ACC — AGM Information 2013

Jul 4, 2013

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遠東集團 FAR EASTERN GROUP

Stock Code: 1102 http://emops.twse.com.tw http://www.acc.com.tw

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ASIA CEMENT CORPORATION

Handbook for

The 2013 Regular Shareholders’ Meeting

Meeting Time: 9:00 a.m., June 21, 2013 Meeting Venue: The Banquet Hall in Taipei Hero House No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei City

Table of Contents

I MEETING AGENDA .......................................................................................................................... 1 II REPORTING EVENTS ..................................................................................................................... 2 REPORT 1: 2012 BUSINESS REPORT ...................................................................................................... 2 REPORT 2: 2012 FINANCIAL STATEMENTS .......................................................................................... 10 REPORT 3: SUPERVISOR’S REVIEW REPORT ON THE 2012 FINANCIAL STATEMENTS ............................ 20 REPORT 4: THE ADOPTION OF “CODES OF ETHICAL CONDUCT” AND “PRINCIPLES FOR ETHICAL MANAGEMENT” .................................................................................................................................. 21 REPORT 5: AMENDMENT TO “THE MEETING RULES OF BOARD OF DIRECTORS” ................................. 30 REPORT 6: THE REPORT TO THE ADJUSTMENT OF RETAINED EARNINGS AVAILABLE FOR DISTRIBUTION AND THE AMOUNTS APPROPRIATED INTO SPECIAL RESERVE AFTER THE INITIAL ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSS) ........................................................... 36 III RECOGNIZING EVENTS ............................................................................................................ 37 PROPOSAL 1: ACCEPTANCE OF THE 2012 BUSINESS REPORT AND FINANCIAL STATEMENTS .................. 37 PROPOSAL 2: ACCEPTANCE OF THE PROPOSAL FOR DISTRIBUTION OF 2012 PROFITS ........................... 38 IV DISCUSSING EVENTS ................................................................................................................. 40 PROPOSAL 1: PROPOSAL FOR NEW SHARE ISSUE THROUGH CAPITALIZATION OF EARNINGS ............... 40 PROPOSAL 2: AMENDMENT TO “THE ARTICLES OF INCORPORATION OF ASIA CEMENT CORPORATION” ........................................................................................................................................................... 41 PROPOSAL 3: AMENDMENT TO “THE MEETING RULES OF SHAREHOLDERS FOR ASIA CEMENT CORPORATION”................................................................................................................................... 45 PROPOSAL 4: AMENDMENT TO “THE ELECTION RULES FOR DIRECTORS AND SUPERVISORS FOR ASIA CEMENT CORPORATION” .................................................................................................................... 49 PROPOSAL 5: AMENDMENT TO “THE PROCEDURE FOR MAKING ENDORSEMENTS AND GUARANTEES” AND “THE PROCEDURE FOR LOANS OF FUNDS TO OTHERS” ................................................................ 51 V QUESTIONS AND MOTIONS ....................................................................................................... 65 RULES AND BYLAWS ....................................................................................................................... 66 1. ARTICLES OF INCORPORATION OF ASIA CEMENT CORPORATION ..................................................... 66 2. MEETING RULES OF SHAREHOLDERS FOR ASIA CEMENT CORPORATION......................................... 74 APPENDIX ........................................................................................................................................... 78 1. SHAREHOLDING OF DIRECTORS AND SUPERVISORS......................................................................... 78 2. EFFECTS ON BUSINESS PERFORMANCE AND EPS RESULTING FROM 2013 STOCK DIVIDEND DISTRIBUTION .................................................................................................................................... 79 3. EMPLOYEES BONUS AND REMUNERATION OF DIRECTORS AND SUPERVISORS .................................. 80

I Meeting Agenda

Asia Cement Corporation

Meeting Agenda of

The 2013 Regular Shareholders’ Meeting

Call the Meeting to Order

Chairperson Takes Chair

Chairperson Remarks

Guest Remarks

Reporting Events

Recognizing Events

Discussing Events

Questions and Motions

Adjournment

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II Reporting Events

Report 1: 2012 Business Report

Explanation:

The 2012 Business Report is attached as page 3-8.

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2012 Business Report

1. Preface

In year 2012, global economy was affected by the ongoing impact of the European debt crisis. Besides recession shown in Eurozone and Japan, the economic recovery in the United States also went into slow pace in the second quarter of 2012. Meanwhile, economic growth rate in China indicates a downward trend. In Taiwan, economic indicator turned into blue lamp from Nov. 2011 for continuous ten months to Aug. 2012 indicating its economic slowdown. Moreover, the raised price for gasoline and electricity, and the imposing of security exchange income tax have both worsened this situation.

According the 2012 global competitiveness report published by Switzerland-based Institute of Management and Development in Lausanne, in four evaluated factors, the ranking for Taiwan government efficiency raise from no. 10 in 2011 to no. 5 in 2012; the ranking for infrastructure raised from no. 16 to no. 12; the ranking for enterprise efficiency dropped from no. 3 to no. 4; and the ranking for economic performance dropped from no. 8 to no. 13. Overall, the ranking for Taiwan competitiveness dropped from no.6 in 2011 to no.7 in 2013, but still remains no.3 in Asia.

In regard to international politics, presidential elections of the United States, Japan, and South Korea, together with China’s leadership rotation in 2012 have brought uncertainty to economic development. Furthermore, military conflicts in the Middle East endangered energy supply. The controversy over the sovereignty of the Diaoyu Islands made the regional economy unstable. Fortunately, in the second half of 2012, relevant countries self-constrained and quantitative easing policy helped Taiwan economy growth rate barely reached 1.26%, compared to 4.58%, the estimate of Taiwan Government.

For cement industry in Taiwan, the overall cement consumption declined to 12.03 million M.T. due to the impact from the Specifically Selected Goods and Services Tax Act to domestic construction industry while public works remains. According to a statistics conducted by the Taiwan Cement Manufacturers’ Association, total cement and clinker production by the domestic firms was 15.79 million MT in 2012, which decreased 6.28% from previous year. Domestic sales amounted to 10.66 million MT, which decreased 2.05% from 2011. Export sales decreased 15.22% to 5.05 million MT, compared to 2011. In 2012, per capita consumption of cement in Taiwan decreased 2.82% from 531 KG to 516 KG. Taiwan’s cement faced over capacity coupled with cheaply-dumping imported cement. The profit performance among Taiwan cement industry stay far behind satisfaction.

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The 2012 sales of the Company was NT$ 11,758,818 thousand, increased 8.20% from 2011. The operating income was NT$ 253,385 thousand, better than the previous year. Fortunately, due to the outstanding performance of the affiliated companies, Asia Cement (China) Holdings Corp., Far Eastern New Century Corp., and U-Ming Marine Transport Corp., the Company recognized NT$ 5,751,813 thousand investment income from equity method. The total net profit after tax reached NT$ 6,235,192 thousand. The net profit rate after tax was 53%. The 8[th] meeting of the 24[th] Board of Directors proposed to distribute cash dividend NT$ 1.7 and stock dividend NT$ 0.2 per share.

2. Operating Performance of 2012

A. Production:

Item Plant	Cement (MT)	Difference compared to 2011	%	Clinker (MT)	Difference compared to 2011	%
Hsinchu Plant	523,519	-457,814	-9.99	506,425	-516,514	-10.93
Hualien Plant	3,602,573			3,701,772
Total	4,126,092			4,208,197

＊ Key Performance Indicator: Actual aggregate cement output amounted to 4,126,092MT. Compared to estimated output 4,367,000 MT, the achievement rate is 94.48%. Actual aggregate clinker output amounted to 4,208,197 MT. Compared to estimated output 4,326,000 MT, the achievement rate is 97.28%.

B. Sales

Unit: MT; NT$1,000

B. Sales					Unit: MT; NT$1,000	Unit: MT; NT$1,000	Unit: MT; NT$1,000	Unit: MT; NT$1,000
Volume & Value Product	2012				Difference compared to 2011
	Domestic Sales		Export Sales
	Volume	Value	Volume	Value	Volume	%	Value	%
Cement & Clinker	3,284,907	7,280,121	1,920,333	3,430,643	-118,565	-2.23	816,671	8.25
slag powder	587,356	562,599	84,887	108,285	80,396	13.58	130,563	24.16
Total	3,872,263	7,842,720	2,005,220	3,538,928	-38,169	-0.65	947,234	9.08

＊ Key Performance Indicator: Actual aggregate sales of cement and clinker amounted to 5,205,240 MT. Compared to the estimated sales 5,241,000 MT, achievement rate is 99.32%.

3. Business and Operating Results of Asia Cement in China

Seventeen years ago, Asia Cement Corporation pioneered all domestic rivals to invest in cement business in China with Taiwan Government’s permission. On May 20, 2008, the subsidiary of the Company, Asia Cement (China) Holdings Corporation 【ACC (China)

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thereafter】was listed on the Main Board of Hong Kong Exchanges and Clearing Limited. Currently, the investments of ACC (China) are mainly based alone the Yangtze River in Jiangxi, Sichuan, Hubei, Yangzhou and Shanghai areas. The overall operating strategies are deployed through Jiangxi Yadong Cement (Southeast China), Sichuan Yadong Cement (Southwest China), Hubei Yadong Cement (Middle China), and Yangzhou Yadong Cement (East China) as core production bases. Besides, in collaboration with Huanggang Yadong Cement, Wuhan Yaxin Cement, two grinding factories, six cement products companies, four transportation companies, five terminals, and eight sale offices, these constitute an efficient and solid network for production, transportation and sales. In the future, ACC (China) will continue expand capacity by self-built of new production line, merger & acquisition, or strategic cooperation. Through these approaches, ACC (China) will keep increasing its influence over different market segments.

In light of the continuing growth of China’s economic development, the cement consumption in China reached 2.181 billion MT in 2012, increasing 5.72% compared to 2.063 billion MT in 2011. For ACC (China), the aggregate output of clinker in 2012 amounted to 17.77 million MT, increasing 3.19% compared to 2011. The aggregate sales of cement, clinker, and slag powder in 2012 amounted to 24.75 million MT, increasing 3.08% from 2011. The 2012 net income after tax of ACC (China) reached NT$ 1,849,079 thousand for which the Company and its subsidiaries recognized NT$ 1,340,397thousand investment income.

4. Overview of the Company’s Investments in China

A.Jiangxi Yadong Cement Co., Ltd

The company planed four-stage construction of four kilns, each with annual clinker capacity of 1.65 million MT. The four stage construction projects have been completed and begun to operate in July 2000, September 2003, July 2007, and May 2010 respectively. Currently, the annual output of clinker reaches 6.6 million MT which can produce 8 million MT cement. In addition, the waste heat recycling generators of the #1, #2, #3, and #4 kilns can produce 193 million KWH electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

With the full support of the Jiangxi Province Government, the company plans to build 5th and 6th production line for cement and clinker which are expected to be completed in the third and fourth quarter in 2013. Upon the completion of each production line, the total production capacity can reach 11 million MT of clinker annually, which can produce 14 million MT cement. Jiangxi Yadong will become the largest cement plant in Jiangxi.

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B.Sichuan Yadong Cement Co., Ltd

The company planed three-stage construction of three kilns with annual clinker capacity of 1.65 million MT respectively. The three stage construction projects have been completed and begun to operate in September 2006, December 2008, and March 2010. Currently, the annual output of clinker reaches 4.95 million MT which can produce 6 million MT cement. The three-stage construction and production goal has been achieved to serve the demand from Chengdu areas and the public works. In addition, the waste heat recycling generators of the #1, #2, and #3 kilns can produce 145 million KWH electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply. The company is now planning to extend the long conveyor belt from the limestone mine directly to the plant.

C.Hubei Yadong Cement Co., Ltd

The company has two-stage construction plan of two kilns with annual clinker capacity of 1.65 million MT respectively. The two stage construction projects have been completed and begun to operate in March 2009 and Oct. 2010. The annual output of clinker is amounted to 3.3 million MT which can produce 4 million MT cement. In addition, the waste heat recycling generators of the #1 and #2 kilns can produce 105 million KWH electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply. The company plans to build 3rd demonstrating cement production line for sludge treatment.

D.Huanggang Yadong Cement Co., Ltd

The company planned to construct one kiln. The construction has been completed and begun to operate in May 2010. The annual output of clinker amounts to 1.65 million MT which can produce 2 million MT cement. The company plans to build 2[nd] cement production line to reach economic scale.

E.Wuhan Yaxin Cement Co., Ltd

To enhance the market position and market share of the “Skyscraper” cement in Wuhan areas, Hubei Yadong Cement Co., Ltd acquired 70% shares of the Wuhan XinLingYun Engineering Co, Ltd. in July 2010. The annual output of cement amounts to 1.2 million MT. The company operates smoothly and keeps profitable.

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F. Yangzhou Yadong Cement Co., Ltd

The grinding factory can produce 2.7 million MT cement annually to supply the market in Yangzhou area. Besides, the mixer station can produce ready-mixed concrete for the market.

G.Wuhan Yadong Cement Co., Ltd

The company can produce 1.7 million MT cement and 0.6 million MT slag powder annually to supply the market in Wuhan area.

H.Nanchang Yadong Cement Co., Ltd

The company can produce 0.6 million MT slag powder and 1.2 million MT slag cement annually to supply the market in Nanchang area.

5. Business Prospects for 2013

Two major political parties in the United States reached agreement of tax increases and spending cuts, to temporarily lift the fiscal Cliff crisis. Its economic growth is expected to grow moderately this year. Under massive fiscal austerity measures, the economy in Germany, United Kingdom, and France will only grow slightly. The economic in Greece, Portugal, Spain, and Italy will decline or grow slightly. European debt crisis in the short term is difficult to solve. It will continue to affect the global economy and constitute a major risk.

In Japan, companies reduced capital spending because of weak export demand. Its domestic demand remains weak since the Reconstruction needs for 311 earthquake have been gradually reduced. The territorial disputes among Japan, China, and Taiwan also impact its bilateral trade and economic cooperation. Japan's new Prime Minister Abe advocated monetary easing and devaluation of the Japanese Yen to stimulate the economy. Its GDP growth rate, 3.5%, in the first quarter of 2013 is better than forecasts. But its subsequent effectiveness remains to be seen.

In China, its economic is still affected by the impact of the European debt crisis. China Government is expected to continue apply policies of steady growth, price control, and adjusting economic structure. And China Government will drive its economic growth through the expansion of domestic demand, accelerating reform and innovation, ensuring and improving people's livelihood. After the completion of China's leadership rotation, its political uncertainty has been eliminated. Although H7N9 disease outbreak in the first quarter and the earthquake happened in Sichuan province on April 20, these two factors had little impact on its overall economy.

Based on the above analysis, the global economy will be able to restore to grow slowly.

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For cement industry, according to the statistic conducted by International Monetary Fund (IMF), the Chinese economic growth rate will be 7.8%~8.5% in the next five years. Besides, the Twelfth Five-year plans of China brought many benefits for the cement industry, such as infrastructure improving, public housing, water facility, and urbanization.

Moreover, China Government will continue to promote energy conservation, encourage mergers and acquisitions among large enterprises, implementing measures to eliminating backward cement production. These measures will slow down the growing of the cement supply and contribute to large-scaled production of cement. Furthermore, benefited from political stability, the approval of infrastructure constructions, and ample funds, the optimistic cement demand in 2013 is highly anticipated.

For global cement markets, the cement productions are expected to grow fast in emerging Asian countries, such as Indonesia, Philippines, Myanmar, Malaysia, and Thailand. The cement exports in India, Vietnam, and Korea will increase. Japanese domestic cement market will grow slightly. The cement markets in Western Europe remained in a downturn while exporting their overcapacity to Africa and Latin America. The cement market in the United States had recovered this year which is expected to import cement again in 2014.

In Taiwan, new prime minister, Yi Hua Jiang, is on board on February 18, 2013. He continues to push for pension reform and other reform measures to reduce government financial burden. Despite of much opposition, the ranking of Taiwan's global investment environment moved from 4th to 3rd place according to an assessment from an United States based business environment risk assessment company.

For the outlook of Taiwan's cement industry, the amount of cement usage is expected to increase because of the recovered construction industry and government’s infrastructure projects, such as Suhua Highway improvement projects, power plants in Linkou and Tongxiao, Intercontinental Container Terminal of the Kaohsiung Port, the Circular Line of Taipei Metro system, Taichung Metro System, Hushan Reservoir, and I-Taiwan 12 Major Construction Projects.

For the rapidly changing market, the Company will apply its “Three Highs and One Low” strategy which stands for “high quality, high efficiency, high environmental protection, and low cost,” along with its market leading position and competitiveness. The significant growth of the business performance of Asia Cement Corporation is highly expected.

6. Business goal for 2013

To fully sell out the estimated production volume has been the Company’s persistent principle. Even the intense cement industries competition across the Taiwan Strait, the

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Company still exerts all strength to reach this goal. The Company has set the following goals for 2013: the Hsinchu Plant is expected to produce 540,000 MT cement and 500,000 MT clinker; the Hualien Plant is expected to produce 4,213,000 MT cement and 4,300,000 MT clinker. The total production volume of the Hsinchu and Hualien plant will achieve 4,753,000 MT cement and 4,800,000 MT clinker. The estimated sales of cement and clinker are 5,473,000 MT. The total production volume of ACC (China) will achieve 18.89 million MT clinker and 25.83 million MT cement. The estimated sale of cement is 25.26 million MT.

7. The Operating Performance in the First Quarter of 2013

The operating income of the Company in the first quarter of 2013 is NT$ 13,931,550 thousand, increasing 6% from NT$ 13,191,051 thousand in the same period of 2012 due to increased sale volume. However, the Company has inferior investment performance than 2012. Totally, the Company recognized investment income NT$ 1,371,559 thousand from equity method, which was NT$1,545,476 thousand in the same period of 2012.

• ＊ References: Taiwan Institute of Economic Research, Council for Economic Planning And Development, the Directorate General of Budget, and “Taiwan Cement Industry Review”.

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Report 2: 2012 Financial Statements

Explanation:

The 2012 Financial Statements are attached as page 11-18.

1. Balance sheets (December 31, 2012 and 2011)

2. Income statements (Years ended December 31, 2012 and 2011)

3. Statements of changes in shareholders’ equity (Years ended December 31, 2012 and 2011)

4. Statements of cash flows (Years ended December 31, 2012 and 2011)

Independent auditor’s report by Hsin Wei Tai and Li Wen Kuo of Deloitte & Touche is attached as page 19.

Complete financial reports can be downloaded at http://emops.twse.com.tw.

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ASIA CEMENT CORPORATION

BALANCE SHEETS

DECEMBER 31, 2012 AND 2011

(In Thousands of New Taiwan Dollars, Except Par Value

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 2 and 4) Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Notes receivable Related parties Third parties Accounts receivable Related parties Third parties, net of allowance for doubtful accounts - 2012: $9,779 thousand, 2011: $9,730 thousand, Other receivables Inventories Others Total current assets LONG-TERM INVESTMENTS Investments accounted for by equity method Available-for-sale financial assets - noncurrent Financial assets carried at cost - noncurrent Total long-term investments PROPERTIES AND EQUIPMENT Cost Land Buildings and improvements Machinery and equipment Assets leased to others Other equipment Total cost Revaluation increment Total cost and revaluation increment Less: Accumulated depreciation Construction in progress and prepayments on equipment Net properties and equipment OTHER ASSETS Nonoperating properties, net Deferred charges Miscellaneous Total other assets TOTAL	2012 Amount % $ 6,310,396 5 149,900 - 2,109,655 2 47,092 - 255,770 - 456,335 1 440,367 - 72,833 - 1,825,395 2 163,211 - 11,830,954 10 88,542,912 72 6,246,836 5 43,116 - 94,832,864 77 231,678 - 3,070,970 3 15,315,027 12 3,595,224 3 1,063,934 1 23,276,833 19 10,196,402 8 33,473,235 27 20,470,408 17 496,298 1 13,499,125 11 1,002,002 1 932,449 - 1,180,837 1 3,115,288 2 $ 123,278,231 100	2011 Amount % $ 5,741,767 5 503,188 1 1,619,964 1 62,449 - 128,247 - 525,903 1 470,864 - 66,964 - 1,616,894 1 487,882 - 11,224,122 9 89,532,153 73 6,291,287 5 59,116 - 95,882,556 78 231,678 - 3,033,454 3 14,762,266 12 3,575,435 3 1,049,078 1 22,651,911 19 10,196,402 8 32,848,313 27 20,229,246 16 385,251 - 13,004,318 11 1,003,950 1 992,600 - 1,135,979 1 3,132,529 2 $ 123,243,525 100

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LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Short-term debt Short-term bills payable Accounts payable and accrued expenses Third parties Related parties Income tax payable Financial liabilities at fair value through profit or loss - current Dividends and bonuses payable Customers’ deposits and advances Deferred income tax liabilities - current Current portion of long-term liabilities Total current liabilities LONG-TERM LIABILITIES, NET OF CURRENT PORTION Long-term loans Bonds payable Total long-term liabilities RESERVE FOR LAND VALUE INCREMENT TAX OTHER LIABILITIES Deferred income Miscellaneous Total other liabilities Total liabilities STOCKHOLDERS’ EQUITY Capital stock - $10 par value per share Authorized - 2012 and 2011: 3,600,000 thousand shares Issued - 2012: 3,230,918 thousand shares, 2011: 3,136,814 thousand shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated Total retained earnings Other equity Cumulative translation adjustments Unrecognized net loss on pension cost Unrealized gains on financial instruments Unrealized revaluation increments Total other equity Total stockholders’ equity TOTAL	2012 Amount % $ 300,000 - 699,748 1 1,555,033 2 201,666 - 373,276 - 280,687 - 203,617 - 67,956 - - - 6,640,329 5 10,322,312 8 1,199,416 1 22,207,713 18 23,407,129 19 3,427,438 3 1,287,705 1 164,407 - 1,452,112 1 38,608,991 31 32,309,181 26 6,590,192 5 11,954,738 10 66,958 - 13,360,396 11 25,382,092 21 618,416 - (222,747) - 9,274,052 8 10,718,054 9 20,387,775 17 84,669,240 69 $ 123,278,231 100	2011 Amount % $ - - - - 1,464,362 1 200,692 - 51,341 - 480,368 1 203,288 - 149,945 - 62,907 - - - 2,612,903 2 - - 29,217,633 24 29,217,633 24 3,427,438 3 1,347,771 1 267,710 - 1,615,481 1 36,873,455 30 - - 31,368,137 26 6,640,128 5 10,950,093 9 67,000 - 16,356,817 13 27,373,910 22 3,239,069 2 (185,516) - 7,218,912 6 10,715,430 9 20,987,895 17 86,370,070 70 $ 123,243,525 100

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ASIA CEMENT CORPORATION

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales revenue Less: Sales returns and allowances Sales revenues, net Rental revenue Net operating revenue OPERATING COSTS Cost of goods sold Rental cost Total operating costs GROSS PROFIT (UNREALIZED) REALIZED GROSS PROFIT NET GROSS PROFIT OPERATING EXPENSES OPERATING (LOSS) INCOME NONOPERATING INCOME AND GAINS Investment income from equity-method investees, net Exchange gain, net Dividends Interest income Gain on disposal of investments Valuation gain on financial assets, net Valuation gain on financial liabilities, net Gain on disposal of properties and equipment Others Total nonoperating income and gains NONOPERATING EXPENSES AND LOSSES Interest expense Valuation loss on financial liabilities, net Impairment loss on financial assets		2012 Amount % $ 11,414,807 97 6,640 - 11,408,167 97 350,651 3 11,758,818 100 10,812,469 92 168,458 2 10,980,927 94 777,891 6 (9,925) - 767,966 6 514,581 4 253,385 2 5,751,813 49 485,760 4 363,692 3 293,206 3 161,700 1 16,000 - - - - - 97,789 1 7,169,960 61 661,447 6 169,608 1 16,000 -		2011
				Amount % $ 10,518,765 97 3,327 - 10,515,438 97 352,635 3 10,868,073 100 10,215,120 94 165,315 2 10,380,435 96 487,638 4 3,389 - 491,027 4 698,791 6 (207,764) (2) 9,376,004 86 - - 361,067 3 204,022 2 - - 331,888 3 1,247,005 11 14 - 55,358 1 11,575,358 106 610,195 5 - - 154,001 1 (Continued)

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ASIA CEMENT CORPORATION

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Exchange loss, net Others Total nonoperating expenses and losses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME EARNINGS PER SHARE Basic Diluted		2012 Amount % - - 143,990 1 991,045 8 6,432,300 55 197,108 2 $ 6,235,192 53 2012 Before Income Tax After Income Tax $ 1.99 $ 1.93 $ 1.92 $ 1.85		2011	2011
				Amount % 291,109 3 176,823 2 1,232,128 11 10,135,466 93 119,217 1 $ 10,016,249 92 2011
		Before Income Tax $ 1.99 $ 1.92		Before Income Tax $ 3.14 $ 3.07	After Income Tax $ 3.10 $ 3.03

(Concluded)

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ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

BALANCE, JANUARY 1, 2011 Appropriation of 2010 earnings Legal reserve Cash dividends - $1.9 per share Stock dividends - $0.2 per share Balance after appropriation Adjustments due to change in investee's equity Adjustments due to change in unrealized losses of available-for-sale financial assets Equity component of convertible bonds Revaluation increments of land Translation adjustments on foreign-currency equity method investments Net income in 2011 BALANCE, DECEMBER 31, 2011 Appropriation of 2011 earnings Legal reserve Cash dividends - $2.3 per share Stock dividends - $0.3 per share Balance after appropriation Adjustments due to change in investee's equity Adjustments on equity due to disposal of investment by equity method Translation adjustments on foreign-currency equity method investments Net income in 2012 Adjustments due to change in unrealized gains of available-for-sale financial assets BALANCE, DECEMBER 31, 2012		Capital Stoc	k Issued Amount $ 30,753,075 - - 615,062 31,368,137 - - - - - - 31,368,137 - - 941,044 32,309,181 - - - - - $ 32,309,181			Capital Surplus (Notes 2 and 17)	Capital Surplus (Notes 2 and 17)	Total $ 8,256,848 - - - 8,256,848 (1,930,850 ) - 314,130 - - - 6,640,128 - - - 6,640,128 (49,755 ) (181 ) - - - $ 6,590,192
					Donations $ 41,790 - - - 41,790 - - - - - - 41,790 - - - 41,790 - - - - - $ 41,790	From Long-term Investments $ 8,215,058 - - - 8,215,058 (1,930,850 ) - - - - - 6,284,208 - - - 6,284,208 (49,755 ) (181 ) - - - $ 6,234,272	Equity Component of Convertible Bonds $ - - - - - - - 314,130 - - - 314,130 - - - 314,130 - - - - - $ 314,130
		Shares 3,075,307,547 - - 61,506,150 3,136,813,697 - - - - - - 3,136,813,697 - - 94,104,410 3,230,918,107 - - - - - 3,230,918,107

The accompanying notes are an integral part of the financial statements.

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	Retained Earnings (Notes 2, 17 an	d 18) Total $ 23,718,601 - (5,843,084 ) (615,062) 17,260,455 97,206 - - - - 10,016,249 27,373,910 - (7,214,672 ) (941,044) 19,218,194 (71,294 ) - - 6,235,192 - $ 25,382,092	Cumulative Translation Adjustments (Note 2) $ (565,828 ) - - - (565,828 ) 1,583,726 - - - 2,221,171 - 3,239,069 - - - 3,239,069 (1,512,627 ) (1 ) (1,108,025 ) - - $ 618,416	Unrecognized Net Loss on Pension Cost (Note 2) $ (160,325 ) - - - (160,325 ) (25,191 ) - - - - - (185,516 ) - - - (185,516 ) (37,234 ) 3 - - - $ (222,747)		Unrealized Gains on Financial Inst (Note 2)	ruments Unrealized Revaluation Increments Total (Notes 2 and 10) $ 13,852,517 $ 2,786,131 - - - - - - 13,852,517 2,786,131 (6,297,672 ) 4,423,456 (335,933 ) - - - - 3,505,843 - - - - 7,218,912 10,715,430 - - - - - - 7,218,912 10,715,430 1,803,241 2,629 (193,341 ) (5 ) - - - - 445,240 - $ 9,274,052 $ 10,718,054	Total Stockholders' Equity $ 78,641,019 - (5,843,084 ) - 72,797,935 (2,149,325 ) (335,933 ) 314,130 3,505,843 2,221,171 10,016,249 86,370,070 - (7,214,672 ) - 79,155,398 134,960 (193,525 ) (1,108,025 ) 6,235,192 445,240 $ 84,669,240
						Unrealized Gains (Losses) on Available- Unrealized Gains for-sale (Losses) of Cash Financial Assets Flow Hedge $ 13,855,562 $ (3,045 ) - - - - - - 13,855,562 (3,045 ) (6,274,453 ) (23,219 ) (335,933 ) - - - - - - - - - 7,245,176 (26,264 ) - - - - - - 7,245,176 (26,264 ) 1,812,019 (8,778 ) (193,341 ) - - - - - 445,240 - $ 9,309,094 $ (35,042)
	Special Reserve Unappropriated $ - $ 13,540,991 - (772,483 ) - (5,843,084 ) - (615,062) - 6,310,362 67,000 30,206 - - - - - - - - - 10,016,249 67,000 16,356,817 - (1,004,645 ) - (7,214,672 ) - (941,044) 67,000 7,196,456 (42 ) (71,252 ) - - - - - 6,235,192 - - $ 66,958 $ 13,360,396

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ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Investment income from equity-method investees, net Cash dividends received from equity-method investees Unrealized foreign exchange (gain) loss on bonds payable Amortization of discount on bonds payable Amortization Depreciation Deferred income taxes Gain on disposal of investments, net Realized deferred income Impairment loss on financial assets carried at cost Others Net changes in operating assets and liabilities: Financial assets held for trading Notes receivable Accounts receivable Other receivables Inventories Other current assets Accounts payable and accrued expenses Income tax payable Financial liabilities held for trading Customers’ deposits and advances Accrued pension cost Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of properties and equipment Proceeds from disposal of equity-method investments Increase in deferred charges (Increase) decrease in miscellaneous assets Proceeds from disposal of properties and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid Increase in long-term liabilities Increase (decrease) in short-term bills payable Increase (decrease) in short-term loans Decrease in miscellaneous liabilities

2012 2011 $ 6,235,192 $ 10,016,249 (5,751,813) (9,376,004) 5,112,294 5,809,663 (767,676) 705,868 398,085 314,923 275,990 280,297 254,941 293,790 (173,236) 143,433 (161,700) - (68,085) (68,085) 16,000 154,001 23,469 11,154 (16,000) (331,888) (112,166) (24,533) 100,016 94,672 (5,869) (36,299) (205,926) (212,239) 334,633 (310,132) 91,645 188,218 321,935 534 169,607 (1,247,005) (55,836) 66,781 (94,318) (132,743) 5,921,182 6,340,655 (833,347) (327,501) 623,870 - (132,875) (31,139) 7,914 (25,975) - 14 (334,438) (384,601) (7,214,343) (5,842,772) 1,199,416 15,780,094 699,748 (309,912) 300,000 (330,000) (2,936) (2,552) (Continued)

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ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousands of New Taiwan Dollars)

Repayments of long-term liabilities Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid (excluding capitalized interest) Income taxes paid NONCASH INVESTING AND FINANCING ACTIVITIES Current portion of long-term liabilities Revaluation increments of land Less: Reserve for land value increment tax Revaluation increments of land, net	2012 - (5,018,115) 568,629 5,741,767 $ 6,310,396 $ 264,019 $ 48,410 $ 6,640,329 $ - - $ -	2011 (11,485,000) (2,190,142) 3,765,912 1,975,855 $ 5,741,767 $ 293,913 $ 31,366 $ - $ 5,489,415 1,983,572 $ 3,505,843

(Concluded)

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

We have audited the accompanying balance sheets of Asia Cement Corporation (the “Corporation”) as of December 31, 2012 and 2011, and the related statements of income, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards and accounting principles generally accepted in the Republic of China.

We have also audited the consolidated financial statements of the Corporation and its subsidiaries as of and for the years ended December 31, 2012 and 2011, and have issued unqualified reports respectively, also dated March 27, 2013 (not presented herewith).

March 27, 2013

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

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Report 3: Supervisor’s Review Report on the 2012 Financial Statements

To: The 2013 Regular Shareholders’ Meeting

The undersigned has duly audited the Business Report, Financial Statements certified by CPA Mr. Hsin Wei Tai and Ms. Li Wen Kuo of the Deloitte & Touche, together with the Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2012, and found the same to be true and correct.

Therefore, in accordance with Article 219 of the Company Act of the Republic of China, the undersigned takes pleasure in submitting this report for your perusal and acceptance.

Asia Cement Corporation

Supervisor: Shaw Y. Wang

Champion Lee

K. T. Li

T.Y. Tung

L.T.Chang

March 29, 2013

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Report 4: The Adoption of “Codes of Ethical Conduct” and “Principles for Ethical Management”

Explanation:

For strengthening corporation governance and following “the Guidelines for the Adoption of Codes of Ethical Conduct by TWSE/GTSM Listed Companies” and “Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies”, the Company hereby adopted “Codes of Ethical Conduct” and “Principles for Ethical Management”.

The articles are attached as attachment 1 and attachment 2. Please refer to page 22-29 for details.

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Attachment 1

1. Codes of Ethical Conduct of Asia Cement Corporation

Article 1	For the purpose of encouraging directors, supervisors, managerial officers, and all employees of Asia Cement Corporation (“the Company”) to act in line with ethical standards, and to help stakeholders better understand the ethical standards of the Company, the Company hereby enacted this “Code of Ethical Conduct of Asia Cement Corporation” (“The Codes”) with reference to the “Guidelines for the Adoption of Codes of Ethical Conduct” set byTWSE.
Article 2	The Codes applies to directors, supervisors, managerial officers, and all employees of the Company (“All Personnel”).
Article 3	The Company and all personnel shall follow the code of ethics, uphold motivated and responsible attitude, get rid of selfishness, and abide by the principle of team-oriented and good faith when conducting business and duties.
Article 4	All personnel shall perform his duties in an objective and efficient manner, and shall not take advantage of his position in the Company to obtain improper benefits for himself or his spouse, parents, children, or relatives within the third degree of kinship. The Company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving foresaid personnel. Such personnel shall immediately explain whether there is any potential conflict of interest between them and the Company and act in accordance to the Codes to prevent such conflicts.
Article 5	All personnel shall not engage in any of the following activities: (1) obtaining personal gain by using company property or information or taking advantage of their positions, (2) competing with the Company (unless otherwise released by Shareholders’ Meeting), and (3)actionsprohibited bythe Codes and other rules.
Article 6	All Personnel shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Companyor the suppliers and customers.

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Article 7	All Personnel shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices. Unless fulfill social practice or allowed by the Company, all Personnel shall not require, give, or take any improper benefits for the interests of himself, company, or third party when performing his duties.
Article 8	All Personnel shall have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official businesspurposes.
Article 9	All Personnel shall abide by the Company Act, Securities and Exchange Act and other applicable laws and regulations.
Article 10	The Company shall raise awareness of the Codes for all Personnel internally. All personnel shall report to supervisors, managerial officers, chief internal auditor, or any other appropriate individual upon suspicion or discovery of any activity in violation of a law, regulation, or the Codes with sufficient information. The Company shall handle and investigate reported cases in confidential wayandprotect suchpersonnel from reprisals.
Article 11	When all Personnel violate the Codes, the Company shall handle the matter in accordance with the disciplinary measures prescribed in laws or the Company’s regulations. The Company shall immediately disclose on the Market Observation Post System (MOPS) the name and title of the violator, the date of the violation, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken. The Company shall establish a relevant appeal system to provide the violator with remedies.
Article 12	In case any exemption from compliance with the Codes for all Personnel is needed, it shall be adopted by a resolution of the board of directors, and that information on the name and title of the person entitled to such exemption, the date on which the board of directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption be disclosed immediately on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall anyarbitraryor

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	dubious exemption from the Codes, and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.
Article 13	The Company shall disclose the Codes and any amendments to it, in its annual reports andprospectuses and on the MOPS.
Article 14	The Codes and any amendment to it shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to the shareholders meeting.

*In case of any discrepancy between this English translation and the Chinese text of

this document, the Chinese text shall prevail.

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Attachment 2

2. Principles for Ethical Management of Asia Cement Corporation

Article 1	For the purpose of developing a corporate culture of ethical management and sound development, Asia Cement Corporation (“the Company”) hereby enacted this “Principles for Ethical Management of Asia Cement Corporation” (“The Principles”) with reference to the “Ethical Corporate Management Best Practice Principles” set by TWSE. The Principles is applicable to the business groups and organizations of the Company, which comprise its subsidiaries, any foundation to which the Company's direct or indirect contribution of funds exceeds 50% of the total funds received, and other institutions or juridical persons which are substantially controlled by the Company ("Business Group").
Article 2	When engaging in commercial activities, directors, supervisors, managers, employees of the Company (“All Personnel”) shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, or commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("Unethical Conduct") for purposes of acquiring or maintaining benefits. Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other interestedparties.
Article 3	"Benefits" in the Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adverselyaffect specific rights and obligations shall be excluded.
Article 4	The Company and all Personnel shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM-listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.
Article 5	The Companyshall abide bythe managementphilosophyof

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	honesty, transparency and responsibilities, set up policies based on the principle of good faith, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
Article 6	The Company shall establish its own ethical best practice principle to forestall unethical conduct which includes matters all Personnel should pay attention to and complies with relevant laws and regulations.
Article 7	When establishing ethical best practice principle, the Company shall analyze which business activities within its business scope which may be at a higher risk of being involved in an unethical conduct. Ethical best practice principle shall at least include preventive measures against the following: 1. offering and acceptance of bribes, 2. illegal political donations, 3. improper charitable donations or sponsorship, and 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Article 8	The Company and its Business Group shall clearly specify ethical corporate management policies in their rules and external documents. The board of directors and the management level shall undertake to rigorously and thoroughly enforce such policies for internal management and external commercial activities.
Article 9	The Company shall engage in commercial activities in a fair and transparent manner. Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients or other trading counterparties, and their records of unethical conduct, if any. It is advisable not to have any dealings with persons who have any records of unethical conduct. When entering into contracts with other parties, the Company shall include in such contracts provisions demanding ethical corporate management policy compliance. In the event that the trading counterparties are suspected of engaging in unethical conduct, the Companymayat anytime terminate or cancel the contracts.
Article 10	All Personnel shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, including rebates, commissions, greasepayments,or in the wayoffer improper benefits to

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	clients, agents, contractors, suppliers, public servants, or other interested parties and vice versa, unless the laws of the territories where the Companyoperatespermit so.
Article 11	When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and all Personnel shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
Article 12	When making or offering donations and sponsorship, the Company and all Personnel shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
Article 13	The Company prohibits all Personnel, directly or indirectly, to accept any gifts, benefits or special treatment from business partners or potential business partners, including abnormal and super luxury banquet or other hospitality in any other forms which are irrelevant to business activities and common social practices. All Personnel shall not accept any gifts or benefits from suppliers, distributors, and customers unless in accordance with common social practices and not exceeding NT $3,000. Souvenirs and promotion products with a printed logo by the relevant counterparties shall also be excluded. Cash and other sorts of gifts shall be rejected in a delicate and polite way after explaining the rules of the Company. Unless with prior approval, all Personnel shall not accept a prize or gift in celebration or recreational activities. All Personnel shall not borrow money, enter payable lease or non-payable lease arrangements, or arrange borrowing/lending in any other form with the Company’s suppliers,distributors,customers.
Article 14	The board of directors of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure a thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company appoints its Human Resource Department to be in charge of establishing and enforcing the ethical corporate management policies and prevention program and reportingto the board of directors on a regular basis.

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Article 15	The Company and all Personnel shall comply with laws and regulations and the ethical best practice principle when conducting business.
Article 16	The Company shall promulgate policies for preventing conflicts of interests and offer appropriate means for all Personnel to voluntarily explain whether their interests would potentially conflict with those of the Company. The Company’s directors shall exercise a high degree of self-discipline. A director may present his opinion and answer relevant questions but is prohibited from participating in discussion of or voting on any proposal where the director or the juristic person that the director represents is an interested party, and such participation is likely to prejudice the interests of the Company; neither shall a director vote on such proposal as a proxy of another director in such circumstances. The directors shall practice self-discipline and must not support one another in improper dealings. All Personnel shall not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents,children or anyotherperson.
Article 17	The Company shall establish effective accounting systems and internal control systems for business activities which may at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. Internal auditors of the Company shall periodically examine the Company's compliance with the foregoing and prepare audit reports and submit the same to the board of directors.
Article 18	The Company shall establish operational procedures and guidelines containing the following matters: 1. Standards for determining whether improper benefits have been offered or accepted, 2. Procedures for offering legitimate political donations, 3. Procedures and the standard rates for offering charitable donations or sponsorship, 4. Rules for avoiding work-related conflicts of interests and how they should be reported and handled, 5. Rules for keepingconfidential trade secrets and sensitive business

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	information obtained in the ordinary course of business, 6. Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct, 7. Handling procedures for violations of the Principles, and 8. Disciplinarymeasures on offenders.
Article 19	The Company shall periodically organize training and awareness programs for all Personnel so they understand the Company's resolve to implement ethical corporate management, the related policies, prevention program and the consequences of committing unethical conduct. The Company shall apply the policies of ethical corporate management when set up its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.
Article 20	All Personnel shall report on any unethical conduct to supervisors, managers, chief auditor, or any other proper managers. The Company shall keep the reporter's identity and content of the report confidential. When any unethical conduct happened, despites of the disciplinary system of the Company, the Company shall immediately disclose on its internal website the offender's job title, name, date, the violation was committed, violating act and how the matter was handled. The Company shall establish a relevant appeal system to provide the violator with remedies.
Article 21	The Company shall disclose the status of the enforcement of their own ethical corporate management best practice principles on their companywebsites,annual reports,andprospectuses.
Article 22	The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management, and encourage all Personnel to make suggestions so as to review and improve their ethical corporate management best practice principles and achieve better results from implementingtheprinciples.
Article 23	The Principles shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.

*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

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Report 5: Amendment to “the Meeting Rules of Board of Directors”

Explanation:

The Board of Directors amended the Article 5-1, 5-2, 9, 11, 16 of “the Meeting Rules of Board of Directors” of the Company. Please refer to page 31-35 for details.

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Comparison Table for “the Meeting Rules of Board of Directors”

After the amendment	Before the amendment
Article 5-1 The content of the periodic meeting shall include at least the following: 1. Items to be reported: a. Minutes and execution status of last meeting b. Important report about finance and business (including financial statements of first, second, and third quarter). c. Report of internal audit business d. Other important report items 2. Items to be discussed: a. Items remaining for discussion over the last meeting b. Items to be discussed at this meeting 3. ExtemporaryMotions	Article 5-1 The content of the periodic meeting shall include at least the following: 1. Items to be reported: a. Minutes and execution status of last meeting b. Important report about finance and business c. Report of internal audit business d. Other important report items 2. Items to be discussed: a. Items remaining for discussion over the last meeting b. Items to be discussed at this meeting 3. ExtemporaryMotions
Article 5-2 The following items shall be submitted for discussion over the meeting of board of directors: 1. Operation plans of the company 2. Annual financial statement reports 3. Adoption or amendment of internal control system pursuant to article 14-1 of the Securities and Exchange Act. 4. Adoption or amendment pursuant to article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, endorsements or guarantees for others. 5. The offering, issuance or private placement of any equity-type securities. 6. Employment and discharge of a financial,	Article 5-2 The following items shall be submitted for discussion over the meeting of board of directors: 1. Operation plans of the company 2. Annualand biannualfinancial statement reports 3. Adoption or amendment of internal control system pursuant to article 14-1 of the Securities and Exchange Act. 4. Adoption or amendment pursuant to article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, endorsements or guarantees for others. 5. The offering, issuance or private placement of any equity-type securities. 6. Employment and discharge of a financial,

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	After the amendment	Before the amendment
	accounting or internal audit officer. 7. A donation to a related party or a major donation to a non-related party. A donation in public-interest or for disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 8. Pursuant to article 14-3 of the Securities and Exchange Act, other governing laws or articles of incorporations, important items which shall be effected by resolutions of the stockholders’ meeting, be submitted to the board of directors or regulated by competent authority. The term"related party"in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party"means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT $100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term"within a 1-year period"in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. With respect to the discussion of matters specified under Article 14-3 of the Securities and Exchange Act, independent directors shall attend board meetings in person; if an independent director is	accounting or internal audit officer. 7. Pursuant to article 14-3 of the Securities and Exchange Act, other governing laws or articles of incorporations, important items which shall be effected by resolutions of the stockholders’ meeting, be submitted to the board of directors or regulated by competent authority.

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	After the amendment	Before the amendment
	unable to attend a board meeting in person and wishes to delegate his/her rights, he/she can only delegate another independent director to attend on his/her behalf. Any dissenting opinion or abstention by independent directors shall be recorded in the board meeting minutes. If independent directors are unable to attend board meetings in person to express their dissenting opinion or abstention, except for legitimate reasons, they shall submit a written statement in advance to be recorded in the board meetings minutes. All items set out in thefirstparagraph shall be listed along with meeting notification and shall not be raised as extemporary motion except in the case of emergencyor withgood cause shown.	All items set out in theprecedingparagraph shall be listed along with meeting notification and shall not be raised as extemporary motion except in the case of emergencyor withgood cause shown.
	Article 9 The chairman may appointpersonnel of relevant department or subsidiaryfor attendance, based on requirements of the meeting content, to assist the directors to understand the company status and make appropriate decisions. The supervisors may attend the meeting and make statement but do not have the right to vote. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.	Article 9 The chairman may appointmanagers of relevant department for attendance, based on requirements of the meeting content, to assist the directors to understand the company status and make appropriate decisions. The supervisors may attend the meeting and make statement but do not have the right to vote.
	Article 11 The directors shall uphold high discipline such that a directorshall explain the important aspects of the relationship of interest in the board meetingand shall	Article 11 The directors shall uphold high discipline such that a directormay express opinion and answer questions butshall notjoin discussion, vote nor exercise the

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After the amendment	Before the amendment
not join discussion, vote nor exercise the voting right on behalf of another director for matter which he/she has a personal interest or concerns interest of which he/she represents for other legal entity which may impair the interest of the company. In passing a resolution at the directors meeting, the directors who cannot exert the voting rights pursuant to the preceding regulation, their votes shall not be counted in the number of votes of directors present at the meeting.	voting right on behalf of another director for matter which he/she has a personal interest or concerns interest of which he/she represents for other legal entity which may impair the interest of the company. In passing a resolution at the directors meeting, the directors who cannot exert the voting rights pursuant to the preceding regulation, their votes shall not be counted in the number of votes of directors present at the meeting.
Article 16 Resolutions adopted at a directors’ meeting shall be recorded in the minutes of the meeting and shall contain detailed description of the followings: 1. Meeting number (or year), time and location of meeting 2. Name of chairperson 3. Attendance status of directors (including the numbers and names of directors that are, present, absent and on leave) 4. Names and titles of the attendees 5. Name of record keeper 6. Items reported 7. Items discussed: including the resolution method and result for each proposal, the brief statements of directors, supervisors, experts, and others, and the name of any director that is an interested party as referred to in the first paragraph of article 11, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and any records or written statement of any objection or reservation; and any opinion issued in writing by an independent director under paragraph 4 of	Article 16 Resolutions adopted at a directors’ meeting shall be recorded in the minutes of the meeting and shall contain detailed description of the followings: 1. Meeting number (or year), time and location of meeting 2. Name of chairperson 3. Attendance status of directors (including the numbers and names of directors that are, present, absent and on leave) 4. Names and titles of the attendees 5. Name of record keeper 6. Items reported 7. Items discussed: including the resolution method and result of each proposal, the brief statements of the directors, supervisors, experts and others, and any records or written statement of any objection or reservation.

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	After the amendment	Before the amendment
	Article 5-2. 8. Extemporary Motions: including the name of proponent, the resolution method and result of each proposal, the brief statements of the directors, supervisors, experts and others,the name of any director that is an interested party as referred to in the first paragraph of article 11, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and any records or written statement of any objection or reservation. 9. Other items required to be recorded Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the competent authority. The meeting minutes shall consist of the attendance book. The minutes shall be signed or sealed by the chairperson and record keeper. The minutes shall be sent, within 20 days of meeting, to all the directors, supervisors and other attendees. The minutes shall also be kept as important files for as long as the Company remains in existence. The creation and distribution of the minutes can be done in the electronic format.	8. Extemporary Motions: including the name of proponent, the resolution method and result of each proposal, the brief statements of the directors, supervisors, experts and others, and any records or written statement of any objection or reservation. 9. Other items required to be recorded The meeting minutes shall consist of the attendance book. The minutes shall be signed or sealed by the chairperson and record keeper. The minutes shall be sent, within 20 days of meeting, to all the directors, supervisors and other attendees. The minutes shall also be kept as important files for as long as the Company remains in existence. The creation and distribution of the minutes can be done in the electronic format.

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Report 6: The Report to the Adjustment of Retained Earnings Available For Distribution and the Amounts Appropriated Into Special Reserve after the Initial Adoption of International Financial Reporting Standards (IFRSs)

Explanation:

1. The retained earnings of the Company increased NT$21,733,603 thousand for the initial adoption of IFRSs on January 1, 2012 (the transition date) and increased NT$20,578,377 thousand on January 1, 2013.

2. On January 1, 2012, according to Rule no. 1010012865 issued by the Financial Supervisory Commission (FSC) on April 6, 2012, the Company is required to record special reserve equal to the amounts of adjusted unrealized revaluation increments, cumulative translation adjustments and unappropriated earnings recognized from the investment properties of associates which used fair value as deemed cost when applying the IFRS 1 exemptions. These amounts were NT$10,715,430 thousand, NT$3,163,258 thousand, and NT$52,494 thousand respectively. Since the Company used and disposed some of the related assets in 2012, thus special reserve reversed to unappropriated earnings, NT$453 thousand shall be deducted. The Company was required to recognize a special reserve amounted to NT$13,930,728 thousand.

3. Above all, due to the Company’s adoption of IFRSs, retained earnings available for distribution increased NT$6,629,631 thousand on January 1, 2013.

4. 36 -

III Recognizing Events

Proposed by the Board

Proposal 1: Acceptance of the 2012 business report and financial statements

Explanation:

The 2012 Business Report and Financial Statements of Asia Cement Corporation,

attached as page 11-19, were audited and approved by all supervisors.

The Supervisor’s Review Report on the 2012 Financial Statements is attached as page

Resolution:

• 37 -

Proposed by the Board Proposal 2: Acceptance of the proposal for distribution of 2012 profits

Explanation:

1. The Board has approved the following proposal for distribution of 2012 profits in accordance with the Article 26 of the Articles of Incorporation of Asia Cement Corporation.

1. The Board has approved the following proposal for distribution of 2012 profits in accordance with the Article 26 of the Articles of Incorporation of Asia Cement Corporation.	1. The Board has approved the following proposal for distribution of 2012 profits in accordance with the Article 26 of the Articles of Incorporation of Asia Cement Corporation.	1. The Board has approved the following proposal for distribution of 2012 profits in accordance with the Article 26 of the Articles of Incorporation of Asia Cement Corporation.
Unit: NT$ A. 2012 net profit after tax $ 6,235,191,559 Less: recognizing the adjustment of the undistributed profits of invested companies under equity method 71,251,386 Subtotal 6,163,940,173 Less: setting aside the legal reserve 616,394,017 Subtotal 5,547,546,156 Add: undistributed net profit 7,196,455,761 Distributable net profit 12,744,001,917 Less: unappropriated retained earnings 6,605,257,514 Proposed profit distribution $ 6,138,744,403 B. Distributable items Dividend $ 3,960,480,260 Shareholder bonus 2,178,264,143 $ 6,138,744,403 Note: Remuneration of directors and supervisors $ 198,024,013 Employees cash bonus 264,032,017 $ 462,056,030 C. 2012 dividend distributed as below: Cash dividend: NT$ 1.7 per share $ 5,492,560,783 Stock dividend: NT$ 0.2 per share 646,183,620 Total $ 6,138,744,403
	$	6,235,191,559 71,251,386
		6,163,940,173 616,394,017
		5,547,546,156 7,196,455,761
		12,744,001,917 6,605,257,514
	$	6,138,744,403
	$	3,960,480,260 2,178,264,143
	$	6,138,744,403
	$	198,024,013 264,032,017
	$	462,056,030
	$	5,492,560,783 646,183,620
	$	6,138,744,403

1. 2012 net profit will be distributed with priority.

2. The proposed cash dividend is distributed on the distribution record date after the approval of 2013 annual shareholders' meeting; capital increase by new shares is distributed on another distribution record date upon the application to competent authority takes effect. However, in the event that, before the distribution record date, in accordance with the Article 28-2 of the Security Exchange Act, the proposed

3. 38 -

profit distribution is affected by a buyback of shares for transferring or a write off, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

Resolution:

• 39 -

IV Discussing Events

Proposed by the Board Proposal 1: Proposal for New Share Issue through Capitalization of Earnings

Explanation:

1. The authorized capital of Asia Cement Corporation is NT$ 36, 000,000,000, including convertible shares NT$ 3,500,000,000 and employee stock option NT$ 100, 000,000. The authorized capital is divided into 3,600,000,000 shares. Par value per share is NT$ 10. Up to the end of 2012, the paid-in capital is NT$ 32,309,181,070, divided into 3,230,918,107 shares. The remaining unissued 9,081,893 shares which equals to NT$ 90,818,930 will be issued in 2013. Besides, The Board of Directors proposed to increase authorized capital NT$ 4,000,000,000 which the Board is authorized to issue in separate trenches. In 2013, the Board resolved to issue NT$ 555,364,690. Above all, The Company will issue 64,618,362 shares in 2013 totally, which is equal to NT$ 646,183,620.

2. To strengthen working capital and financial structure, the Company proposes to withdraw NT$ 646,183,620 from distributable earnings to issue stock dividends, 64,618,362 shares. Par value per share is NT$10. Each shareholder will be entitled to receive a stock dividend of 20 shares per 1,000 shares held by such shareholder.

3. Upon the approval of the 2013 Regular Shareholders’ Meeting and the relevant government authority, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues. For the fractional shares which cannot be pooled, the distribution will be made in the form of cash according to the Article 240 of Company Act. Such fractional shares will be purchased by the Employee Trust Fund of the Company.

4. The new shares will be issued in dematerialized form. Rights and obligations of the new issued shares are same as existing shares.

5. After this new share issue, the paid-in capital will be NT$ 32,955,364,690 which is equal to 3,295,536,469 shares. Par value per share is NT$10.

Resolution:

• 40 -

Proposed by the Board

Proposal 2: Amendment to “the Articles of Incorporation of Asia Cement Corporation”

Explanation:

The Board of Directors proposed to amend the Article 6, 13,15,16,31 of “the Articles of Incorporation of Asia Cement Corporation”. Please refer to page 42-44 for details.

Resolution:

• 41 -

Comparison Table for

“Articles of Incorporation of Asia Cement Corporation”

	After the amendment	Before the amendment
	Article 6 The Company's total capital shall beforty billion New Taiwan Dollars (NT$40,000,000,000) divided into 4,000,000,000shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches. Out of the above total capital amount, One Hundred Million New Taiwan Dollars (NT$100,000,000) shall be divided into 10,000,000 shares of NT$10 each, to be issued as warrants for employees to subscribe.	Article 6 The Company's total capital shall bethirty-six billion New Taiwan Dollars (NT$36,000,000,000) divided into 3,600,000,000shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches. Out of the above total capital amount, One Hundred Million New Taiwan Dollars (NT$100,000,000) shall be divided into 10,000,000 shares of NT$10 each, to be issued as warrants for employees to subscribe.
	Article 13 Shareholders may by way of power of attorney appoint proxies to attend the shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included. Unless otherwise stipulated by the Company Act, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders' Meetingof Public Companies".	Article 13 Shareholders may by way of power of attorney stamped with the seal registered with the Company appoint proxies to attend the shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included. Unless otherwise stipulated by the Company Act, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders' Meetingof Public Companies".
	Article 15 Minutes and resolutions of shareholders' meeting shall be recorded and signed by or affixed with the	Article 15 Minutes and resolutions of shareholders' meeting shall be recorded and signed by or affixed with the

• 42 -

	seal of the chairperson of the meeting. The said minutes and resolutions shall specify the date and place of the shareholders' meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairperson of the shareholders' meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the proxies' powers of attorney, in compliance with the law. The preparation and distribution of the minutes of shareholders'meeting as required in the preceding Paragraph may be made by means of electronic transmission.	seal of the chairperson of the meeting. The said minutes and resolutions shall specify the date and place of the shareholders' meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairperson of the shareholders' meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the proxies' powers of attorney, in compliance with the law.
	Article 16 There shall be 13 Directors and 5 Supervisors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total number of the registered shares of the Company held by all of the Directors and Supervisors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies". The term of office of Directors and Supervisors are for a period of 3 years. They may be reappointed following their re-election. Independent directors shall not be less than two in number and shall not be less than one-fifth of the total number of directors. Directors and supervisors shall be elected by adopting candidate nomination system in accordance with the	Article 16 There shall be 13 Directors and 5 Supervisors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total number of the registered shares of the Company held by all of the Directors and Supervisors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies". The term of office of Directors and Supervisors are for a period of 3 years. They may be reappointed following their re-election.

• 43 -

	Article 192-1 of Company Act. A shareholder shall elect the directors, supervisors, and independent directors from the nominees listed in the roster of candidates. The election of independent directors, non-independent directors, and supervisors should be held together while elected quotas shall be calculated separately
	Article 31 These Articles of Incorporation were drafted on January 27, 1957, and came into effect following its approval by the competent authorities. Amendments shall take effect following their approval at the shareholders' meetings. …… Forty-ninth amendment on June 22, 2011. Fiftieth amendment on June 21, 2013.	Article 31 These Articles of Incorporation were drafted on January 27, 1957, and came into effect following its approval by the competent authorities. Amendments shall take effect following their approval at the shareholders' meetings. …… Forty-ninth amendment on June 22, 2011.

*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

• 44 -

Proposed by the Board

Proposal 3: Amendment to “the Meeting Rules of Shareholders for Asia Cement Corporation”

Explanation:

The Board of Directors proposed to amend the Article 2, 11 of “the Meeting Rules of Shareholders for Asia Cement Corporation”. Please refer to page 46-48 for details.

Resolution:

• 45 -

Comparison Table for “the Meeting Rules of Shareholders for Asia Cement Corporation”

	After the amendment	Before the amendment
	Article 2 The location for stockholders’ meeting shall be the Company’s place of business or a place convenient for attendance by stockholders (or by proxies) that is suitable for holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM. The stockholders (or proxies) when attending the meeting shall wear admission badge and hand in signed attendance form. When convening stockholders’meeting, the Company shall incorporate electronic vote casting as one of the alternative ways to cast the vote, and the procedure of electronic casting shall be written in the notice of stockholders’meeting. Shareholders who vote via electronic casting is deemed as presented in person. With respect to extemporary motions, amendments of the original proposals, and substitute proposals raised in the stockholders’meeting, those who vote via electronic casting shall be considered as abstain. Number of stockholders in attendance shall be calculated based on the number of attending shares, which equals to the sum of number of shares shown on the signed attended forms and the number of voting shares via electronic casting. The Company may appoint lawyers, accountants or related personnel to attend the stockholders’ meeting. The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband. For a stockholders’ meeting convened by the Board of Directors, the chairperson of the Board of Directors	Article 2 The location for stockholders’ meeting shall be the Company’s place of business or a place convenient for attendance by stockholders (or by proxies) that is suitable for holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM. The stockholders (or proxies) when attending the meeting shall wear admission badge and hand in signed attendance formto be used to calculate the number of attending shares. The Company may appoint lawyers, accountants or related personnel to attend the stockholders’ meeting. The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband. For a stockholders’ meeting convened by the Board of Directors, the chairperson of the Board of Directors

• 46 -

After the amendment	Before the amendment
shall preside at the meeting. If the chairperson of the Board of Directors is on leave or unable to exercise the rights, the vice-chairperson of the Board of Directors shall preside instead. If the position of vice-chairperson is vacant or the vice-chairperson is on leave or unable to exercise the rights, the chairperson of the Board of Directors shall designate a director to preside at the meeting. If no director is so designated, the chairperson of the meeting shall be elected by the Board of Directors from among themselves. For a stockholders’ meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting; if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from among themselves. The complete processes of the meeting shall be recorded by voice or video recorders and all the records shall be kept by the Company for a minimum period of at least oneyear.	shall preside at the meeting. If the chairperson of the Board of Directors is on leave or unable to exercise the rights, the vice-chairperson of the Board of Directors shall preside instead. If the position of vice-chairperson is vacant or the vice-chairperson is on leave or unable to exercise the rights, the chairperson of the Board of Directors shall designate a director to preside at the meeting. If no director is so designated, the chairperson of the meeting shall be elected by the Board of Directors from among themselves. For a stockholders’ meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting; if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from among themselves. The complete processes of the meeting shall be recorded by voice or video recorders and all the records shall be kept by the Company for a minimum period of at least oneyear.
Article 11 In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company’s Articles of Incorporation, resolution shall be passed by a majority of the voting rights represented by the stockholders (or proxies) attending the meeting.	Article 11 In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company’s Articles of Incorporation, resolution shall be passed by a majority of the voting rights represented by the stockholders (or proxies) attending the meeting.The proposal for a resolution shall be deemed approved if the chairperson inquires and received no objection, the validity of such approval has the same effect as if the resolution has been put to vote.

• 47 -

	After the amendment	Before the amendment
	The proposal for a resolution shall be deemed approved if no objection expressed by stockholders casting their votes via electronic casting, and if the chairperson inquires and receives no objection from stockholders in attendance in person. The validity of such approval has the same effect as if the resolution has been put to vote. If any objection of a proposal being expressed, such proposal shall be put to vote. All proposals may be put to vote one after the other by its sequence, or may be put to vote together and numbers of votes for each proposal are counted separately. Whichever way of the voting procedures shall be decided by the chairperson. If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other proposal shall be deemed rejected without requirement to put it to vote. The results of voting shall be reported on the spot and kept for records.	If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other proposal shall be deemed rejected without requirement to put it to vote. The results of voting shall be reported on the spot and kept for records.

• 48 -

Proposed by the Board Proposal 4: Amendment to “the Election Rules for Directors and Supervisors for Asia Cement Corporation”

Explanation:

The Board of Directors proposed to amend the Article 3 of “the Election Rules for Directors and Supervisors for Asia Cement Corporation”. Please refer to page 50 for details.

Resolution:

• 49 -

Comparison Table for

“the Election Rules for Directors and Supervisors for Asia Cement Corporation”

	After the amendment	Before the amendment
	Article 3 The election of directors and supervisors shall be pursued according to the number of position required and shall be held together; provided, however, that the independent and non-independent directors elected shall be calculated separately. The candidates that obtain more number of votes shall be elected.If there are more than two candidates obtaining the same number of vote but the number of position offered is limited, a draw shall be made amongst the two candidates to determine. The chairperson shall conduct the drawing for the candidate who is absent. Independent directors shall be elected by adopting the candidate nomination system specified in Article 192-1 of Company Act. Moreover, the professional qualifications, the assessment of independence and other matters of the independent directors shall be in compliance with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”or other relevant regulations.	Article 3 The election of directors and supervisors shall be pursued according to the number of position required. The candidates that obtain more number of votes shall be elected.If there are more than two candidates obtaining the same number of vote but the number of position offered is limited, a draw shall be made amongst the two candidates to determine. The chairperson shall conduct the drawing for the candidate who is absent.

• 50 -

Proposed by the Board Proposal 5: Amendment to “the Procedure for Making

Endorsements and Guarantees” and “the Procedure for Loans of Funds to Others”

Explanation:

The Board of Directors proposed to amend the Article 3 of “the Procedure for Making Endorsements and Guarantees” and “the Procedure for Loans of Funds to Others”. Please refer to page 52-64 for details.

Resolution:

• 51 -

1. Comparison Table for

“the Procedure for Making Endorsements and Guarantees”

	After the amendment	Before the amendment
	Article2 The Company may make endorsements /guarantees for the following companies: 1. A firm having business transaction with the Company. 2. A firm which the Company holds, directly and indirectly, more than 50 % of its voting shares. 3. A firm which holds, directly and indirectly, more than 50% of the voting shares in the Company. The subsidiaries in which the Company holds, directly and indirectly, 90% or more of the voting shares may make endorsements/ guarantees for each other, and the amount of endorsements/ guarantees may not exceed 10% ofthe Company’s net worth as last reviewed/ audited by the charted accountants(hereinafter referred to as “the Company’s Latest Net Worth”), provided that this restriction shall not apply to endorsements/ guarantees made between the subsidiaries in which the Company holds, directly and indirectly, 100% of the voting shares. The above restrictions shall not apply to the circumstances where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders to undertake a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages.	Article2 The Company may make endorsements /guarantees for the following companies: 1. A firm having business transaction with the Company. 2. A firm which the Company holds, directly and indirectly, more than 50 % of its voting shares. 3. A firm which holds, directly and indirectly, more than 50% of the voting shares in the Company. The subsidiaries in which the Company holds, directly and indirectly, 90% or more of the voting shares may make endorsements/ guarantees for each other, and the amount of endorsements/ guarantees may not exceed 10% ofthe Company’s net worth, provided that this restriction shall not apply to endorsements/ guarantees made between the subsidiaries in which the Company holds, directly and indirectly, 100% of the voting shares. The above restrictions shall not apply to the circumstances where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders to undertake a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages.

• 52 -

	After the amendment	Before the amendment
	The “capital contribution” mentioned herein shall refer to capital contribution directly by the Company, or through a subsidiary in which the Company holds 100% of its voting shares. The “subsidiary” and “parent company” mentioned hereinshall be as determined under Regulations Governing the Preparation of Financial Reports by Securities Issuers.	The “capital contribution” mentioned herein shall refer to capital contribution directly by the Company, or through a subsidiary in which the Company holds 100% of its voting shares. The “subsidiary” and “parent company” mentioned hereinshall be defined pursuant to #V and #VII of Financial & Accounting Rule Gazettes promulgated by the Accounting Research & Development Foundation, Republic of China
	Article 3 The total amount of endorsements/ guarantees made by the Company shall not reach 100% or more ofthe Company’s Latest Net Worth.The total amount of endorsements/ guarantees provided for any single enterprise shall not reach 50% or more ofthe Company’s Latest Net Worth. The ceiling on the total amount of endorsements/ guarantees made by the Company and its subsidiaries shall be 100% ofthe Company’s Latest Net Worth. The ceiling on the amount of endorsements/ guarantees made by the Company and its subsidiaries to any single enterprise shall be 50% ofthe Company’s Latest Net Worth.If the aggregate amount of endorsements/ guarantees made by the Company and its subsidiaries reaches 50% or more ofthe Company’s Latest Net Worth,an explanation of the necessity and rationale thereof shall be presented to the shareholdings’ meeting. The financial reports of the Company are prepared according to the International Financial Reporting Standards. The"net worth"in this procedure refers to the balance sheet equity attributable to the owners of	Article 3 The total amount of endorsements/ guarantees made by the Company shall not reach 100% or more ofits current net worth.The total amount of endorsements/ guarantees provided for any single enterprise shall not reach 50% or more ofthe Company’s current net worth. The ceiling on the total amount of endorsements/ guarantees made by the Company and its subsidiaries shall be 100% ofthe Company’s current net worth. The ceiling on the amount of endorsements/ guarantees made by the Company and its subsidiaries to any single enterprise shall be 50% ofthe Company’s current net worth.If the aggregate amount of endorsements/ guarantees made by the Company and its subsidiaries reaches 50% or more ofthe Company’s current net worth,an explanation of the necessity and rationale thereof shall be presented to the shareholdings’ meeting.

• 53 -

	After the amendment	Before the amendment
	the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
	Article 4 Prior to the provision of endorsements/ guarantees, the Company’s Finance Department shall prudently evaluate its compliance with Regulations Governing Loaning of Funds and Making of Endorsements /Guarantees by Public Companies (hereinafter referred to as “the Regulation”) , and with this Procedure, including the following items. The company may make an endorsement/ guarantee only after the evaluation results have been submitted to and resolved upon by the Board of Directors; provided that, in a timely manner, the Board of Directors may empower the Chairman to approve such provision within a specific limit, subject to ratification by the Board of Directors in the upcoming meeting. The evaluation mentioned herein shall include, 1. The necessity and rationale of the endorsements/ guarantees. 2. The credit status and risk assessment of the entity for which the endorsement/ guarantee is made. 3. The impact on the operation risk, financial condition and shareholders’ equity of the Company. 4. Whether collateral must be obtained and appraisal of the value thereof. The subsidiaries in which the Company holds, directly and indirectly, 90% of the voting shares shall make endorsements/ guarantees, based on Item 2 of Article 2 of this Procedure, to another party only after passage by the Company’s Board of Directors, provided that this restriction shall not applyto endorsements/	Article 4 Prior to the provision of endorsements/ guarantees, the Company’s Finance Department shall prudently evaluate its compliance with Regulations Governing Loaning of Funds and Making of Endorsements /Guarantees by Public Companies (hereinafter referred to as “the Regulation”) , and with this Procedure, including the following items. The company may make an endorsement/ guarantee only after the evaluation results have been submitted to and resolved upon by the Board of Directors; provided that, in a timely manner, the Board of Directors may empower the Chairman to approve such provision within a specific limit, subject to ratification by the Board of Directors in the upcoming meeting. The evaluation mentioned herein shall include, 1. The necessity and rationale of the endorsements/ guarantees. 2. The credit status and risk assessment of the entity for which the endorsement/ guarantee is made. 3. The impact on the operation risk, financial condition and shareholders’ equity of the Company. 4. Whether collateral must be obtained and appraisal of the value thereof. The subsidiaries in which the Company holds, directly and indirectly, 90% of the voting shares shall make endorsements/ guarantees, based on Item 2 of Article 2 of this Procedure, to another party only after passage by the Company’s Board of Directors, provided that this restriction shall not applyto endorsements/

• 54 -

After the amendment

Before the amendment

guarantees made between the subsidiaries in which the Company holds, directly and indirectly, 100% of the voting shares. Where the Company makes an endorsement/ guarantee due to needs arising from business dealings, whether the amount of the endorsement/ guarantee stays commensurate with the amount of such business transaction shall be further assessed. The “amount of business transaction” mentioned herein refers to the amount of actual purchases, sales or trading between the Company and another party in the preceding year. Where the Company needs to exceed the limits on the aggregate amount set forth to satisfy its business requirements, and where the conditions set forth in this Procedures are complied with, it shall obtain approval from the Board of Directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/ guarantee. It shall also amend this Procedure accordingly and submit the amended version to the Shareholders’ Meeting for ratification after the fact. If the Shareholders’ Meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. Where the Company has established the position of independent directors, when the Board of Directors is discussing about this Procedure, issues relevant with making endorsements/guarantees for others, and all stated as forth, the Company shall take each independent directors’ opinions into full consideration; while independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of

guarantees made between the subsidiaries in which the Company holds, directly and indirectly, 100% of the voting shares. Where the Company makes an endorsement/ guarantee due to needs arising from business dealings, whether the amount of the endorsement/ guarantee stays commensurate with the amount of such business transaction shall be further assessed. The “amount of business transaction” mentioned herein refers to the amount of actual purchases, sales or trading between the Company and another party in the preceding year. Where the Company needs to exceed the limits on the aggregate amount set forth to satisfy its business requirements, and where the conditions set forth in this Procedures are complied with, it shall obtain approval from the Board of Directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/ guarantee. It shall also amend this Procedure accordingly and submit the amended version to the Shareholders’ Meeting for ratification after the fact. If the Shareholders’ Meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. Where the Company has established the position of independent directors, when the Board of Directors is discussing about this Procedure, issues relevant with making endorsements/guarantees for others, and all stated as forth, the Company shall take each independent directors’ opinions into full consideration; while independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of

• 55 -

	After the amendment	Before the amendment
	the Board of Directors' meeting. If, as a result of changes in circumstances, an endorsed/ guaranteed entity fails to comply with the regulations set forth or the balance of endorsement/guarantee has exceeded the limits, the Company shall adopt rectification plans, submit the plans to all the supervisors, and complete the rectification according to the timeframe set out in the plan. The Company and its subsidiaries shall pay attention to the finance, business and credit condition of the endorsed/ guaranteed entity whose net worth is lower than half of its paid-in capital. If the aforementioned entity has provided collaterals, the Company and its subsidiaries shall be aware of the changes in the value of the collateral. The Company and its subsidiaries shall terminate the endorsements/ guarantees or take appropriate actions when material adverse change occurs.In the case of a subsidiary with shares having no par value or a par value other than NT$10, the paid-in capital stated in the preceding paragraph shall refer to the sum of the share capital plus paid-in capital in excess of par.	the Board of Directors' meeting. If, as a result of changes in circumstances, an endorsed/ guaranteed entity fails to comply with the regulations set forth or the balance of endorsement/guarantee has exceeded the limits, the Company shall adopt rectification plans, submit the plans to all the supervisors, and complete the rectification according to the timeframe set out in the plan. The Company and its subsidiaries shall pay attention to the finance, business and credit condition of the endorsed/ guaranteed entity whose net worth is lower than half of its paid-in capital. If the aforementioned entity has provided collaterals, the Company and its subsidiaries shall be aware of the changes in the value of the collateral. The Company and its subsidiaries shall terminate the endorsements/ guarantees or take appropriate actions when material adverse change occurs.
	Article 6 The Company’sdedicated chopfor endorsement/ guarantees shall be kept in the custody of a designated person and could be used to seal or issue negotiable instruments only under prescribed procedures. The custodian of the dedicated chop aforementioned shall be submitted to the Board of Directors for approval, which also applies when amendments take place. When makingaguarantee for a foreign	Article 6 The Company’schop for negotiable instruments, corporate stamp, and the negotiable instrumentsshall be kept in the custody of a designated person and could be used to seal or issue negotiable instruments only under prescribed procedures. The custodian ofthe chop and the negotiable instrumentsaforementioned shall be submitted to the Board of Directors for approval, which also applies when amendments takeplace. When makinga

• 56 -

	After the amendment	Before the amendment
	company, the Company shall have the Guarantee Agreement signed by a person authorized by the Board of Directors	guarantee for a foreign company, the Company shall have the Guarantee Agreement signed by a person authorized by the Board of Directors.
	Article 8 The Company shall announce and report the previous month's balance of endorsements/ guarantees of itself and its subsidiaries by the 10th day of each month. When the balances of endorsements/ guarantees reach one of the following levels, the Company shall announce and report such eventwithin two days commencing immediately from the date of occurrence: 1. The aggregate balance of endorsements/ guarantees made by the public company and its subsidiaries reaches 50% or more ofthe Company's Latest Net Worth. 2. The balance of endorsements/ guarantees made by the Company and its subsidiaries for a single enterprise reaches 20% or more ofthe Company's Latest Net Worth. 3. The balance of endorsements/ guarantees made by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/ guarantees for,investment of a long-term nature in, and balance of loans to, such enterprise reaches 30% or more of the Company's Latest Net Worth. 4. The amount of a new endorsement/ guarantee made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more ofthe Company's Latest Net Worth.	Article 8 The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month. When the balances of endorsements/ guarantees reach one of the following levels, the Company shall announce and report such eventwithin two days from the date of occurrence: 1. The aggregate balance of endorsements/ guarantees made by the public company and its subsidiaries reaches 50% or more ofthe Company's net worth as stated in its latest financial statement. 2. The balance of endorsements/ guarantees made by the Company and its subsidiaries for a single enterprise reaches 20% or more ofthe Company's net worth as stated in its latest financial statement. 3. The balance of endorsements/ guarantees made by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/ guarantees for,long-term investment in, and balance of loans to, such enterprise reaches 30% or more ofthe Company's net worth as stated in its latest financial statement. 4. The amount of a new endorsement/ guarantee made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more ofthe Company's net worth as stated in its latest financial statement.
	1. 2. 3. 4.

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	After the amendment	Before the amendment
	Where a subsidiary of the Company is not public listing in the Republic of China, the Company shall, on behalf of such subsidiary, announce and report any matters that the subsidiary is required to do pursuant to subparagraph 4 of the preceding paragraph. The “announce and report” mentioned herein refers to the process of uploading data to the information reporting website designated by the Financial Supervisory Commission (FSC) The“date of occurrence”mentioned herein refers to the date of contract signing, date of payment, date of boards of directors’resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. The Company shall estimate or recognize the contingent loss in the endorsements/ guarantees and shall appropriately disclose the relevant information in the financial statements. Further, the Company shall provide the charted accountants with applicable materials for the requisite auditing procedures.	Where a subsidiary of the Company is not public listing in the Republic of China, the Company shall, on behalf of such subsidiary, announce and report any matters that the subsidiary is required to do pursuant to subparagraph 4 of the preceding paragraph. The “announce and report” mentioned herein refers to the process of uploading data to the information reporting website designated by the Financial Supervisory Commission (FSC),Executive Yuan. The Company shall,pursuant to #IX of Financial & Accounting Rule Gazette, estimate or recognize the contingent loss in the endorsements/ guarantees and shall appropriately disclose the relevant information in the financial statements. Further, the Company shall provide the charted accountants with applicable materials for the requisite auditing procedures.

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2. Comparison Table for

“the Procedure for Loans of Funds to Others”

After the amendment

Before the amendment

Article 2 Article 2 (Limits on the Loan Balance and the Amount (Limits on the Loan Balance and the Amount Loaned to Respective Subjects) Loaned to Respective Subjects) The total funds loaned to the Borrowers referred in The total funds loaned to the Borrowers referred in paragraph 1 shall not reach 50% or more of the paragraph 1 shall not reach 50% or more of the Company’s net worth as last reviewed/ audited by the Company’s corporate net worth as last audited by charted accountants (hereinafter referred to as “the CPA (hereinafter referred to as the “Latest Corporate Company’s Latest Net Worth”) Net Worth”)

The amount of loan extended by the Company to a single enterprise shall not exceed the amount of business transaction between both parties. The “ amount of business transaction ” mentioned herein refers to the amount of actual purchases, sales or trading between the Company and another party in the year preceding the effective date of the loan contract

The amount of loan extended by the Company to a single enterprise shall not exceed the amount of business transaction between both parties. The “ amount of business transaction ” mentioned herein refers to the amount of actual purchases, sales or trading between the Company and another party in the year preceding the effective date of the loan contract.

The Company’s total amount of loans extended to firms in need of short-term financing shall not reach 15% or more of the Company’s Latest Net Worth. For each loan holders, the loan balance shall not reach 10% or more of the Company’s Latest Net Worth.

The Company’s total amount of loans extended to firms in need of short-term financing shall not reach 15% or more of the Latest Corporate Net Worth. For each loan holders, the loan balance shall not reach 10% or more of the Latest Corporate Net Worth.

Where the Company loans the funds to its foreign subsidiaries in which the Company holds, directly and indirectly, 100% of the voting shares, the balance of the short-term financing shall not reach 40% or more of the Company’s Latest Net Worth.

Where the Company loans the funds to its foreign subsidiaries in which the Company holds, directly and indirectly, 100% of the voting shares, it is free from the restrictions that the balance of loan shall not reach 40% or more of the Company’s net worth, - pursuant to #I 2 of Article 3 in Regulations Governing Loan of Funds and Making of Endorsements/ guarantees made by Public Companies (hereinafter referred to as “the

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	After the amendment	Before the amendment
	The financial reports of the Company are prepared according to the International Financial Reporting Standards. The"net worth"in this procedure refers to the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Regulation”).
	Article 3 (Grounds and Necessity for Loans of Funds) The Company may loan funds to meet the short-term financial needs of the following companies, 1. Where the firms for which the Company may make endorsements/ guarantees are in need of short-term financing; 1) A firm which the Company holds, directly and indirectly, more than 50 % of its voting shares. 2) A firm which holds, directly and indirectly, more than 50% of the voting shares in the Company. 2. Other firms approved by the Company’s Board of Directors for such loans of funds. The “subsidiary” and “parent company” mentioned hereinshall be as determined under Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Article 3 (Grounds and Necessity for Loans of Funds) The Company may loan funds to meet the short-term financial needs of the following companies, 1. Where the firms for which the Company may make endorsements/ guarantees are in need of short-term financing; 1) A firm which the Company holds, directly and indirectly, more than 50 % of its voting shares. 2) A firm which holds, directly and indirectly, more than 50% of the voting shares in the Company. 2. Other firms approved by the Company’s Board of Directors for such loans of funds. The “subsidiary” and “parent company” mentioned hereinshall be defined pursuant to #V and #VII of Financial & Accounting Rule Gazettes promulgated by the Accounting Research & Development Foundation, Republic of China
	Article 4 (Loan processing procedure) Before the Company grants a loan, the Borrower shall present requisite financial information and apply to the Company’s Finance Department for the limit of loans. The Finance Department shall prudently evaluate whether the application is in compliance withRegulations Governing Loan of Funds and Making of Endorsements/Guarantees by	Article 4 (Loan processing procedure) Before the Company grants a loan, the Borrower shall present requisite financial information and apply to the Company’s Finance Department for the limit of loans. The Finance Department shall prudently evaluate whether the application is in compliance withthe Regulation,and with this Procedure, includingthe followingitems. The

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After the amendment

Public Companies (hereinafter referred to as “the Regulation”) , and with this Procedure, including the following items. The evaluation results shall be submitted to the Board of Directors for approval before processing the cases, and the Board of Directors shall not authorize any others to make such decision.

The assessment mentioned herein shall include,

1. The necessity and rationale of extending loan to others.

2. The credit status and risk assessment of the Borrowers.

3. The impact on the operation risk, financial condition and shareholders’ equity of the Company.

4. Whether collateral must be obtained and appraisal of the value thereof.

Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted the Board of Directors for approval under the preceding regulations, and the chairman can be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period less than a year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

The "certain monetary limit" mentioned in the preceding paragraph shall be in compliance with Article 2, paragraph 4. In addition, the authorized limit on loans, extended by the Company or any of its subsidiaries, to any single entity shall not exceed 10% of the net worth on the latest financial statements of the lending company.

Before the amendment

evaluation results shall be submitted to the Board of Directors for approval before processing the cases, and the Board of Directors shall not authorize any others to make such decision.

The assessment mentioned herein shall include,

1. The necessity and rationale of extending loan to others.

2. The credit status and risk assessment of the Borrowers.

3. The impact on the operation risk, financial condition and shareholders’ equity of the Company.

4. Whether collateral must be obtained and appraisal of the value thereof.

Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted the Board of Directors for approval under the preceding regulations, and the chairman can be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period less than a year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

The "certain monetary limit" mentioned in the preceding paragraph shall be in compliance with Article 2, paragraph 4. In addition, the authorized limit on loans, extended by the Company or any of its subsidiaries, to any single entity shall not exceed 10% of the net worth on the latest financial statements of the lending company.

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After the amendment

The Borrower shall, upon the limit of loans being ratified, fill out the application for drawdown to the Company’s Finance Department. The loan shall not be disbursed until it is approved by a person authorized by the Board of Directors. Then, the Finance Department shall report the subsequent drawdowns to the Board of Directors on a regular basis.

Before the amendment

The Borrower shall, upon the limit of loans being ratified, fill out the application for drawdown to the Company’s Finance Department. The loan shall not be disbursed until it is approved by a person authorized by the Board of Directors. Then, the Finance Department shall report the subsequent drawdowns to the Board of Directors on a regular basis.

When the Borrower, following the preceding regulations, applies for disbursements of the loan, negotiable instruments amount to the loan or other collateral(s)/guarantor(s) approved by the Company should be provided as indemnities.

In the case that the Company has established the position of independent directors, when the Board of Directors is discussing about this Procedure, or when the Company is loaning funds to others, each independent director's opinions shall be taken into full consideration; while independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting.

When the Borrower, following the preceding regulations, applies for disbursement of the loan, negotiable instruments amount to the loan or other collateral(s)/guarantor(s) approved by the Company should be provided as indemnities.

In the case that the Company has established the position of independent directors, when the Board of Directors is discussing about this Procedure, or when the Company is loaning funds to others, each independent director's opinions shall be taken into full consideration; while independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting.

If, as a result of changes in circumstances, the If, as a result of changes in circumstances, the Borrower fails to comply with the requirements set Borrower fails to comply with the requirements set forth or the loan balance has exceeded the limit, the forth or the loan balance has exceeded the limit, the Company shall adopt rectification plans, submit the Company shall adopt rectification plans, submit the plans to the supervisors, and complete the plans to the supervisors, and complete the rectification according to the timeframe set out in the rectification according to the timeframe set out in the plan. plan. Article 5 Article 5 (Duration of Loans and Calculation of Interest) (Duration of Loans and Calculation of Interest) The term of loans extended by the Company shall not The term of loans extended by the Company shall not exceed one year or, where the Company’s operating exceed one year or, where the Company’s operating

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	After the amendment	Before the amendment
	cycle is longer than a year, one operating cycle of the Company. Where the loan of funds takes place between the Company and its foreign subsidiary in which the Company holds, directly and indirectly, 100% of the voting shares,the duration of the loan can be extended up to three years to meet the Borrower’s capital needs. The interest on funds loaned by the Company shall be calculated at a floating rate, which is subject to the Company's funding costs. Any adjustment of interest shall not be implemented until the Finance Department proposes it to the CEO for further approval. And the interest receivable shall be settled on a monthly basis.	cycle is longer than a year, one operating cycle of the Company. Where the loan of funds takes place between the Company and its foreign subsidiary in which the Company holds, directly and indirectly, 100% of the voting shares,the duration of the loan is free from the restrictions in the preceding paragraph. The interest on funds loaned by the Company shall be calculated at a floating rate, which is subject to the Company's funding costs. Any adjustment of interest shall not be implemented until the Finance Department proposes it to the CEO for further approval. And the interest receivable shall be settled on a monthly basis.
	Article 8 (Procedures for Announcement and Report) The Company shall announce and report the previous month's loan balances of itself and its subsidiaries by the 10th day of each month. When the loan balances reach one of the following levels, the Company shall announce and report such eventwithin two days commencing immediately from the date of occurrence: 1. The aggregate balance of loans to others extended by the Company and its subsidiaries reaches 20% or more ofthe Company's Latest Net Worth. 2. The balance of loans extended by the public company and its subsidiaries to a single enterprise reaches 10% or more ofthe Company's Latest Net Worth.	Article 8 (Procedures for Announcement and Report) The Company shall announce and report the previous month's loan balances of itself and its subsidiaries by the 10th day of each month. When the loan balances reach one of the following levels, the Company shall announce and report such eventwithin two days from the date of occurrence: 1. The aggregate balance of loans to others extended by the Company and its subsidiaries reaches 20% or more ofthe Company's net worth as stated in its latest financial statement. 2. The balance of loans extended by the public company and its subsidiaries to a single enterprise reaches 10% or more ofthe Company's net worth as stated in its latest financial statement.
	1. 2.

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After the amendment

1. The amount of a new loan of funds extended by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the Company's Latest Net Worth.

Where the subsidiaries of the Company are not public listing in the Republic of China, the Company shall, on behalf of such subsidiaries, announce and report any matters that the subsidiaries is required to do pursuant to subparagraph 3 of the preceding paragraph.

The “announce and report” mentioned herein denotes the process of uploading data to the information reporting website designated by the Financial Supervisory Commission (FSC)

Before the amendment

1. The amount of a new loan of funds extended by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the Company's net worth as stated in its latest financial statement.

Where the subsidiaries of the Company are not public listing in the Republic of China, the Company shall, on behalf of such subsidiaries, announce and report any matters that the subsidiaries is required to do pursuant to subparagraph 3 of the preceding paragraph.

The “announce and report” mentioned herein denotes the process of uploading data to the information reporting website designated by the Financial Supervisory Commission (FSC), Executive Yuan.

The “date of occurrence” mentioned herein refers to the date of contract signing, date of payment, date of boards of directors’ resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

The Company shall assess the loans, provide adequate allowance for bad debts, and appropriately disclose the relevant information in the financial statements. Further, the Company shall provide the charted accountants with applicable materials for the requisite auditing procedures.

The Company shall, pursuant to generally accepted accounting principles, assess the loans, provide adequate allowance for bad debts, and appropriately disclose the relevant information in the financial statements. Further, the Company shall provide the charted accountants with applicable materials for the requisite auditing procedures.

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V Questions and Motions

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Rules and Bylaws

1. Articles of Incorporation of Asia Cement Corporation

Chapter I – General Provisions

Article 1 The Company is duly incorporated under the provisions of the Company Act of the Republic of China, and shall be called “Asia Cement Corporation.”

• Article 2 The Company's businesses are as follows:

• C901030 Cement manufacturing

• C901040 Ready-mixed concrete manufacturing

• B601010 Quarrying

• C901050 Cement and ready-mixed concrete products

• C901990 Non-metallic mineral products

• F111090 Whole sale of building materials

• F211010 Retail sale of building materials

• F401010 International trade

• IZ06010 Tally and packing

• A201010 Afforestation business

• H701010 Developing, leasing, and selling residential and business buildings

• H701020 Developing, leasing, and selling industrial factories

• H703100 Real estate rental & leasing

• H703090 Real estate sale & purchase

• JE01010 Rental and leasing

• G202010 Parking-lot business

• G801010 Warehousing

• I103060 Business management consultation services

• J101040 Waste treatment

Except where permits are required, to run operations not forbidden or

limited by laws and regulations.

• Article 3 The Company may provide guarantee according to the Procedures for Endorsement & Guarantee of Asia Cement Corporation.

• Article 4 Where the Company invests in other companies and becomes a shareholder with limited liability, its total investment may exceed 40% of its paid-in capital as stipulated under Article 13 of the Company Act, subject to approval of the Board of Directors.

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Article 5 The Company shall have its principal business office in Taipei City, Taiwan and have its manufactories in Dadu Village, Hengshan Township, Hsinchu County and Sincheng Village, Sincheng Township, Hualian County. The Company may, depending on the circumstances of production and business, set up domestic and foreign branch offices and branch factories. Chapter II– Shares Article 6 The Company's total capital shall be thirty-six billion New Taiwan Dollars (NT$36,000,000,000) divided into 3,600,000,000 shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches. Out of the above total capital amount, One Hundred Million New Taiwan Dollars (NT$100,000,000) shall be divided into 10,000,000 shares of NT$10 each, to be issued as warrants for employees to subscribe. Article 7 Shares issued by the Company are not required to be evidenced by share certificates, provided that they shall be recorded at the securities central depository enterprises. The Company can issue preferred shares. In the event that the Company mergers with another company, matters relating to the merger need not be approved by way of a resolution of the shareholders meeting of prefer shares. Article 8 Matters relating to the Company's shares shall be dealt with according to the provisions of "Regulations Governing Handling of Stock Affairs by Public Companies" and the relevant laws and regulations. Article 9 Registration of share transfer shall be closed within 60 days prior to the general shareholders' meeting, or within 30 days prior to an extraordinary shareholders' meeting or within 5 days prior to the record date on which Company distributes the dividends or bonuses. Chapter III - Shareholders' Meeting Article 10 The shareholders' meetings shall be general or extraordinary shareholders' meetings.

1. General shareholders' meeting shall be held once a year within 6 months of the end of the Company's financial year.

2. Extraordinary shareholders' meeting shall be convened by the Board of Directors where it thinks necessary, or by way of written request by shareholders who have held continuously the Company's shares for

3. 67 -

more than 1 year and whose shareholdings are greater than 3% of the Company's issued shares.

Other than where the Board of Directors has not convened or is unable to convene shareholders' meeting, the Supervisor may also convene shareholders' meeting for the benefit of the Company.

• Article 11 Notices of general shareholders' meeting shall be in writing and delivered to the shareholders along with a public notice 30 days prior to the general shareholders' meeting and 15 days prior to the extraordinary shareholders' meeting. The said notices shall specify the date, place and reasons for calling the shareholders' meeting.

• Article 12 Unless otherwise provided for in the Company Act, a quorum shall be present at the shareholders' meeting if shareholders representing more than half of the shares issued by the Company are in attendance, and resolutions at the said assembly shall be adopted if approved by a majority of the shareholders in attendance.

• Article 13 Shareholders may by way of power of attorney stamped with the seal registered with the Company appoint proxies to attend the shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included.

• Unless otherwise stipulated by the Company Act, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders' Meeting of Public Companies".

• Article 14 Unless otherwise provided for in the Company Act and the Articles of Incorporation, shareholders' meeting shall be conducted in accordance with the Company's regulations for shareholders' meeting.

• Article 15 Minutes and resolutions of shareholders' meeting shall be recorded and signed by or affixed with the seal of the chairperson of the meeting. The said minutes and resolutions shall specify the date and place of the shareholders' meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairperson of the shareholders' meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the

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• proxies' powers of attorney, in compliance with the law. Chapter IV – Directors, Supervisors and Managerial Officers

• Article 16 There shall be 13 Directors and 5 Supervisors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total number of the registered shares of the Company held by all of the Directors and Supervisors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies".

• The term of office of Directors and Supervisors are for a period of 3 years. They may be reappointed following their re-election.

• Article 17 The Board of Directors of the Company shall comprise the directors to exercise the Director’s power and authority. A Chairman, who represents the Company, and a Vice Chairman shall be elected from and among the Directors. Where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act on his/her behalf. Where the Vice Chairman is also on leave or absent or cannot exercise his/her power and authority, the Chairman of the Board of Directors shall designate one of the Directors to act on his behalf. In the absence of such a designation, the Directors shall elect from and among themselves an acting chairperson of the Board of Directors.

• Article 18 Meetings of the Board of Directors shall be quarterly convened by the Chairman. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the Directors. The Chairperson may where necessary convene extraordinary meetings of the Board at any time.

• When a Director is unable to attend the meeting of the Board of Directors in person, he/she may be represented by another Director in accordance with laws.

• The meeting notice of the Board of Directors could be made in hard copy, e-mail, or fax.

• Article 19 The Supervisors shall perform their duties of supervision in accordance with laws; furthermore Supervisors may attend meetings of the Board of Directors and present their views, but may not have voting rights. Supervisors may elect from and among them a Resident Supervisor to perform the daily supervisory duty.

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• Article 20 The percentage for the remuneration of Directors and Supervisors shall be determined by the shareholders' meeting. The salaries of executive directors and supervisors might be paid as employees with reference to the standard of listed company in cement industry. And the amount of such salaries shall be determined by the Board of Directors.

• Article 21 The Company shall have a President, Vice Presidents, Chief Auditor, General Plant Manager, Chief Engineer, Assistant Vice Presidents, Deputy Chief Auditor, Managers, and Plant Managers. The appointment and dismissal of the above staffs shall be approved by the resolutions of the Board of Directors and adopted by a majority of the Directors at a meeting attended by a majority of the Directors.

• Article 22 The Chairman, Vice Chairman and President shall handle the daily affairs of the Company in compliance with the resolutions of the Board of Directors.

• Chapter V – Accounting

• Article 23 The Company's fiscal year shall commence on January 1st of each year, and ends on December 31st of the same year. The final accounts are settled at the end of the Company's fiscal year.

• Article 24 The Board of Directors shall in accordance with laws furnish various documents and statements and forward the same to the Supervisors for review no later than 30 days prior to the general shareholders' meeting, following which the said statements reviewed by the Supervisors and their reports shall be submitted for approval at the general shareholders' meeting.

• The appointment, dismissal and remuneration of the accountants, who audit and review the above documents and statements, shall be resolved at the meeting of the Board of Directors.

• Article 25 The distribution of dividends shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Dividends shall be distributed at the ratio as set forth in these Articles of Incorporation aimed at maintaining the stability of dividend distributions. When distributing dividends, the cash dividends shall not be less than 10% of the aggregate sum of dividends and bonus distributed in the same year.

• Article 26 Apart from paying all its income taxes in the case where there are net income at the end of the year, the Company shall make up for

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accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve and a special reserve as required by law shall be set aside. Subject to certain business conditions under which the Company may retain a portion of the remaining balance, the Company may distribute to the shareholders the remainder together with undistributed profits from previous years in the following manner:

1. 60% as share interest, to be distributed based on the shareholding of each shareholder. However in the case of increase in the Company's share capital, unless otherwise provided by laws, the share interest to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.

2. 33% as shareholders' bonus to be distributed based on the shareholding of each shareholder. However in the case of increase in the Company's share capital, the shareholders' bonus to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.

3. 3% as remuneration for Directors and Supervisors.

4. 4% as Employees bonus.

5. Article 27 Allocation of surplus assets to prefer shares of the Company shall not exceed the par value.

6. Chapter VI – Supplementary Provisions

7. Article 28 The organizational rules and bylaws of the Company shall be drawn and amended additionally.

8. Article 29 All matters not covered herein shall be undertaken in accordance with the Company Act and the other relevant laws and regulations.

9. Article 30 At the close of each fiscal year, all the statements and records of accounts prepared by the Board of Directors shall be submitted to each shareholder after the ratification by the general shareholders' meeting in accordance with Paragraph 1, Article 230 of the Company Act.

10. Article 31 These Articles of Incorporation were drafted on January 27, 1957, and came into effect following its approval by the competent authorities. Amendments shall take effect following their approval at the shareholders' meetings.

11. First amendment on March 5, 1958;

12. Second amendment on February 5, 1960; Third amendment on October 20, 1961;

13. Fourth amendment on April 11, 1962;

14. 71 -

Fifth amendment on March 24, 1963; Sixth amendment on October 22, 1963; Seventh amendment on July 28, 1964; Eighth amendment on October 22, 1965; Ninth amendment on April 23, 1966; Tenth amendment on April 15, 1967; Eleventh amendment on April 22, 1968; Twelfth amendment on April 30, 1969; Thirteenth amendment on April 25, 1970; Fourteenth amendment on July 8, 1970; Fifteenth amendment on April 28, 1971; Sixteenth amendment on April 27, 1973; Seventeenth amendment on May 3, 1974; Eighteenth amendment on April 28, 1975; Nineteenth amendment on April 8, 1976; Twentieth amendment on September 24, 1976; Twenty-first amendment on April 15, 1977; Twenty-second amendment on April 21, 1978; Twenty-third amendment on April 26, 1979; Twenty-fourth amendment on April 21, 1980; Twenty-fifth amendment on April 24, 1981; Twenty-sixth amendment on April 28, 1982; Twenty-seventh amendment on April 28, 1983; Twenty-eighth amendment on April 25, 1984; Twenty-ninth amendment on April 29, 1985; Thirtieth amendment on April 23, 1986; Thirty-first amendment on April 16, 1987; Thirty-second amendment on April 12, 1988; Thirty-third amendment on April 12, 1990; Thirty-fourth amendment on April 12, 1991; Thirty-fifth amendment on May 7, 1992; Thirty-sixth amendment on May 7, 1993; Thirty-seventh amendment on May 6, 1994; Thirty-eighth amendment on April 28, 1995; Thirty-ninth amendment on May 17, 1996; Fortieth amendment on May 14, 1997; Forty-first amendment on May 13, 1998; Forty-second amendment on May 14, 1999;

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Forty-third amendment on May 12, 2000; Forty-fourth amendment on May 16, 2001; Forty-fifth amendment on June 7, 2002; Forty-sixth amendment on June 9, 2005; Forty-seventh amendment on June 7, 2006; Forty-eighth amendment on June 17, 2008. Forty-ninth amendment on June 22, 2011.

*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

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2. Meeting Rules of Shareholders for Asia Cement Corporation

Take effect on March 24, 1963 First amended on May 23, 1997 Second amended on May 13, 1998 Last amended on June 7, 2002

Article 1 The shareholders’ meeting of the Company shall be held according to the rules herein.

Article 2 The location for shareholders’ meeting shall be the Company’s place of business or a place convenient for attendance by shareholders (or by proxies) that is suitable to holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM.

The shareholders (or proxies) when attending the meeting shall wear admission badge and hand in signed attendance form to be used to calculate the number of attending shares.

The Company may appoint lawyers, accountants or related personnel to attend the shareholders’ meeting.

The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband.

For a shareholders’ meeting convened by the Board of Directors, the chairperson of the Board of Directors shall preside at the meeting. If the chairperson of the Board of Directors is on leave or unable to exercise the rights, the vice-chairperson of the Board of Directors shall preside instead. If the position of vice-chairperson is vacant or the vice-chairperson is on leave or unable to exercise the rights, the chairperson of the Board of Directors shall designate a director to preside at the meeting. If no director is so designated, the chairperson of the meeting shall be elected by the Board of Directors from and among themselves.

For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting; if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from and among themselves.

The complete processes of the meeting shall be recorded by voice or video recorders and all the records shall be kept by the Company for a minimum period of at least one year.

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Article 3 The chairperson shall announce starting of the Meeting when the attending shareholders (or proxies) represent more than half of the total shares issued in public. The chairperson may announce postponement of meeting if the legal quorum is not present after the designated meeting time. Such postponement is limited to two times and the aggregated postponed time shall not exceed one hour. If quorum is still not present after two postponements but the attending shareholders (or proxies) represent more than one third of the total shares issued in public, tentative resolutions may be passed with respect to ordinary resolutions by a majority of those present. After proceeding with the aforesaid tentative resolutions, the chairperson may put the tentative resolutions for re-voting over the meeting if and when the shares represented by the attending shareholders (or proxies) reached the legal quorum. Article 4 If the shareholders’ meeting is convened by the Board of Directors, the agenda shall be designated by the Board of Directors. The meeting shall proceed in accordance with the designated agenda and shall not be amended without resolutions. If the meeting is convened by person, other than the Board of Directors, having the convening right, the provision set out in the preceding paragraph shall apply mutatis mutandis. Except with shareholders’ resolution, the chairperson shall not declare adjournment of the meeting before the completion of the meeting agenda (including motions) set forth according to the two sections above. During the meeting, if the chairperson declares adjournment of the meeting in violation of the preceding rule, a new chairperson may be elected by a resolution passed by majority of the attending shareholders to continue the meeting. When the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same location or another venue.

Article 5 The shareholders (or proxies) shall complete statement slip setting out the number of his/her attendance card, name and statement brief before speaking, and the chairperson will designate the order in which each person is to speak during the session.

The statement will be deemed to be invalid if the shareholder (or proxy)

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merely completes the statement slip without speaking at the meeting. If there is any discrepancy between the content of the statement slip and the speech, the speech content shall be adopted after confirmation.

Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.

• Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson’s permission. The chairperson may restrain shareholders (or proxies) from speaking if that shareholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a shareholder (or proxy) is speaking, other shareholder (or proxy) shall not interrupt without consent of the chairperson and the speaking shareholder (or proxy). Any disobedient of the preceding rule shall be prohibited by the chairperson. Article 14 of this meeting rule shall apply if the disobedient do not follow the chairperson’s instructions.

• Article 8 For the same proposal, each person shall not speak more than 2 times. Where a juristic person is authorized to attend a shareholders’ meeting, such juristic person shall appoint only one representative to attend the meeting.

• Where a juristic person appoints more than two representatives to the meeting, only one representative is allowed to speak.

• Article 9 After speaking by the attending shareholder (or proxy), the chairperson may reply in person or assign relevant officer to reply. Over the proposal discussion, the chairperson may conclude the discussion in a timely manner and where necessary announce discussion is closed.

• Article 10 For proposal in which discussion has been concluded or closed, the chairperson shall submit it for voting. No discussion or voting shall proceed for matters unrelated to the proposals.

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The personnel responsible for overseeing and counting of the votes for resolutions shall be appointed by the chairperson with the consent of the shareholders (or proxies). The person responsible for vote overseeing shall be of the shareholder status.

• Article 11 In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company’s articles of incorporation, resolution shall be passed by a majority of the voting rights represented by the shareholders (or proxies) attending the meeting, The proposal for a resolution shall be deemed approved if the chairperson inquires and received no objection, the validity of such approval has the same effect as if the resolution has been put to vote.

• If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other proposal shall be deemed rejected without requirement to put it to vote. The results of voting shall be reported on the spot and kept for records.

• Article 12 During the meeting, the chairperson may at his/her discretion declare time for break.

• Article 13 The chairperson may maintain the meeting order by instructing the security guards. The security guards shall wear the armband for identification when helping maintaining the venue order.

• Article 14 The shareholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the shareholders’ meeting from the meeting.

• Article 15 For matters not governed by the rules specified herein, shall be governed according to Company Act, Stock Exchange Law and the other related laws and regulations.

Article 16 The rules herein take effect after approval at the shareholders’ meeting. The same provision apply for any amendments.

• *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

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Appendix

1. Shareholding of Directors and Supervisors

Title	Name	Representative	Shareholdings	Ratio of shareholding
Chairman	Douglas TongHsu		22,374,409	0.69%
Director	Far Eastern New Century Corporation	T.H. Chang Johnny Shih C.V. Chen Chin-Der Ou	721,368,055	22.33%
	X.Z.Ying-Chai Memorial Foundation	H.S Ying	12,710,827	0.39%
	U-DingCorporation	K.Y. Lee	1,821,547	0.06%
	Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation	Peter Hsu C.K. Chang	4,098,233	0.13%
	Ta Chu Chemical Fiber Co.,Ltd	Sheng-cheng Hu	1,499,490	0.05%
	Huey Kang Investment Corporation	Connie Hsu	4,649,594	0.14%
	Oriental Union Chemical Corporation	Kao Chao Lee RueyLongChen	15,282,272	0.47%
Shareholdingof all directors			783,804,427	24.26%
Supervisor	Far Eastern Medical Foundation	S.Y. Wang Champion Lee	174,516,338	5.40%
	Bai-Yang Investment Holdings Corporation	L.T. Chang T.Y. Tung.	3,699,990	0.11%
	U-MingCorporation	K.T. Li	1,447,122	0.04%
Shareholdingof all supervisors			179,663,450	5.56%

Note 1: The ratios above are calculated based on total issued shares (3,230,918,107

shares) on book closure date (April 23, 2013).

Note 2: The minimum required combined shareholding of all directors by law: 96,927,543 shares. The minimum required combined shareholding of all supervisors by law: 9,692,754shares.

Note 3: The shareholding of all directors and supervisors meet the minimum required combined shareholding.

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2. Effects on Business Performance and EPS Resulting From 2013 Stock Dividend Distribution

Item	Year	Year	2013 Estimate
Paid-in Capital	(beginningof theyear)		NT$32,309,181,070
Stock＆Cash Dividend Distribution	Cash Dividend Per Share		NT$1.70
	Stock Dividend from Retained Earnings Per Share		0.02 share
	Stock Dividend from Capital Surplus Per Share		0.00 share
Variance in Business Performance	OperatingIncome		Not applicable*
	% Change in OperatingIncome		〃
	Net Income		〃
	% Change in Net Income		〃
	Earnings Per Share		〃
	% Change in EPS		〃
	Average Return on Investment (%) (Reciprocal of Average P/E Ratio)		〃
Pro Forma EPS & P/E Ratio	If Retained Earnings Distributed in Cash Dividend	Pro Forma Earnings Per Share	〃
		Pro Forma Average Yearly Return on Investment	〃
	If Capital Surplus not Distributed in Stock Dividend	Pro Forma Earnings Per Share	〃
		Pro Forma Average Yearly Return on Investment	〃
	If Retained Earnings & Capital Surplus Distributed in Cash Dividend rather than Stock Dividend	Pro Forma Earnings Per Share	〃
		Pro Forma Average Yearly Return on Investment	〃

• As the Company did not disclose its financial forecast information, in compliance with relevant governmental regulations, there is no need to provide this information.

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3. Employees bonus and Remuneration of directors and supervisors

To conform the regulation of the Financial Supervisory Commission, the Company hereby discloses the resolution by the Board of Directors about employees bonus and remuneration of directors and supervisors resolved on March 25, 2013.

1. Profit distribution:

2. A. Employees cash bonus: NT$ 264,032,017.

3. B. Employees stock bonus: None.

4. C. Remuneration of directors and supervisors: NT$ 198,024,013.

5. The Employees bonus is more as the estimation of 2012 for NT$ 45,264,394. The remuneration of directors and supervisors are more than the estimation of 2012 for NT$ 33,948,296. After Shareholders' meeting finalizes the actual distribution amount, the difference would be regarded as accounting estimation adjustment and recognized to the profit and loss of 2013.

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ASIA CEMENT CORPORATION