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Annual Report 2018

1Prince Housing & Development Corp.

ContentsLetter to Shareholders 4

2.1 Date of Incorporation 72.2 Company History 7

Corporate Governance Report3.1 Organization 93.2 Directors’, Supervisors’ and Managers’ Information 123.3 Implementation of Corporate Governance 223.4 Information Regarding the Company’s Audit Fee and Independence 353.5 CPA Replacement Information 363.6 If the chairman, president, and financial 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 363.7 Equity transferred and equity pledged (or changes thereto) by Directors, Supervisors, Department Heads and Shareholders of 10% Shareholding or More during the preceding year or in the current year up to the date of printing of the annual report 373.8 The relationship of the top ten shareholders as defined in the Finance Standard Article 6 393.9 Investments of Directors, Supervisors, managers and directly or indirectly controlled business on the reinvested business and the total shareholdings ratio 40

Capital Overview4.1 Capital and Shares 424.2 Issuance of Corporate Bonds 474.3 Issuance of Preferred Shares 484.4 Global depository receipts 484.5 Employee Stock Options 484.6 Status of New Shares Issuance in Connection with Mergers and Acquisition 484.7 Information on Implementation of the Company’s Funds Utilization Plans 48

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SpokespersonName: Ming-Fan XieTitle: PresidentTel: 886-2-2758-9599E-mail:[email protected]

Deputy SpokespersonName: Chun-Liang LinTitle: Assistant Vice President of FinanceTel: 886-2-2758-9599E-mail: [email protected]: Da-Chang TaiTitle: Manager of AccountingTel: 886-6-282-1155E-mail: [email protected]

Stock Transfer AgentPresident Security Corp.Address: No.8, Dongxing Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.)Tel: 886-2-2746-3797Website: www.pscnet.com.tw

AuditorsPriceWaterhouseCooper (PwC)Auditors: Chien-Chih Wu, Yi-Chang LinAddress: 22F., No.95, Minzu 2nd Rd., Lingya Dist., Kaohsiung City 802, Taiwan (R.O.C.)Tel.: 886-7-237-3116Website: www.pwc.com/tw

Overseas Securities ExchangeNone

Corporate Websitehttp://www. prince.com.tw

Headquarters, Branches and PlantHead OfficeAddress: 21F., No.11, Songgao Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.)Tel: 886-2- 2758-9599

Taichung BranchAddress: 14F., No.416, Sec. 2, Chongde 2nd Rd., Beitun Dist., Taichung City 406, Taiwan (R.O.C.)Tel: 886-4- 2242-7376

Tainan BranchAddress: 8F., No.398, Sec. 1, Zhonghua E. Rd., East Dist., Tainan City 701, Taiwan (R.O.C.)Tel: 886-6-282-1155

Kaohsiung BranchAddress: 11F., No.74, Zhongzheng 2nd Rd., Lingya Dist., Kaohsiung City 802, Taiwan (R.O.C.)Tel: 886-7-222-9891

2 Prince Housing & Development Corp.

I Letter to Shareholders

Operational Highlights

5.1 Business Activities 505.2 Market and Sales Overview 525.3 Human Resources 595.4 Disbursement of environmental protection 605.5 Labor Relations 60

Financial Information6.1 Five-Year Financial Summary– Consolidated Financial Statement 626.2 Five-Year Financial Analysis 666.3 Consolidated Financial Statements and Report of Independent Accountants for Years Ended December 31, 2017 and 2016 706.4 Non-Consolidated Financial Statements and Report of Independent Accountants for Years Ended December 31, 2017 and 2016 163

Review of Financial Conditions, Operating Results, and Risk Management7.1 Analysis of Financial Status 2697.2 Analysis of Operation Results 2707.3 Analysis of Cash Flow 2707.4 Major Capital Expenditure Items 2717.5 InvestmentPolicyinLastYear,MainCausesforProfitsorLosses, Improvement Plans and the Investment Plans for the Coming Year 2717.6 Analysis of Risk Management 2717.7 Other major matters 273

Special Disclosure8.I. Related Party 2758.2 Information of private offered securities 2858.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years 2858.4 Other Necessary Supplement 285

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Letter to Shareholders

Annual Report 2018

Chapter I

4 5Prince Housing & Development Corp.Prince Housing & Development Corp.

I Letter to Shareholders ILetter to Shareholders

I. Business Report

I. 2018 Business Report

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

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

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

II. Summary of the Current Business Plan

Looking forward to 2019, there will be still three black swan events, as witnessed by examples of the United States-China trade war, interest rate rise and the negative yield rate in the United States, all of which indicate the incoming of global economic storm. The United States-China trade war is the biggest economicuncertaintytotheglobalfinancialmarkets.Itnotonlyaffectstheentireeconomyofthetwosidesof the Taiwan strait, but also affects the development of the real estate market in Taiwan. Furthermore, the incoming presidential election in 2020 will certainly affect the overall domestic economy to some extent.

As for the real estate market, the housing market has gradually stabilized after the nine-in-one election. However, the three factors that will impact the future housing market include the high surplus amount of housing, high issuance of building occupation permits, and high issuance of future construction licenses, all of which will affect the recovery of the market and overall development of the housing market. However,theextensionoftheyouthloanpolicyfortwoyearsandthefixedfloatinginterestrateof1.68%

isoffered to thefirst-timehousepurchaser,whichareexpected toeffectivelyfacilitate thedevelopmentof the market. Moreover, the Company adopts a strategy of steady promotion on housing projects and we continuously improve our intelligent monitoring system for the reality management during the downturn period of the economy and housing market, so that we can effectively control the cost and enable more consumers to enjoy this system. At the same time, we also actively cultivate talents through educational trainings, to enhance the competitiveness of our employees and prepare for the future challenge in the industry. The construction projects of the Company that are expected to be completed in 2019 include: W Prince in Taipei and the project in Shuanglin section of Zhongli. As for the reinvested business, in addition to continuously improve the business effectiveness of the hotel and the school dormitory, the Company has completed the acquisition of the hotel business for the future individual IPO of each business entity. The overall human resources are expected to be effectively integrated and thus the entire business operational efficiencycanbeenhanced.

III. Future Development Strategy

The company has been dedicated and committed to constructing wonderful houses that suit for each one of our customers. We hope our human-factors engineering construction projects can offer excellent feng-shui houses with warmth and intelligence to all of the Prince’s customers. At present, the fifteen directors (including three independent directors) in the Company's board of directors have experience in professional finance, accounting and business administration. Their responsibilities include appoint and supervise the Company's management team to protect the rights and interests of stakeholders and optimize theprofitsforshareholders.Inthefuture,thespecificpromotionproposalswillbestipulatedtofulfilltheinelastic demand of the market. The chairman Mr. Lo also proposes the business philosophy of “three-product-elements enterprise”, which integrates the three product elements including the characteristic, brand image and unique taste into the Company's long-term vision.

Chairman :

Alex C. Lo

President:

HSIEH,MING-FAN

Head Accountant:

TAI,TA-CHANG

7Prince Housing & Development Corp.

I Letter to Shareholders


IICompanyProfile

Company Profile

Annual Report 2018

Chapter IIII. Company Profile

2.1 Date of Incorporation: September 20, 19732.1 Company History

Prince was founded on September 20 by Hsiu-Chi Wu, Yu-Li Hou, Zun-Xian Wu, Jyun-Jie Wu, Ching-Yuan Kao, Kao-Huei Cheng, Sheng-Ju Chuang, Xian-Fu Chuang, and Chang-Xing Wu in 1973. The changes in capital are as follows.

Year Milestones1973 Founded on September 20 with NT$37.5 million capital.

1975 Increased Capital to NT$97.5 million

1976 Increased capital to NT$120 million




1984 Increased capital to NT$327.6 million

1989 Increased capital to NT$1,300 million



1992 Increased capital to NT$3,948.75 million








2002 Decreased capital to NT$9,150.76 million













IIICorporate Governance ReportIII Corporate Governance Report

Sales Service

Engineering Affairs Service

Sales-Tainan Sales Dept.

Land Dvpt. Dept.

Design Dept.

Engineering Dept.

Engineering Mgmt.-Branches

Interior Design

Architectural Design

Office of Design -Branches

Human Resource

Investment Management

Finance

Finance Taipei

Administrative -Branches

General Affairs

Cost

Accounting

Investment Planning

Dormitory of NCKU, Tainan

Office of IT

Dormitory of NTU, Taipei

Technique Development

Land Dvpt.- Branches

Office of Land Development

Sales-Taichung

Sales-Taipei

Sales Dept.

Sales Dept.

Board of Shareholders

Board of Directors

Board ofSupervisors

SecretaryPublic AffairsLegal

Audit Office

Secretary Service

Planning Group

Cost Control

President

Administrative Service

Planning & Strategy Dept.

IT Dept.

Accounting Dept.

Finance Dept.

Administrative Dept.

Chairman

III. Corporate Governance Report

3.1 Organization 3.1.1 Organization Chart

Corporate Governance Report

Annual Report 2018

Chapter III



3.1.2 Function of Each Department

Department Functions

Sales I(Taipei)Sales II

(Taichung)Sales III

(Tainan, Kaohsiung)

1. Operation: Prepare property sale or lease contracts, arrange contracting and sales matters.

2. Advertisement: Plan and design the advertising of houses.3. Market research: Survey the real estate markets, collect, arrange, and

analyze market data.4. Service: Provide after-sales services.

Land Development

1. Land purchase: Investigate and analyze land information and conditions, evaluateprofitandlossoflanddevelopment.

2. Land registration: Register buildings, transfer property rights, control process and schedule of land registration.

3. Land asset management: Create and maintain database of the company’s land assets, compute land value tax and house tax, etc.

Design

1. Architectural design: Survey and measure before engineering design, register and manage original engineering design and engineering literatures.

2. Interior design: Assist interior decoration, evaluate and conduct alteration of interior design.

Engineering

1. Engineering management: Supervise construction quality and progress, evaluate external construction projects, acquire and develop construction projects, undergo construction acceptance, investigate engineering materials, and collect materials of construction and planning acts.

2. Technique Development: Research and develop in construction technique and technique cooperation, survey new techniques.

Administration

1. Administration: Responsible for the company stock affairs.2. General Affairs: Responsible for all general affairs.3. Human Resource: Responsible for all matters related to human resource

management.

Finance

1. Investment management: Collect and analyze data of the subsidiaries, monitor operations of subsidiaries and ensure their operations are consistent with budget estimates.

2. Finance: Prepare cash budgets, plan for long-term funds, collect and distribute cash to support each branch and each subsidiary, pay salaries, and manage cash and instruments in hand.

3. Finance in Taipei: Manage cash and instruments, deal with housing and landloans,researchinfinancialcommodities,andmeetthefinancialneedsof subsidiaries.

Department Functions

Accounting

1. Accounting: Examine each kind of vouchers, keep bills and vouchers safely, keep track of account receivables, prepare lists of property, complete affairs pertaining to taxation, and analyze expenses of each department.

2. Cost: Collect and organize each voucher or cost source, prepare different kinds of documents to maintain individual/ summary inventory and cost accounts.

Information Technology

1. Overall information technology and information security.2. Develop and maintain software programs.3. Responsible for IT vendor management and the contracts, acquirements,

and relationship with strategic IT vendors.

SecretaryOffice

1. Legal: Manage the company’s involvement in litigation, draft and review contracts and correspondence, participate in negotiation.

2. Public Relationship: Borden and deepen the company’s network of relationship across the foreign investors, the security investment companies, and company associations, serve as the company’s central contact for media and disseminate information regarding the company’s activities to the public.

3. Secretary: Conduct assignments from the chairman, the supervisors and the board of directors, arrange schedules, and manage artist paintings.

Planning & Strategy

1. Investment Planning: Identify effective investment strategies and conduct investment feasibility evaluation.

2. BOT projects: Operate dormitory BOT of National Taiwan University and National Cheng Kung University.

Cost Control1. Follow the company policy to purchase and deliver raw materials.2. Update costs of each project continuously from planning to settlement.

AuditOffice

1. Performauditingactivitiesidentifiedbytheboardofdirectors.2. Evaluate the internal control system and identify the effectiveness and the

efficiencyofeachoperationcycle.3. Report periodically the status of audit plan and provide related

recommendations as well as continuous improvement.4. Make certain that the company is in full compliance with the government

laws and regulations.



5

Unit: Shares; 12.31.2018

Spouse & Minor Shareholding

Shareholding by Nominee

Arrangement Experience (Education) Other Position

Executives, Directors or Supervisors Who are Spouses or within Two Degrees of

Kinship

Shares % Shares % Title Name Relation

- - - - - - - - -

425,013 0.03% - - MBA, UCLA, USA (Note 2) Director Hsiu-Ling Kao Spouse

- - - - BA, Dept. of Accounting, National Chung Yuan Christian Univ. (Note 2) - - -

- - - - - - - - -

- - - - BS, Dept. of Agricultural Economics, National Taiwan Univ. (Note 2) - - -

- - - - - - - - -

- - - - Marymount College USA (Note 2) Chairman Chih-Hsien Lo Spouse

- - - - Junior High School Director of Tainan Spinning Co., Ltd. Director Chien-Te Wu, Ping-Chih

Wu, Shih-Hung Chuang

Son, Son,

In-Law

- - - - - - - - -

239,010 0.01% - - MBA Managing Director of Kuen

Ching International Development Co. Ltd.

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 Director of Kuen Ching

International Development Co. Ltd.




- - - - - - - - -

44,329 0.00% - - BS, Dept. of Chemistry, Fu Jen Catholic Univ. Chairman of San Shin Spinning

Co., Ltd. - - -

- - - - - - - - -

- - - - MBA, Boston Univ., USA CEO of Times Square International Hotel Co., Ltd. Director Chao-Mei Wu

Tseng, Ping-Chih Wu, Chien-Te Wu

In-Law

- - - - BA, Dept. of Transportation &

Communication Management, National Cheng Kung Univ.

Chairman of Universal Cement Co., Ltd. Director Po-Ming Hou Brother

- - - - - - - - -

- - - - Chinese Culture Univ. Chairman of Tainan Spinning Co., Ltd. Director Po-Yi Hou Brother

- - - - - - - - -

5,624,933 0.35% - - Hsing Wu Univ. of Science and Tech. Director and President of Shin

Bo Fiber Co., Ltd. - - -

Ph.D., Dept. of English Teaching, National Kaohsiung Normal Univ. Independent Director of Tainan

Spinning Co., Ltd. - - -

400,000 0.02% - - Finance Manager of Uni-President Enterprises Corp., Nan Ying Senior Commercial & Industrial Vocational

School

- - - -

- - - - B.L., Dept. of Law, National Taiwan Univ., Secretary General of Southern

Taiwan Science Park Bureau

Secretary General of Southern Taiwan Univ. of Science and

Tech. - - -

3.2 Directors’, Supervisors’ and Managers’ Information3.2.1 Directors and Supervisors

4

3.2 Directors’, Supervisors’ and Managers’ Information 3.2.1 Directors and Supervisors

Title Nationality/

Place of Incorporation

Name Gender Date Elected Term

(Years)

Date First Elected (Note 1)

Shareholding when Elected Current Shareholding

Shares % Shares % Chairman

(Institutional Shareholder) Tainan City Uni-President

Enterprises Corp. - 6.21.2016 3 8.23.1973 (Note 1) 162,743,264 10.03% 162,743,264 10.03%

Chairman (Representitive) R.O.C. Chih-Hsien Lo M 6.21.2016 3 6.18.2013 - - - -

Director (Representitive) R.O.C. Tsung-Ping Wu M 6.21.2016 3 6.18.2013 - - - -

Director (Institutional Shareholder) Tainan City Joyful Inv. Co., Ltd. - 6.21.2016 3 4.03.1989 28,136,024 1.73% 28,136,024 1.73%

Director (Representitive) R.O.C. Li-Ling Cheng F 106.08.22 3 6.19.2001 - - 3,854,994 0.24%

Director (Institutional Shareholder) Tainan City

Kao Chyuan Inv. Corp. - 6.21.2016 3

4.03.1989 (Note 1) 45,437,308 2.80% 52,457,308 3.23%

Director (Representitive) R.O.C. Hsiu-Ling Kao F 6.21.2016 3 6.18.2013 425,013 0.03% 425,013 0.03%

Director R.O.C. Chao-Mei Wu Tseng F 6.21.2016 3 4.26.1986 39,023,030 2.40% 39,023,030 2.40% Director

(Institutional Shareholder) Tainan City Taipo Inv. Co., Ltd. - 6.21.2016 3 4.03.1989 83,740,587 5.16% 91,250,587 5.62%

Director (Representitive) R.O.C. Chien-Te Wu M 6.21.2016 3 4.03.1989 9,656,943 0.59% 9,656,943 0.59%

Director (Representitive) R.O.C. Ping-Chih Wu M 6.21.2016 3 6.24.2010 12,888,695 0.79% 12,888,695 0.79%

Director (Institutional Shareholder) Tainan City

Young Yuan Inv. Co., Ltd. - 6.21.2016 3 6.20.2012 14,969,463 0.92% 14,969,463 0.92%

Director (Representitive) R.O.C. Chung-Ho Wu M 6.21.2016 3 6.20.2012 5,209,847 0.32% 5,209,847 0.32%

Director (Institutional Shareholder) Taipei City

Hung Yao Inv. Co., Ltd. - 6.21.2016 3 6.24.2010 2,346,491 0.14% 2,346,491 0.14%

Director (Representitive) R.O.C. Shih-Hung Chuang M 6.21.2016 3 8.29.2013 1,687,748 0.10% 1,687,748 0.10%

Director R.O.C. Po-Yi Hou M 6.21.2016 3 6.15.2004 13,701,215 0.84% 13,701,215 0.84% Director

(Institutional Shareholder) Tainan City Yu Peng Inv. Co.,

Ltd. - 6.21.2016 3 6.21.2016 669,975 0.04% 669,975 0.04% Director

(Representitive) R.O.C. Po-Ming Hou M 6.21.2016 3 6.15.2004 22,923,624 1.41% 22,923,624 1.41% Director

(Institutional Shareholder) Taipei City Cheng Long Inv. Co.,

Ltd. - 6.21.2016 3 4.26.1986 (Note 1) 25,882,643 1.59% 25,882,643 1.59%

Director (Representitive) R.O.C. Ying-Chih Chuang M 6.21.2016 3 4.26.1986 310,020 0.02% 310,020 0.02%

Independent Director R.O.C. Peng-Ling Nie M 6.21.2018 3 6.21.2018 16,954 0.00% 16,954 0.00%

Independent Director R.O.C. Ho-Yi Hung M 6.21.2016 3 6.21.2016 - - - -

Independent Director R.O.C. Sheng-Tsai Hsu M 6.21.2016 3 6.21.2016 - - - -

Note 1: Uni-President Enterprises Corp. and Kao Chyuan Inv. Corp. stopped their director positions on Jun. 24, 2010 and reinstated on Jun. 18, 2013. Cheng Long Inv. Co., Ltd. stopped the director position on Jun. 18, 2013 and reinstated on Jun. 21, 2016.

Note 1: Uni-President Enterprises Corp. and Kao Chyuan Inv. Corp. stopped their director positions on Jun. 24, 2010 and reinstated on Jun. 18, 2013. Cheng Long Inv. Co., Ltd. stopped the director position on Jun. 18, 2013 and reinstated on Jun. 21, 2016.


5


Spouse & Minor Shareholding



Executives, Directors or Supervisors Who are Spouses or within Two Degrees of

Kinship

Shares % Shares % Title Name Relation

- - - - - - - - -

425,013 0.03% - - MBA, UCLA, USA (Note 2) Director Hsiu-Ling Kao Spouse

- - - - BA, Dept. of Accounting, National Chung Yuan Christian Univ. (Note 2) - - -

- - - - - - - - -

- - - - BS, Dept. of Agricultural Economics, National Taiwan Univ. (Note 2) - - -

- - - - - - - - -

- - - - Marymount College USA (Note 2) Chairman Chih-Hsien Lo Spouse

- - - - Junior High School Director of Tainan Spinning Co., Ltd. Director Chien-Te Wu, Ping-Chih

Wu, Shih-Hung Chuang

Son, Son,

In-Law

- - - - - - - - -

239,010 0.01% - - MBA Managing Director of Kuen

Ching International Development Co. Ltd.




3,875,760 0.24% - - MS of Chemical Engineering and MS of Industrial Management, USC, USA Director of Kuen Ching

International Development Co. Ltd.




- - - - - - - - -

44,329 0.00% - - BS, Dept. of Chemistry, Fu Jen Catholic Univ. Chairman of San Shin Spinning

Co., Ltd. - - -

- - - - - - - - -

- - - - MBA, Boston Univ., USA CEO of Times Square International Hotel Co., Ltd. Director Chao-Mei Wu

Tseng, Ping-Chih Wu, Chien-Te Wu

In-Law

- - - - BA, Dept. of Transportation &

Communication Management, National Cheng Kung Univ.

Chairman of Universal Cement Co., Ltd. Director Po-Ming Hou Brother

- - - - - - - - -

- - - - Chinese Culture Univ. Chairman of Tainan Spinning Co., Ltd. Director Po-Yi Hou Brother

- - - - - - - - -

5,624,933 0.35% - - Hsing Wu Univ. of Science and Tech. Director and President of Shin

Bo Fiber Co., Ltd. - - -

Ph.D., Dept. of English Teaching, National Kaohsiung Normal Univ. Independent Director of Tainan

Spinning Co., Ltd. - - -

400,000 0.02% - - Finance Manager of Uni-President Enterprises Corp., Nan Ying Senior Commercial & Industrial Vocational

School

- - - -

- - - - B.L., Dept. of Law, National Taiwan Univ., Secretary General of Southern

Taiwan Science Park Bureau

Secretary General of Southern Taiwan Univ. of Science and

Tech. - - -



Note 2: Current position with PHD and other company.

Name Current Position with PHD and Other Company

Chih-Hsien Lo

President of:

Hsiu-Ling Kao

Chairman of:

Director of:

President of:

Tsung-Ping Wu

Chairman of

Director of:

Supervisor of:

Li-Ling Cheng

hairman of:

Director of:

Supervisor of:

Uni-President Enterprises Corp., President Chain Store Corp., Uni-President Natural Industrial Corp., Ton Yi Industrial Corp., TTET Union Corp., Prince Housing & Development Corp., Cheng Shi Investment Holding Co., Ltd., Times Square International Co., Ltd., Dong Feng Enterprises Co., Ltd., Prince Industrial Co., Ltd., Prince Real Estate Co., Ltd., Kai Yu Investment Co., Ltd., President Packaging Corp., President International Development Corp., Tong Yu Investment Corp., Un-President Real Estate Co., Ltd., ScinoPharm Taiwan, Ltd., Uni-President Cold Chain Corp., Presco Netmarketing Inc., Uni-President Dream Parks Corp., Uni-OAO Travel Service Corp., Kai Nan Investment Co., Ltd., President Century Corp., Changjiagang President Nisshin Food Co., Ltd., Uni-President (Vietnam) Co., Ltd.Uni-President (Thailand) Ltd., Uni-President (Philippines) Corp., Uni-President China Holdings Ltd. (Cayman), Tong Ren Corp., President Enterprises (China) Investment Co., Ltd.President Nisshin Corp.President Baseball Team Corp., Nanlien International Corp., Tone Sang Construction Corp., Retail Support International Corp., Presicarre Corp., President Fair Development Corp., President Starbucks Coffee Corp., Uni-President Organics Corp., PK Venture Capital Corp., Uni-President Glass Industrial Co., Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co., Ltd., Uni-President Development Corp., Tait Marketing & Distribution Co., Ltd., Weilih Food Corp., Geng Ding Co., Ltd., Prince Property Management Consulting Co., Ltd., Kao Chyuan Inv. Corp., President Chain Store (BVI) Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Cayman President Holdings Ltd., Kai Yu(BVI) Investment Co., Ltd., President Packaging Holdings Ltd., Uni-President Southeast Asia Holdings Ltd., PT ABC President Indonesia, President Energy Development (Cayman Islands) Ltd., Uni-President Asia Holdings Ltd., Uni-President International (HK) Co., Ltd., Champ Green Capital Co., Ltd., Champ Green (Shanghai) Consulting Co. Ltd., Guiyang President Enterprises Co., Ltd., Shanghai President Enterprises Co., Taizhou President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd., Hefei President Enterprises Co., Ltd., Ningxia President Enterprises Co., Ltd., Xuzhou President Enterprise Co., Ltd., Hangzhou President Enterprise Co., Ltd., Jinan President Enterprise Co., Ltd., Guangzhou President Enterprises Co., Ltd., Hainan President Enterprise Co., Ltd., Nanchang President Enterprises Co., Ltd., Nanning President Enterprise Co., Ltd., Zhanjiang President Enterprise Co., Ltd., Changsha President Enterprises Co., Ltd., Zhengzhou President Enterprises Co., Ltd., Chongqing President Enterprise Co,. Ltd., Jangsu President Enterprises Co., Ltd., Hunan President Enterprises Co., Ltd., Uni-President Enterprises (TianJin) Co., Ltd., Shanxi President Enterprises Co., Ltd., Shenyang President Enterprises Co., Ltd., Changchun President Enterprise Co., Ltd., Shanxi President Enterprises Corp., Henan President Enterprises Co., Ltd., Baiyin President Enterprise Co., Ltd., Akesu President Enterprise Co., Ltd., Shijiezhuanng President Enterprise Co., Ltd., Harbin President Enterprises Co., Ltd., Inner Mongolia President Enterprises Co., Ltd., Xinjiang President Enterprises Food Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Chengdu President Enterprises Food Co., Ltd., Kunming President Enterprises Corp., Kunshan President Enterprises Food Co., Ltd., Bama President Mineral Water Co., Ltd., Wuyuan President Enterprises Mineral Water Co., Ltd., Wuxue President Mineral Water Co., Ltd., Jilin President Mineral Water Co., Ltd., Uni-President Trading (Kunshan) Co., Ltd., Uni-President Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd., President (Kunshan) Food Science & Technology Co., Ltd., Beijing President Enterprises Drinks & Food Co., Ltd., Beijing President Drinks Co., Ltd., Uni-President Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-President Enterprises (Hutubi) Tomato Products Technology Co., Ltd., Yantai North Andre Juice Co., Ltd., President Enterprises (Kunshan) Real Estate Development Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd., Uni-President Enterprises (Shanghai) Management Consulting Co., Ltd. Presco Netmarketing Inc.

Chairman of:

Vice Chairman of:Director of:

Name of Institutional Shareholders Major Shareholders of the Institutional Shareholders

Joyful Investment Co., Ltd.

Chao-Yuan Cheng (50.5%), Miao-Yu Cheng Hung (24.5%), Li-Ling Cheng (5.9%), Hung-Yi Cheng (5%), Kuo-Bi Cheng (3.5%), Yi-Cheng Ye (3.5%), Yu-Cheng Chen (3.5%), Ming-Cheng Wong (3.5%), Po-Chang Du (0.1%)

Uni-President Enterprises Corp.

Kao Chyuan Inv. Co., Ltd. (4.91%), BNP Paribas Wealth Management Singapore Branch (3.04%), Po-Ming Hou (2.60%), Po-Yu Hou (2.27%), Government of Singapore-GOS-EFM C (1.76%), Stewart Asia Pacific Leading Fund (1.7%), Hsiu-Ling Kao (1.64%), Saudi Arabian Monetary Agency (1.47%), Vanguard Emerging Markets Stock Index Fund (1.3%), PGIA International Stock Index Fund (1.2%)

Kao Chyuan Investment Co., Ltd. Hsiu-Ling Kao (63.17%), Chih-Hsien Lo (20.71%), Han-Di Kao (5.7%), Zi-Yi Kao (5.26%), Shi-Ai Lo (5.16%)

Taipo Investment Co., Ltd.

Chao-Mei Wu Tseng (8.48%), Ping-Chih Wu (20.84%), Ping-Yuan Wu (20.84%), Chien-Te Wu (18.95%), Wei-Te Wu (18.95%), Su-Mei Huang (8.88%), Cheng Ta Investment Co., Ltd. (1.41%), Ching-Mei Wu (0.31%), Jyuan Chiang Wu (0.31%), Shu-Jen Wu (0.25%)

Young Yuan Investment Co., Ltd.

Chung-Ho Wu (24.52%), Wu Jyun Jie Charitable Foundation (24.65%), Bao-Huei Wu (8.5%),Man-Huei Wu (8.5%), Ai-Gui Huang (13.84%), Ping-Yi Wu (4.15%), Min-Ching Wu (4.15%), Han-Ting Cheng (4.15%), Mei-Siang Chen (3.4%), Cheng-Chieh Chiang (2.07%), Cheng-Wei Chiang (2.07%)

Hung Yao Investment Co., Ltd. Shih-Hung Chuang (34%), Hsin-Yi Wu (33%), Yen-Yao Chuang (33%)

Yu Peng Investment Co., Ltd. Po-Ming Hou (76.27%), Yi-Zhen Chang (23.73%)

Cheng Long Investment Co., Ltd. Ruei Sing International Investment Co., Ltd. (100%)

Major shareholders of the institutional shareholders12.31.2018

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.

Hsiu-Ling Kao (63.17%), Chih-Hsien Lo (20.71%), Han-Di Kao (5.70%), Zi-Yi Kao (5.26%), Shi-Ai Lo (5.16%)

Taipo Investment Co., Ltd. Cheng Ta Investment Co., Ltd.

Wei-Te Wu (22.83%), Chien-Te Wu (22.83%), Ping-Chih Wu (22.83%), Ping-Yuan Wu (22.83%), Chao-Mei Wu Tseng(1.11%), Shu-Nu Wu (1.11%), Su-Mei Huang (1.01%), Chiung-Huei Hung (1.01%), Ching-Mei Wu (0.61%), Shu-Zen Wu (1.11%)

Young Yuan Investment Co., Ltd. Wu Jyun Jie Charitable Foundation None Available

Cheng Long Investment Co., Ltd. Ruei Shin International Investment Co., Ltd.

Yun-Da Chuang (20%), Hsiu-Wen Wang (12.5%), Chih-Chin Chuang (12.5%), Ting-Ya Chuang (12.5%), Ching-Chih Chuang Lin (11%), Yu-Hsuan Chuang (10%), Ming-Hsuan Chuang (10%), Ying-Chih Chuang (1.5%), Ying-Nan Chuang (5%), Mei-Yu Chuang Chen (5%)

Major Shareholders that are Institutional Shareholders 12.31.2018

Kao Chyuan Inv. Corp., President Being Corp., Uni-President Department Store Corp., President Drugstore Business Corp., President Fair Development Corp., President Pharmaceutical Corp.Uni-President Enterprises Corp., President Chain Store Corp., Ton Yi Industrial Corp., ScinoPharm Taiwan, Ltd., President International Development Corp., Prince Housing & Development Corp., Uni-President Development Corp., President Securities Corp., Times Square International Hotel Co., Ltd., President Starbucks Coffee Corp., President (Shanghai) Health Product Trading Company Ltd.Kao Chyuan Investment Corp.Uni-President Assets Management Co., Ltd.President International Trade & Investment Corp., President Chain Store Corp., Prince Housing & Development Corp., Prince Real Estate Co. Ltd., Times Square International Hotel Co., Ltd., Ton Ren Pharmaceutical Corp., ScinoPharm Taiwan, Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Co., Ltd., Ton Yu Investment Inc., Uni-President International (HK) Co., Ltd., Uni-President (Vietnam) Co., Ltd.President Baseball Team Corp., President Entertainment Corp., Tone Sang Construction Corp., President Kikkoman Inc., Kai Yu Investment Co., Ltd., President International Development Corp., Un-President Real Estate Co., Ltd., Kai Nan Investment Co., Ltd., President Kikkoman Zhenji Foods Co., Ltd.Joyful Investment Co., Ltd., Li Lin Investment Co., Ltd., Cheng Kao Huei Social Welfare FoundationTainan Spinning Retail & Distribution Co., Ltd., Nan Fan Housing Development Co., Ltd., Nantex Industry Co., Ltd., Uni-President Enterprises Corp., Prince Industrial Co., Ltd., Prince Real Estate Co., Ltd., Prince Property Management Consulting Co., Ltd., Times Square International Co., Ltd., Uni-President Assets Management Co., Ltd., Nanmat Technology Co., Ltd., Jun Dao International Corp., Eten Technology Inc., Konten Networks Inc., Tainan Spinning Cultural FoundationHsin Lin Investment Co., Ltd.



9

3.2.2 Management Team Unit: Shares; 12.31.2018

Title Nationality Name Gender Date Effective

Shareholding Spouse &

Minor Shareholding



Managers who are Spouses or Within

Two Degrees of Kinship

Shares ％ Shares ％ Shares ％ Title Name Relation

President R.O.C. Ming-Fan Xie M 7.5.2010 0 0 80,817 0.00% 0 0 MS, Dept. of Civil

Engineering, TamKang Univ.

Chairman of Cheng-Shi Construction Co., Ltd., Prince

Security Co., Ltd.

- - -

Vice President of Secretary R.O.C. Yi-Chun Su M 9.1.2013 154,500 0.01% 0 0 0 0

BA, Dept. of Accounting,

National Chung Hsing Univ.

Director of Splendor Hotel, Splendor

Assets Management Co., Ltd.

- - -

Vice President of Sales R.O.C. Wen-Zhen Chiu M 9.1.2013 80,221 0.00% 0 0 0 0

BS, Dept. of Architecture,

National Taiwan Univ. of Science &

Tech.

Director of Prince Security Co., Ltd. - - -

Vice President R.O.C. Mu-Tsun Hou M 9.1.2015 0 0 0 0 0 0 MBA, Boston Univ., USA President of Ta-Chen

Construction & Engineering Corp.

- - -

Vice President of Taichung Branch R.O.C. Xiao-Yu Chiang M 11.3.2016 8,000 0.00% 0 0 0 0

National Taiwan Univ. of Science &

Tech.

Director of Prince Security Co., Ltd. - - -

Assistant Vice President of Planning &

Strategy

R.O.C. Jian-Ying Wu M 9.1.2013 10,300 0.00% 0 0 0 0 MBA, George Washington Univ., USA

Director of Prince Security Co., Ltd - - -

Assistant Vice President of

Finance R.O.C. Chun-Liang Lin M 9.1.2013 124,909 0.01% 0 0 0 0 MBA, Univ. of South Australia Supervisor of Prince Utility Co., Ltd. - - -

Assistant Vice President of

Administration R.O.C. Chun-Cheng Kuo M 9.1.2013 372,860 0.02% 0 0 0 0

BS, Dept. of Architecture, HuaFan Univ.

Director of Nantex Industry Co., Ltd. - - -

Manager of Accounting R.O.C. Da-Chang Tai M 7.1.2006 313,517 0.02% 0 0 0 0

BA, Dept. of Accounting,

National Cheng Kung Univ.

Chairman of Jin Yi Xing Plywood Co.,

Ltd. - - -

8

Independence and Professional Expertise of Board Members and Supervisors

Criteria

Title & Name

Five or More Years of Experience or Professional Qualification Independence Criteria

(Note) Number of Independent

Directorships Held in Other Public

Companies

Lecturer or above in

Business, Law, Finance,

Accounting or Corporate Business

Related Fields

Qualification of Justice, Procurator,

Attorney, CPA, Specialist or

Technician of National

Examination in Corporate Business

Related Fields

Experience in Business, Law,

Finance, Accounting, or Corporate

Business Related Fields

1 2 3 4 5 6 7 8 9 10

Chairman Uni-President Enterprises Corp. Representative: Chih-Hsien Lo - - - - - - - - - - - - - 0

Director Joyful Inv. Co., Ltd. Representative: Li-Ling Cheng - - - - - - - - - - - - - 0

Director Kao Chyuan Inv. Corp. Representative: Hsiu-Ling Kao - - - - - - - - - - - - - 0

Director Uni-President Enterprises Corp. Representative: Tsung-Ping Wu - - - - - - - - - - - - - 0

Director Chao-Mei Wu Tseng - - - - - - - 0

Director Taipo Inv. Co., Ltd. Representative: Ping-Chih Wu - - - - - - - - - - - - - 0

Director Taipo Inv. Co., Ltd. Representative: Chien-Te Wu - - - - - - - - - - - - - 0

Director Young Yuan Inv. Co., Ltd. Representative: Chung-Ho Wu - - - - - - - - - - - - - 0

Director Hung Yao Inv. Co., Ltd. Representative: Shih-Hung Chuang - - - - - - - - - - - - - 0

Director Po-Yi Hou - - - - - - - 0

Director Yu Peng Inv. Co., Ltd. Representative: Po-Ming Hou - - - - - - - - - - - - - 0

Director Cheng Long Inv. Co., Ltd. Representative: Ying-Chih Chuang - - - - - - - - - - - - - 0

Independent Director Peng-Ling Nie - - 1

Independent Director Ho-Yi Hung - - 0

Independent Director Sheng-Tsai Hsu - 1

Note: Please tick the corresponding boxes if directors or supervisors have been any of the following during the two years prior to being elected or during the term of office: 1. Not an employee of the Company or any of its affiliates. 2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its

parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares. 3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate

amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings. 4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs. 5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares

ranking in the top five in holdings. 6. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the

Company. 7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial,

legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. 8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company. 9. Not been a person of any conditions defined in Article 30 of the Company Law. 10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

-

Independence and Professional Expertise of Board Members and Supervisors 3.2.2 Management Team




3.2.3 Remuneration Paid to Directors, Supervisors, President, and Vice Presidents

Remuneration Paid to Directors


10

3.2.3 Remuneration Paid to Directors, Supervisors, President, and Vice Presidents Remuneration Paid to Directors

Title Name

Remuneration Summation of A, B, C,

and D as % of Net Income Salary (A) Pensions (B) Earnings Distribution (C) Allowances (D)

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

Chairman Uni-President Enterprises Corp.

- 8 , 8 0 3 - - 4 5 , 3 11 4 5 , 3 11 5 , 0 0 3 5 , 0 0 3 4 . 0 2 % 4 . 7 2 %

Director Joyful Inv. Co., Ltd.

Director Kao Chyuan Inv. Co., Ltd. Director Hung Yao Inv. Co., Ltd. Director Taipo Inv. Co., Ltd. Director Young Yuan Inv. Co., Ltd. Director Yu Peng Inv. Co., Ltd. Director Cheng Long Inv. Co., Ltd.

Chairman Chih-Hsien Lo Chairman Kao-Huei Cheng

Director Li-Ling Cheng

Director Hsiu-Ling Kao

Director Shih-Hung Chuang Director Chien-Te Wu Director Ping-Chih Wu Director Chung-Ho Wu Director Tsung-Ping Wu Director Chao-Mei Wu Tseng Director Po-Ming Hou Director Po-Yi Hou Director Ying-Chih Chuang

Independent Director Peng-Ling Nie Independent Director Ho-Yi Hung Independent Director Sheng-Tsai Hsu

11

Unit: NT$ thousands; 12.31.2018

Compensation to Directors Also Serving as Company Employees Summation of

A, B, C, D, E, F, and G as % of Net Income

Com

pensation from A

ffiliates O

ther than Subsidiaries

Salary, Bonuses, and Special Allowances (E) Pensions (F) Employee Profit Sharing (G)

PHD

All Consolidated Com

panies

PHD


panies

PHD All Consolidated Companies

PHD


panies

Cash

Stock

Cash

Stock

5 , 6 3 1 8 , 3 7 1 - - 1 5 , 9 8 3 - 1 5 , 9 8 3 - 5 , 7 4 % 6 , 6 6 % 3 3 , 9 2 4



12

Range of Remuneration

Name of Directors

Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)

PHD All Consolidated Companies PHD All Consolidated Companies

Under NT$2,000,000

Chih-Hsien Lo, Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu,

Tsung-Ping Wu, Chung-Ho Wu, Po-Ming Hou, Shih-Hung Chuang, Li-Ling Cheng, Ying-Chih Chuang,

Peng-Ling Nie, Ho-Yi Hung, Sheng-Tsai Hsu

Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Tsung-Ping Wu, Chung-Ho Wu, Po-Ming Hou,

Shih-Hung Chuang, Li-Ling Cheng, Ying-Chih Chuang, Peng-Ling Nie,

Ho-Yi Hung, Sheng-Tsai Hsu

Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Tsung-Ping Wu, Chung-Ho Wu, Li-Ling Cheng,

Po-Ming Hou, Ying-Chih Chuang, Peng-Ling Nie, Ho-Yi Hung,

Sheng-Tsai Hsu

Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Tsung-Ping Wu,

Chung-Ho Wu, Ying-Chih Chuang, Peng-Ling Nie, Ho-Yi Hung,

Sheng-Tsai Hsu

NT$2,000,000 ~ NT$5,000,000

Joyful Inv. Co., Ltd., Kao Chyuan Inv. Corp., Hung Yao Inv. Co., Ltd.,

Young Yuan Inv. Co., Ltd., Yu Peng Inv. Co., Ltd.,

Cheng Long Inv. Co., Ltd., Po-Yi Hou, Chao-Mei Wu Tseng






Cheng Long Inv. Co., Ltd., Po-Yi Hou, Chao-Mei Wu Tseng,

Shih-Hung Chuang

Kao Chyuan Inv. Corp., Hung Yao Inv. Co., Ltd., Yu Peng Inv. Co., Ltd.,

Shih-Hung Chuang, Li-Ling Cheng, Chao-Mei Wu Tseng,

Po-Ming Hou, Po-Yi Hou

NT$5,000,000 ~ NT$10,000,000 Taipo Inv. Co., Ltd.

Chih-Hsien Lo, Taipo Inv. Co., Ltd. Taipo Inv. Co., Ltd.

Joyful Inv. Co., Ltd., Taipo Inv. Co., Ltd.,

Young Yuan Inv. Co., Ltd., Cheng Long Inv. Co., Ltd.

NT$10,000,000 ~ NT$15,000,000 Uni-President Enterprises Corp. Uni-President Enterprises Corp. Uni-President Enterprises Corp. -

NT$15,000,000 ~ NT$30,000,000 - - Chih-Hsien Lo Uni-President Enterprises Corp.

NT$30,000,000 ~ NT$50,000,000 - - Chih-Hsien Lo

NT$50,000,000 ~ NT$100,000,000 - - - -

Over NT$100,000,000 - - - -

Total 23 23 23 23

Compensation Paid to President and Vice Presidents


Title Name

Salary (A) Pensions (B) Bonuses and Special Allowances (C) Employee

Profit Sharing (D)

Summation of A, B, C, and D as % of

Net Income Compensation from Affiliates

Other than Subsidiaries

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD All Consolidated Companies PHD

All

Consolidated Com

panies Cash Stock Cash Stock

President Ming-Fan Xie

9 , 0 7 3 1 0 , 1 9 8 - - 7 5 2 8 1 2 2 1 , 1 6 6 - 2 1 , 1 6 6 - 2 . 4 7 % 2 . 5 7 % 2,595

Vice President Wen-Zhen Chiu

Vice President Yi-Chun Su

Vice President Mu-Tsun Hou

Vice President Xiao-Yu Chiang

Remuneration Paid to Supervisors


12


Name of Directors

Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)

PHD All Consolidated Companies PHD All Consolidated Companies

Under NT$2,000,000

Chih-Hsien Lo, Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu,

Tsung-Ping Wu, Chung-Ho Wu, Po-Ming Hou, Shih-Hung Chuang, Li-Ling Cheng, Ying-Chih Chuang,

Peng-Ling Nie, Ho-Yi Hung, Sheng-Tsai Hsu

Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Tsung-Ping Wu, Chung-Ho Wu, Po-Ming Hou,

Shih-Hung Chuang, Li-Ling Cheng, Ying-Chih Chuang, Peng-Ling Nie,

Ho-Yi Hung, Sheng-Tsai Hsu

Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Tsung-Ping Wu, Chung-Ho Wu, Li-Ling Cheng,

Po-Ming Hou, Ying-Chih Chuang, Peng-Ling Nie, Ho-Yi Hung,

Sheng-Tsai Hsu

Hsiu-Ling Kao, Chien-Te Wu, Ping-Chih Wu, Tsung-Ping Wu,

Chung-Ho Wu, Ying-Chih Chuang, Peng-Ling Nie, Ho-Yi Hung,

Sheng-Tsai Hsu

NT$2,000,000 ~ NT$5,000,000









Cheng Long Inv. Co., Ltd., Po-Yi Hou, Chao-Mei Wu Tseng,

Shih-Hung Chuang

Kao Chyuan Inv. Corp., Hung Yao Inv. Co., Ltd., Yu Peng Inv. Co., Ltd.,

Shih-Hung Chuang, Li-Ling Cheng, Chao-Mei Wu Tseng,

Po-Ming Hou, Po-Yi Hou

NT$5,000,000 ~ NT$10,000,000 Taipo Inv. Co., Ltd.

Chih-Hsien Lo, Taipo Inv. Co., Ltd. Taipo Inv. Co., Ltd.

Joyful Inv. Co., Ltd., Taipo Inv. Co., Ltd.,

Young Yuan Inv. Co., Ltd., Cheng Long Inv. Co., Ltd.

NT$10,000,000 ~ NT$15,000,000 Uni-President Enterprises Corp. Uni-President Enterprises Corp. Uni-President Enterprises Corp. -

NT$15,000,000 ~ NT$30,000,000 - - Chih-Hsien Lo Uni-President Enterprises Corp.

NT$30,000,000 ~ NT$50,000,000 - - Chih-Hsien Lo

NT$50,000,000 ~ NT$100,000,000 - - - -

Over NT$100,000,000 - - - -

Total 23 23 23 23

Compensation Paid to President and Vice Presidents


Title Name

Salary (A) Pensions (B) Bonuses and Special Allowances (C) Employee

Profit Sharing (D)

Summation of A, B, C, and D as % of

Net Income Compensation from Affiliates

Other than Subsidiaries

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD

All

Consolidated Com

panies

PHD All Consolidated Companies PHD

All

Consolidated Com

panies Cash Stock Cash Stock


9 , 0 7 3 1 0 , 1 9 8 - - 7 5 2 8 1 2 2 1 , 1 6 6 - 2 1 , 1 6 6 - 2 . 4 7 % 2 . 5 7 % 2,595





13


Range of Remuneration Name of President and Vice President


Under NT$ 2,000,000 - -

NT$2,000,000 ~ NT$5,000,000 Wen-Zhen Chiu, Yi-Chun Su, Mu-Tsun Hou, Xiao-Yu Chiang Wen-Zhen Chiu, Yi-Chun Su,

Mu-Tsun Hou, Xiao-Yu Chiang NT$5,000,000 ~ NT$10,000,000 Mu-Tsun Hou

NT$10,000,000 ~ NT$15,000,000 – –

NT$15,000,000 ~ NT$30,000,000 Ming-Fan Xie Ming-Fan Xie

NT$30,000,000 ~ NT$50,000,000 – –

NT$50,000,000 ~ NT$100,000,000 – –

Over NT$100,000,000 – –

Total 5 5

Employee Profit Sharing Granted to Management Team


3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice

Presidents in the Past Two Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents

Unit: NT$ thousands

Title Name Profit Sharing -Stock Profit Sharing

-Cash Total Total Amount as %

of Net Income Chief Strategy Officer Chih-Hsien Lo

- 43,775 43,775 3.49% Management Team






Assistant Vice President Jian-Ying Wu

Assistant Vice President Chun-Liang Lin

Assistant Vice President Chun-Cheng Kuo

Manager Da-Chang Tai

Title

2018 2017

Total Remuneration Net Income

Total Remuneration as % of Net Income



Director PHD 71,928

1,252,655

5.74% 80,612

1,281,101

6.29%

All Consolidated Companies 83,471 6.66% 94,917 7.41%

President Vice President

PHD 30,991 2.47% 28,366 2.21%



13




Under NT$ 2,000,000 - -



NT$10,000,000 ~ NT$15,000,000 – –


NT$30,000,000 ~ NT$50,000,000 – –

NT$50,000,000 ~ NT$100,000,000 – –

Over NT$100,000,000 – –

Total 5 5





Unit: NT$ thousands




- 43,775 43,775 3.49% Management Team










Title

2018 2017





Director PHD 71,928

1,252,655

5.74% 80,612

1,281,101

6.29%



PHD 30,991 2.47% 28,366 2.21%



13




Under NT$ 2,000,000 - -



NT$10,000,000 ~ NT$15,000,000 – –


NT$30,000,000 ~ NT$50,000,000 – –

NT$50,000,000 ~ NT$100,000,000 – –

Over NT$100,000,000 – –

Total 5 5





Unit: NT$ thousands




- 43,775 43,775 3.49% Management Team










Title

2018 2017





Director PHD 71,928

1,252,655

5.74% 80,612

1,281,101

6.29%



PHD 30,991 2.47% 28,366 2.21%



3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice Presidents in the Past Two Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents

Unit: NT$ thousands



14

3.3 Implementation of Corporate Governance 3.3.1 Board Meeting Operation

Information of Board Meeting

The board meetings were held 6 times (A) in 2018. The attendance of directors and supervisors was as follows:

Title Name Attendance in Person(B) Proxy

Attendance Attendance

Rate (%) [B/A] Representative Remarks

Chairman Uni-President Enterprises. Corp. 6 0 100% Chih-Hsien Lo

Director Joyful Inv. Co., Ltd. 6 0 100% Li-Ling Cheng

Director Kao Chyuan Inv. Co., Ltd. 5 1 83% Hsiu-Ling Kao

Director Uni-President Enterprises. Corp. 6 0 100% Tsung-Ping Wu

Director Chao-Mei Wu Tseng 3 3 50%

Director Taipo Inv. Co., Ltd. 5 1 83% Ping-Chih Wu

Director Taipo Inv. Co., Ltd. 3 3 50% Chien-Te Wu

Director Young Yuan Inv. Co., Ltd. 6 0 100% Chung-Ho Wu

Director Hung Yao Inv. Co., Ltd. 5 1 83% Shih-Hung Chuang

Director Po-Yi Hou 5 1 83%

Director Yu Peng Inv. Co., Ltd. 6 0 100% Po-Ming Hou

Director Cheng Long Inv. Co., Ltd. 5 1 83% Ying-Chih Chuang

Independent Director Peng-Ling Nie 3 0 100% Note (ⅲ)

Independent Director Ho-Yi Hung 6 0 100%

Independent Director Sheng-Tsai Hsu 6 0 100%

Other Mentionable Items: 1. If any of the following circumstances occur,, the dates of the meetings, sessions, contents of motion, all independent

directors’ opinions and the company’s response should be specified: None. (1) Matters referred to in Article 14-3 of the Securities and Exchange Act. (2) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in

writing that require a resolution by the board of directors. 2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for

avoidance and voting should be specified: The Chairman, Kao-Huei Cheng was approved to serve in the Chief Strategy Officer concurrently, and the Vice Chairman, Chih-Hsien Lo was approved to serve in the Vice Chief Strategy Officer concurrently in the 2nd Board Meeting of Session Fifteen.

3. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties. The establishment of the Audit Committee in place of the supervisors’ authority had been resolved in the board meeting of Session Fifteen, and the Audit Committee have hold 3 times of meeting during 2016. The establishment of the Management Committee under the board of directors and the Operation Optimization Task Force under the Management Committee had been resolved in the 1st board meeting of Session Fifteen, for the purpose of the board’s understanding of the company’s operation and strengthening of corporate governance.

Note: (i) If director or supervisor resigned before end of year, company shall show date in note, and attendance rate (%) is attendant times of meeting in

incumbent period. (ii) If there is re-election of director and supervisor, company shall show former, new, reappointed member and date in note. Attendance rate (%) is

attendant times of meeting in incumbent period. (iii) Peng-Ling Nie was elected as the new independent director in the shareholders meeting on June 21, 2018, and attended all the 3 meetings in 2018.

3.3 Implementation of Corporate Governance 3.3.1 Board Meeting Operation

Information of Board Meeting

The board meetings were held 6 times (A) in 2018. The attendance of directors and supervisors was as follows:

Other Mentionable Items:1. If any of the following circumstances occur,, the dates of the meetings, sessions, contents of motion, all

independentdirectors’opinionsandthecompany’sresponseshouldbespecified:None.(1) Matters referred to in Article 14-3 of the Securities and Exchange Act.(2) Other matters involving objections or expressed reservations by independent directors that were

recorded or stated in writing that require a resolution by the board of directors.2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of

motion,causesforavoidanceandvotingshouldbespecified: The Chairman, Kao-Huei Cheng was approved to serve in the Chief Strategy Officer concurrently,

and the Vice Chairman, Chih-Hsien Lo was approved to serve in the Vice Chief Strategy Officer concurrently in the 2nd Board Meeting of Session Fifteen.

3. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties.

The establishment of the Audit Committee in place of the supervisors’ authority had been resolved in the board meeting of Session Fifteen, and the Audit Committee have hold 3 times of meeting during 2016. The establishment of the Management Committee under the board of directors and the Operation Optimization Task Force under the Management Committee had been resolved in the 1st board meeting of Session Fifteen, for the purpose of the board’s understanding of the company’s operation and strengthening of corporate governance.

Note: (i) If director or supervisor resigned before end of year, company shall show date in note, and attendance rate (%) is attendant times of meeting in incumbent period.

(ii) If there is re-election of director and supervisor, company shall show former, new, reappointed member and date in note. Attendance rate (%) is attendant times of meeting in incumbent period.

(iii) Peng-Ling Nie was elected as the new independent director in the shareholders meeting on June 21, 2018, and attended all the 3 meetings in 2018.

3.3.2 Audit Committee Operation

A total of 4 (A) Audit Committee meetings were held in 2018. The attendance of the committee members was as follows:

Title Name Attendance in Person(B)Proxy

AttendanceAttendance Rate

(%) [B/A] Remarks

Independent Director Sheng-Tsai Hsu 4 0 100%

Independent Director Ho-Yi Hung 4 0 100%

Independent Director Peng-Ling Nie 2 0 100% Assigned on June 21, 2018.

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 shouldbespecified:None.(1) Matters referred to in Article 14-5 of the Securities and Exchange Act.(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or

more of all directors.2. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names,

contentsofmotion,causesforavoidanceandvotingshouldbespecified: The appointment of the three independent supervisors as the members of the Compensation Committee

of Session Third concurrently had been resolved in the 2nd board meeting of Session Fifteen. 3. Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g.

thematerialitems,methodsandresultsofauditsofcorporatefinanceoroperations,etc.):None.(1) The internal auditors have communicated the result of the audit reports to the members of the Audit

Committeeperiodically,andhavepresentedthefindingsofallauditreportsinthequarterlymeetingsof the Audit Committee. Should the urgency of the matter require it, the Company's chief internal auditor will inform the members of the Audit Committee outside of the regular reporting. The communication channel between the Audit Committee and the internal auditor has been functioning well.

(2) The Company’s CPAs have presented the findings or the comments for the quarterly corporate financialreports,aswellasthosematterscommunicationofwhichisrequiredbylaw,intheregularquarterly meetings of the Audit Committee. Under applicable laws and regulations, the CPAs are required to communicate to the Audit Committee any material matters that they have discovered. The communication channel between the Audit Committee and the CPAs has been functioning well.



3.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

16

3.3.3 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 Corporate Governance

Best-Practice Principles for TWSE/TPEx Listed

Companies” and Reasons Yes No Abstract Illustration 1. Does the company establish and disclose the

Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”?

ü

The establishment of the Corporate Social Responsibility Best-Practice Principles and the Ethical Corporate Management Best Practice had been resolved in the board meeting on November 3 in 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?

ü

ü

ü

ü

The company has designated appropriate departments to handle shareholders’ suggestions or disputes. The Stock Transfer Agency is responsible for collecting the updated information of the list of major shareholders and the ultimate owners of those shares. There are dedicated units responsible for operations of the company’s affiliates, and they are controlled and audited by the head office. The company has established the internal rules to forbid insiders trading on undisclosed information. The company has also strongly advocated these rules in order to prevent any violations.

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) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee?

(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

ü

ü

ü

ü

According to Article 20 of the Corporate Governance Best-Practice Principles, the company had diversified and disclosed the members of board of directors. There are 15 directors including 3 directors with master degree of American top universities in the board of directors. There were 7 directors with master degree or above mostly major in finance, accounting or business to meet the professional qualification. In addition to the Audit Committee and the Compensation Committee, the establishment of the Management Committee and the Operation Optimization Task Force under the Management Committee had been resolved for the purpose of the board’s understanding of the company’s operation. Furthermore, to strengthen the company’s corporate governance, the Chairman Chih-Hsien Lo were approved to hold a concurrently position as the Chief Strategy Officer during the 1st interim board meeting of the fifteenth term. The company had not established related measures. However the company’s board of directors was devoted to corporate governance according to the principle of good faith for the purpose of ensuring the shareholders’ rights. The board of directors had approved “Financial Reports CPAs’ Independence Assessment”. The Accounting Department of the company had accessed the independence of the PwC accountants C.H. Wu and K.H. Wang in 2018, and the result was compliant with the company’s independence evaluation criteria, in which they are proved to be competent CPAs on the 16th board meeting of the 15th on Mar. 20, 2019.

None

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)?

ü The company had established the “Corporate Governance Task Force”, whose convener was the President and members were assigned from each department of the company. The Board approved the assignment of Chun Cheng Kuo as the Corporate Governance Director in the 16th director meeting of the fifteenth on Mar. 20, 2019, who was the Assistant Vice President of Administration in the company and had been taking part in related position for at least three years.

None

17

Evaluation Item Implementation Status

Deviations from “the Corporate Governance

Best-Practice Principles for TWSE/TPEx Listed

Companies” and Reasons Yes No Abstract Illustration 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?

ü The company had been dedicated to establish appropriate communication channels for its stakeholders, including customer service hotline, company website, quarterly publication, APP, advertisements, and occasional questionnaires. In addition, the company had provide mailbox, online message system, and 24 hour service counter for the NTU Prince Dormitory. 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?

ü 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 standings and the status of corporate governance?

(2) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)?

ü

ü

The company had set up a website to disclose the company’s relevant information. Website: http://www.prince.com.tw The company had assigned specialists to collect and disclose its information, and also has established a spokesperson system according to the regulations.

None

8. 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)?

ü Employee rights: In addition to purchasing insurance and contributing pensions for employees, the company had built appropriate communication channels for both employees and employers. Directors’ and supervisors’ continuing education: As the following table. Consumer Protection Policy: The company had established service center to process building maintenance, repair, community safety and cleaning service. The Company has purchased D&O insurance for its directors and supervisors.

None

9. 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. 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:

(1) The company’s audit fees paid to CPA firms were more than the non-audit fees in 2018. (2) The Chinese and English Agenda Handbook for Regular Shareholders’ Meeting were expected to be disclosed on time. (3) More than one-third directors (including one independent director or above) were expected to attend the Regular Shareholder’s Meeting.



19

Title Name Assumed Date Period Sponsoring

Organization Course Training Hours

Conforming to

Regulations From To

Representative of Institutional

Director

Ying-Chih Chuang 6.21.2016 5.8.2018 5.8.2018

Taiwan Corporate Governance Association

Corporate Financial Crisis Warning and Category Analysis 3 Yes

Director Po-Yi Hou 6.21.2016

11.2.2018 11.2.2018 Taiwan Corporate

Governance Association

Understanding of the Revision of Company Act by Cases of the

Listed Companies 3 Yes





Director

Chung-Ho Wu 6.21.2016





10.26.2018 10.26.2018 Taiwan Institute of Directors

The Rise of Innovative Economy-The Change and Challenge of

Corporate Management 3 Yes





Online Economy-The New Challenge of Future Technology

Corporate Governance 3 Yes


Director

Chien-Te Wu 6.21.2016








Director Chao-Mei Wu Tseng 6.21.2016








Independent Director

Ho-Yi Hung 6.21.2016









Sheng-Tsai Hsu 6.21.2016



Duty and Responsibility of Corporate, Directors and

Supervisors Under Securities and Exchange Act

3 Yes









Peng-Ling Nie 6.21.2018








3.3.4 Composition, Responsibility and Operations of Compensation Committee (1) Information of Compensation Committee

Criteria Title & Name

Five or More Years’ Experience or below Professional Qualifications Independence Criteria Number of Remuneration

Committee Memberships

Held in Other Public Companies

Remarks Lecturer or above in Business, Law, Finance, Accounting

or Corporate Business Related Fields

Qualification of Justice, Procurator, Attorney,

CPA, Specialist or Technician of National

Examination in Corporate Business

Related Fields

Experience in Business, Law,

Finance, Accounting, or Corporate

Business Related Fields

1 2 3 4 5 6 7 8 9 10

Convener Sheng-Tsai Hsu - - ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 1

Commissioner Peng-Ling Nie - - ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 1

Commissioner Ho-Yi Hung - - ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0 18

Directors’ and Supervisors’ Continuing Education



Conforming to

Regulations From To


Director

Chih-Hsien Lo 6.21.2016












Director

Hsiu-Ling Kao 6.21.2016












Director

Li-Ling Cheng 8.22.2017










Latest Development and Practice of Anti-Money Laundering and Countering Terrorist Finance

3 Yes





Director

Po-Ming Hou 6.21.2016















Director

Shih-Hung Chuang 6.21.2016









Director

Ping-Chih Wu 6.21.2016












Director

Tsung-Ping Wu 6.21.2016














Directors’ and Supervisors’ Continuing Education

19



Conforming to

Regulations From To


Director

Ying-Chih Chuang 6.21.2016 5.8.2018 5.8.2018

Taiwan Corporate Governance Association


Director Po-Yi Hou 6.21.2016



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