ACC - AGM Information 2018 | FinancialReports.eu

==> picture [46 x 47] intentionally omitted <==

��

FAR EASTERN GROUP

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

==> picture [75 x 76] intentionally omitted <==

ASIA CEMENT CORPORATION Handbook For The 2018 Regular Shareholders’ Meeting

Meeting Time: 9:00 A.M., June 26, 2018 Meeting Venue: The Banquet Hall In Taipei Hero House No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei City

I MEETING AGENDA .......................................................................................................................................... 1 II REPORTING EVENTS..................................................................................................................................... 2 REPORT 1: 2017 BUSINESS REPORT ...................................................................................................................... 2 REPORT 2: 2017 FINANCIAL STATEMENTS .......................................................................................................... 13 REPORT 3: AUDIT COMMITTEE’S REVIEW REPORT ON THE 2017 FINANCIAL STATEMENTS ................................. 38 REPORT 4: REPORT ON THE 2017 EMPLOYEES’ COMPENSATION AND DIRECTORS’ REMUNERATION.................... 39 II RECOGNIZING EVENTS ............................................................................................................................. 40 PROPOSAL 1: ACCEPTANCE OF THE 2017 BUSINESS REPORT AND FINANCIAL STATEMENTS ................................ 40 PROPOSAL 2: ACCEPTANCE OF THE PROPOSAL FOR DISTRIBUTION OF 2017 PROFITS ......................................... 41 III DISCUSSING EVENTS ................................................................................................................................. 43 PROPOSAL 1: AMENDMENT TO “ARTICLES OF INCORPORATION OF ASIA CEMENT CORPORATION” ..................... 43 V QUESTIONS AND MOTIONS ....................................................................................................................... 45 RULES AND BYLAWS ....................................................................................................................................... 46 1. ARTICLES OF INCORPORATION OF ASIA CEMENT CORPORATION ..................................................................... 46 2. MEETING RULES OF SHAREHOLDERS FOR ASIA CEMENT CORPORATION ........................................................ 54 APPENDIX ........................................................................................................................................................... 58 1. SHAREHOLDING OF DIRECTORS ...................................................................................................................... 58 2. EFFECTS ON BUSINESS PERFORMANCE AND EPS RESULTING FROM 2017 STOCK DIVIDEND DISTRIBUTION .. 59

I Meeting Agenda

Asia Cement Corporation

Meeting Agenda of

The 2018 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

II Reporting Events

Report 1: 2017 Business Report

Explanation:

The 2017 business report is attached as the following pages.

2017 Business Report

1. Review of the Year 2017

Review of the International Economic Situation in 2017

2017 was a turbulent year. Many countries experienced natural disasters, political riots and geopolitical tensions. On the other hand, advanced economies such as the United States, Europe, and Japan took the lead in economic recovery, rid themselves of growth stagnation, and drive the economic growth momentum substantially via global investment, trading, and industrial production. Enterprises and consumers also regained confidence from the recovery in global trade, the gradual stabilization of raw material prices, and the booming financial market. Meanwhile, emerging and developing economies also maintain the strong economic growth momentum. Overall, the growth in the global economy was better than expected. According to the analysis of the IMF, in 2017, which is the tenth year after the outbreak of the financial crisis, macroeconomic indicators such as economic growth, unemployment, and inflation showed that the global economy was in growth simultaneously. And more than 75% of the countries were experiencing accelerated economic growth. The major international economic forecasting agencies estimated that the annual economic growth rate was about 3.7%, which had reached the highest level since 2011.

Review of the Domestic Economic Situation in 2017

In 2017, Taiwan experienced the restructuring of the cabinet of the Executive Yuan 2 times and amendment of the Labor Standards Act for the 2nd time. In addition, as the government put forward the annuity reform and the prospective infrastructure projects, many discussions, conflicts and waves of events arose in the society. Meanwhile, as the power outage in Taiwan on August 15th was even the worst blackout during the past 18 years, it even caused the public to demand the government face the issue of energy transition.

Although the government on the road to reform appears to be advance on the bumpy road, as the international economic situation gradually recovers, the international raw material prices gradually rise, and the number of electronic product shipments increases to drive exports and boost the performance of domestic economic growth. The domestic stock market maintains above 10,000 points for the longest in history. So far from the past year, we have been pleased to see that the government has actively promoted the prospective infrastructure projects, 5+2 industry innovations, new south-forward policies, and determination and actions taken by the government to solve the problem of 5 shortages faced by companies in Taiwan. According to the statistics of the Directorate General of Budget, Accounting and Statistics under the Executive Yuan, the annual economic growth rate was 2.86%, which was better than 1.41% in 2016.

The Company's business performance in 2017

A. In 2017, the overall cement consumption in China amounted to about 2.316 billion MT, decreasing 0.20% compared with 2016. In the same period, the clinker production volume of the Company in China is 24.17 million MT, decreasing 0.50% compared with 2016. The total sales of cement, clinker and slag powder are 30.20 million MT, decreasing 2.17% compared with 2016.

In 2017, the net income of Asia Cement (China) Holdings Corp. is NT$ 2,711,936 thousand. The Company and its subsidiaries recognized a total investment profit of NT $1,952,594 thousand.

B. For domestic cement industry, according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, the 2017 total cement production volume in Taiwan was 10,876,396 MT, decreasing 10.31% compared with 2016. Among them, the domestic cement sales was 8,300,274 MT, and exported cement was 2,553,641 MT. Compared with those in 2016, domestic sales decreased by 5.80%, exports decreased by 20.99%. In 2017, the domestic real estate economy was stable, showing a slight increase in volume and decrease in price compared with 2016. The cement consumption decreased slightly to 10,173,998 MT, decreased by 0.70%. The 2017 per capita average cement consumption is about 432 kg, decreased 0.69% from 435kg in 2016. As a result, the cement market in Taiwan is still showing oversupply.
C. The 2017 consolidated operating revenue of the Company is NT $64,899,248 thousand, increased 6.49% from 2016. The consolidated profit from operations was NT $7,436,716 thousand, increased 19.31% from 2016. From the Company’s affiliates, Far Eastern New Century Corp., and U-Ming Marine Transport Corp., the Company recognized NT $2,522,090 thousand investment income from equity method. The consolidated net profit after tax reached NT $6,665,541 thousand. The net profit rate after tax was 10.27%. Consolidated net profit attributable to the Company is 5,469,007 thousand. The 4[th] meeting of the 26[th] Board of Directors proposed to distribute cash dividend NT $1.2 per share.

2. Operating Performance of 2017

A. Production:

Unit: 1000 MT

Item Region	Cement	Difference Compared to 2016	%	Clinker	Difference Compared to 2016	%
ACC (Taiwan)	3,560	(482)	(11.92)	3,335	(497)	(12.97)

＊ key performance indicator:

Actual aggregate cement output amounted to 3,560 thousand MT. Compared to estimated output 3,945 thousand MT, the achievement rate is 90.24%.

Actual aggregate clinker output amounted to 3,335 thousand MT. Compared to estimated output 3,800 thousand MT, the achievement rate is 87.76%.

Unit: 1000 MT

Cement	Difference Compared to 2016	%	Clinker	Difference Compared to 2016	%
28,421	(1,080)	(3.66)	24,166	(121)	(0.50)

＊ key performance indicator:

Actual aggregate cement output amounted to 28,421 thousand MT. Compared to estimated output 31,074 thousand MT, the achievement rate is 91.46%.

Actual aggregate clinker output amounted to 24,166 thousand MT. Compared to estimated output 24,433 thousand MT, the achievement rate is 98.91%.

B. Sales

i. Taiwan area:

Unit: 1000 MT; NT$1,000

					Unit: 1000 MT; NT$1,000	Unit: 1000 MT; NT$1,000	Unit: 1000 MT; NT$1,000	Unit: 1000 MT; NT$1,000
Volume & Value Product	2017				Difference Compared to 2016
	Domestic Sales		Export Sales
	Volume	Value	Volume	Value	Volume	%	Value	%
Cement & Clinker	2,491	5,548,571	1,108	1,702,846	(554)	(13.34)	(1,407,462)	(16.25)

＊ Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC amounted to 3,599 thousand MT. Compared to the estimated sales 3,943 thousand MT, the achievement rate is 91.28%.

ii. China area:

Unit: 1000 MT; NT$1,000

					Unit: 1000 MT; NT$1,000	Unit: 1000 MT; NT$1,000	Unit: 1000 MT; NT$1,000	Unit: 1000 MT; NT$1,000
Volume & Value Product	2017				Difference Compared to 2016
	Domestic Sales		Export Sales
	Volume	Value	Volume	Value	Volume	%	Value	%
Cement & Clinker	30,028	33,264,756	151	162,895	(701)	(2.27)	6,002,321	21.89

＊ Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 30,179 thousand MT. Compared to the estimated sales 31,655 thousand MT, the achievement rate is 95.34%.

3. The Company’s Layout Strategy in China

Asia Cement Corporation pioneered all domestic rivals to invest in cement business in China with Taiwan government’s permission since 1997.

On May 20, 2008, the subsidiary of the Company, Asia Cement (China) Holdings Corporation {ACC (China) thereafter} was listed on the main board of Hong Kong Exchanges and Clearing Limited. Total assets reach RMB 16 billion.

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. In addition to Sichuan Lanfeng Cement Corp., Huanggang Yadong Cement, and Wuhan Yaxin Cement, there are two grinding factories, six cement products companies, three transportation companies, newly established Tai Zhou Oriental Construction Co., Ltd., four terminals, and eight sale offices. These constitute an efficient and solid network for production, transportation and sales.

4. Overview of The Company’s Investments in China

A. Jiangxi Yadong Cement Co., Ltd

The company originally has six kilns with annual output of clinker 11 million MT of clinker, which can produce 14 million MT cement. Jiangxi Yadong has become one of the largest cement plants in China. In addition, the waste heat recycling generators of the #1, #2, #3, and #4 kilns can produce 193 million kWh electricity annually. While, the waste heat recycling generators of the #5 and #6 kilns can produce 145 million kWh electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

B. Sichuan Yadong Cement Co., Ltd

The company has three kilns with annual output of clinker 4.95 million MT which can produce 6 million MT cement. 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 conveyor belt transporting the limestone from quarry directly to the plant has been completed on April 2016. This will enhance the transportation efficiency and lower raw-material cost and also completely prevent interfering with surrounding environments, roads, and living of residents (such as noise, dust).

C. Hubei Yadong Cement Co., Ltd

The company has two kilns with annual output of clinker 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.

D. Huanggang Yadong Cement Co., Ltd

The company has one kiln. The annual output of clinker amounts to 1.65 million MT which can produce 2 million MT cement.

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% share of Wuhan Xinlingyun Engineering Co., Ltd on July 2010 (90% by the end of 2013). The annual output of cement amounts to 1.2 million MT.

F. Sichuan Lanfeng Cement Corp.

To enhance the market position and market share in Chengdu area, Sichuan Yadong Cement Co., Ltd acquired 100% shares of Sichuan Lanfeng Cement Corp. Lanfeng located in Pengzhou City, Sichuan, China and owned two new dry process clinker production lines with total annual cement production capacity of 5 million MT. The waste heat recycling generators can produce 130 million kWh electricity annually.

G. 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.

H. 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.

I. 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. International and Domestic Economic Situations in 2018

A. Prospects of the International Economic Situation in 2018

Looking ahead to the year of 2018, the global economic climate will clearly continue the economic recovery momentum from the past. Global trade will be in steady growth, and the global economy will also expand at the same time. The IMF predicts that the global economic growth rate in 2018 will be 3.9%, which is stronger than that in 2017. But the global economy still faces potential risks from changes in the economic and trade policies of the United States. the return of major countries to the normalized monetary policy, the anti-system trend in Europe, geopolitical conflicts and terrorist attacks, etc. Among the potential risks, the United States’ trade protection policy may cause global trade conflicts and geopolitical variables concerning Northeast Asia, Europe, and the Middle East may trigger fluctuations in the prices of raw materials and financial markets, which in turn will have a negative impact on the global economy.

B. Prospects of the Domestic Economic Situation in 2018

Looking ahead to 2018, in the part of exports, Taiwan will benefit from the global economic recovery, and continue and maintain the export momentum as expected. In terms of the domestic demand, according to the report of the National Development Council, semiconductor companies have expanded their investment in advanced processes, and the government has actively attempted to remove investment barriers, promote the prospective infrastructure projects, and implement the industrial innovation and development plans. Thus, the overall investment strength will be significantly expanded and improved. In addition, corporate profits will improve as the economy improves, which may stimulate private consumption as expected. According to the estimates of the Directorate General of Budget, Accounting and Statistics under the Executive Yuan, the domestic economy will grow by 2.42% in 2018.

According to the newly-published 2018 Annual Report on IMD World Competitiveness from the Institute for Management Development in Lausanne of Switzerland, Taiwan ranked 17 out of the 63 countries assessed, and the ranking declined 3 places as that in the previous

year. The all four assessment items, government efficiency, economic performance, corporate effectiveness, and infrastructure declined in rankings. We understand that the Taiwan government is working hard, but from the changes in rankings, we also see progress in other countries. Taiwan government must work harder.

6. Business Outlook of the Cement Industry on both sides of the Taiwan Straits

A. Cement industry in China

In 2018, China's economy will shift from high-speed growth to high-quality development, and its economic growth rate will remain steady in the range between 6.5% and 6.7%. The demand for cement is expected to decline slightly by 1% to 2% compared with the demand of 2.316 billion MT in 2017, and fluctuate around 2.29 billion MT.

In addition to facing the expected downward trend in coal prices and upward trend in oil prices in 2018, the cement industry in mainland China may also face the business outlook described as follows:

i. The environmental protection standards will be increasingly stringent:

As environmental protection standards continue to improve, the law enforcement efforts are increasingly strengthened, and the “Environmental Protection Tax Law” is fully implemented, corporate environmental protection expenditures will increase, thereby further increasing the production costs of enterprises. The production lines based on the small-scale new-type dry method cement clinker mills and grinding stations will be gradually phased out, which will benefit large-scale cement enterprise groups.

ii. Effectively controlling the supply of cement:
a. The approval of new production capacity will be placed under strict control: In 2018, the "Implementation Measures for Capacity Replacement in the Cement Industry" is implemented to strictly control new production capacity and completely shut down the gates of new production lines. It is expected that the new production capacity of the clinker over the year will be further reduced to about 10 million tons. The new production capacity is coming to an end.
b. Accelerate the elimination of backward production capacity: Orderly eliminate surplus production capacity, take measures such as merger and reorganization, debt restructuring or bankruptcy and liquidation, and actively dispose of “zombie enterprises.” The China Cement Association will comply with the requirements of the State Council to renounce the 32.5 Composite Silicate Cement Standard and
9 -

strive to complete it by the end of June in 2018. The top 50 companies in the industry must stop production of the 32.5 cement in the third quarter of 2018.

c. Production restriction and kiln slow-down will become the new norm: In the north, the full-scale staggered production in winter will be implemented, and production restriction, kiln slow-down and staggered production will become the new norm in the industry. One of the key tasks of the China Cement Association in 2018 is to continue to expand the scale of staggered production, strengthen effective supervision and management, promote the coordinated management of regional markets, and ensure the stability of cement prices and economic returns. For example, the cement industry of Sichuan Province in 2018 demands that the time for seasonal staggered production across the cement production lines shall not be less than 100 days around the year, while Hubei Province require that it shall not be less than 90 days.

iii. Overseas deployment will be accelerated and overcapacity will be mitigated:

Due to the overcapacity of the entire cement industry, the government in mainland China has shifted surplus production capacity overseas through policy support. Major cement companies have accelerated the expansion of overseas markets and effectively relieved pressure from new capacity in mainland China.

iv. Policy support has ushered in the golden era of hazardous waste treatment:

The 13th 5-Year Hazardous Waste Management Project will be included in local municipal infrastructure planning, and will further strengthen the responsibility and motivation to manage local hazardous waste. With the improvement of the hazardous waste management and control system and the further standardization of the payment mechanism, for the cement industry in China, treatment of hazardous waste as a service, just like treatment of domestic waste, is not only about fulfillment of the corporate social responsibility, but also a source of considerable operating income.

v. Infrastructure investment will boost the demand for cement:
a. Infrastructure investment is still an important support for cement demand. It is expected that investment in infrastructure will maintain a growth rate of about 15% in 2018, and the central and western regions will maintain rapid growth. The renovation of the shanty towns will continue. From 2018 to 2020, China will reconstruct 15 million sets of shanty towns in various types. It is expected that the real estate investment will maintain a source of steady pull (demand) for cement. It
10 -

is expected that by the end of 2018, the investment in the railway will amount to 732 billion RMBs (same below), investment in the highway and water transport will amount to 1.8 trillion RMBs, and investment in water conservancy projects will amount to 1 trillion RMBs.

b. To further push the “One Belt, One Road” initiative, the Beijing-Tianjin-Hebei integration, the Yangtze River Economic Belt, major free trade areas, and sponge cities into enter the substantive advancement, these constructive investments will significantly increase the demand for cement and other building materials.
vi. There will be more opportunities for mergers and consolidations to increase the market concentration:
a. The government in mainland China has promulgated policies that clearly support the merger and reorganization of large-scale enterprises. At the same time, with the stricter environmental protection regulations, the government’s increasing efforts in law enforcement and overcapacity, it has been difficult for the small and medium-sized cement companies to survive. As there are more opportunities for large-scale cement plants to acquire small and medium-sized cement companies, the concentration of the cement industry is expected to rise and improve effectively.
b. Investment in other companies in the form of shareholdings will become the mainstream way for mergers and acquisitions in the future.

vii. Industry associations will continue to strengthen inter-regional market coordination:

In 2018, the cement industry may come up with four major consensus: Under the background of mergers and reorganizations, the space for enterprises that operate grinding stations to survive will be reduced. Enterprises are expected to strengthen cooperation on the basis of competition, and clinker sales company will be established to continue the implementation of the "staggered production" policy. The awareness of win-win cooperation among large enterprises has increased, and the phenomenon of vicious and low-cost dumping will further decrease as expected. It is expected that the overall price of the cement market in 2018 will show a trend of steady increase, and the industrial profitability will continue to improve as expected.

B. Cement industry in Taiwan

In 2018, the budget for the public construction project included in the total budget of the

11 -

Central Government plus the special budget for the river basin comprehensive treatment plan, the special budget for the prospective infrastructure project, and the project-type public works funds based on the operating and non-operating special revenue will amount to NT$ 374.9 billion. Compared with 2017, the same budget has increased by NT$ 43.3 billion (approximately 13.1%).

According to the overall economic forecast of the Taiwan Institute of Economic Research (TIER), non-governmental investment will continue to expand in 2018, and as the government promotes the prospective infrastructure project, the public spending on construction and investment in the public sector will increase, which is expected to make the overall economic momentum increase by 1.75% compared with that in 2017.

In terms of real estate, in 2017, 260,000 buildings were sold in the housing market, which increased by 8% compared with the 240,000 buildings sold in 2016. However, as price perception between buyers and sellers, and the housing market has not shown significant signs of going upward, further observation is still required on a continuous basis. It is expected that the cement market demand in 2018 will increase slightly compared to last year.

7. Business Outlook of the Company in 2018

Now the cement industry on both sides of the Taiwan Straits is in an environment of oversupply and fierce competition, the Company will continue its coherent production and marketing strategies and consistently adhere to the policy of “high quality, high efficiency, high environmental protection and low cost” as a response.

The Company has set the following goals for 2018. The estimated production volume in Taiwan is 3,455 thousand MT clinker and 3,640 thousand MT cement. The estimated sales volume in Taiwan is 3,690 thousand MT clinker and cement. The estimated production volume in China is 22,945 thousand MT clinker and 28,611 thousand MT cement. The estimated sales volume in China is 29,239 thousand MT clinker and cement.

8. The Company's Operating Status in the First Quarter of 2018

In the first quarter of 2018, due to continued implementation of staggered production in the cement market of mainland China to curbing supply and stabilize the selling prices, the Asia Cement (China) Holdings Corporation’s profitability has significantly improved compared to the same period last year. In the first quarter of 2018, the consolidated operating income of the Company is NT $ 16,573,882 thousand, increasing 32% from NT $ 12,512,699 thousand in the same period of 2017. The consolidated net profit is NT $ 2,415,347 thousand, increased 1557 % from NT $ 145,793 thousand in the same period of 2017.

12 -

Report 2: 2017 Financial Statements

Explanation:

The 2017 financial statements are attached as the following pages.

Consolidated Balance Sheets (December 31, 2017)
Consolidated Statements of Comprehensive Income (Years Ended December 31, 2017)
Consolidated Statements of Changes in Equity (Years Ended December 31, 2017)
Consolidated Statements of Cash Flows (Years Ended December 31, 2017)
Balance Sheets (December 31, 2017)
Statements of Comprehensive Income (Years Ended December 31, 2017)
Statements of Changes in Equity (Years Ended December 31, 2017)
Statements of Cash Flows (Years Ended December 31, 2017)

Independent auditor’s report by Li Wen Kuo and Yu Wei Fan of Deloitte & Touche is attached.

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

13 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 37) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Notes 8 and 39) Debt investments with no active market - current (Notes 6, 10, 37 and 39) Notes receivable Third parties Related parties (Note 37) Trade receivables Third parties (Notes 11 and 12) Related parties (Notes 11 and 37) Other receivables (Notes 13 and 37) Current tax assets (Note 33) Inventories (Note 14) Prepayments (Note 21) Other current assets (Note 23) Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 16 and 39) Available-for-sale financial assets - non-current (Notes 8 and 39) Financial assets measured at cost - non-current (Note 9) Debt investments with no active market - non-current (Notes 6, 10, 37 and 39) Property, plant and equipment (Notes 17 and 39) Investment properties (Notes 18, 30 and 39) Intangible assets (Notes 19 and 20) Deferred tax assets (Note 33) Long-term notes receivables and other receivables (Notes 12 and 22) Long-term prepayments for leases (Note 21) Other non-current assets (Notes 23, 29 and 37) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 24 and 37) Short-term bills payable (Note 25) Accounts payable and accrued expenses Third parties Related parties (Note 37) Dividends and bonuses payable Other payable - other (Note 26) Current tax liabilities (Note 33) Provisions - current (Note 28) Customers' deposits and advances (Note 28) Current portion of long-term liabilities (Notes 27 and 37) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 27) Long-term borrowings (Notes 27 and 37) Provisions - non-current (Notes 28 and 40) Deferred tax liabilities (Note 33) Net defined benefit liabilities -non-current (Note 29) Deferred revenue - non-current (Note 28) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 30 and 33) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS (Note 30) Total equity TOTAL		2017 Amount % $ 7,739,492 3 322,080 - 7,805,406 3 4,380,928 2 8,328,652 3 - - 9,348,386 4 589,265 - 3,042,831 1 23,145 - 6,572,982 3 1,675,449 1 434,086 - 50,262,702 20 64,859,378 26 18,072,678 7 1,300,668 1 150,549 - 53,738,838 22 35,745,411 14 4,552,561 2 564,185 - 9,566,585 4 3,814,315 2 4,436,478 2 196,801,646 80 $ 247,064,348 100 $ 18,410,863 7 16,124,918 7 7,386,877 3 272,360 - 205,046 - 330,729 - 1,155,972 1 47,646 - 816,299 - 9,197,457 4 53,948,167 22 10,000,000 4 27,277,821 11 451,056 - 8,100,162 3 193,291 - 858,838 1 438,649 - 47,319,817 19 101,267,984 41 33,614,472 14 1,168,692 1 15,068,480 6 63,001,957 25 16,125,837 7 94,196,274 38 (1,543,873) (1) 127,435,565 52 18,360,799 7 145,796,364 59 $ 247,064,348 100		2016
				Amount % $ 7,450,006 3 327,875 - 6,346,839 3 2,507,290 1 4,155,701 2 24,029 - 9,812,374 4 532,754 - 2,740,861 1 25,222 - 6,920,598 3 841,858 1 463,161 - 42,148,568 18 65,435,100 27 13,800,282 6 1,310,918 - 151,846 - 58,832,486 25 35,281,745 15 4,866,642 2 861,406 - 10,191,188 4 4,024,572 2 1,566,032 1 196,322,217 82 $ 238,470,785 100 $ 18,900,622 8 12,032,043 5 7,074,962 3 253,303 - 208,063 - 337,635 - 429,732 - 9,655 - 785,952 - 825,563 1 40,857,530 17 14,094,681 6 32,842,810 14 327,662 - 8,137,817 4 167,129 - 926,923 - 453,012 - 56,950,034 24 97,807,564 41 33,614,472 14 1,167,881 1 14,673,903 6 62,119,922 26 14,805,588 6 91,599,413 38 (3,718,689) (2) 122,663,077 51 18,000,144 8 140,663,221 59 $ 238,470,785 100

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

14 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 31 and 37) OPERATING COSTS (Notes 14, 31, 32 and 37) GROSS PROFIT UNREALIZED GROSS PROFIT ON SALE TO ASSOCIATES REALIZED GROSS PROFIT ON SALE TO ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 32 and 37) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 32) Other gains and losses (Note 32) Finance costs (Note 32) Share of profit or loss of associates and joint ventures Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Note 33) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS), NET Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income (loss) of associates and joint ventures		2017 Amount % $ 64,899,248 100 54,728,230 85 10,171,018 15 (540) - - - 10,170,478 15 2,733,762 4 7,436,716 11 1,040,658 2 (728,230) (1) (1,772,075) (3) 2,522,090 4 1,062,443 2 8,499,159 13 1,833,618 3 6,665,541 10 127,020 - 124,241 - 251,261 -		2016
				Amount % $ 60,946,190 100 52,358,957 86 8,587,233 14 - - 1,041 - 8,588,274 14 2,355,226 4 6,233,048 10 1,058,684 2 (526,644) (1) (1,638,218) (2) 1,349,719 2 243,541 1 6,476,589 11 1,793,292 3 4,683,297 8 (59,867) - (140,079) - (199,946) - (Continued)

15 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of other comprehensive loss of associates and joint ventures Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 34) Basic Diluted		2017 Amount % $ (1,017,135) (1) 4,092,288 6 (1,206,875) (2) 1,868,278 3 2,119,539 3 $ 8,785,080 13 $ 5,469,007 8 1,196,534 2 $ 6,665,541 10 $ 7,895,746 12 889,334 1 $ 8,785,080 13 $1.74 $1.74		2016
				Amount % $ (4,016,914) (7) (7,989,160) (13) (2,482,376) (4) (14,488,450) (24) (14,688,396) (24) $ (10,005,099) (16) $ 3,945,769 7 737,528 1 $ 4,683,297 8 $ (9,550,011) (15) (455,088) (1) $ (10,005,099) (16) $1.26 $1.24

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

(Concluded)

16 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

		Equity Attributable to O	wners of the Corporation
Capital Stock	Issued Amount Capital Surplus $ 33,614,472 $ 1,155,643 - - - - - - - - - 12,238 - - - - - - - - - - 33,614,472 1,167,881 - - - - - - - - - 811 - - - - - - $ 33,614,472 $ 1,168,692	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 14,187,878 $ 61,112,646 $ 16,251,812 486,025 - (486,025 ) - 1,159,506 (1,159,506 ) - - (3,697,592 ) - - - - - - - - - - - 3,945,769 - - (200,669 ) - (1,326 ) 895 - (150,904) 150,904 14,673,903 62,119,922 14,805,588 394,577 - (394,577 ) - 881,019 (881,019 ) - - (3,025,302 ) - - - - - - - - 5,469,007 - - 251,923 - 1,016 (99,783) $ 15,068,480 $ 63,001,957 $ 16,125,837			Other Equity		otal Other Equity $ 9,576,422 - - - - - - - (13,295,111 ) - - (3,718,689 ) - - - - - - 2,174,816 - $ (1,543,873)
			Exchange Differences on Translating A Foreign Operations $ 4,209,234 - - - - - - - (4,253,547 ) - - (44,313 ) - - - - - - (2,593,840 ) - $ (2,638,153)	Unrealized Gain (Loss) on vailable-for-sale Financial Assets $ 5,013,239 - - - - - - - (9,036,793 ) - - (4,023,554 ) - - - - - - 4,751,621 - $ 728,067	Unrealized Gain on Revaluation C $ 307,723 - - - - - - - 5 - - 307,728 - - - - - - - - $ 307,728	ash Flow Hedge T $ 46,226 - - - - - - - (4,776 ) - - 41,450 - - - - - - 17,035 - $ 58,485

Shares 3,361,447 - - - - - - - - - - 3,361,447 - - - - - - - - 3,361,447

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

17 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Share of profit of associates and joint ventures Finance cost Dividend income Unrealized foreign exchange loss Gain on disposal of investments Amortization expenses Gain on change in fair value of investment properties Interest income Impairment loss recognized on trade receivables Impairment loss recognized on financial assets Loss (gain) on disposal of property, plant and equipment Net (gain) loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss Effect of changes in exchange rate of bonds payable Reversal of impairment loss on inventory Loss on disposal of intangible assets Gain on disposal of associates Loss on redemption of bonds payable Impairment loss on property, plant and equipment Other items Changes in operating assets and liabilities: Financial assets held for trading Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Accounts payable and accrued expenses Provisions Customers' deposits and advances Net defined benefit liabilities Deferred revenue Cash generated from operations Interests received Dividends received Interests paid Income tax expenses paid Net cash generated from operating activities	2017 $ 8,499,159 4,839,940 (2,522,090) 1,772,075 (616,680) 419,217 (393,588) 337,651 (216,580) (179,840) 159,402 122,619 103,818 (31,422) (7,470) (4,401) 1,030 (76) - - 4,949 37,397 (4,188,102) 596,114 (365,498) 278,234 (810,951) 12,784 496,543 153,618 41,831 (1,661) (68,085) 8,469,937 191,079 2,298,195 (1,731,570) (1,088,593) 8,139,048	2016 $ 6,476,589 5,241,445 (1,349,719) 1,638,218 (787,459) 2,620 (198,564) 202,093 (647,946) (207,661) 77,457 109,055 (8,422) 174,920 (159,295) (47,745) - - 298,893 104,772 3,368 (28,212) 1,738,330 559,433 (33,852) 135,714 224,401 24,357 (1,040,880) 751 139,454 (22,939) (68,085) 12,551,091 216,152 2,808,990 (1,508,280) (1,250,522) 12,817,431 (Continued)

18 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets (Increase) decrease in debt investments with no active market Increase in long-term prepayments for investment Acquisition of property, plant and equipment (Increase) decrease in refundable deposits Proceeds from disposal of property, plant and equipment Cash receipt of capital reduction from investments accounted for using equity method Acquisition of investment properties Increase in prepayments for lease Cash receipt of capital reduction from available-for-sale financial assets Acquisition of associates and joint ventures Acquisition of intangible assets Cash receipt of capital reduction from financial assets measured at cost Decrease (increase) in other non-current assets Net cash inflow on disposal of associate Proceeds from sale of derivative instruments not held for trading Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of long-term borrowings Proceeds from long-term borrowings Increase (decrease) in short-term bills payable Dividends paid Change of non-controlling interests (Decrease) increase in short-term borrowings Decrease in other non-current liabilities Increase in guarantee deposits received Repayments of bonds Proceeds from issue of bonds Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES	2017 $ (6,799,317) 5,689,530 (2,037,434) (1,954,754) (1,157,324) (711,225) 150,935 115,631 (48,967) (27,997) 16,880 (16,024) (13,608) 5,841 2,950 86 - (6,784,797) (34,878,734) 33,917,158 4,094,700 (3,025,272) (528,712) (300,971) (63,285) 5,561 - - (779,555) (285,210)	2016 $ (3,252,940) 2,904,802 2,885,375 - (1,250,087) 1,085,701 90,775 - (8,214) (577,914) - (32,581) (63,358) - (6,308) - 555,733 2,330,984 (41,250,977) 35,487,417 (1,414,200) (3,697,567) (500,078) 972,525 (30,825) 2,516 (13,894,347) 6,000,000 (18,325,536) (396,962) (Continued)

19 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2017 $ 289,486 7,450,006 $ 7,739,492	2016 $ (3,574,083) 11,024,089 $ 7,450,006

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

20 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

Opinion

We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), IFRIC Interpretations (“IFRIC”), and SIC Interpretations (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

21 -

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2017 are stated as follows:

Estimated Impairment of Trade Receivables of Subsidiaries

In the process of estimating impairment of trade receivables, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise. Please refer to Notes 5 and 11. Because the recoverability of trade receivables represents an area of significant judgement and uncertainty, we believe that the estimated impairment of trade receivables is one of key audit matters.

Corresponding audit procedures:

We obtained an understanding and performed tests of the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.
We evaluated the reasonableness of allowance for impairment loss by testing the ageing of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.
We tested recoverability of receivables by vouching cash receipts after the balance sheet date.
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.

Fair Value Measurement of Investment Properties

The Group’s investment properties are subsequently measured using the fair value model and valued by independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Please refer to Notes 5 and 18. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we believe that the fair value measurement of investment properties is one of key audit matters.

Corresponding audit procedures:

We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
We tested samples of items from management’s supporting documentation, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in valuation process and reperformed the calculation of fair value.
22 -

Fair Value Measurement of Financial Instruments with No Active Market

The Group owned equity interests in China Shanshui Cement Group Limited (CSCGL). CSCGL’s prescribed percentage of securities held by the public has fallen below the minimum requirement of 25% according to the Main Board Listing Rules 8.08 of Hong Kong Exchanges and Clearing Limited (the Exchange). Therefore, the Exchange suspended the trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2017, the trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Group engaged third party qualified appraisers for fair value measurement of CSCGL’s securities. Please refer to Notes 5 and 8. Because the fair value measurement of CSCGL’s securities represents an area of significant judgement and uncertainty, we believe that the fair value measurement of financial instruments with no active market is one of key audit matters.

Corresponding audit procedures:

We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
We obtained an understanding of management’s relevant financial data, including verifying the reasonableness of enterprise value/sales, enterprise value/earnings before interest, taxes, and amortization, value of equity securities/net equity and price-to-book ratio of other comparable listed companies used in the valuation process and reperformed the calculation of fair value.

Other Matter

We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2017 and 2016, on which we have issued an unqualified report.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

23 -

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

24 -

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in the independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China March 23, 2018

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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 consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated 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 independent auditors’ report and consolidated financial statements shall prevail.

25 -

ASIA CEMENT CORPORATION

BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 30) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Notes 8 and 32) Debt investments with no active market - current (Notes 6, 10 and 30) Notes receivable Third parties Related parties (Note 30) Trade receivables Third parties (Note 11) Related parties (Notes 11 and 30) Other receivables (Note 30) Current tax assets (Note 26) Inventories (Note 12) Prepayments (Note 17) Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 13 and 32) Available-for-sale financial assets - non-current (Note 8) Financial assets measured at cost - non-current (Note 9) Property, plant and equipment (Notes 14 and 32) Investment properties (Notes 15, 30 and 32) Intangible assets (Note 16) Deferred tax assets (Note 26) Long-term prepayments for leases (Note 17) Other non-current assets (Notes 18, 22 and 30) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bills payable (Note 19) Accounts payable and accrued expenses Third parties Related parties (Note 30) Dividends and bonuses payable Current tax liabilities (Note 26) Customers' deposits and advances (Note 21) Current portion of long-term liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 20) Long-term borrowings (Note 20) Deferred income tax liabilities (Note 26) Deferred revenue - non-current (Note 21) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Notes 23 and 26) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2017 Amount % $ 815,926 1 171,500 - 3,063,312 2 2,596,386 1 102,303 - - - 365,037 - 399,481 - 33,114 - 5,664 - 1,303,587 1 105,239 - 8,327 - 8,969,876 5 109,772,422 61 9,044,215 5 128,793 - 4,665,393 3 42,019,637 23 8,948 - 168,986 - 259,142 - 4,808,286 3 170,875,822 95 $ 179,845,698 100 $ 9,128,405 5 1,342,662 1 172,116 - 201,986 - - - 117,786 - 4,088,612 2 15,051,567 8 10,000,000 6 18,574,083 10 7,894,060 4 858,838 1 31,585 - 37,358,566 21 52,410,133 29 33,614,472 19 1,168,692 1 15,068,480 8 63,001,957 35 16,125,837 9 94,196,274 52 (1,543,873) (1) 127,435,565 71 $ 179,845,698 100		2016
				Amount % $ 2,119,151 1 160,600 - 3,175,297 2 798,602 1 111,084 - 24,029 - 361,852 - 382,855 - 20,279 - 3,397 - 1,278,584 1 116,830 - 8,104 - 8,560,664 5 106,904,196 63 6,341,274 4 133,202 - 5,142,099 3 41,557,622 24 10,287 - 368,164 - 299,887 - 2,025,511 1 162,782,242 95 $ 171,342,906 100 $ 6,139,093 3 1,303,039 1 238,549 - 201,956 - 3,879 - 129,932 - - - 8,016,448 4 14,094,681 8 17,681,007 10 7,928,785 5 926,923 1 31,985 - 40,663,381 24 48,679,829 28 33,614,472 20 1,167,881 1 14,673,903 8 62,119,922 36 14,805,588 9 91,599,413 53 (3,718,689) (2) 122,663,077 72 $ 171,342,906 100

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

26 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 24 and 30) OPERATING COSTS (Notes 12, 24, 25 and 30) GROSS PROFIT UNREALIZED GROSS PROFIT ON SALE TO SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT ON SALE TO SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 25 and 30) OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Other gains and losses (Note 25) Finance costs (Note 25) Share of the profit or loss of subsidiaries and associates Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 26) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS), NET Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income (loss) of subsidiaries and associates		2017 Amount % $ 8,186,867 100 7,525,121 92 661,746 8 - - 9,181 - 670,927 8 522,645 6 148,282 2 439,018 5 (85,962) (1) (331,552) (4) 5,231,593 64 5,253,097 64 5,401,379 66 (67,628) (1) 5,469,007 67 148,032 2 103,891 1 251,923 3		2016
				Amount % $ 9,917,334 100 8,626,794 87 1,290,540 13 (1,545) - - - 1,288,995 13 530,080 5 758,915 8 680,961 7 216,108 2 (368,940) (4) 3,263,937 33 3,792,066 38 4,550,981 46 605,212 6 3,945,769 40 (62,582) (1) (138,082) (1) (200,664) (2) (Continued)

27 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2017 Amount % $ 1,745,213 21 429,603 5 2,174,816 26 2,426,739 29 $ 7,895,746 96 $ 1.74 $ 1.74	2016
	Amount $ (2,914,758) (10,380,358) (13,295,116) (13,495,780) $ (9,550,011) $ 1.26 $ 1.24	% (29) (105) (134) (136) (96)


$

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

(Concluded)

28 -

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amount)

Capital Stock Issued Shares Amount Capital Surplus 3,361,447 $ 33,614,472 $ 1,155,643 - - - - - - - - - - - 12,238 - - - - - - - - - - - - 3,361,447 33,614,472 1,167,881 - - - - - - - - - - - 811 - - - - - - - - - 3,361,447 $ 33,614,472 $ 1,168,692			Other Equity
	Exchange Differences on Translating Foreign Operations $ 4,209,234 - - - - - (4,253,547) - - (44,313) - - - - - (2,593,840) - $ (2,638,153)	Unrealized Gain (Loss) on Available-for- sale Financial Assets $ 5,013,239 - - - - - (9,036,793) - - (4,023,554) - - - - - 4,751,621 - $ 728,067	Unrealized Gain on Revaluation $ 307,723 - - - - - 5 - - 307,728 - - - - - - - $ 307,728	Cash Flow Hedge $ 46,226 - - - - - (4,776) - - 41,450 - - - - - 17,035 - $ 58,485

Shares 3,361,447 - - - - - - - - 3,361,447 - - - - - - - 3,361,447

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

29 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Share of profit of subsidiaries and associates Depreciation expenses Gain on change in fair value of investment properties Finance cost Dividend income Unrealized foreign exchange loss Interest income Gain on disposal of available-for-sale financial assets Net (gain) loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss (Realized) unrealized gross profit on sale to subsidiaries and associates Effect of changes in exchange rate of bonds payable Amortization expenses Reversal of impairment loss on trade receivables Loss on disposal of property, plant and equipment Loss on redemption of bonds payable Impairment loss recognized on financial assets Other items Changes in operating assets and liabilities: Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Net defined benefit assets Accounts payable and accrued expenses Customers' deposits and advances Deferred revenue Cash generated from operations Interest received Interest paid Dividend received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in long-term prepayment for investment (Increase) decrease in debt investments with no active market Acquisition of available-for-sale financial assets	2017 $ 5,401,379 (5,231,593) 641,963 (380,386) 331,552 (297,566) 257,339 (57,841) (34,961) (10,900) (9,181) (7,470) 3,438 (254) 79 - - 4,409 32,810 (28,858) (12,540) (25,003) 52,336 (223) (20,774) (53,426) (12,146) (68,085) 474,098 57,546 (325,003) 3,105,652 (2,267) 3,310,026 (1,911,179) (1,872,833) (899,109)	2016 $ 4,550,981 (3,263,937) 636,521 (899,748) 368,940 (362,946) 177,432 (57,613) - 188,997 1,545 (159,295) 3,786 (465) 32 298,893 39,515 4,409 11,504 13,285 10,568 285,517 102,678 866 (49,247) (196,395) (4,083) (68,085) 1,633,655 56,366 (257,163) 3,102,857 (170,836) 4,364,879 - 927,183 - (Continued)

30 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

(Increase) decrease in refundable deposits Proceeds from disposal of available-for-sale financial assets Acquisition of property, plant and equipment Acquisition of investment properties Acquisition of intangible assets Proceeds from sale of derivative instruments not held for trading Proceeds from disposal of property, plant and equipment Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid Increase (decrease) in short-term bills payable (Decrease) increase in guarantee deposits received Repayments of bonds Proceeds from issue of bonds Decrease in short-term borrowings Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2017 $ (720,804) 286,209 (172,142) (48,967) (2,099) - - (5,340,924) 18,588,000 (17,700,000) (3,025,272) 2,990,000 (400) - - - 852,328 (124,655) (1,303,225) 2,119,151 $ 815,926	2016 $ 1,128,727 - (557,953) (44,241) (5,434) 489,200 8,435 1,945,917 17,700,000 (13,437,000) (3,697,567) (1,613,000) 2,600 (13,894,347) 6,000,000 (50,000) (8,989,314) (78,477) (2,756,995) 4,876,146 $ 2,119,151

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

(Concluded)

31 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

Opinion

We have audited the accompanying financial statements of Asia Cement Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2017 and 2016, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Corporation’s financial statements for the year ended December 31, 2017 are stated as follows:

Estimated Impairment of Trade Receivables of Subsidiaries

In the process of estimating impairment of trade receivables, the Corporation’s subsidiaries take into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise. Because the recoverability of trade receivables represents an area of significant judgement and uncertainty, we believe that the estimated impairment of trade receivables is one of key audit matters.

32 -

Corresponding audit procedures:

We obtained an understanding and performed tests of the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.
We evaluated the reasonableness of allowance for impairment loss by testing the ageing of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.
We tested recoverability of receivables by vouching cash receipts after the balance sheet date.
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.

Fair Value Measurement of Investment Properties

The Corporation’s and its subsidiaries’ investment properties are subsequently measured using the fair value model and valued by independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Please refer to Notes 5 and 15. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we believe that the fair value measurement of investment properties is one of key audit matters.

Corresponding audit procedures:

We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
We tested samples of items from management’s supporting documentation, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in valuation process and reperformed the calculation of fair value.

Fair Value Measurement of Financial Instruments with No Active Market

The Corporation and its subsidiaries owned equity interests in China Shanshui Cement Group Limited

33 -

(CSCGL). CSCGL’s prescribed percentage of securities held by the public has fallen below the minimum requirement of 25% according to the Main Board Listing Rules 8.08 of Hong Kong Exchanges and Clearing Limited (the Exchange). Therefore, the Exchange suspended the trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2017, the trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Corporation engaged third party qualified appraisers for fair value measurement of CSCGL’s securities. Please refer to Notes 5 and 8. Because the fair value measurement of CSCGL’s securities represents an area of significant judgement and uncertainty, we believe that the fair value measurement of financial instruments with no active market is one of key audit matters.

Corresponding audit procedures:

We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
We obtained an understanding of management’s relevant financial data, including verifying the reasonableness of enterprise value/sales, enterprise value/earnings before interest, taxes, and amortization, value of equity securities/net equity and price-to-book ratio of other comparable listed companies used in the valuation process and reperformed the calculation of fair value.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

34 -

Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
35 -
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in the independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China

March 23, 2018

36 -

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance 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 applied in the Republic of China.

For the convenience of readers, the independent 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 independent auditors’ report and financial statements shall prevail.

37 -

Report 3: Audit Committee’s Review Report on the 2017 Financial Statements

To: The 2018 Regular Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2017 Business Report, the Proposal for Profit Distribution, and the Financial Statements certified by CPA Ms. Li Wen Kuo and Mr. Yu Wei Fan of the Deloitte & Touche. The Business Report, Financial Statements, and the Proposal for Profit Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Asia Cement Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Chairman of the Audit Committee: Ta-Chou Huang May 8, 2018

-38-

Report 4: Report on the 2017 Employees’ Compensation and Directors’ Remuneration

Explanation:

Pursuant to the Article 25 of the “Articles of Incorporation of Asia Cement Corporation”, 2% to 3.5% of profit of the current year should be distributed as employees’ compensation and not more than 2.5% of profit of the current year should be distributed as directors’ remuneration in the case where there are profits for the current year.

The 2017 directors’ remuneration is NT$130,120,000 (2.291%). The 2017 employees’ compensation is NT$ 147,850,000 (2.603%). The aforesaid items will be paid in cash.

The 4[th] meeting of 26[th] Board of Directors approved the 2017 employees’ compensation and directors’ remuneration.

-39-

II Recognizing Events

Proposed by the Board

Proposal 1: Acceptance of the 2017 Business Report and Financial Statements

Explanation:

The 2017 business report and financial statements of Asia Cement Corporation, attached as page 3-37, were audited and approved by Audit Committee.

The Audit Committee’s review report on the 2017 financial statements is attached as page 38.

Resolution:

-40-

Proposed by the Board

Proposal 2: Acceptance of the Proposal for Distribution of 2017 Profits

Explanation:

The Board of Directors has approved the following proposal for distribution of 2017 profits in accordance with the article 26 of the articles of incorporation of Asia Cement Corporation.

1. Opening unappropriated retained earnings Plus: Adjustment with initial adoption of TIFRS Plus: Effect of retrospective application and retrospective restatement Less: Special reserve recognized with initial adoption of TIFRS Less: Special reserve under Rule No. 1030006415 issued by the FSC Opening unappropriated retained earnings-Adjusted Plus: Reissuance of treasury shares/cancelation of treasury shares Plus: Effect of changes in percentage of ownership of investee Plus: Remeasurement of defined benefit plans Unappropriated retained earnings-Adjusted Net income of 2017 Less: Legal reserve appropriation Less: Special reserve appropriation Subtotal Plus: Unappropriated retained earnings-Adjusted Retained earnings available for distribution Retained earnings to be distributed in 2017 Closing unappropriated retained earnings 2. Appropriation items: Shareholder bonus Total 3. Appropriation: Cash dividends: NT $1.2 per share Total Plus: Transfer of changes in the fair value attributable to changes in the credit risk of financial liabilities designated as at fair value through profit or loss upon derecognition Plus: Special reserve reversed under Rule No. 1030006415 issued by the FSC Plus: Special reserve reversed under Rule No. 1010012865 issued by the FSC	10,504,689,979 $
	0 0 0 0
	10,504,689,979
	0 0 0 (99,783,459) 251,923,930 0
	10,656,830,450 $
	5,469,007,104 $ 546,900,710 943,187,859
	3,978,918,535 $ 10,656,830,450 14,635,748,985
	4,033,736,638
	10,602,012,347 $
	4,033,736,638
	4,033,736,638 $
	4,033,736,638 $
	4,033,736,638 $

2017 net profit will be distributed with priority.

-41-

The proposed cash dividend is distributed on the distribution record date after the approval of 2018 Annual Shareholders' Meeting. However, in the event that, before the distribution record date, in accordance with the article 28-2 of the Security Exchange Act, the proposed 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 to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

Resolution:

-42-

III Discussing Events

Proposed by the Board

Proposal 1: Amendment to “Articles of Incorporation of Asia Cement Corporation”

Explanation:

In accordance with the actual operation situation and to stipulate the company’s dividend policy, the Board of Directors proposed to amend “the Articles of Incorporation of Asia Cement Corporation”. Please refer to following comparison table for details.

Resolution:

Comparison Table For

“Articles of Incorporation of Asia Cement Corporation”

After the Amendment

Article 26

Apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Company shall make up for 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 proportion to the number of the shares held by each shareholder as shareholders’ dividend. However in the case of increase in the Company's share capital, the shareholders' dividend to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.

Before the Amendment

Article 26

-43-

After the Amendment	Before the Amendment
The distribution of shareholders’ dividend 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. Shareholders’ dividend shall be distributed aimed at maintaining the stability of shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, the dividend payout ratio each fiscal year shall be no less than fifty percent（50%）of the final surplus which is the sum of after-tax profit of the fiscal year to withhold previous loss, if any, legal reserve and special reserve as required by law;the cash dividend shall not be less than 10% of the shareholders’ dividend distributed in the sameyear.	The distribution of shareholders’ dividend 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. Shareholders’ dividend shall be distributed aimed at maintaining the stability of shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, the cash dividend shall not be less than 10% of the shareholders’ dividend distributed in the same year.
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. -- Fifty-second Amendment on June 27, 2017. Fifty-third Amendment on June 26, 2018.	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. -- Fifty-second Amendment on June 27, 2017.

After the Amendment

Before the Amendment

The distribution of shareholders’ dividend 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. Shareholders’
dividend shall be distributed aimed at maintaining
the stability of shareholders’ dividend distributions.
Save for the purposes of improving the financial
structure, reinvestments, production expansion or
other capital expenditures in which capital is
required, when distributing shareholders’ dividend,
the dividend payout ratio each fiscal year shall be no
less than fifty percent（50%）of the final surplus
which is the sum of after-tax profit of the fiscal year
to withhold previous loss, if any, legal reserve and
special reserve as required by law;the cash dividend
shall not be less than 10% of the shareholders’
dividend distributed in the sameyear.

The distribution of shareholders’ dividend 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. Shareholders’
dividend shall be distributed aimed at maintaining
the stability of shareholders’ dividend distributions.
Save for the purposes of improving the financial
structure, reinvestments, production expansion or
other capital expenditures in which capital is
required, when distributing shareholders’ dividend,
the cash dividend shall not be less than 10% of the
shareholders’ dividend distributed in the same year.

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.
--
Fifty-second Amendment on June 27, 2017.
Fifty-third Amendment on June 26, 2018.

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

-44-

V Questions and Motions

-45-

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.
Article 5 The Company shall have its principal business office in Taipei City,

-46-

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 forty billion New Taiwan Dollars (NT$40,000,000,000) divided into 4,000,000,000 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:
General Shareholders' Meeting shall be held once a year within 6 months of the end of the Company's financial year.
Extraordinary Shareholders' Meeting shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.
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

-47-

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 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 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.
Chapter IV – Directors and Managerial Officers
Article 16 There shall be 13~19 directors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total shares number of the registered shares of the Company held by all of the directors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies".

-48-

The term of office of directors is for a period of 3 years. They may be reappointed following their re-election.

Independent directors shall not be less than three in number and shall not be less than one-fifth of the total number of directors.

Directors shall be elected by adopting candidate nomination system in accordance with the Article 192-1 of Company Act. A shareholder shall elect from the nominees listed in the roster of candidates. The election of independent and non-Independent directors should be held together while elected quotas should be calculated separately.

Article16-1 Pursuant to Article 14-4 of the Securities and Exchange Act, the Company will establish an Audit Committee. The Audit Committee shall make up of the entire number of independent directors, and it is responsible of executing powers relegated to Supervisors by the Company Act, Securities and Exchange Act and other laws and regulations.

The organizing members, exercise of powers and other matters to be abided by the Audit Committee shall follow related laws, regulations or rules or regulation of the Company. The organization regulations of the Audit Committee shall be adopted by the Board of Director.

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

-49-

copy, e-mail, or fax.

Article 19 (deleted) Article 20 The salaries of executive directors might be paid as employees with reference to the standard of listed companies 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 law furnish various documents and statements and submit 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 2% to 3.5% of profit of the current year should be distributed as employees’ compensation and not more than 2.5% of profit of the current year should be distributed as directors’ remuneration in the case where there are profits for the current year. However, the Company's accumulated losses shall have been covered.
The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, to determine the actual ratio, amount, form (in the form of shares or in cash) and the number of shares of the profit distributable as Employees’ compensation; and a report of such distribution shall be submitted to the shareholders' meeting.
The actual ratio and amount of the profit distributable as directors’ remuneration shall also be determined by Board of Directors, and a report of such distribution shall be submitted to the shareholders' meeting.
Article 26 Apart from paying all its income taxes in the case where there are net

-50-

incomes at the end of the year, the Company shall make up for 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 proportion to the number of the shares held by each shareholder as shareholders’ dividend. However in the case of increase in the Company's share capital, the shareholders' dividend to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.

The distribution of shareholders’ dividend 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. Shareholders’ dividend shall be distributed aimed at maintaining the stability of shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, the cash dividend shall not be less than 10% of the shareholders’ dividend distributed in the same year.

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

Chapter VI – Supplementary Provisions

Article 28 The organizational rules and bylaws of the Company shall be drawn and amended additionally.
Article 29 All matters not covered herein shall be undertaken in accordance with the Company Act and the other relevant laws and regulations.
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.
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.
First amendment on March 5, 1958;
Second amendment on February 5, 1960;
Third amendment on October 20, 1961;

-51-

Fourth amendment on April 11, 1962; 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;

-52-

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. Fiftieth amendment on June 21, 2013. Fifty-first Amendment on June 21, 2016. Fifty-second Amendment on June 27, 2017.

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

-53-

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 Third amended on June 7, 2002 Last amended on June 21, 2013

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 for 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.

When convening Shareholders’ 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 Shareholders’ 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 Shareholders’ Meeting, those who vote via electronic casting shall be considered as abstain.

Number of shareholders 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 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 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

-54-

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.

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) 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.

-55-

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). Anyone disobedient to
		the preceding rule shall be prohibited by the chairperson.
		Article 14 of this meeting rule shall apply if anyone disobedient to the preceding
		rule and 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.
		The poll-watchers and tally clerks shall be appointed by the chairperson with the
		consent of the shareholders (or proxies). The poll-watchers shall be limited to
		shareholders of the Company.
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 no objection expressed
		by shareholders casting their votes via electronic casting, and if the chairperson
		inquires and receives no objection from shareholders in attendance in person. The

-56-

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.

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 the Company Act, Securities and Exchange Act and the other related laws and regulations.
Article 16 The rules herein take effect after approval at the Shareholders’ Meeting. The same provision applies for any amendments.
*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

-57-

Appendix

1. Shareholding of Directors

Title	Name	Representative	Shareholdings	Ratio of Shareholding
Chairman	Douglas Tong Hsu	-	23,278,334	0.69%
Independent Director	Ta-Chou Huang	-	0	0.00%
	Chi Schive	-	0	0.00%
	Gordon S. Chen	-	0	0.00%
Director	Far Eastern New Century Corporation	T.H. Chang Johnny Shih C.V. Chen	750,511,324	22.33%
	Bai-Yang Investment Holdings Corporation	Chin-Der Ou	3,849,468	0.11%
	U-DingCorporation	K.Y. Lee	1,895,136	0.06%
	Far Eastern Y.Z. Hsu Science And Technology Memorial Foundation	Peter Hsu C.K. Chang	6,218,800	0.19%
	Ta Chu Chemical Fiber Co.,Ltd	Ruey Long Chen	1,560,068	0.05%
	Huey Kang Investment Corporation	Connie Hsu	4,837,436	0.14%
	Far Eastern Medical Foundation	Champion Lee	181,566,797	5.40%
	U-Ming Corporation	K.T. Li	1,505,585	0.04%
Shareholding of All Directors			975,222,948	29.01%

Note 1: The ratios above are calculated based on total issued shares (3,361,447,198

shares) on book closure date (April 28, 2018).

Note 2: The minimum required combined shareholding of all directors by law:

80,674,732 shares. The minimum required combined shareholding of all supervisors by law: 8,067,473 shares.

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

-58-

2. Effects on Business Performance and EPS Resulting From 2017 Stock Dividend Distribution

Stock Dividend Distribution	Stock Dividend Distribution	Stock Dividend Distribution
Year Item			2018 (Estimated)
Paid-In Capital(Beginningof The Year)			NT $33,614,471,980
Stock＆Cash Dividend Distribution	Cash Dividend Per Share		NT$1.2
	Stock Dividend From Retained Earnings Per Share		0.00 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 does not disclose its financial forecast information, in compliance with relevant governmental regulations, there is no need to provide this information.

-59-

==> picture [62 x 64] intentionally omitted <==

ASIA CEMENT CORPORATION

AI assistant

ACC — AGM Information 2018

51736_rns_2018-07-24_4f57cf30-d02a-4f40-965f-8f01d45b07ff.pdf

FAR EASTERN GROUP

ASIA CEMENT CORPORATION Handbook For The 2018 Regular Shareholders’ Meeting

Table of Contents

I Meeting Agenda

Asia Cement Corporation

Meeting Agenda of

II Reporting Events

Report 1: 2017 Business Report

Explanation:

2017 Business Report

1. Review of the Year 2017

Review of the International Economic Situation in 2017

Review of the Domestic Economic Situation in 2017

The Company's business performance in 2017

2. Operating Performance of 2017

＊ key performance indicator:

＊ key performance indicator:

B. Sales

i. Taiwan area:

＊ Key Performance Indicator:

ii. China area:

＊ Key Performance Indicator:

3. The Company’s Layout Strategy in China

4. Overview of The Company’s Investments in China

A. Jiangxi Yadong Cement Co., Ltd

B. Sichuan Yadong Cement Co., Ltd

reduces electricity costs and minimizes the dependence on external power supply.

C. Hubei Yadong Cement Co., Ltd

D. Huanggang Yadong Cement Co., Ltd

E. Wuhan Yaxin Cement Co., Ltd

F. Sichuan Lanfeng Cement Corp.

G. Yangzhou Yadong Cement Co., Ltd

H. Wuhan Yadong Cement Co., Ltd

I. Nanchang Yadong Cement Co., Ltd

5. International and Domestic Economic Situations in 2018

A. Prospects of the International Economic Situation in 2018

B. Prospects of the Domestic Economic Situation in 2018

6. Business Outlook of the Cement Industry on both sides of the Taiwan Straits

A. Cement industry in China

i. The environmental protection standards will be increasingly stringent:

vii. Industry associations will continue to strengthen inter-regional market coordination:

B. Cement industry in Taiwan

7. Business Outlook of the Company in 2018

8. The Company's Operating Status in the First Quarter of 2018

Report 2: 2017 Financial Statements

Explanation:

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimated Impairment of Trade Receivables of Subsidiaries

Fair Value Measurement of Investment Properties

Corresponding audit procedures:

Fair Value Measurement of Financial Instruments with No Active Market

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

ASIA CEMENT CORPORATION

BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ASIA CEMENT CORPORATION

ACC AGM Information 2018