Asia Cement Corporation

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

ASIA CEMENT CORPORATION Handbook For The 2023 Regular Shareholders’ Meeting

Meeting Time: 9:00 A.M., June 27, 2023

Meeting Venue: The Banquet Hall In Taipei Hero House No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei City

I MEETING AGENDA ..........................................................................................................................................3 II REPORTING EVENTS.....................................................................................................................................4 REPORT 1: 2022 BUSINESS REPORT ......................................................................................................................4 REPORT 2: 2022 FINANCIAL STATEMENTS .......................................................................................................... 14 REPORT 3: AUDIT COMMITTEE’S REVIEW REPORT ON THE 2022 FINANCIAL STATEMENTS ................................. 38 REPORT 4: REPORT ON THE 2022 EARNINGS DISTRIBUTION ................................................................................ 39 REPORT 4: REPORT ON THE 2022 DIRECTORS’ REMUNERATION AND EMPLOYEES’ COMPENSATION ................... 40 REPORT 5: AMENDMENT TO “PRINCIPLES FOR ETHICAL MANAGEMENT OF ASIA CEMENT CORPORATION” ........ 41 II RECOGNIZING EVENTS ............................................................................................................................. 44 PROPOSAL 1: ACCEPTANCE OF THE 2022 BUSINESS REPORT AND FINANCIAL STATEMENTS ............................... 44 PROPOSAL 2: ACCEPTANCE OF THE PROPOSAL FOR DISTRIBUTION OF 2021 PROFITS ......................................... 45 III DISCUSSING AND ELECTION EVENTS ................................................................................................. 46 PROPOSAL 1: TO ELECT DIRECTORS AND INDEPENDENT DIRECTORS. ................................................................ 46 PROPOSAL 2: PROPOSAL FOR RELEASE THE PROHIBITION ON DIRECTORS FROM PARTICIPATION IN COMPETITIVE BUSINESS. .......................................................................................................................................................... 51 V QUESTIONS AND MOTIONS ....................................................................................................................... 54 RULES AND BYLAWS ....................................................................................................................................... 55 1. ARTICLES OF INCORPORATION OF ASIA CEMENT CORPORATION ..................................................................... 55 2. MEETING RULES OF SHAREHOLDERS FOR ASIA CEMENT CORPORATION ........................................................ 63 3. ELECTION RULES FOR DIRECTORS .................................................................................................................. 69 APPENDIX ........................................................................................................................................................... 72 1. SHAREHOLDING OF DIRECTORS ...................................................................................................................... 72 2. EFFECTS ON BUSINESS PERFORMANCE AND EPS RESULTING FROM STOCK DIVIDEND DISTRIBUTION ........... 73

I Meeting Agenda

Asia Cement Corporation

Meeting Agenda of

The 2023 Regular Shareholders’ Meeting

Call the Meeting to Order

Chairperson Takes Chair

Chairperson Remarks

Guest Remarks

Reporting Events

Recognizing Events

Discussing and Election Events

Questions and Motions

Adjournment

II Reporting Events

Report 1: 2022 Business Report

Explanation:

The 2022 business report is attached as the following pages.

2022 Business Report

I. Overlook of Business in 2022

Overall cement production in China has reached 2.12 Billion mt, representing a YOY drop of 10.8%. Total production of cement clinker from subsidiaries of the Company in China amounted to 23.63 Million mt in the same year, representing a YOY drop of 3.45%. Total sales of cement, cement clinker and slag powder amounted 28.24 Million mt, representing a YOY drop of 5.33%.

Net profit after tax of Asia Cement (China) Holdings Corporation, ACCH, has reached 1,832,333 thousand NTD. The Company and its subsidiaries recognized an investment profit of 1,319,280 thousand NTD.

According to statistics of Taiwan Cement Manufacturer’s Association, sales by its member companies amounted 11,165,815 mt, YOY decrease of 7.8% where domestic sales accounted for 10,067,671 mt, YOY decrease of 2.22% and export sales accounted for 1,098,144 mt, YOY decrease of 39.49%. On the other hand, import cement amounted 3,434,518 mt, YOY increase of 45.47%. Domestic sales of the Company were 3,130,697 mt, YOY growth of 6.74% and accounted for 31.10% of the sales by domestic manufacturer and 23.19% of total sales in domestic market. Under the impact of variant of COVID virus, Russia-Ukraine war, high inflation and climate change, domestic economy appeared to be less satisfactory than expected. However, benefiting from the continuous relief of controlling measure for COVID as well as expanding scope of infrastructure by the government, demand for cement remains positive. Domestic consumption for 2022 has reached 13,502,189 mt, YOY increase of 6.67% converting to per capita consumption of 580kg, YOY growth of 7.01%.
The Company has seamlessly integrated businesses from different positions of stream of construction industry, ranging from mining, clinker, cement, ready-mixed concrete, precast and building materials. The value of cement business has been escalated comprehensively by vertical integration of construction businesses. In addition, the footprint has been expanded to power-generation, steel and transportation and thus create highest value of the Company by diversification of investments.
The consolidated revenue of the Company has reached NTD 90,340,530 thousand on par with that of last year. Whereas, the consolidated operating profit has amounted to NTD 8,571,273 thousand, YOY decrease of 51.54%. In addition, investment recognized under equity method, including U-Min Marine, Far Eastern New Century and Shan-shui
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Cement, China, has recognized a total investment profit of 4,311,008 thousand NTD, consolidated net profit after tax of NTD 12,597,136, represented by a ratio of net profit after tax of 13.94%. Consolidated net profit after-tax attributable to the owner of the Company amounted to 12,016,396 thousand NTD. The distribution of profits of 2022 has been adopted by 13[th] meeting of 27[th] Board of Directors with a dividend in cash of NTD 2.3 per share.

II. Operation Performance in 2022

1. Production

Unit: 1000 MT

					Unit: 1000	MT
Item Region	Cement	Difference Compared to 2021	%	Clinker	Difference Compared to 2021	%
ACC (Taiwan)	3,679	44	1.21	3,381	(26)	(0.76)

`＊` key performance indicator:

Actual aggregate cement output amounted to 3,679 thousand MT with the achievement rate of 89.73%, comparing to estimated output 4,100 thousand MT.

Actual aggregate clinker output amounted to 3,381 thousand MT with the achievement rate of 93.66% comparing to estimated output 3,610 thousand MT.

Unit: 1000 MT

Item Region	Cement	Difference Compared to 2021	%	Clinker	Difference Compared to 2021	%
ACC (China)	24,224	(3,245)	(11.81)	23,632	(844)	(3.45)

`＊` key performance indicator:

Actual aggregate cement output amounted to 24,224 thousand MT with the achievement rate of 84.24%% comparing to estimated output 28,755 thousand MT.

Actual aggregate clinker output amounted to 23,632 thousand MT with the achievement rate of 95.86% comparing to estimated output 24,652 thousand MT.

2. Sales

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	2022				Difference Compared to 2021
	Domestic Sales		Export Sales
	Volume	Value	Volume	Value	Volume	%	Value	%
Cement & Clinker	3,155	8,356,278	547	947,700	35	0.95	1,491,391	19.09

`＊` Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC amounted to 3,702 thousand MT with the achievement rate of 89.20% comparing to the estimated sales 4,150 thousand MT.

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	2022				Difference Compared to 2021
	Domestic Sales		Export Sales
	Volume	Value	Volume	Value	Volume	%	Value	%
Cement & Clinker	28,110	39,694,276	-	-	(1,569)	(5.29)	(8,541,274)	(17.71)

`＊` Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 28,110 thousand MT with the achievement rate of 92.93% comparing to the estimated sales 30,249 thousand MT.

III. Deployment of investment in China

Asia Cement was the first cement company to invest in China 27 years ago after the government opened its investment policy by allowing domestic enterprise to invest in cement industry in China.
Asia Cement (China) Holdings Corporation (ACCH), the subsidiary of the Company, was listed on the main board of HKEX on May 20, 2008 with total asset of 21 Billion RMB. ACCH currently owns 26 subsidiaries and is in strategically partnership with other 5 companies. The business is located in Jainxi, Sicuan, Hubei, Jiangsu and Shanghai primarily with Jiangxi Yadong Company, Sichuan Yadong Company, and Hubei Yadong Company being the core of operation in Southeast, Southwest and Central China area.
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On top of this foundation, ACCH has established various cement manufacturing plants, grinding mills, cement product plant and transportation company, and terminals and sales offices and therefore constituted a comprehensive and efficient network of production, transportation and sales.

IV. Summary of business in China

Jiangxi Yadong Cement Co., Ltd – Owns 6 cement kilns with total annual production capacity of 11.3 Million mt for cement clinker which can be used to produce cement of 14 Million mt. Jiangxi Yadong is not only the biggest cement manufacturer. It is one of the leaders in terms of production capacity for a single plant. Power generated by waste heat gathered from 6 kilns reaches 338 GWh annually which effectively reduce cost of power and reliance on power from external source.
Sichuan Yadong Cement – Owns 3 cement kilns with total annual production capacity of 4.95 Million mt for cement clinker which can be used to produce cement of 6 Million mt. Power generated by waste heat gathered from 3 kilns reaches 145 GWh annually which effectively reduce cost of power and reliance on power from external source. Since the completion of conveyor system, which transports limestone from quarry to the plant, extended from terminal to the plant, benefits such as increase of transportation efficiency, reduction of raw material cost and security of supply of limestone for production was observed, the system has also brought additional benefits of preventing of impact to neighborhood, road and residents around the transportation route of limestone.
Hubei Yadong Cement Co., Ltd - Owns 2 cement kilns with total annual production capacity of 3.3 Million mt for cement clinker which can be used to produce cement of 4 Million mt. Power generated by waste heat gathered from 2 kilns reaches 105 GWh annually which effectively reduce cost of power and reliance on power from external source.
Huanggang Yadong Cement Co., Ltd - Owns 1 cement kilns with total annual production capacity f of 1.65 Million mt or cement clinker which can be used to produce cement of 2 Million mt. Power generated by waste heat gathered from 1 kiln reaches 41 GWh annually which effectively reduce cost of power and reliance on power from external source.
Sichuan Lanfeng Cement Co., Ltd.– To enforce its leading position in the market and increase its market share in Great Cheng-du market and to ensure the synergy in marketing, cost and operation, Sichuan Yadong has acquired, in May, 2014, 100% share in Sicuan Lan-feng Cement which owns two Dry-Process production line of clinker with total annual production capacity of 3.8 Million mt for cement clinker and that of 5 Million mt for cement. The company has also equipped with waste heat recycle system which can generate power of 130GWh.
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Yangzhou Yadong Cement Co., Ltd. – Annual grinding capacity around 2.3 Million mt for cement for supply to Yangzhou area. The company also operates a batching station for read-mixed concrete for sales in domestic market.
Wuhan Yadong Cement Co., Ltd. – Annual grinding capacity of 1.8 Million mt for cement for supply to Wuhan area.
Nanchang Yadong Cement Co., Ltd. - Annual grinding capacity of 0.6 Million mt for slag powder for supply to Nanchang area.
Jiangling Yadong Building Materials Cement Co., Ltd. – Established in October 2022 and estimate to be ready for production by September 2023 with expectation of grinding capacity of 1.5 Million mt for cement and 0.5 Million mt for slag powder and other additive powder.

V. Prospect of performance of cement industry in Taiwan and China

1. Mainland China

Faced by impact by multiple factors beyond expectation such as pandemic, China has coordinated the prevention and control of pandemic with high efficiency and social economic development and secure the stability of economy and society with an YOY growth of economy of 3%. For the prospect of 2023, with the adjustment of prevention and control policy for pandemic and implementation of spirit of 20[th] National People’s Congress, economy in China will comprehensively enter post-pandemic recovery. New driven forced will emerge at supply side with pulling force in domestic demand simultaneously, the overall economy is expected to recover with a growth of 5%.

Under the influence of price of energy in international market, the price of coal remains at high level. However, with the new capacity of production of coal, relief on the import policy of coal, extension of zero tariff till the end of the year and secured price of supply, it is expected that coal price would be stabilized or over reduced for the year.

Overall prospect for operation of cement industry in China is as follow,

A. Picking up of investment in infrastructure. Stabilization in real estate. Stable development in supporting industries.
a According to the latest government working report, the government intend to issue special bond of 3.8 Trillion RMB for financing of city projects and infrastructure for initiative including industrial park, major national strategic project, protection of housing security. Investment in infrastructure remains the focus of policies in the future and to support the demand for cement.
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b With central government’s firm position policy “No speculation on housing for private use” and influence of guaranteed completion of construction and transfer of entitlement of properties, real estate market is expected to reach the bottom. With the implementation a series of policies surrounding bank mortgages, bond financing, stock financing by supervisory agencies from various level of government, the housing market has stabilized gradually and is expected to reach its bottom and thus increase the demand of cement.

B. Continuous enforcement of elimination of production supply.

a As staggered-peak production increase significantly, picking up of enforcement of the policies, this practice has been promoting continuously within the industry and will secure the goal of elimination of excessive capacity.
b Replacement of cement capacity and introduction of new production line reached its peak and sudden decrease, project aiming at replacing production capacity of cement clinker will decrease in the future under the constraint by harsher controlling policy and recession of demands. Supply in the demand remains constrained.
C. Acceleration of high-quality product due to implementation of peaking of carbon dioxide.

With the introduction of “Implementation proposal for carbon dioxide peaking in industrial field” and “Implementation proposal for carbon dioxide peaking in building material industry” policies aiming at causing the cement industry to conserve its energy and reduce its carbon emission it has become the inevitable trend for cement industry. It has become the new battlefield for future competition of cement industry to keep expanding the input of energy conserving and emission reduction plans, establish route for mid-term and long-term thereof, keep reducing energy consumption of the production and actively explore technique for developing substitution of raw material and energy.

D. Enhancement of competition environment triggered by aggressive merger and acquisition.

As the development of the industry has entered plateau phase, more opportunities for integration have presented which accelerate the merger and acquisition of the industry and creating innovative model for integration. Delegating operation,

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joining forces among big enterprises, improvement of deployment in the market will be the major trend for next round of integration among the industry. Future leading enterprise will develop a strong control over the market and thus will improve the competition among the market.

E. Expansion of industry chain and accelerate upgrading by transformation.

Face by the pressure to transform on high energy consuming industry, it has become an important issue for cement company to cultivate new profit model and transformation of the industry. It is commonly acknowledged among the industry to expand reserve of the quarry and aggregate business and expand industry chain. Expansion of investment in solar power, and energy preservation and aggressively upgrade has become the new source of growth of profit in the industry.

F. Expedition of construction of unified Market. Enforcement of liquidity of product around the country.

Publishing of “Opinions of the CPC Central Committee and the State Council on Accelerating the Construction of a Unified National Market” in March, 2022 has accelerated construction of Unified National Market. As the completion and refinement of transportation infrastructure, it is expected to break the predicament of transportation of cement and accelerate the regional liquidity of product and the competition of local market.

2. Taiwan

In terms of domestic demand for construction, Taiwan government will proceed with expansion policy by promotion and implementation of various projects and tenders of infrastructure. According to announcement by DGBAS, Executive Yuan, the 2023 budget for infrastructure accounts for 172.5 Billion NTD, plus special budget of 83.2 Billion NTD for phase IV of forward looking project and special fund of 341.5 Billion for profit and nonprofit division which sums up to 597.2 Billion NTD and represents an increase of 145.7 Billion NTD or growth of 32.3%.

As for real estate, Ministry of Interior published that the number of transfer of building due to sales to be 318 thousand, representing a YOY decrease of 8.6% which is the lowest in last three years. In terms of real estate market for 2023, conservative position for demand was held due to disadvantageous factors of slow domestic economy, increase of mortgage

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rate to the level of 2%, legislation of The Equalization of Land Rights Act and decreasing of new supply in housing.

Demand for infrastructure will remain growing in 2023 whereas projects in private sectors slight downward. The former shall contribute to the overall growth of construction business in 1H23 while it is unclear about the prospect of economy, housing policies and the shortage of labor and raising construction cost and coming presidential election, expectation for the economy remains conservative.

VI. 2023 operation plan of the Company operation in Q1, 2023

Asia Cement Taiwan expects production of clinker to be 3.3 Million mt and cement to be 3.62 Million while the sales of cement clinker and cement to be 3.648 Million mt in 2023. Asia Cement China expects production of clinker to be 23.47 Million mt and cement to be 26.09 Million while the sales of clinker and cement to be 28.31 Million mt in 2023.

The consolidated operating revenue of the Company for 1Q23 was 19,208,712 thousand NTD, a decrease of 2% comparing to same period in 2022 of 19,681,118 thousand NTD. The consolidated net-profit after tax was amounted to 2,767,079 thousand NTD, an increase of 2% comparing to same period in 2022 of 2,716,844 thousand NTD. Net profit after tax attributable to the owner of the Company amounted to 2,687,792 thousand NTD.

VII. Implementation of ESG by the Company

The Company has dedicated to promotion of circular economy by substituting partial raw material and fuel with recycled product and waste and further reduce depletion of natural resources and resolve the problem of disposing wasted material. The Company has invested effort in ESG pro-actively and is the fourth cement plant, globally, to receive SBTi certification, to set the goal of 8% reduction of carbon emission by 2025 which response to control the rising of global temperature well-blow 2℃ as the goal of carbon emission whereas the long-term goal was to reach net zero carbon emission by 2050. In the meantime, the Company also introduce low-carbon products and build a low carbon industrial chain in collaboration with its subsidiaries. In addition, the Company has initiated research on the innovation of technique used for carbon capture and utilization and aimed to provide solution to carbon emission and disposal of wasted material.

The Board of Directors has organized of Sustainability Committee as the highest decision body of ESG policies. The committee decides logn-term strategy systematically in

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response to SDGs by United Nation and in connection with core advantage of the Company. On the foundation of operation with integrity, the Company will carry out the vision of sustainable strategy from top to bottom. The Company values corporate social responsibility and is highly recognized with various awards. Guidelines for sustainable development, Building of Workplace with Happiness, Fostering of Under-privileged Group, Cultivation of Cultural Legacy, and Creation of Inclusive Community, is promulgated as an effort to promote positive energy for the society. The Company also built an ecological garden of butterflies and stick insects which attracts tens of thousands of visitors every year to experience the beauty of nature. It is also the dedication of the Company to maintain its relationship with local community by assisting aboriginals’ tribes and local community from aspects of living conditions, educations and cultural aspects to build a community of coexisting and prosperity.

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Report 2: 2022 Financial Statements

Explanation:

The 2022 financial statements are attached as the following pages.

Consolidated Balance Sheets (December 31, 2022, and 2021)
Consolidated Statements of Comprehensive Income (Years Ended December 31, 2022, and 2021)
Consolidated Statements of Changes in Equity (Years Ended December 31, 2022, and 2021)
Consolidated Statements of Cash Flows (Years Ended December 31, 2022, and 2021)
Balance Sheets (December 31, 2022, and 2021)
Statements of Comprehensive Income (Years Ended December 31, 2022, and 2021)
Statements of Changes in Equity (Years Ended December 31, 2022, and 2021)
Statements of Cash Flows (Years Ended December 31, 2022, and 2021)

Independent auditor’s report by Tai, Xin Wei and Chen, Pei De of Deloitte & Touche is attached. Complete financial reports can be downloaded at http://emops.twse.com.tw.

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Asia Cement Corporation

Opinion

We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, 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 (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, 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 the Standards on Auditing of 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, 2022. 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.

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The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2022 are described as follows:

Estimated Impairment of Trade Receivables in Mainland China

With the impact of the PRC government's tightening the property market regulation and the downward pressure on the economy in 2022, the property developers and the constructors, who were the indirect and ultimate customers of the Group's subsidiaries in mainland China, respectively, faced massive debt and cash flow issues. The management of the Group estimates the amount of lifetime expected credit losses (ECLs) of trade receivables based on a provision matrix through the grouping of various debtors that have common risk characteristics, after considering the aging and repayment history of the respective trade receivables. Estimated loss rates are based on historical observed default rates over the expected life of the debtors and are adjusted for forward-looking information; refer to Notes 5 and 10 to the consolidated financial statements for the details. Because the ECLs on the respective trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables in mainland China as one of the key audit matters.

The corresponding audit procedures that we performed for the estimated impairment of the above trade receivables were as follows:

We obtained an understanding of the relevant key controls over the assessment and monitoring of credit risks and determination of the allowance for ECLs.
We evaluated the model used by management in determining the allowance for ECLs.
We challenged management’s basis and judgment in determining the credit loss allowance on trade receivables in mainland China as of the balance sheet date, including their identification and provision of credit-impaired trade receivables, and the basis of estimated loss rates applied in each category in the provision matrix (with reference to historical default rates and forwardlooking information).
We tested the integrity of information used by management to develop the provision matrix, including the aging analysis of trade receivables in mainland China as of the balance sheet date, on a sample basis, by comparing individual items in the analysis with the relevant sales invoices and other supporting documents.

Fair Value Measurement of Investment Properties

Investment properties of Asia Cement Corporation are subsequently measured using the fair value model and valued by an independent qualified professional appraiser, a member of the ROC certified real estate appraisers; refer to Notes 5 and 17 to the consolidated financial statements for the details. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.

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The corresponding audit procedures that we performed for the fair value measurement of investment properties were as follows:

We assessed the professional competence and independence of the appraiser engaged by management and obtained an understanding of the appraiser’s scope of work and process of engagement and confirmed that no circumstances affect the appraiser’s independence and limit the scope of his work.
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
We sample-tested items from management’s supporting documents, verified the valuation process used by management, recalculated the fair value of investment properties and assessed the reasonableness of management’s calculation.

Other Matter

As of December 31, 2022 and 2021, the financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using the equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2022 and 2021, the aggregate carrying amount of the equity-method investments in CSCGL was NT$16,885,741 thousand and NT$16,266,895 thousand, respectively, representing 5.2% and 5.1% of the consolidated total assets. For the years ended December 31, 2022 and 2021, the share of profit or loss of CSCGL was NT$396,237 thousand and NT$1,954,442 thousand, respectively, representing 2.6% and 8.9% of the consolidated profit before income tax.

We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion with the other matter paragraph.

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.

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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 Standards on Auditing of 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 Standards on Auditing of 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.

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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, 2022 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 audits resulting in this independent auditors’ report are Tai, HsinWei and Chen, Pei De.

Deloitte & Touche Taipei, Taiwan Republic of China March 16, 2023

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 Chineselanguage independent auditors’ report and consolidated financial statements shall prevail.

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ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 35) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at fair value through other comprehensive income - current (Notes 8 and 36) Financial assets at amortized cost - current (Notes 6, 9, 35 and 36) Contract assets - current (Notes 28 and 35) Notes receivable - third parties Trade receivables Third parties (Notes 10 and 11) Related parties (Notes 10 and 35) Other receivables (Note 35) Current tax assets (Note 30) Inventories (Note 12) Prepayments (Note 35) Other current assets (Note 20) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 36) Financial assets at amortized cost - non-current (Notes 6, 9, 35 and 36) Investments accounted for using the equity method (Notes 14, 35 and 36) Property, plant and equipment (Notes 15 and 36) Right-of-use assets (Notes 16 and 35) Investment properties (Notes 17 and 36) Intangible assets (Notes 18 and 19) Deferred tax assets (Note 30) Finance lease receivables - non-current (Note 11) Other non-current assets (Notes 20, 26 and 35) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 21 and 35) Short-term bills payable (Note 22) Contract liabilities - current (Note 28) Accounts payable and accrued expenses Third parties (Note 19) Related parties (Note 35) Dividends and bonuses payable Other payables - others Current tax liabilities (Note 30) Provisions - current (Note 25) Lease liabilities - current (Notes 16 and 35) Deferred revenue - current (Note 24) Current portion of long-term liabilities (Notes 23 and 35) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 23) Long-term borrowings (Notes 23 and 35) Provisions - non-current (Notes 20, 25 and 37) Deferred tax liabilities (Note 30) Lease liabilities - non-current (Notes 16 and 35) Deferred revenue - non-current (Note 24) Net defined benefit liabilities - non-current (Note 26) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 27) 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 (Notes 27 and 32) Total equity TOTAL		2022 Amount % $ 43,486,332 13 26,710,158 8 4,833,688 2 11,238,921 4 135,578 - 2,557,075 1 10,819,177 3 616,113 - 851,355 - 36,765 - 8,667,817 3 1,036,876 - 459,897 - 111,449,752 34 11,494,100 4 70,561 - 91,718,368 28 39,795,675 12 4,974,040 2 37,186,104 11 6,789,196 2 789,858 - 14,962,846 5 5,012,627 2 212,793,375 66 $ 324,243,127 100 $ 28,692,869 9 27,059,806 8 836,904 - 10,393,404 3 374,293 - 258,059 - 31,503 - 1,359,739 1 24,932 - 261,250 - 75,912 - 1,593,990 1 70,962,661 22 45,100,000 14 10,415,840 3 1,040,794 - 10,169,111 3 1,302,028 1 620,157 - 111,146 - 288,145 - 69,047,221 21 140,009,882 43 35,459,276 11 6,005,713 2 21,318,344 7 66,656,628 21 27,220,222 8 115,195,194 36 4,156,664 1 160,816,847 50 23,416,398 7 184,233,245 57 $ 324,243,127 100		2021
				Amount % $ 33,450,618 10 24,229,761 8 7,200,544 2 14,755,328 5 188,287 - 3,446,456 1 10,314,291 3 666,721 - 568,283 - 73,780 - 8,813,309 3 1,907,635 1 340,705 - 105,955,718 33 11,132,674 4 60,619 - 88,108,186 28 41,431,732 13 4,756,164 2 36,843,630 12 6,969,037 2 891,351 - 16,304,836 5 4,602,122 1 211,100,351 67 $ 317,056,069 100 $ 23,699,570 7 27,887,081 9 1,046,223 - 12,237,120 4 265,249 - 251,819 - 40,281 - 2,414,410 1 74,782 - 187,274 - 75,912 - 2,902,645 1 71,082,366 22 45,131,854 14 7,050,329 2 1,027,756 1 10,297,825 3 1,084,452 1 696,069 - 130,949 - 281,583 - 65,700,817 21 136,783,183 43 35,455,721 11 5,986,339 2 19,783,405 7 66,476,869 21 28,739,477 9 114,999,751 37 485,112 - 156,926,923 50 23,345,963 7 180,272,886 57 $ 317,056,069 100

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

20 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 28 and 35) OPERATING COSTS (Notes 12, 29 and 35) GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 29 and 35) Expected credit (gain) loss (Note 10) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 29) Other gains and losses (Note 29) Finance costs (Note 29) Share of profit of associates and joint ventures Interest income Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 30) 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 Unrealized valuation (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive (loss) income of associates and joint ventures		2022 Amount % $ 90,340,503 100 78,585,021 87 11,755,482 13 3,324,394 3 (140,185) - 3,184,209 3 8,571,273 10 931,594 1 1,732,061 2 (1,295,075) (2) 4,311,008 5 946,116 1 6,625,704 7 15,196,977 17 2,599,841 3 12,597,136 14 202,096 - (189,012) - (239,851) - (226,767) -		2021 (Retrospective Application)
				Amount % $ 90,332,604 100 69,151,726 77 21,180,878 23 2,855,967 3 638,694 1 3,494,661 4 17,686,217 19 674,520 1 (2,658,895) (3) (894,326) (1) 6,318,550 7 807,847 1 4,247,696 5 21,933,913 24 4,406,143 5 17,527,770 19 180,387 - 275,617 - 623,962 1 1,079,966 1 (Continued)

21 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 Share of other comprehensive income (loss) of associates and joint ventures Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 31) Basic Diluted		2022 Amount % $ 1,618,546 2 3,026,103 3 4,644,649 5 4,417,882 5 $ 17,015,018 19 $ 12,016,396 13 580,740 1 $ 12,597,136 14 $ 16,002,287 18 1,012,731 1 $ 17,015,018 19 $ 3.63 $ 3.62		2021 (Retrospective Application)
				Amount % $ (536,043) - (940,473) (1) (1,476,516) (1) (396,550) - $ 17,131,220 19 $ 15,068,221 16 2,459,549 3 $ 17,527,770 19 $ 14,758,614 16 2,372,606 3 $ 17,131,220 19 $ 4.70 $ 4.57

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

(Concluded)

22 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

		Equity Attributable to O	rs of the Corporation
Share Capital	Issued Amount Capital Surplus $ 33,614,472 $ 1,492,584 - - - - - - - - - - 1,841,249 4,496,893 - (3,813 ) - 675 - - - - - - 35,455,721 5,986,339 - - - - - - - - - - 3,555 8,350 - 11,293 - (269 ) - - - - - - - - $ 35,459,276 $ 6,005,713	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 18,473,057 $ 65,267,773 $ 27,842,666 1,310,348 - (1,310,348 ) - 1,209,096 (1,209,096 ) - - (11,933,138 ) - - 15,068,221 - - 251,158 - - - - - - - - (14 ) - - - - - 31,614 - - (1,586) 19,783,405 66,476,869 28,739,477 1,534,939 - (1,534,939 ) - 411,137 (411,137 ) - - (12,054,945 ) - - 12,016,396 - - 303,336 - - - - - - - - (166 ) - - - - - 11,003 - - (80,181 ) - (231,378) 231,378 $ 21,318,344 $ 66,656,628 $ 27,220,222		Other Equity		Total Other Equity $ 1,078,007 - - - - (560,765 ) - - - - (31,614 ) (516) 485,112 - - - - 3,682,555 - - - - (11,003 ) - - $ 4,156,664
			Exchange Differences on Unrealized Valuation Gain (Loss) on Translating the Financial Financial Assets at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (6,108,955 ) $ 6,414,159 - - - - - - - - (1,302,920 ) 545,523 - - - - - - - - - (31,614 ) - - (7,411,875 ) 6,928,068 - - - - - - - - 4,327,499 (646,338 ) - - - - - - - - - (11,003 ) - - - - $ (3,084,376) $ 6,270,727	Gain on Property Revaluation $ 716,970 - - - - 194,724 - - - - - (516) 911,178 - - - - 828 - - - - - - - $ 912,006	Cash Flow Hedges $ 55,833 - - - - 1,908 - - - - - - 57,741 - - - - 566 - - - - - - - $ 58,307

Shares 3,361,447 - - - - - 184,125 - - - - - 3,545,572 - - - - - 356 - - - - - - 3,545,928

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

23 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversed) recognized on trade receivables Net (gain) loss on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates and joint ventures Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Impairment loss recognized on right-of-use assets Gain on disposal of financial assets Impairment loss recognized on investments accounted for using the equity method Impairment loss recognized on property, plant and equipment Write-downs (reversal) of inventories Unrealized (gain) loss on foreign exchange Gain on changes in fair value of investment properties Loss on disposal of subsidiaries Gains on modification of lease Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Financial liabilities held for trading Contract liabilities Accounts payable and accrued expenses Provisions Net defined benefit liabilities Deferred revenue Cash generated from operations Interest received Dividends received	2022 $ 15,196,977 4,478,360 290,975 (140,185) (1,242,903) 1,295,075 (946,116) (1,071,915) (4,311,008) 6,968 - - (177,373) - 387,333 275,808 (1,015,399) (327,080) 3,229 (167) (996,300) 52,709 3,132,592 1,228,284 54,359 5,354 277,388 (59,869) - (226,181) (1,117,609) (44,183) (15,466) (75,912) 14,917,745 621,039 4,783,260	2021 $ 21,933,913 4,611,063 318,975 638,694 256,468 894,326 (807,847) (740,325) (6,318,550) 63,704 67,526 118,569 (547,343) 231,725 71,411 (15,989) 163,737 (244,301) - (645) (8,910,857) (89,680) 274,597 (742,176) 42,103 (2,241,819) (912,282) 242,129 (678,950) (66,680) 2,680,798 135,329 (19,832) (75,912) 10,331,879 801,759 3,421,165

(Continued)

24 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

Interest paid

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from capital reduction of financial assets at fair value through
other comprehensive income
Proceeds from financial assets at amortized cost
Acquisition of associates and joint ventures
Net cash inflow on disposal of associates
Increase in long-term prepayments for investments
Net cash outflow on disposal of subsidiaries
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Payments for intangible assets
Payments for right-of-use assets
Payments for investment properties
Proceeds from disposal of right-of-use assets

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
(Decrease) increase in short-term bills payable
Proceeds from issuance of bonds
Repayments of bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings

Increase (decrease) in guarantee deposits received
Repayment of the principal portion of lease liabilities
Increase (decrease) in other non-current liabilities
Dividends paid

Acquisition of additional interests in subsidiaries
Dividends paid to non-controlling interests

Net cash (used in) generated from financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

2022
2021
$ (1,294,044) $ (899,538)

(3,719,369)

(5,058,557)

15,308,631

8,596,708
(411,565)
(89,550)
39,172
710,289
26,282
-
4,363,549
1,495,561
(189,913)
(245,389)
-
37,738
(5,760)
(83,542)
(420)
-
(2,666,315)
(3,250,124)
11,237
46,236
(103,004)
12,406
(7,261)
(74,724)
(500)
(229,498)
(782)
(3,035)

-

10,457

1,054,720

(1,663,175)
4,564,715
4,596,853
(796,900)
14,006,500
-
6,300,000
-
(3,000,000)
21,563,103
28,704,784
(19,496,086) (36,228,702)
1,995
(97,812)
(260,466)
(233,106)
4,565
(4,376)
(12,054,870) (11,933,944)
(761)
(1,838)

(941,970)

(1,142,544)

(7,416,675)

965,815

1,089,038

(360,462)
(Continued)

25 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

	2022		2021
NET INCREASE IN CASH AND CASH EQUIVALENTS	$ 10,035,714	$	7,538,886
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR	33,450,618		25,911,732
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 43,486,332	$	33,450,618
The accompanying notes are an integral part of the consolidated financial	statements.
(With Deloitte & Touche auditors’ report dated March 16, 2023)	(Concluded)

26 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders 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, 2022 and 2021, 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 (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2022 and 2021, 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 the Standards on Auditing of 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, 2022. 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.

27 -

The key audit matters identified in the Corporation’s financial statements for the year ended December 31, 2022 are described as follows:

Estimated Impairment of Trade Receivables in Subsidiaries Accounted for Using the Equity Method in Mainland China

With the impact of the PRC government's tightening the property market regulation and the downward pressure on the economy in 2022, the property developers and the constructors who were the indirect and ultimate customers of the Corporation's subsidiaries accounted for using the equity method in mainland China respectively faced massive debt and cash flow issues. The management of the Corporation estimates the amount of lifetime expected credit losses (ECLs) of trade receivables based on a provision matrix through the grouping of various debtors that have common risk characteristics, after considering the aging and repayment history of the respective trade receivables. Estimated loss rates are based on historically observed default rates over the expected life of the debtors and are adjusted for forward-looking information. Because the ECLs on the respective trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables in subsidiaries accounted for using the equity method in mainland China as one of the key audit matters.

The corresponding audit procedures that we performed for the estimated impairment of the above trade receivables were as follows:

We obtained an understanding of the relevant key controls over the assessment and monitoring of credit risks and determination of the allowance for ECLs.
We evaluated the model used by management in determining the allowance for ECLs.
We challenged management’s basis and judgment in determining the credit loss allowance on trade receivables of subsidiaries accounted for using the equity method in mainland China as of the balance sheet date, including their identification and provision of credit-impaired trade receivables, and the basis of estimated loss rates applied in each category in the provision matrix (with reference to historical default rates and forward-looking information).
We tested the integrity of information used by management to develop the provision matrix, including the aging analysis of trade receivables of subsidiaries accounted for using the equity method in mainland China as of balance sheet date, on a sample basis, by comparing individual items in the analysis with the relevant sales invoices and other supporting documents.

Fair Value Measurement of Investment Properties

Investment properties of Asia Cement Corporation are subsequently measured using the fair value model and valued by an independent qualified professional appraiser, a member of the ROC certified real estate appraisers; refer to Notes 5 and 15 to the financial statements for the details. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.

28 -

The corresponding audit procedures that we performed for the fair value measurement of investment properties were as follows:

We assessed the professional competence and independence of the appraiser engaged by management and obtained an understanding of the appraiser’s scope of work and process of engagement and confirmed that no circumstances affect the appraiser’s independence and limit the scope of his work.
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
We sample-tested items from management’s supporting documents, verified the valuation process used by management, recalculated the fair value of investment properties and assessed the reasonableness of management’s calculation.

Other Matter

As of December 31, 2022 and 2021, the financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using the equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2022 and 2021, the aggregate carrying amount of the equity-method investments in CSCGL was NT$16,885,170 thousand and NT$16,266,309 thousand, respectively, both representing 7.1% of the total assets. For the years ended December 31, 2022 and 2021, the share of profit or loss of CSCGL was NT$396,223 thousand and NT$1,954,372 thousand, respectively, representing 3.1% and 12.5%, respectively, of the profit before income tax.

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.

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 Standards on Auditing of 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.

29 -

As part of an audit in accordance with the Standards on Auditing of 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 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.
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 audit. We remain solely responsible for our audit opinion.

30 -

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, 2022 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 audits resulting in this independent auditors’ report are Tai, Hsin-Wei and Chen, Pei De.

Deloitte & Touche Taipei, Taiwan Republic of China

March 16, 2023

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.

31 -

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 31) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at fair value through other comprehensive income - current (Note 8) Financial assets at amortized cost - current (Notes 6, 9 and 31) Note receivable - third parties Trade receivables Third parties (Note 10) Related parties (Notes 10 and 31) Other receivables (Note 31) Inventories (Note 11) Prepayments (Note 31) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Note 8) Investments accounted for using the equity method (Notes 12, 31 and 32) Property, plant and equipment (Notes 13, 31 and 32) Right-of-use assets (Note 14) Investment properties (Notes 15 and 32) Intangible assets (Note 16) Deferred tax assets (Note 26) Other non-current assets (Notes 17, 22 and 31) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Note 19) Contract liabilities - current (Note 24) Accounts payable and accrued expenses Third parties Related parties (Note 31) Dividends and bonuses payable Current tax liabilities (Note 26) Lease liabilities - current (Note 14) Deferred revenue - current (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) Provisions - non-current Deferred tax liabilities (Note 26) Lease liabilities - non-current (Note 14) Deferred revenue - non-current (Note 21) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 23) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2022 Amount % $ 5,085,265 2 1,442,750 1 2,045,165 1 4,856,236 2 78,916 - 373,671 - 703,131 - 158,416 - 1,641,979 1 128,060 - 1,357 - 16,514,946 7 6,058,267 3 161,409,598 68 4,356,609 2 464,730 - 43,308,034 18 2,095 - 3,902 - 4,429,211 2 220,032,446 93 $ 236,547,392 100 $ 500,000 - 16,423,990 7 140,872 - 1,654,486 1 280,650 - 255,000 - 463,599 - 83,397 - 75,912 - 20,129 - 19,898,035 8 45,100,000 19 - - 73,316 - 9,917,476 4 93,086 - 620,157 1 28,475 - 55,832,510 24 75,730,545 32 35,459,276 15 6,005,713 2 21,318,344 9 66,656,628 28 27,220,222 12 115,195,194 49 4,156,664 2 160,816,847 68 $ 236,547,392 100		2021
				Amount % $ 5,271,395 2 1,906,273 1 2,004,820 1 6,016,855 3 86,047 - 344,232 - 563,021 - 106,223 - 1,296,702 1 93,667 - 3,970 - 17,693,205 8 6,086,097 3 154,907,274 67 4,375,078 2 374,548 - 42,897,971 18 3,309 - 43,831 - 4,135,865 2 212,823,973 92 $ 230,517,178 100 $ - - 14,017,168 6 87,050 - 1,979,885 1 186,143 - 248,760 - 98,252 - 23,310 - 75,912 - - - 16,716,480 7 45,131,854 20 950,000 1 90,843 - 9,934,900 4 41,319 - 696,069 - 28,790 - 56,873,775 25 73,590,255 32 35,455,721 15 5,986,339 3 19,783,405 9 66,476,869 29 28,739,477 12 114,999,751 50 485,112 - 156,926,923 68 $ 230,517,178 100

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

32 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 24 and 31) OPERATING COSTS (Notes 11, 25 and 31) GROSS PROFIT REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 25 and 31) Expected credit gain (Note 10) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Other gains and losses (Note 25) Finance costs (Note 25) Share of profit of subsidiaries and associates Interest income Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET INCOME FOR THE YEAR		2022 Amount % $ 10,742,667 100 9,041,271 84 1,701,396 16 2,952 - 1,704,348 16 608,041 6 (440) - 607,601 6 1,096,747 10 663,851 6 401,857 4 (466,565) (5) 10,820,856 101 197,913 2 11,617,912 108 12,714,659 118 698,263 6 12,016,396 112		2021
				Amount % $ 9,134,245 100 7,798,581 85 1,335,664 15 (812) - 1,334,852 15 639,345 7 (1,129) - 638,216 7 696,636 8 422,096 4 (514,986) (6) (393,005) (4) 15,221,784 167 178,031 2 14,913,920 163 15,610,556 171 542,335 6 15,068,221 165 (Continued)

33 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS), NET Items that will not be reclassified subsequently to profit or loss: Unrealized valuation (loss) gain on investments in equity instruments at fair value through other comprehensive income Remeasurement of defined benefit plans Share of other comprehensive (loss) income of subsidiaries and associates Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries and associates Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted		2022 Amount % $ (83,273) (1) 190,182 2 (336,484) (3) (229,575) (2) 4,215,466 39 4,215,466 39 3,985,891 37 $ 16,002,287 149 $ 3.63 $ 3.62		2021
				Amount % $ 135,036 1 153,653 2 741,179 8 1,029,868 11 (1,339,475) (14) (1,339,475) (14) (309,607) (3) $ 14,758,614 162 $ 4.70 $ 4.57

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

(Concluded)

34 -

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Share Capital Issued Shares Amount Capital Surplus 3,361,447 $ 33,614,472 $ 1,492,584 - - - - - - - - - - - - - - - 184,125 1,841,249 4,496,893 - - (3,813 ) - - 675 - - - - - - 3,545,572 35,455,721 5,986,339 - - - - - - - - - - - - - - - 356 3,555 8,350 - - 11,293 - - (269 ) - - - - - - - - - 3,545,928 $ 35,459,276 $ 6,005,713		Other Equity
	Exchange Differences on Translating the Unrealized Valuation Gain (Loss) on Financial Assets Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (6,108,955 ) $ 6,414,159 - - - - - - - - (1,302,920 ) 545,523 - - - - - - - (31,614 ) - - (7,411,875 ) 6,928,068 - - - - - - - - 4,327,499 (646,338 ) - - - - - - - (11,003 ) - - - - $ (3,084,376) $ 6,270,727	Gain on Property Revaluation $ 716,970 - - - - 194,724 - - - - (516) 911,178 - - - - 828 - - - - - - $ 912,006	Cash Flow Hedges $ 55,833 - - - - 1,908 - - - - - 57,741 - - - - 566 - - - - - - $ 58,307

Shares 3,361,447 - - - - - 184,125 - - - - 3,545,572 - - - - - 356 - - - - - 3,545,928

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

35 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net loss on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Share of profit of subsidiaries and associates

(Gain) loss on disposal of property, plant and equipment
Realized (unrealized) gain on transactions with subsidiaries and
associates
Unrealized (gain) loss on foreign exchange
Gain on changes in fair value of investment properties
Changes in operating assets and liabilities:
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Financial liabilities held for trading
Net defined benefit assets
Contract liabilities
Accounts payable and accrued expenses
Provisions
Deferred revenue

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

2022
2021
$ 12,714,659 $ 15,610,556
470,936
406,329
1,214
2,061
(440)
(1,129)
739,665
232,113
466,565
393,005
(197,913)
(178,031)
(381,245)
(319,016)
(10,820,856) (15,221,784)
(3,773)
60
(2,952)
812
(902,914)
219,910
(409,484)
(413,800)
(276,300)
-
7,131
4,157
(161,716)
39,236
(13,343)
(16,537)
(284,594)
66,127
(25,216)
51,098
2,613
2,667
-
(678,950)
(26,217)
(39,965)
53,822
(2,516)
(174,990)
233,214
(17,527)
(7,157)

(75,912)

(75,912)
681,213
306,548
159,063
184,813
8,512,577
6,983,669
(489,904)
(333,491)

(357,956)

(556,509)

8,504,993

6,585,030
(Continued)

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ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments for intangible assets Payments for investment properties Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank borrowings Increase in short-term bills payable Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Acquisition of additional interests in subsidiaries Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE 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	2022 $ (95,788) - 1,615,106 (460,378) 3,825 (29,402) - (579) 1,032,784 500,000 2,430,000 - - 1,100,000 (2,050,000) (315) (89,567) (12,054,870) (189) (10,164,941) 441,034 (186,130) 5,271,395 $ 5,085,265	2021 $ (5,340) (5,051,701) - (464,390) 33 19,459 (1,140) (3,245) (5,506,324) - 11,820,000 6,300,000 (3,000,000) 9,640,000 (12,640,000) (1,000) (76,819) (11,933,944) (1,838) 106,399 (142,200) 1,042,905 4,228,490 $ 5,271,395

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

(With Deloitte & Touche auditors’ report dated March 16, 2023)

(Concluded)

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Report 3: Audit Committee’s Review Report on the 2022 Financial Statements

To: The 2023 Regular Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2022 Business Report, the Proposal for Profit Distribution, and the Financial Statements certified by CPA Tai, Xin Wei and Chen, Pei De 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: Yun-Peng Chu

May 9, 2023

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Report 4: Report on the 2022 earnings distribution

Explanation:

The Articles of Incorporation authorize the Board of Directors to approve quarterly cash dividends. The amounts and payment dates of 2022 quarterly cash dividends are demonstrated in the table below:

demonstrated in the	table below:
2022	Approval Date	Payment Date	Cash Dividends Per Share (NT$)	Total Amount (NT$)
Second Quarter	Aug. 10, 2022	-	-	-
Third Quarter	Nov. 09, 2022	-	-	-
Fourth Quarter	Mar. 07, 2023	Note 2	2.3	8,155,633,381
Total			2.3	8,155,633,381

Note: 1. The cash dividend for the fourth quarter of 2022 will be paid after the record date is determined.

Starting from the second quarter of 2022, the company may distribute quarterly cash dividends by resolution of the board of directors.
39 -

Report 4: Report on the 2022 Directors’ Remuneration and Employees’ Compensation

Explanation:

Pursuant to the Article 25 of the “Articles of Incorporation of Asia Cement Corporation”, 0.1% to 4% 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 2022 employees’ compensation is NT$ 148,125,892 (1.140%). The 2022 directors’ remuneration is NT$ 130,714,603 (1.006%). The aforesaid items will be paid in cash.
The 13[th] meeting of 27[th] Board of Directors approved the employees’ compensation and directors’ remuneration.
40 -

Report 5: Amendment to “Principles for Ethical Management of Asia Cement Corporation”

Explanation:

In order to establish a corporate culture of ethical management, the Company has formulated the "Anti-Corruption Policy" as the basis for relevant measures. In order to avoid duplication of norms or conflicts in relevant content, The “Principles for Ethical Management of Asia Cement Corporation” has been revised. Please refer to following comparison table for details.

	After the Amendment		Before the Amendment
	Article 14 All Personnel shall not, directly or indirectly, provide or accept any abnormal gifts, benefits, or special treatments to establish or affect business activities.		Article 14 The Company prohibits All Personnel, directly or indirectly, to accept any gifts, benefits or special treatment from business partners or potential business partners, including abnormal and super luxury banquet or other hospitality in any other forms which are irrelevant to business activities and common social practices. All Personnel shall not accept any gifts or benefits from suppliers, distributors, and customers unless in accordance with common social practices and not exceeding NT $3,000. Souvenirs and promotion products with a printed logo by the relevant counterparties shall also be excluded. Cash and other sorts of gifts shall be rejected in a delicate and polite way after explaining the rules of the Company. Unless with prior approval, All Personnel shall not accept a prize or gift in celebration or recreational activities.

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All Personnel shall not borrow money, enter payable lease or non-payable lease arrangements, or arrange borrowing/lending in any other form with the Company’s suppliers, distributors, customers.

Article 16

All Personnel of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure a thorough implementation of its ethical corporate management policies.

To achieve sound ethical corporate management, the Company appoints corporate governance officer and Human Resource Department to be in charge of establishing and enforcing the ethical corporate management policies and prevention program and reporting to the Board of Directors regularly (at least once a year).

Article 22

All Personnel shall report on any unethical conduct to the Audit Committee, department heads, internal audit heads, corporate governance heads, human resources department or other appropriate supervisors. The Company shall keep the reporter's identity and content of the report confidential.

The operation of the company adheres to the principle of zero malpractice. If the staff of the company use their own positions and intend to seek improper benefit for themselves or others, causing the company to suffer losses, in addition to being dismissed, shall unconditionally compensate the company for the damages

Article 16

The Board of Directors of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure a thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company appoints corporate governance officer and Human Resource Department to be in charge of establishing and enforcing the ethical corporate management policies and prevention program and reporting to the Board of Directors regularly (at least once a year).

Article 22

All Personnel shall report on any unethical conduct to independent directors, department heads, internal audit heads, corporate governance heads, human resources department or other appropriate supervisors. The Company shall keep the reporter's identity and content of the report confidential.

42 -

all losses.

If violating the integrity management regulations, the company's personnel will be punished according to the severity of the circumstances and the company's reward and punishment methods; all employees who have been dismissed will not be allowed to work in the company and related companies. If necessary, it may be reported to the competent authority or transferred to the judicial organ for investigation.

When any unethical conduct happened, despites of the disciplinary system of the Company, the Company shall immediately disclose on its internal website the offender's job title, name, date, the violation was committed, violating act and how the matter was handled.

The company has "integrity management operation procedures and behavior guidelines", which specifically regulate the matters that the company's personnel should pay attention to when performing business.

all losses.

43 -

II Recognizing Events

Proposed by the Board

Proposal 1: Acceptance of the 2022 Business Report and Financial Statements

Explanation:

The business report and financial statements of Asia Cement Corporation, attached as page 5-37, were audited and approved by Audit Committee.

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

Resolution:

44 -

Proposed by the Board

Proposal 2: Acceptance of the Proposal for Distribution of 2021 Profits

Explanation:

The Board of Directors has approved the following proposal for distribution of 2022 profits in accordance with the article 26 of the articles of incorporation of Asia Cement Corporation.

==> picture [443 x 266] intentionally omitted <==

2022 net profit will be distributed with priority. The Chairman is authorized to fix the record date of ex-cash dividend.
The distribution of earnings is calculated to the dollar (round up to the dollar). The total amount of the odd shares will be booked as the other income of the Company. Should ACC subsequently repurchase its common shares or issue new common shares according to Article 28-2 of the Securities and Exchange Act and other relevant regulations. the total number of common shares outstanding may change, and the ultimate cash to be distributed to each common share may need to be adjusted accordingly. It is proposed that the Chairman of ACC be authorized to adjust the cash to be distributed to each common share based on the total amount of profits resolved to be distributed and the number of actual common shares outstanding on the record date for distribution.

Resolution:

45 -

III Discussing and Election Events

Proposed by the Board

Proposal 1: To Elect Directors and Independent Directors.

Explanation:

The three-year term of 27[th] directors and independent directors will be expired in June, 2023. Accordingly, the Board of Directors proposed to elect directors and independent directors at 2023 Regular Shareholders’ Meeting.

The 2023 Regular Shareholders’ Meeting shall elect 10 directors and 5 independent directors with three-year term.

The Company’s election of directors and independent directors adopts candidate nomination system. Shareholders shall elect directors and independent directors from those who listed in the slate of candidates which has been reviewed by the Board of Directors held on May 11, 2023. The slate of candidates is attached as the following list.

Voting Results:

46 -

The slate of candidates for Directors and Independent Directors

	Title	Name	Education	Experience	Other Position	Legal Entity Represent
1	Director	Douglas Tong Hsu	 Honorary Doctor, Chiao Tung University  Master, University of Notre Dame,  Master of Economics, Columbia University	 Chairman, Far Eastern New Century Corp.  Chairman, Asia Cement Corp.  Chairman, Far Eastern Department Stores Ltd.  Chairman, Far EasTone Telecommunications Co. Ltd.  Chairman, Oriental Union Chemical Corp.  Chairman, U-Ming Marine Transport Corp.  Vice Chairman, Far Eastern International Bank	 Chairman, Far Eastern New Century Corp.  Chairman, Asia Cement Corp.  Chairman, Far Eastern Department Stores Ltd.  Chairman, Far EasTone Telecommunications Co. Ltd.  Chairman, Oriental Union Chemical Corp.  Chairman, U-Ming Marine Transport Corp.  Vice Chairman, Far Eastern International Bank	None
2	Director	Johnny Shih	 Master of Computer, Columbia University	 Vice Chairman, Far Eastern New Century Corp.  Vice Chairman, Oriental Union Chemical Corp.	 Vice Chairman, Far Eastern New Century Corp.  Vice Chairman, Oriental Union Chemical Corp.	Far Eastern New Century Corp.
3	Director	C.V. Chen	 S.J.D., Harvard University	 Chairman and Executive Partner, Lee and Li Attorneys-At-Law  Chairman, Taipei European School	 Senior Partner, Lee and Li Attorneys-At-Law  Chairman, Taipei European School	Far Eastern New Century Corp.
4	Director	Kun Yan Lee	 Yi-Lan Elementary School	 Supervisor, Far Eastern New Century Corp.  Chairman, Taiwan Cement Manufacturers’ Association	 President, Asia Cement Corp.  Director, U-Ming Marine Transport Corp.  Director, Asia Cement (China) Holdings Co.	Yue Ding Industry Co., Ltd.

47 -

	Title	Name	Education	Experience	Other Position	Legal Entity Represent
5	Director	Peter Hsu	 Master of Operations Research, Stanford University  Master of Information Science, UCLA	 Vice Chairman, Far Eastern New Century Corp.  Director, Far Eastone Telecommunications Co., Ltd	 Vice Chairman, Far Eastern New Century Corp.  Director, Far Eastone Telecommunications Co., Ltd	Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation
6	Director	Chen Kun Chang	 Mechanical Section, National Taipei Institute of Technology	 Chief Deputy Plane Manager of Hualien Plant of Asia Cement Corp.  President, Jiangxi Yadong Cement Corp.	 CEO, Asia Cement (China) Holdings Co.	Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation
7	Director	Ruey Long Chen	 Bachelor of Economics, National Chung Hsing University	 Former Minister of Economic Affairs	 Vice Chairman, Cross-Strait Entrepreneur Summit  Chairman, Sinocon Industrial Standards Foundation  Chairman, China Petrochemical Industry Development Co., Ltd.	Ta Chu Chemical Fiber Co., Ltd.
8	Director	Champion Lee	 Master of Business Administration, Texas A&I University	 Senior Vice President, Far Eastern New Century Corp.	 Director, Far Eastern New Century Corp.  Director, U-Ming Marine Transport Corp.	Far Eastern Medical Foundation
9	Director	Kwan-Tao Li	 LL.M., New York University Law School, Graduate Division  MBA, Kellogg- HKUST	 Director, Asia Cement Corp.  Director, Far Eastern New Century Corp.	 Chief Counselor, Lee and Li Attorneys-At-Law  Director, Far Eastern New Century Corp.  Chairman, Far Eastern Y.Z. Hsu Science and	U-Ming Corp.

48 -

	Title	Name	Education	Experience	Other Position	Legal Entity Represent
					Technology Memorial Foundation
10	Director	Doris Wu	 Bachelor degree in accounting, California State University	 Director and Supervisor, Chiahui Power Corp.  Director and Supervisor, Oriental Union Chemical Corp.  Chief Auditor and Manager o Financial Planning, Far EasTone Telecommunication Co. Ltd.	s  CFO and Senior Vice President, Asia Cement Corp.  Director, U-Ming Marine Transport Corp.  Director, Asia Cement (China) Holdings Co.	Bai-Yang Investment Holdings Corporation
11	Independent Director	Chi Schive	 PhD. in Economics, Case Western Reserve University	 Former Chairman, Taiwan Stock Exchange	 Chair Professor, Soochou University	None
12	Independent Director	Gordon S. Chen	 PhD. in Business Administration, National Taiwan University	 Former Chairman, Financial Supervisory Commission	 Chairman, Central Investment Corp.	None
13	Independent Director	Yun-Peng Chu	 PhD in Economics, University of Maryland	 Councilor of the Executive Yuan  Director, Taiwan Economic Development Research Center, National Central University  Member of the Fair Trade Commission  Director, the Institute of Social Sciences, Academia Sinica  Chairman, the Insurance Stability Fund	 Chair Professor, School of Mass Data Management, Soochow University	None

49 -

	Title	Name	Education	Experience	Other Position	Legal Entity Represent
14	Independent Director	Chang-Pang Chang	 Master of Laws, National Chengchi University	 Deputy Minister, Ministry of Economic Affairs  Deputy Secretary General, Executive Yuan  Vice Minister, Ministry of Finance	 Chairman, Global Investment Holdings Co., LTD.  Chief Executive Officer, Lien Chan Foundation for Peace and Development	None
15	Independent Director	Flora Chia-I Chang	 PhD. in Educational Administration, Stanford University	 Associate Professor, Department of Finance, Tamkang University  Professor, Graduate Institute of Educational Policy and Leadership, Tamkang University  President, Tamkang University  Chairman, the Foundation for International Cooperation in Higher Education	 Chairman, Tamkang University  Honorary President, Chinese Excellent Management Association	None

Note: Independent Director Chi Schive and Gordon S. Chen have served as independent directors for three consecutive terms. Considering their expertise and relevant work experience, they are extremely helpful to the Company. When exercising their duties as independent directors, they fully exercised their professionalism and provided professional advice to the board of directors. Therefore, it is proposed to continue to nominate them as independent directors of the Company in this election.

50 -

Proposed By the Board

Proposal 2: Proposal for Release the Prohibition on Directors from Participation in Competitive Business.

Explanation:

According to Section 1, Article 209 of the Company Act, any director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the shareholders’ meeting the essential contents of such an act and secure its approval.
The new 28[th] directors may conduct same business within the scope of the Company's business. Thus, the Company proposes to release the prohibition on directors from participation in competitive business.

Resolution:

51 -

To Release the Prohibition on Directors from Participation in Competitive Business

Title	Name	Serve as Director at other companies in the competitive business	Serve as Director at other companies in the competitive business
		China Area	Outside of China Area
Director	Douglas Tong Hsu	 Chairman and Non- Executive Director, Asia Cement (China) Holdings Co.	 Chairman, Yuan-Ding Co., Ltd.  Director, Far Eastern Construction Co., Ltd.  Director, Far Eastern General Contractor Inc.  Chairman, Asia Cement (Singapore) Pte Ltd  Chairman, Oriental Concrete Pte. Ltd.  Chairman, Kowloon Cement Co., Ltd.  Chairman, Kowloon Concrete Co.,Ltd.
Director	Johnny Shih	 -	 Director, Kowloon Cement Co.,Ltd.
Director	Kun Yan Lee	 Executive Director, Asia Cement (China) Holdings Co.	 Chairman, Ya Tung Ready- Mixed Concrete Corp.  Director, Yuan-Ding Co., Ltd.  Director, Asia Cement (Singapore) Pte Ltd  Director, Oriental Concrete Pte. Ltd.  Director, Kowloon Cement Co., Ltd.  Director, Kowloon Concrete Co.,Ltd.
Director	Peter Hsu	 Vice Chairman and Executive Director, Asia Cement (China) Holdings Co.	 Director, Asia Cement (Singapore) Pte Ltd  Director, Oriental Concrete Pte. Ltd.  Director, Kowloon Cement Co., Ltd.  Director, Kowloon Concrete Co., Ltd.  Director,Yuan-DingCo.,Ltd.
Director	Chen Kun Chang	 Executive Director and CEO, Asia Cement (China) Holdings Co.  Chairman, Jiangxi YadongCement Co.,Ltd.	 -

52 -

Title	Name	Serve as Director at other companies in the competitive business	Serve as Director at other companies in the competitive business
		China Area	Outside of China Area
Director	Doris Wu	 Executive Director, Asia Cement (China) Holdings Co.  Executive Director, China Shanshui Cement Group Ltd.	 Director, Nan Hwa Cement Corp.  Supervisor, Ya Tung Ready- Mixed Concrete Corp.  Chairman, Fu Shan Mineral Stone Co., Ltd.  Director, Asia Cement (Singapore) Pte Ltd  Director, Kowloon Cement Co., Ltd.  Director, Kowloon Concrete Co.,Ltd.

53 -

V Questions and Motions

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Rules and Bylaws

1. Articles of Incorporation of Asia Cement Corporation

Chapter I – General Provisions Article 1 The Company is duly incorporated under the provisions of the Company Act of the Republic of China, and shall be called “Asia Cement Corporation.” Article 2 The Company's businesses are as follows: C901030 Cement manufacturing C901040 Ready-mixed concrete manufacturing B601010 Quarrying C901050 Cement and ready-mixed concrete products C901990 Non-metallic mineral products F111090 Whole sale of building materials F211010 Retail sale of building materials F401010 International trade IZ06010 Tally and packing . A201010 Afforestation business . H701010 Developing, leasing, and selling residential and business buildings

. H701020 Developing, leasing, and selling industrial factories
. H703100 Real estate rental & leasing . H703090 Real estate sale & purchase . JE01010 Rental and leasing . G202010 Parking-lot business . G801010 Warehousing
. I103060 Business management consultation services
. J101040 Waste treatment
Except where permits are required, to run operations not forbidden or limited by laws and regulations.
Article 3 The Company may provide guarantee according to the Procedures for Endorsement & Guarantee of Asia Cement Corporation.
Article 4 Where the Company invests in other companies and becomes a shareholder with limited liability, its total investment may exceed 40% of its paid-in capital as stipulated under Article 13 of the Company Act, subject to approval of the Board of Directors.
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Article 5 The Company shall have its principal business office in Taipei City, Taiwan and have its manufactories in Dadu Village, Hengshan Township, Hsinchu County and Sincheng Village, Sincheng Township, Hualian County. The Company may, depending on the circumstances of production and business, set up domestic and foreign branch offices and branch factories.

Chapter II– Shares

Article 6 The Company's total capital shall be 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
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shareholders' meeting. The said notices shall specify the date, place, and reasons for calling the shareholders' meeting.

Shareholders' meeting may be held by video conference or other methods announced by the central competent authority.

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
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Company held by all the directors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies".

The term of office of directors 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. Independent directors shall not be less than one-third of the total number of directors since the 28th board 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.
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When a Director is unable to attend the meeting of the Board of Directors in person, he/she may be represented by another Director in accordance with laws.

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

Article 19 (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 0.1% to 4% 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.
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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 The Company's profits distribution or loss appropriation may be made after the end of each quarter. If the profits distribution is paid in cash, it shall be dealt with by the resolution of the board of directors in accordance with the provisions of Article 228-1 and Article 240 Paragraph 5 of the Company Act, and shall be reported to the shareholders' meeting.

When the Company distributes profits of the first three quarters, it shall first estimate and retain the taxation, employee compensation and directors' remuneration, make up for losses and set aside statutory surplus reserves in accordance with the law. However, when the legal reserve has reached the paid-in capital, it may no longer be listed.

Apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Company shall first utilize the sum of said profit and the amount of profit (or loss) items adjusted to the current year’s undistributed earnings other than the said profit for offsetting accumulated losses in past years. Where there is still balance, the Company shall set aside 10% of the remaining profit as legal reserve provided that the amount of accumulated legal reserve has not reached the amount of the paid-in capital of the Company, then set aside a special capital reserve as required by law. 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 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

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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 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; 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;
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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; 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. Fifty-third Amendment on June 26, 2018. Fifty-forth Amendment on June 24, 2019. Fifty-fifth Amendment on June 23, 2020. Fifty-sixth Amendment on June 29, 2022.

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

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2. Meeting Rules of Shareholders for Asia Cement Corporation

Take effect on March 24, 1963 Amended on May 23, 1997 Amended on May 13, 1998 Amended on June 7, 2002 Amended on June 21, 2013 Amended on June 23, 2020 Last amended on June 29, 2022

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.

Changes to the means of convening a shareholders' meeting shall be subject to a resolution of the Board of Directors, and shall be made no later than the delivery of the shareholders' meeting notice.

The Company shall specify in its shareholders' meeting notice the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be marked and a sufficient number of suitable personnel assigned to handle the registrations. Where a shareholders’ meeting is held by means of a visual communication network, shareholders shall register on the visual networking platform at least 30 minutes prior to the time the meeting commences. Shareholders who have completed the registration shall be deemed to have attended the shareholders' meeting in person.

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. If a shareholder does not revoke his/her/its intention to exercise the voting power and attends the

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shareholders' meeting in person or by means of a visual communication network, he/she/it shall not exercise his/her/its voting power on the original proposals, propose amendments to the original proposals, or exercise the voting power for amendments to the original proposals, except for extemporary motions.

Shareholders (or their proxies) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. Shareholders (or their proxies) when attending the meeting shall hand in the sign-in cards to be used to calculate the number of attending shares.

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, the number of shares registered on the visual networking platform, 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 vicechairperson is on leave or unable to exercise the rights, the chairperson of the Board of Directors shall designate a director to preside at the meeting. If no director is so designated, the chairperson of the meeting shall be elected by the Board of Directors from among themselves. If the Chairperson is represented by a director, a director who has served for more than six months and who understands the Company's financial and business conditions shall serve as the Chairperson. For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting; if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from among themselves.

The complete processes of the meeting shall be recorded by voice or

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video recorders and all the records shall be kept by the Company for a minimum period of at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. When a shareholders' meeting is held by means of a visual communication network, the Company shall make an uninterrupted audio and video recording of the shareholders' meeting. The materials and audio and video recordings shall be properly retained by the Company throughout its life.

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.

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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.

Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.
Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson’s permission.
The chairperson may restrain shareholders (or proxies) from speaking if that shareholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a shareholder (or proxy) is speaking, other shareholder (or proxy) shall not interrupt without consent of the chairperson and the speaking shareholder (or proxy). Any disobedient of the preceding rule shall be prohibited by the chairperson. Article 14 of this meeting rule shall apply if the disobedient do not follow the chairperson’s instructions.
Article 8 For the same proposal, each person shall not speak more than 2 times. Where a juristic person is authorized to attend a shareholders’ meeting, such juristic person shall appoint only one representative to attend the meeting.
Where a juristic person appoints more than two representatives to the meeting, only one representative is allowed to speak.
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Article 8-1 If a shareholders' meeting is held by means of a visual communication network, shareholders attending the meeting by means of a visual communication network may ask questions in text form on the visual networking platform after the Chairperson declares the commencement of the meeting and before the Chairperson declares the adjournment of the meeting. The number of questions asked for each proposal shall not exceed two, with each question limited to 200 words. The provisions of Articles 5, 7, and 8 shall not apply.
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 personnel responsible for overseeing and counting of the votes for resolutions shall be appointed by the chairperson. The person responsible for vote overseeing shall be of the shareholder status.

Article 11 When the Company convenes a shareholders' meeting by means of a visual communication network, shareholders attending the meeting by means of a visual communication network shall vote on the proposals and the election on the visual networking platform after the Chairperson announces the commencement of the meeting and before the Chairperson announces the close of voting. Failure to do so will be deemed abstention. 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. Proposals and elections shall be resolved by balloting at one time; votes shall be counted at one time after the Chairperson announces the close of voting.

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

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chairperson. If one of the two proposals has been approved, the other proposal shall be deemed rejected without requirement to put it to vote. The results of voting shall be reported on the spot and kept for records. If a shareholders' meeting is held by means of a visual communication network, the Company shall immediately disclose the voting results of the proposals and the election results on the visual networking platform in accordance with the regulations and maintain their availability for at least 15 minutes after the Chairperson announces the adjournment of the meeting.

Article 12 If a shareholders' meeting is held by means of a visual communication network, the Chairperson shall, when announcing the commencement of the meeting, separately announce the date of the meeting that shall be postponed or reconvened within five days due to any obstacles to the visual networking platform or attendance by means of a visual communication network that are caused by natural disasters, incidents, or other force majeure events lasting for 30 minutes or more, except for the circumstances where such postponement or reconvention is not required according to law.
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. The0 security guards shall wear the armband for identification when helping maintaining the venue order.
Article 14 The shareholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the shareholders’ meeting from the meeting.
Article 15 For matters not governed by the rules specified herein, shall be governed according to Company Act, Stock Exchange Law and the other related laws and regulations.
Article 16 The rules herein take effect after approval at the shareholders’ meeting. The same provision apply for any amendments.
*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.
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3. Election Rules for Directors

Last amended on June 25, 2021

Article 1 These rules shall apply to the election of independent directors and nonindependent directors of the Company.

Article 2 The election of the Company’s directors shall be on the basis of accumulation of votes. Ballot of the eligible voter shall be assigned with code of certificate of present voter. The ballots to be prepared by Board of Directors shall indicate serial number of present voter and the number of votes he represented.

Article 3 The election of directors shall be pursued according to the number of position required; provided, however, that the independent and non-independent directors elected shall be calculated separately. The candidates that obtain more number of votes shall be elected. If there are two or more candidates obtaining the same number of vote but the number of position offered is limited, a draw shall be made amongst them to determine. The chairperson shall conduct the drawing for the candidate who is absent.

Directors shall be elected by adopting the candidate nomination system specified in Article 192-1 of Company Act. In addition, the qualifications, independence conditions and other matters of independent directors shall comply with “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and other relevant laws and regulations.

The overall composition of the Board of Directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

1.The ability to make judgments about operations.
2.Accounting and financial analysis ability.
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3.Business management ability.
4.Crisis management ability.
5.Knowledge of the industry.
6.An international market perspective.
7.Leadership ability.
8.Decision-making ability.

Moreover, the professional qualifications, the assessment of independence and other matters of the independent directors shall be in compliance with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies ” or other relevant regulations. Article 4 In the beginning of the election, the chairman shall designate two canvassers and two tally clerks to carry out relevant missions. The canvasser shall be limited to shareholder of the Company.

Article 5 The canvasser shall perform the following missions:

(1) Prior to casting of votes, open the vote box to the participants and have a seal attached onto the cover of box.
(2) Maintain good order for vote casting and prevent any negligence or irregularities in voting.
(3) Upon completion of voting, remove the seal from box cover, take out the ballots and count the number of ballots.
(4) Check to see if there are any invalid votes and have the valid votes hand over to tally clerk.
(5) Conduct supervision over the votes recorded by tally clerk and votes won by the eligible Directors/supervisors.
Article 6 Where a candidate is a natural person, the voters shall expressly enter the candidate’s name on the ballots. Where a candidate is a government or a corporate shareholder, the voters shall expressly enter such government or corporate shareholder name. Where a candidate is a representatives of a government or a corporate shareholder, the voters shall expressly enter such government or corporate shareholder and its representative’s name.

Article 7

A ballot is null and void if:

Not in the ballot form as required under the Rules;
Bearing two or more candidates on a same ballot;
Remaining blank bearing no entries from the vote;
Bearing irrelevant wording except for filling in candidates and assigning voting rights;
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Bearing vague, illegible wording;
The filled-in list of electees which proves not conforming the director candidates;
The total number of voting rights allocated by the voter on the voting ballot exceeds the number of voting rights held by the voter.
Article 8 The ballot box is prepared by the Company and examined publicly by the scrutineers before voting.
Article 9 After all ballots are cast into ballot box, the canvasser shall join the tally clerk in opening of ballot box.
Article 10 The canvasser shall supervise over the count of ballots of tally clerk.
Article 11 In case of any doubts about the ballots, the canvasser shall be requested to conduct a verification to see the validity of the ballots. The invalid ballots shall be segregated from the valid ones and be certified as invalid ballots by the canvasser after having counted number of ballots and the voting rights.
Article 12 According to results of the votes, the canvasser shall conduct a check on the valid ballots and invalid ballots and produce a record indicating the number of valid ballots and voting rights, the invalid ballots and the voting rights and then the chairman shall announce the names of the elected directors and supervisors.
Article 13 Board of Directors shall issue notice of the elected directors.
Article 14 The rules herein take effect after approval at the stockholders’ meeting. The same provision shall apply for any amendments.
*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.
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Appendix

1. Shareholding of Directors

Title	Name	Representative	Shareholdings	Ratio of Shareholding
Chairman	Douglas Tong Hsu	-	23,278,334	0.66%
Independent Director	Chi Schive	-	0	0.00%
	Gordon S. Chen	-	0	0.00%
	Yun-Peng Chu	-	0	0.00%
Director	Far Eastern New Century Corporation	T.H. Chang Johnny Shih C.V. Chen	750,511,324	21.16%
	Ta Chu Chemical Fiber Co.,Ltd	Ruey Long Chen	1,560,068	0.04%
	U-DingCorporation	K.Y. Lee	1,895,136	0.05%
	Far Eastern Y.Z. Hsu Science And Technology Memorial Foundation	Peter Hsu C.K. Chang	6,218,800	0.18%
	Far Eastern Medical Foundation	Champion Lee	181,566,797	5.12%
	Bai-Yang Investment Holdings Corporation	Chin-Der Ou	3,849,468	0.11%
	U-MingCorporation	K.T. Li	1,505,585	0.04%
Shareholdingof All Directors			970,385,512	27.36%

Note 1: The ratios above are calculated based on total issued shares (3,546,562,881

shares) on book closure date (April 29, 2023).

Note 2: The minimum required combined shareholding of all directors by law: 85,117,509 shares.

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

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

Not applicable because of no stock distribution.

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AI assistant

Asia Cement Corporation — AGM Information 2023

51736_rns_2023-07-28_67527d1b-660c-4e58-8c89-d1f503a3ae85.pdf

ASIA CEMENT CORPORATION Handbook For The 2023 Regular Shareholders’ Meeting

Table of Contents

I Meeting Agenda

Meeting Agenda of

II Reporting Events

Report 1: 2022 Business Report

Explanation:

2022 Business Report

I. Overlook of Business in 2022

II. Operation Performance in 2022

1. Production

＊ key performance indicator:

＊ key performance indicator:

2. Sales

＊ Key Performance Indicator:

China area:

＊ Key Performance Indicator:

III. Deployment of investment in China

IV. Summary of business in China

V. Prospect of performance of cement industry in Taiwan and China

1. Mainland China

B. Continuous enforcement of elimination of production supply.

E. Expansion of industry chain and accelerate upgrading by transformation.

2. Taiwan

VI. 2023 operation plan of the Company operation in Q1, 2023

VII. Implementation of ESG by the Company

Report 2: 2022 Financial Statements

Explanation:

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimated Impairment of Trade Receivables in Mainland China

Fair Value Measurement of Investment Properties

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 AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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, 2022 AND 2021 (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, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

ASIA CEMENT CORPORATION

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

Asia Cement Corporation AGM Information 2023

`＊` key performance indicator:

`＊` key performance indicator:

`＊` Key Performance Indicator:

`＊` Key Performance Indicator: