B. List of Major Customers in the Last Two Years
Unit: NT$ in thousand
| 2024 | 2025 | 2026 Q1 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer |
| Uni-President Express Corp | 2,513,115 | 29.64 | Note 1 | Uni-President Express Corp | 1,887,284 | 20.18 | Note 1 | President Chain Store Corp. | 548,324 | 25.46 | Note 1 |
| Office of Housing Development, Taoyuan | 433,748 | 5.12 | None | President Chain Store Corp. | 1,135,234 | 12.14 | Note 2 | Uni-President Express Corp | 260,057 | 12.07 | None |
| Chunghwa Telecom Co., Ltd | 426,244 | 5.03 | None | Freeway Bureau, Ministry of Transportation and Communications | 806,075 | 8.62 | None | Office of Housing Development, Taoyuan | 185,763 | 8.63 | None |
| Freeway Bureau, Ministry of Transportation and Communications | 391,405 | 4.62 | None | Office of Housing Development, Taoyuan | 535,488 | 5.72 | None | Freeway Bureau, Ministry of Transportation and Communications | 56,998 | 2.65 | None |
| Bureau of Land Administration, Tainan City Government & Taipower South Branch | 245,298 | 2.89 | None | Chunghwa Telecom Co., Ltd | 397,386 | 4.25 | None | Chunghwa Telecom Co., Ltd. | 31,356 | 1.46 | Note 2 |
| President Chain Store Corp. | 213,107 | 2.51 | Note 2 | Retail Support International Corp | 232,289 | 2.48 | Note 3 | Tone Sang Construction Corp. | 23,249 | 1.08 | Note 4 |
| New Construction Office, Public Work Department, Taipei City Government | 139,285 | 1.64 | None | Hua, Ye & Pan | 97,537 | 1.04 | None | Mech-President Corp | 13,126 | 0.61 | Note 5 |
| Chien, Chen & Hong, Wang | 91,868 | 1.08 | None | Tone Sang Construction Corp | 92,994 | 0.99 | Note 4 | Panasonic Industrial Devices Sales Taiwan Co., Ltd. | 9,464 | 0.44 | None |
| Yu, Wang | 60,524 | 0.71 | None | Bureau of Land Administration, Tainan City Government & Taipower South Branch | 82,907 | 0.89 | None | Zebra Technologies Corp. | 6,088 | 0.28 | Note 6 |
| Retail Support International Corp | 60,461 | 0.71 | Note 3 | Uni-President Cold-Chain Corp. | 69,500 | 0.74 | Note 5 | Retail Support International Corp. | 3,898 | 0.18 | None |
| Others | 3,904,434 | 46.05 | Others | 4,018,005 | 42.95 | Others | 1,014,982 | 47.14 | |||
| Net Sales | 8,479,489 | 100.00 | Net Sales | 9,354,699 | 100.00 | Net Sales | 2,153,305 | 100.00 |
Note 1: Uni-President Express Corp. has been a substantial related party of the Company since August 1, 2021.
Note 2: President Chain Store Corp. has been a substantial related party of the Company since January 1, 2015.
Note 3: Retail Support International Corp. has been a substantial related party of the Company since March 31, 2025.
Note 4: Tone Sang Construction Corp. has been a substantial related party of the Company since January 1, 2011.
Note 5: Uni-President Cold-Chain Corp. has been a substantial related party of the Company since December 31, 2023.
Note 6: Mech-President Corp. has been a substantial related party of the Company since March 1, 2023.
As of Mar. 31, 2026
4.3 Overview of Human Resource
| Year | 2024 | 2025 | 2026 Q1 | |
|---|---|---|---|---|
| Number of Employees | Employees | 825 | 878 | 858 |
| Technician | 165 | 161 | 162 | |
| Others | 479 | 810 | 636 | |
| Total | 1,469 | 1,849 | 1,656 | |
| Average Age | 41.71 | 42.24 | 42.67 | |
| Average Years of Service | 6.62 | 6.27 | 6.84 | |
| Education | Ph.D. | 0% | 0% | 0% |
| Master | 7% | 7% | 7% | |
| Bachelor’s Degree | 63% | 59% | 60% | |
| Senior High School | 24% | 22% | 20% | |
| Below Senior High School | 6% | 12% | 13% |
Note : The increase or decrease is due to the reassignment of on-site personnel by Ta Chen Construction & Engineering Corp., Prince Security & Guard Co., Ltd., and Prince Apartment Management & Maintenance Co., Ltd. in accordance with changes in the project site.
4.4 Environmental Protection Expenditure Information
A. Environmental Protection Measures
Although the construction industry does not resemble manufacturing industry which causes noise and air pollution by discharging exhaust gas and waste water, during the construction period, it is likely to have pollution to the environment caused by wind sand, muddy roads, and dumping of waste near the construction site.
To reduce the harm to the environment, the contractors are required to submit a site management plan before construction starts to ensure that air, noise, water pollution and waste pollution can be effectively prevented. They are also required to follow relevant environmental protection laws and regulations, and inspect during the construction period. In terms of the surroundings, the greening on the construction site fences can beautify the city appearance and soften the construction site perception, and it can also help reduce the heat and the dust on the road. Additionally, building solar panels and setting up rainwater recycling equipment can reduce energy consumption. Therefore, during the construction period, the Company's construction sites will do their best to avoid causing similar dirty and messy situations, and will not cause inconvenience to residents near the construction sites, so as to achieve the effect of environmental protection and good relationship with neighbors. The Company will continuously improve the site management and pay attention to the impact of climate change on operational activities.
The Company gives priority to using green building materials in the material management of construction projects, such as paint, wood flooring, calcium silicate board, etc., to greatly reduce the safety concerns and impact of building materials on human health, while reducing the potential impact of building materials on the environment. When purchasing products for construction projects, we also give priority to products with water-saving labels, environmental protection labels, and energy-saving labels.
Hotel management and leasing of premises belong to service industry and less concerned about environmental protection. In 2025, all 3,851 units of air conditioners in NTU, National Cheng Kung University BOT, and STSP Prince House have been replaced with Class 1 energy-saving variable frequency air conditioners, allowing future customers to continuously achieve energy-saving, carbon-reducing and water-saving benefits in their homes, reducing the impact on the environment.
B. Environmental Expenditures for the Current Year And Up to the Date of Publication of the Annual Report
In 2025, the waste removal expenses were NT$3,558,355 dollar and the air pollution fees were NT$73,803 dollar at Tainan/ Kaohsiung construction sites.
4.5 Labor Relation
A. Employee Welfare Measures, Continuing Education, Training, and Retirement Systems and Implementation, as well as Labor Agreements and Various Employee Rights Protection Measures
1. Labor relationship
Since the Company was founded in 1973, the business has flourished and advanced to the top in the construction industry. In addition to its forward-looking and enlightened leadership, it also has excellent employees who are sincere, trustworthy, honest and practical. The staffs are willing to work diligently, because the Company has the following excellent measures:
a. A friendly and equal workplace
We are committed to fulfilling its corporate social responsibility and protecting the basic human rights of all its employees. We pledge to adhere to internationally recognized human rights norms and principles, including the Universal Declaration of Human Rights and the UN Global Compact, and respect the UN Guiding Principles on Business and Human Rights. We strictly abide by all laws and regulations, comply with local labor laws, and eliminate any human rights violations. We are also dedicated to providing appropriate care and attention to every employee, implementing employee welfare programs, and providing open communication channels to promote a harmonious workplan.
b. Smooth employee communication and grievance channels
We value the opinions and perspectives of every employee and encourage them to communicate directly with their supervisors if they have any concerns. Employees can also send emails to the President at any time via the Company mailbox. We also conduct regular surveys to ensure we comprehensively collect employee opinions and feedback.
c. Comprehensive salary and benefits
We offer our employees stable and competitive salaries. We have established Remuneration Committee responsible for setting and reviewing policies, systems, standards, and structures related to performance evaluation and compensation. Salary levels are determined based on factors such as employees' education and professional background, professional knowledge and skills, seniority, and individual performance. The reasonableness of compensation is reviewed in a timely manner according to actual operating conditions and relevant laws and regulations, and relevant proposals are submitted to the Board of Directors for deliberation and decision-making. Furthermore, we uphold the principle of equal pay for equal work for men and women; starting salaries are not differentiated based on gender.
We are committed to providing comprehensive employee benefits. To enhance camaraderie and well-being among colleagues, in addition to legally mandated labor and health insurance, group insurance (accident insurance and injury medical insurance), maternity and parental leave, and retirement benefits, Employee Welfare Committee has been established to provide employees with diverse welfare measures, such as: marriage, funeral, and maternity allowances, childcare or child education allowances, holiday bonuses, year-end and birthday bonuses, and employee health checkups. Every staff can apply for benefits from the Employee Welfare Committee based on
applicable projects, actively providing diverse benefits to colleagues and refining existing welfare programs to better comply with regulations and be deeply ingrained in employee morale.
d. Diverse career development and training
We schedule training courses according to the needs of employees at different stages. Upon joining the Company, employees are helped to familiarize themselves with the Company culture and environment and understand our business direction and philosophy. After joining, a series of courses are planned for different positions and levels to help employees carry out systematic learning and development.
- Retirement System and Implementation
Prince's employee retirement plan is divided into two categories: defined benefit obligations (old system) and defined contribution obligations (new system). According to the Labor Standards Act and the Labor Retirement Fund Act, employees who joined the Company before June 30, 2005 (included) are entitled to old system retirement pension. However, they are only entitled to new system retirement pension after choosing to qualify for the new system. Under the old system, 8% of each employee's salary was contributed monthly to a designated account at Bank of Taiwan. Under the new system, 6% of each employee's retirement pension bracket is contributed monthly to their individual retirement fund account.
In 2025, the total amount of retirement funds under the old and new systems set aside by the Prince Group was NT$54,316 thousand dollar. As of December 31, 2025, the amount of old system retirement reserves recorded in the accounts was approximately NT$6,163 thousand dollar and the balance of funds already transferred to the old system retirement fund account was NT$135,785 thousand dollar.
B. List the Losses Incurred Due to Labor Disputes in the Most Recent Year and Up to the Date of Publication of the Annual Report, and Disclose the Current and Future Estimated Amounts and Corresponding Measures. If It is Impossible to Reasonably Estimate, It Should Explain the Fact that It Cannot Be Reasonably Estimated
4.6 Information Security and Intelligent Property Management
A. Information Security Risk Management Framework
We adopt the PDCA (Plan-Do-Check-Act) method for information security management and established an Information Security Committee in 2022. The Committee is chaired by the Chief Information Security Officer, with heads of each departments serving as members. It oversees all aspects covered by ISO27001 or CNS27001 certification and is the highest authority and responsible unit for information security within the Company. The IT Department has a department head and subordinate groups such as the System Service Team, Engineering Team, and Operation Team, primarily responsible for information security matters within the scope of internal control measures. The head of the System Service Team is responsible for the Company's network infrastructure, system and database server management, equipment maintenance, and promoting information security concepts. Therefore, our information security management is divided into three levels from top to bottom: the Information Security Committee, the IT Department, and the System Service Team of IT Department
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B. Information Security Policies and Management Measures
The Company's information security management mechanism includes the following three aspects:
- Institutional regulations: The Company internally formulates relevant information security regulations and systems to regulate the information security behavior of the Company's personnel. The relevant systems are regularly reviewed every year to see if they comply with laws and regulations and changes in the operating environment, and make timely adjustments as needed.
- Hardware set-up: In order to prevent various external information security threats, the Company not only adopts a multi-layer network structure design, but also sets up various information security protection systems to enhance the security of the overall information environment.
- Personnel training: To improve the information security knowledge and professional skills of internal personnel, the Company offers information security training courses every six months. All colleagues should take the above-mentioned courses at least once a year. For those who are unable to attend in the physical courses due to work, the Company also has an online learning (E-Learning) course. If colleagues have not completed the information security course of the year through the above-mentioned physical or online courses, the IT Department and the Administrative Department will list and track it as an inspection item for the annual performance appraisal.
Based on the concepts of ESG reporting, the Company has established information security management principles: compliance, minimum necessity, clear responsibilities, and continuous improvement. We drive information security governance through the PDCA cycle, incorporating risk assessment, control measures, training, audit reviews, and improvements.
The IT Department's Systems Service Team submits its annual information security plan (including regular protective measures and improvement plans) for the following year before the end of each year. This plan is then reviewed and approved by the IT Department, the Information Security Committee, and the President. The Team then reports the progress of the information security plan's implementation quarterly to the Head of the IT Department, the Information Security Committee, and the President in the following year.
In accordance with the "Guidelines for the Establishment of Internal Control Systems by Publicly Listed Companies," the Audit Department incorporates "Control of Information and Communications Security Inspections" into the annual audit plan and conducts audits according to the scheduled timeline. If any deficiencies or risks are found, the audited unit and collaborating units are asked to review the findings, propose concrete improvement plans and timelines, and regularly track the progress of improvements to ensure the implementation of the Company's information security policy.
C. Specific management plan and resources invested in information security management
- In 2025, the Company has invested 209 people in information security training.
- The IT Department's Systems Services Team has assigned 3 people to cybersecurity improvement efforts.
- DR drill: Regular backup data recovery test at least once in every six months.
- Social engineering drills: Two social engineering drills were completed this year to enhance colleagues' information security awareness.
- Host vulnerability scan: Complete a host vulnerability scan this year and patch security vulnerabilities.
- Continue to pay attention to and respond to TWCERT's information security information sharing.
- Continuously upgrade the Forti network firewall device version to improve network security protection.
The Company's current specific implementation measures related to information security are as follows:
| Item | Specific management methods and resources invested |
|---|---|
| Firewall Protection | • Firewall setting connection. |
| • Additional applications are required for special connection needs. | |
| • Monitor, analyze and report firewall data. | |
| User Internet Control Mechanism | • Use automatic website protection system to control users' online behavior. |
| • Automatically filter users who may link to websites with Trojan horse viruses, ransomware viruses or malicious programs when surfing the Internet. | |
| Antivirus Software | • Use a variety of anti-virus software, and automatically update the virus pattern to reduce the chance of virus infection.. |
| Operating System Update | • The operating system is automatically updated. If it is not updated for some reason, the IT Department will assist. |
| Email Security Control | • Threat protection with automatic email scanning, prevent unsafe attachment files, phishing emails, spam emails, and expand the protection scope against malicious links before users receive emails. |
| • After the PC receives the email, the antivirus software will also scan for unsafe attachment files. | |
| Website Protection Mechanism | • The website has a firewall device to block external network attacks. |
| Data Backup Mechanism | • Daily full backup and hourly differential backup are set for important information system databases. |
| • Perform data recovery drills on a regular basis. | |
| Offsite storage | • The server and various information system backup files are stored separately in the branch office. |
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| Important Files Upload Server | • Important files of various departments in the company are uploaded to the server for storage, and are backed up and saved by the IT Department. |
|---|---|
| Information Center Inspection Record Form | •The information center inspection record form records the temperature and humidity of the computer room, data backup, anti-virus software update, network traffic and other records. |
| Information Security Joint Defense | • Apply to join the Taiwan Computer Emergency Response Team/ Coordination Center (TWCERT/CC), as a source of information security information sharing and information security publicity activities. |
D. List the Losses, Possible Impacts and Countermeasures of Major Information Security Incidents in the Most Recent Year and Up to the Date of Publication of the Annual Report. If It Is Impossible to Estimate Reasonably, the Fact That It Cannot Be Reasonably Estimated Shall Be Stated
- Date of occurrence of the event: 2025/10/07
- Cause of occurrence: Parts of the Company's information systems were attacked by hackers.
- Handling procedure: Upon detecting that some information systems were under hacker attacks, the Company activated information security protection measures and coordinated with technical specialists from external information security companies to handle the situation. All systems are undergoing security scans and tests to ensure information security and restore operations using daily backup data.
- Anticipated possible loss or impact: No losses occurred and the Company's operations were not significantly affected.
- Amount of insurance claims that might be obtained: Not available.
- Improvement status and future countermeasures: The Company strengthens its planning of information and network security protection measures to ensure information security.
E. Intellectual Property Management Plan and its Implementation Status Linked to Operational Objectives
- Intellectual property management plan:
As a construction company with over fifty years of experience, our brand is our greatest intellectual property asset. Combining operational goals with brand resources, we formulate relevant intellectual property management plans, utilize various management methods to safeguard the Company's intellectual property value, and report to the Board of Directors annually. This is a crucial aspect of our intellectual property management work. Currently, our intellectual property management scope covers: brands and trademarks, etc.
Brand and Trademark: The brand is Prince's greatest intellectual asset, and its management is crucial to the Company's future development. Trademarks, on the other hand, guarantee the brand's legal status and are invaluable assets for the Company's sustainable operation and continuous value enhancement. The Company has designated specific personnel to be responsible for brand management and related matters.
Trademark Management Strategy:
- Through prior research and assessment, we ensure the legality and exclusivity of intellectual property rights and avoid infringing on the intellectual property rights of other companies, thus forming the basis for accumulating brand equity.
-
Protect trademark rights, prevent infringement by others, and avoid harm to the company's trademark interests.
-
Adjust trademark strategies in response to changes in the external environment, such as laws and regulations, and investment conditions.
-
Implementation status in 2025:
-
The legal department conducted an inventory of all the Company's currently existing trademarks, with a totaling 24 items.
There is no trademarks expired in 2025.
There are three trademarks expiring in 2026; an evaluation will be conducted at that time to determine whether to apply for an extension.
- Report to the Board of Directors at least once a year, with the most recent report dated November 5, 2025.
4.7 Important Contracts
| Contract Type | Parties | Contract Date | Contents | Restrictions |
|---|---|---|---|---|
| BOT project | The Company & National Taiwan University (NTU) | Mar. 17, 2005 | NTU shall be responsible for obtaining the ownership or the rights of using the land in this plan and handing over to the Company for use. The Company shall complete the construction within 3 years from the date of establishment of the rights of using the land, and operate for 44 years. The Company can charge students for dormitory rent and other facility fees, and must transfer assets to NTU when the contract expires. | During the construction period, the ratio of total construction funds invested in the project with its own funds shall not be less than 30%. |
| During the operation period, the proportion of equity in total assets should not be less than 25%, and the proportion of current assets in current liabilities should not be less than 100%. | ||||
| The rights acquired in accordance with the contract shall not be transferred, leased, set a burden, or be the object of civil execution, except in accordance with the contract and with the consent of NTU. | ||||
| BOT project | The Company & National Cheng Kung University (NCKU) | May 10, 2005 | NCKU should be responsible for obtaining the ownership or the rights of using the land in this plan and handing over to the Company for use. The Company shall obtain a license for use within 3 years after signing the contract. The student dormitory and scooter spaces in this contract shall be in operation for 35 years from the start of operation; the rest shall be in operation for 50 years from the date of commencement of the project. The Company can charge students for dormitory rent and other facility fees, and must transfer assets to NCKU when the contract expires. | The rights acquired in accordance with the contract shall not be transferred, leased, set a burden, or be the object of civil execution except for those stipulated in the contract and approved by NCKU. |
| BOT project | Taichung City Government & Subsidiary Prince Chong-De Industrial Corp. | Dec. 15, 2023 | The period of this contract shall be calculated from the date of signing, including the "construction period" (within 5 years from the date of signing of this contract) and the "operation period" (45 years from the date of commencement of operation, until the expiration or termination of the license period date), a total of 50 years. Taichung City Government provides the land rights of land No. 1701, Ren-Mei Section, Beitun District, Taichung City to Prince Chong-De Industrial Corp. for the purpose of executing this contract. | Prince Chong-De Industrial Corp. shall provide a performance bond of NT$30 million before the scheduled signing date as a guarantee for the performance of all contractual obligations during the contract period of this case. If Prince Chong-De Industrial Corp. has no breach of contract or default during the contract period, it shall apply to Taichung City Government to release part of the performance bond obligation according to the time stipulated in the contract, and after the deposit amount is settled, the remaining performance bond will be transferred to Prince Chong-De Industrial Corp. without interest. When this contract ends, Prince Chong-De Industrial Corp. shall transfer all existing operating assets owned by Prince Chong-De Industrial Corp. and continue operating the project. When the contract period expires, Prince Chong-De Industrial Corp. shall remove all burdens and other legal restrictions on the object, and transfer the object to Taichung City Government free of charge before the expiration of the contract period. Both parties shall complete the transfer when the term of this contract expires. |
|---|---|---|---|---|
| BOT project | Taichung City Government & Subsidiary Prince Da-Li-Yi Industrial Corp. | May 9, 2025 | The period of this contract shall be calculated from the date of signing, including the "construction period" (within 3 years from the date of signing of this contract) and the "operation period" (from the date of commencement of operation, until the expiration or termination of the license period date), a total of 50 years. Taichung City Government provides two parcels of land, No. 185 and 186, Da-Xiao Section, Dali District, Taichung City (hereinafter referred to as the land in this case) to establish superficies to Prince Da-Li-Yi Industrial Corp. for the purpose of executing this contract. | Prince Da-Li-Yi Industrial Corp. shall provide a performance bond of NT$5 million before completing the signing of this contract with Taichung City Government as a guarantee for the performance of all contractual obligations during the contract period of this case. If Prince Da-Li-Yi Industrial Corp. does not have any breach of contract or the breach of contract has been improved after one year from the date of commencement of operation, Taichung City Government may reduce the performance bond to NT$2.5 million. Taichung City Government shall return the reduced guarantee amount to Prince Da-Li-Yi Industrial Corp. without interest within 30 days from the confirmed date, or the original performance guarantee shall be returned after Prince Da-Li-Yi Industrial Corp. replaces it with the new performance guarantee to Taichung City Government; when Prince Da-Li-Yi Industrial Corp.'s performance guarantee period stipulated in this contract expires, if there is no circumstance that the performance guarantee deposit should be deducted, Taichung City Government may release its performance guarantee obligation and return the performance guarantee deposit to Prince Da-Li-Yi Industrial Corp. without interest. |
| parties shall complete the transfer upon expiration of the term of this contract. When his contract expires, Prince Da-Li-Yi Industrial Corp. shall transfer all existing operating assets owned by Prince Da-Li-Yi Industrial Corp. for the construction and operation of this project and for the continued operation of this project. When the contract period expires, Prince Da-Li-Yi Industrial Corp. shall remove all burdens and other legal restrictions on the transferred object, and transfer the transferred object to Taichung City Government free of charge before the expiration of the contract period. Both | ||||
|---|---|---|---|---|
| Syndicated Loan | The Company & 7 Financial Institutions (including Mega International Commercial Bank) | Jan. 4, 2006 | The total amount of this syndicated loan is NT$2.16 billion. This syndicated loan includes long-term (secured) loan amount and guarantee receivable (secured) amount. | Before the full amount of debts are repaid, the current ratio, debt ratio and interest protection multiples should be maintained at a certain level and checked at least once a year. |
| Syndicated Loan | The Splendor Hospitality International Co., Ltd. (Subsidiary of The Company) & 6 Financial Institutions (including Taiwan Cooperative Bank and Yuanta Commercial Bank Co., Ltd.) | Sep. 27, 2023 | Signed a syndicated loan contract and applied for a total amount of NT$3 billion. This syndicated loan contract is jointly guaranteed by Prince Housing & Development Corp. and China Metal Product Co., Ltd. | Before the full amount of debts are repaid, tangible rights should not be negative. The current ratio, debt ratio, tangible rights and interest protection multiples of Prince Housing & Development Corp. and China Metal Product Co., Ltd. should be maintained at a certain level. |
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Chapter IV
Review and Analysis of Financial Conditions, Financial Performance and Risk Management
V
V. Review and Analysis of Financial Conditions, Financial Performance and Risk Management
5.1 Financial Status
The main reasons for the major changes in assets, liabilities and shareholders' equity in the last two years and their impacts. If the impact is significant, the future response plan should be explained.
| Year
Item | 2025 | 2024 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | Percentage |
| Current Assets | 21,016,716 | 21,660,738 | (644,022) | -2.97 |
| Financial Asset (non-current) | 4,111,493 | 3,869,374 | 242,119 | 6.26 |
| Equity Method Investment | 1,949,674 | 1,935,320 | 14,354 | 0.74 |
| Property, Plant and Equipment | 5,704,382 | 5,685,731 | 18,651 | 0.33 |
| Right-of-Use Assets | 5,209,280 | 5,688,048 | (478,768) | -8.42 |
| Investment Property | 7,057,226 | 5,375,919 | 1,681,307 | 31.27 |
| Intangible Assets | 1,692,004 | 1,750,775 | (58,771) | -3.36 |
| Other Assets | 406,683 | 617,061 | (210,378) | -34.09 |
| Total Assets | 47,147,458 | 46,582,966 | 564,492 | 1.21 |
| Current Liabilities | 5,388,669 | 4,245,014 | 1,143,655 | 26.94 |
| Long-term Liabilities | 8,852,000 | 8,930,000 | (78,000) | -0.87 |
| Other Liabilities | 6,962,414 | 7,416,998 | (454,584) | -6.13 |
| Total Liabilities | 21,203,083 | 20,592,012 | 611,071 | 2.97 |
| Share Capital | 16,233,261 | 16,233,261 | 0 | 0.00 |
| Capital Surplus | 2,260,513 | 2,260,513 | 0 | 0.00 |
| Retained Earnings | 5,606,767 | 5,557,696 | 49,071 | 0.88 |
| Other Equity | 1,655,615 | 1,714,547 | (58,932) | -3.44 |
| Treasure Stock | (1,003) | (1,003) | 0 | 0.00 |
| Non-Controlling Interest | 189,222 | 225,940 | (36,718) | -16.25 |
| Total Equity | 25,944,375 | 25,990,954 | (46,579) | -0.18 |
The change exceeds 20% in the last two years:
1. Increase in investment property: Mainly due to the purchase of the 27th floor of the Uni-President International Building for approximately NT$0.77 billion in January 2025, the transfer of approximately NT$0.34 billion due to the completion of the shopping mall, and the transfer of approximately NT$0.69 billion from the construction site.
2. Decrease in other assets: Mainly due to the decrease in other non-current assets and a decrease in deferred tax assets.
3. Increase in current liabilities: Mainly due to the increase in contract liabilities - current.
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Review and Analysis of Financial Conditions, Financial Performance and Risk Management
5.2 Financial Performance
The main reasons for the major changes in operating income, operating net profit and pre-tax net profit for the last two years and the expected sales volume and its basis, the possible impact on the company's future financial business and the corresponding plan.
| Item | 2025 | 2024 | Difference Amount | Percentage of Change |
|---|---|---|---|---|
| Operating Revenue | 9,355,207 | 8,479,494 | 875,713 | 10.33 |
| Less: Sales Returns and Discounts | (508) | (5) | (503) | 10060.00 |
| Net Operating Revenue | 9,354,699 | 8,479,489 | 875,210 | 10.32 |
| Operating Cost | (6,765,646) | (6,334,911) | 430,735 | 6.80 |
| Gross Profit | 2,589,053 | 2,144,578 | 444,475 | 20.73 |
| Operating Expenses | (2,060,401) | (1,870,449) | 189,952 | 10.16 |
| Operating Income | 528,652 | 274,129 | 254,523 | 92.85 |
| Interest Revenue | 89,014 | 99,912 | (10,898) | -10.91 |
| Other Revenue | 178,067 | 194,183 | (16,116) | -8.30 |
| Other Income and Losses | 68,773 | 38,422 | 30,351 | 78.99 |
| Financial Cost | (352,289) | (346,449) | 5,840 | -1.69 |
| Share of profit and loss of affiliated companies and joint ventures using the equity method | 81,905 | 96,159 | (14,254) | -14.82 |
| Profit Before Tax | 594,122 | 356,356 | 237,766 | 66.72 |
| Tax Benefit (Expense) | (95,751) | (71,857) | 23,894 | 33.25 |
| Profit After Tax | 498,371 | 284,499 | 213,872 | 75.17 |
| The change exceeds 20% for the last two years: | ||||
| 1. Increase in Sales Returns and Discounts, Gross Profit, Operating Income, Profit Before Tax and Profit After Tax: Mainly due to the increase in customer contract revenue. | ||||
| 2. Increase in Other Income and Losses: Mainly due to the increase of NT$17.5 million in gains from asset disposals and an increase of NT$13 million in gains from the valuation of funds held by The Company and its subsidiaries. | ||||
| 3. Increase in Tax Expense: Mainly due to the increase in profits and the increase in land appreciation tax |
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5.3 Cash Flow
| Opening Cash and Cash Equivalent Balance (1) | Net Cash Flow from Operating Activities (2) | Cash Outflow (3) | Cash Surplus (Deficit) (1)+(2)-(3) | Remedies for Cash Deficit | |
|---|---|---|---|---|---|
| Investment Plans | Financing Plans | ||||
| 8,367,153 | 1,585,684 | (2,271,871) | 7,680,966 | None | None |
5.3.1 Cash Flow Analysis for the Year 2025
Cash inflow (outflow) from operating activities: 1,585,684
Cash inflow (outflow) from investing activities: (980,016)
Cash inflow (outflow) from financing activities: (1,291,855)
Foreign exchange adjustment 0
5.3.2 Remedy for Cash Deficit and Liquidity Analysis: Not available.
| Year Item | 2025 | 2024 | Variance |
|---|---|---|---|
| Cash Flow Ratio (%) | 29.43 | 14.20 | 107% |
| Cash Flow Adequacy Ratio (%) | 290.78 | 412.64 | -30% |
| Cash Reinvestment Ratio (%) | 2.44 | 0.04 | 6000% |
The change exceeds 20% for the last two years:
- Cash Flow Ratio & Cash Reinvestment Ratio increase: Mainly due to the increase in net cash inflow from operating activities during the period.
- Cash Flow Adequacy Ratio decrease: Mainly due to the increase in capital expenditure.
| Opening Cash and Cash Equivalent Balance (1) | Budgeted Net Cash Flow From Operating Activities (2) | Budgeted Cash Outflow (3) | Budgeted Cash Surplus (1)+(2)-(3) | Planned Remedy for Cash Deficit | |
|---|---|---|---|---|---|
| Investment Plans | Financing Plans | ||||
| 7,680,966 | 1,506,400 | (2,385,465) | 6,801,901 | None | None |
| A. Analysis of cash flow changes in this year: a. Cash flow from operating activities: The planned development and investment projects for 2025 will be the sales from the projects originally scheduled to be completed in the year, so it is expected that there will be a net cash inflow from operating activities. b. Cash flow from investing activities: No net cash outflow from major investing activities is expected in 2025. c. Cash flow from financing activities: The estimated net cash outflow in 2025 includes repayment of bank loans and cash dividend payment. B. Planned remedy for cash deficit and liquidity analysis: Not available. |
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5.3.3 Analysis of Cash Liquidity for the Current Year
5.4 Impact of Major Capital Expenditures on Financial Status
The major capital expenditure for the year of 2025 was mainly financed by cash inflows from operating activities.
5.5 Reinvestment Policy, the Main Reason for its Profit or Loss, Improvement Plan and Investment Plan for the Coming Year
- Investment policies and profitability
The affiliated companies and joint ventures invested by the equity method include Geng-Ding Co., Ltd., Uni-President Development Corp., Amida Tustlink Assets Management Co., Ltd., PPG Investment Inc., and Queen Holdings Ltd. etc. The purpose of the investment is mainly related to the needs of the relevant business operation and the recognition of investment income. The investment benefits recognized in 2025 is NT$81,905 thousand dollar.
- Major investment plans expected in the coming year:
The investment plan for the next year will still focus on government BOT and superficies cases. Detailed plans will be designed based on actual conditions and carried out using a chartered company model. Currently, various plans are implemented according to the annual plan. In order to respond to market changes, if necessary, capital increase plans will be carried out in a timely manner to supplement the operational needs of each subsidiary.
5.6 Risks Should Be Analyzed and Evaluated in the Recent Years and the Following Matters as of the Date of Publication of the Annual Report
A. The Impact of Changes in Interest Rate, Exchange Rate, and Inflation on the Corporate Finance and Future Countermeasures
- The impact of interest rate changes on the corporate finance and future countermeasures:
As of the end of 2025 and the first quarter of 2026, the Company's long-term and short-term loans amounted to NT$9,758,900 thousand dollar and NT$9,743,900 thousand dollar, respectively, and financial costs were NT$352,289 thousand dollar and NT$86,402 thousand dollar. The Iraq War has spurred volatility in international energy prices, potentially increasing global inflationary pressures and boosting demand for safe-haven assets. This could lead to the US Federal Reserve (Fed) maintaining relatively high interest rates, and Taiwan's interest rate may also remain at a high level. We will continue to employ flexible funding strategies to achieve optimal financial synergies.
- The impact of exchange rate changes on the corporate finance and future countermeasures:
The business nature of the Company is mainly domestic demand industries. So far, overseas investments have had little impact on the Company's operations. The fluctuations in exchange rates have only adjusted the amount of net investment impacts on foreign operations, and have no significant impact on the Company's profit or loss. The recent conflict between the US and Iran has pushed up international oil prices and interest rates, putting downward pressure on the New Taiwan Dollar and potentially increasing energy import costs. In response, we will continue to monitor international financial markets and mitigate the impact of exchange rate fluctuations on its operations through prudent financial management and cost control mechanisms.
- The impact of inflation on the corporate finance and future countermeasures:
Looking forward to 2026, the potential threat to close the Strait of Hormuz amid the US-Iran
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conflict could drive up energy prices and increase market concerns about stagflation. Taiwan relies on imports for over 90% of its energy, posing a higher risk of imported inflation, which could impact the domestic economic cycle and demand for major construction projects. However, regional raw material supplies are expected to remain tight in certain periods, leading to cyclical fluctuations in the costs of building materials and labor. The Company will continue to employ competitive pricing strategies for raw materials to achieve optimal cost-effectiveness.
B. The Policies of Engaging in High-risk and Highly Leveraged Investment, Capital Lending, Endorsement and Guarantees, and Derivatives Trading, the Main Reason for the Company's Profit or Loss and the Countermeasures
- During the year of 2025 and as of May 15, 2026, the Company did not engage in transactions related to high-risk, highly leveraged investments and derivatives trading.
- As of the end of 2025 and the first quarter of 2026, the actual amount of the Company's capital lending to others was NT$0 and NT$0 dollar, respectively. The endorsements and guarantees for others was NT$1,725,000 thousand dollar and NT$1,750,000 thousand dollar. These amounts described above are under Prince Housing & Development Corp., the subsidiaries and affiliated companies with business transactions etc., and shall be handled in accordance with Procedures for Loaning Funds to Others and Procedures for Endorsement and Guarantee Implementation.
C. Future Research & Development Plan and Budgeted Research & Development Expenses
D. The Impact of Changes in Domestic and Foreign Policies and Regulations on Corporate Finance and Countermeasures
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The impact on the corporate finance:
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Construction: Various policies to stabilize house prices continue to be implemented, such as the suppression of taxation systems, trust management accounts, and the tightening of license examinations, etc., which have a certain degree of restrictions on the use of funds of the Company.
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Hospitality: In order to promote the development of the tourism, the Tourism Bureau of the Ministry of Communications has successively launched various tourist subsidies such as "Expanding Marketing in Ten Key Countries", "Exploiting Multiple Markets", "Travel Industry Counseling Management", "Safe Travel Subsidy 2.0", "Safe Travel Project", "Domestic Travel Project" and "Universal Cash Project" etc. The southbound policy encourages travelers to come to Taiwan and actively promotes the development of the tourism industry.
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Countermeasures:
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Construction: According to the regional characteristics, launch products that meet the needs of the market; at the same time, issue corporate bonds, increase other active capital sources, reduce the cost of capital and less rely on bank financing.
- Hospitality: Conform to industry trends and policies, integrate the Company's resources into real estate and tourist hotels investment, and inject long-term stable income.
E. The Impact of Changes in Technology and Industry on Corporate Finance and Countermeasures
For the construction business, the industry is relatively mature in technology. The environmental impact of industrial prosperity is greater than changes in technology. Effective cost control, prudent investment and talent cultivation are the three arrows of the Company's fight against recession. We
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adhere to our industry, focus on enterprise growth and thrive on the development of diverse industries, increase profits while operating steadily, and have achieved remarkable results. Through the advanced technology and management expertise, the profits from BOT accommodation and international five-star hotels have been steadily growing, and the stable profits from the hospitality and lodging department can enhance the overall performance of the Company's operations and achieve mutual benefits.
F. Impact of Changes in Corporate Image on Corporate Crisis Management and Countermeasures
During the year of 2025 and as of May 15, 2026, the Company did not report any adverse corporate image. The Company has traditionally built a high-quality corporate image of "Three Goods and One Fairness". In recent years, it has continued to build cloud systems, promote Prince's APP, sponsor arts and cultural activities and social care, etc., and actively maintain and enhance its corporate brand.
G. Expected Benefits, Possible Risks and Countermeasures for Merger & Acquisition
H. Expected Benefits, Possible Risks and Countermeasures for Plant Expansion
I. Risks and Countermeasures for Centralization of Purchases or Sales
J. The Impact, Risks and Countermeasures of the Substantial Transfer or Replacement of Equity from Directors, Supervisors or Major Shareholders Who Hold More Than 10% of the Shares
K. The Impact, Risk and Countermeasures of the Change in Management Rights of the Company
L. Litigation or Non-Litigation Events
M. Other Important Risks and Countermeasures
5.7 Other Important Matters
Chapter V
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Special Disclosure
VI. Special Disclosure
6.1 Information of Affiliated Enterprises
Please refer to MOPS website: https://mopsov.twse.com.tw/mops/web/t57sb01_q10
Market Observation Post System Home page > Electronic Books > Shareholders’ meetings > Consolidated Business Report of Affiliated Enterprises
6.2 Issuance of Private Placement Securities in Recent Year and as of the Date of this Annual Report
6.3 Other Necessary Supplement
6.4 Any Events in Recent Year and Up to the Date of the Annual Report Published that Had Material Impacts on Shareholders’ Interests and Securities Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Law of Taiwan
太子建設開發股份有限公司
Prince Housing & Development Corp.
We Shape Our Buildings; Thereafter They Shape Us