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ACC Annual Report 2017

Jul 24, 2018

51736_rns_2018-07-24_0532dc6d-3a6d-4fbd-af2d-7ea7401e5433.pdf

Annual Report

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遠東集團 FAR EASTERN GROUP

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

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ASIA CEMENT CORPORATION 2017 Annual Report

Notice to readers

This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Printed on March 31, 2018

Spokesperson

Name: W.K. Chou Title: Vice President Tel: 886-2-27378940 E-mail: [email protected]

Headquarter and Plants

Headquarter

Address: 30~ 31F, No.207, Sec. 2, Dunhua South Rd., Da’an Dist., Taipei City 106, Taiwan Tel: 886-2-27338000

IR Contact & Deputy Spokesperson

Name: Doris Wu Title: Executive Vice President Tel: 886-2-27378945 E-mail: [email protected]

Hsinchu Plant

Address: No.109, Sec. 2, Zhongfeng Rd., Hengshan Township, Hsinchu County 312, Taiwan Tel: 886-3-5931011

Stock Transfer Agent

Oriental Securities Corporation Address: 3F., No.86, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan Tel: 886-2-23618608 Website: http://www.osc.com.tw/

Hualien Plant

Address: No.125, Xinxing Rd., Xincheng Township, Hualien County 971, Taiwan Tel: 886-3-8612101

Auditors

Deloitte & Touche Auditors: Li Wen Kuo and Yu Wei Fan Address: 12F, No.156, Sec. 3, Minsheng E. Rd., Zhongshan Dist., Taipei City 104, Taiwan Tel: 886-2-25459988 Website: http://www.deloitte.com/

Overseas Securities Exchange

London Stock Exchange Disclosed information can be found at http://www.londonstockexchange.com/ Singapore Exchange Disclosed information can be found at http://www.sgx.com/

Corporate Website

http://www.acc.com.tw/

Table of Contents

I REPORT TO SHAREHOLDERS ............................................................................................................................ 1 II COMPANY PROFILE ........................................................................................................................................... 10 2.1 DATE OF INCORPORATION: ........................................................................................................................................ 10 2.2 COMPANY HISTORY ................................................................................................................................................. 10 III CORPORATE GOVERNANCE REPORT ........................................................................................................ 14 3.1 ORGANIZATION ....................................................................................................................................................... 14 3.1.1 Organization Chart ..................................................................................................................................... 14 3.1.2 Major Corporate Functions ........................................................................................................................ 15 3.2 DIRECTORS, SUPERVISORS AND MANAGEMENT TEAM .................................................................................................... 16 3.2.1 Directors and Supervisors ........................................................................................................................... 16 3.2.2 Major Shareholders of the Institutional Shareholders ............................................................................... 19 3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ............................................... 20 3.2.4 Professional Qualifications and Independence Analysis of Directors ......................................................... 23 3.2.5 Management Team .................................................................................................................................... 24 3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents ................................................... 26 3.2.7 Employees Remuneration to Management Team ..................................................................................... 31 3.2.8 Name and Title of the Top 10 Employees Who Were Distributed Employees Remuneration .................... 32 3.3 IMPLEMENTATION OF CORPORATE GOVERNANCE .......................................................................................................... 33 3.3.1 Board of Directors ...................................................................................................................................... 33 3.3.2 Other mentionable items: .......................................................................................................................... 34 3.3.3 Attendance of Supervisors for Board Meeting ........................................................................................... 34 3.3.4 Attendance of Audit committee ................................................................................................................. 35 3.3.5 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” ............................................................................................ 38 3.3.6 The Composition, Duty, and Implementation Status of the Remuneration Committee ............................. 49 3.3.7 Corporate Social Responsibility .................................................................................................................. 51 3.3.8 Implementation Status of Ethical Management ........................................................................................ 58 3.3.9 The Training for Directors ........................................................................................................................... 65 3.3.10 The Training for Managers ....................................................................................................................... 66 3.3.11 the Execution Status of Internal Control System ...................................................................................... 68 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings ......................................................... 69 3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company ........................................................................................... 70 3.4 INFORMATION OF CPA SERVICE FEE ........................................................................................................................... 71 3.5 RELEVANT LICENSES AND CERTIFICATES OBTAINED ABOUT TRANSPARENT FINANCIAL INFORMATION ........................................... 71 3.6 CHANGES IN SHAREHOLDINGS AND PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10% SHAREHOLDING ...................................................................................................................................................... 72 3.7 INFORMATION DISCLOSING THE RELATIONSHIP BETWEEN ANY OF THE COMPANY’S TOP 10 SHAREHOLDERS .............................. 74 3.8 SHAREHOLDING PROPORTION OF ACC TO INVESTEES ..................................................................................................... 80 IV CAPITAL FORMATION ..................................................................................................................................... 81 4.1 CAPITAL AND SHARES ............................................................................................................................................... 81 4.1.1 Capital Increase in the Past Five Years ....................................................................................................... 81 4.1.2 Capital ........................................................................................................................................................ 81 4.1.3 Shelf RegistrationNone .......................................................................................................................... 81 4.1.4 Shareholder Structure ................................................................................................................................ 81 4.1.5 Shareholding Distribution Status ............................................................................................................... 82 4.1.6 List of Major Shareholders ......................................................................................................................... 82 4.1.7 Market Price, Net Value, Earnings and Dividends per Share ...................................................................... 83 4.1.8 Dividend Policy & Implementation Status .................................................................................................. 83 4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution ............................. 84 4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration ............................................. 85 4.2 SUMMARY OF CORPORATE BONDS ............................................................................................................................. 86

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4.2.1 Issued Corporate Bonds ............................................................................................................................. 86 4.3 SUMMARY OF ISSUED GDR ...................................................................................................................................... 89 4.4 STATUS ON EXECUTION OF CAPITAL UTILIZATION PLANS ................................................................................................. 89 V OVERVIEW OF BUSINESS OPERATION ........................................................................................................ 90 5.1 BUSINESS INTRODUCTION ......................................................................................................................................... 90 5.1.1 Business Scope ........................................................................................................................................... 90 5.1.2 Industry Overview ...................................................................................................................................... 90 5.1.3 Technology and Research Development .................................................................................................... 91 5.1.4 Short-term Business Plan ........................................................................................................................... 92 5.1.5 Long-term Business Plan ............................................................................................................................ 92 5.2 GENERAL INFORMATION OF MARKET & PRODUCTION .................................................................................................... 92 5.2.1. Markets Analysis ....................................................................................................................................... 92 5.2.2 Application of Major Cement Products ...................................................................................................... 94 5.2.3 Supply Condition of Main Raw Materials ................................................................................................... 94 5.2.4 Major Suppliers Information for the Last Two Years ................................................................................. 95 5.2.5 Major Clients Information for the Last Two Years ...................................................................................... 95 5.2.6 Output of Main Products 2016-2017 ......................................................................................................... 96 5.2.7 Sales of Main Products 2016-2017 ............................................................................................................ 96 5.3 HUMAN RESOURCES ............................................................................................................................................... 97 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION ......................................................................................................... 97 5.4.1 ISO-14001 Environmental Management Systems (EMS) ........................................................................... 97 5.4.2 Air Pollution Prevention ............................................................................................................................. 97 5.4.3 Greening and Beautification for Quarry Restoration ................................................................................. 98 5.4.4 Major Environmental Protection Work in the Future ................................................................................. 99 5.4.5 Fulfill Social Responsibilities ....................................................................................................................... 99 5.5 LABOR RELATIONS ................................................................................................................................................... 99 5.6 MAJOR CONTRACTS .............................................................................................................................................. 103 VI FINANCIAL INFORMATION .......................................................................................................................... 104 6.1FINANCIAL REPORTS & AUDIT RESULTS (2013~2017) ................................................................................................. 104 6.1.1 Consolidated Balance Sheets ................................................................................................................... 104 6.2 FINANCIAL ANALYSIS .............................................................................................................................................. 108 6.2.1 Consolidated Financial Statements .......................................................................................................... 108 6.2.2 Separate Financial Statements ................................................................................................................. 109 6.3 AUDIT COMMITTEE’S REVIEW REPORT ON THE 2017 FINANCIAL STATEMENTS .................................................................. 111 6.4 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .................................................................................... 112 VII ANALYSIS OF FINANCIAL STATUS, OPERATING RESULT, AND RISK MANAGEMENT .............. 134 7.1 ANALYSIS OF FINANCIAL STATUS .............................................................................................................................. 134 7.3 ANALYSIS OF CASH FLOW ........................................................................................................................................ 136 7.4 IMPACTS OF MAJOR CAPITAL EXPENDITURES ON FINANCE AND OPERATION ...................................................................... 136 7.5 INVESTMENT STRATEGIES IN THE MOST RECENT YEAR, THE MAJOR REASONS FOR ITS GAIN OR LOSS AND IMPROVEMENT PLAN AND INVESTMENT PLANS FOR NEXT YEAR ......................................................................................................................... 137 7.6 ANALYSIS AND EVALUATION OF RISK MANAGEMENT ..................................................................................................... 137 7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures .................................................................................................................. 137 7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives ............................................................................................. 139 7.6.3 The Prevention of Legal Risks ................................................................................................................... 139 7.7 OTHER MENTIONABLE ISSUES .................................................................................................................................. 140 VIII SPECIAL DISCLOSURE ............................................................................................................................... 141 8.1 ORGANIZATIONAL CHART OF AFFILIATED COMPANIES ................................................................................................... 141 8.2 BASIC INFORMATION OF AFFILIATED COMPANIES ......................................................................................................... 142 8.3 MAIN BUSINESS OF AFFILIATED COMPANIES ............................................................................................................... 145 8.4 INFORMATION OF THE DIRECTORS, SUPERVISORS, AND PRESIDENTS OF AFFILIATED COMPANIES ............................................ 146 8.5 OPERATING CONDITION OF AFFILIATED COMPANIES ..................................................................................................... 161

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I Report to Shareholders

1. Review of the Year 2017

Review of the International Economic Situation in 2017

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

Review of the Domestic Economic Situation in 2017

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

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

According to the 2017 Annual Report on IMD World Competitiveness from the Institute for Management Development in Lausanne of Switzerland, Taiwan ranked 14 out of the 63 countries assessed, and the ranking was the same as that in the previous year. Taiwan ranked 3rd in the Asia Pacific region, and the ranking was better than that of the mainland China, Japan and South Korea, although it still fell behind rankings of Hong Kong and Singapore. Among the four assessment items, government efficiency of Taiwan was the best as it ranked 10th in the world. And the economic performance and corporate effectiveness in Taiwan have also progressed. However, according to the “World Talent Report” which is also from the Institute for Management Development in Lausanne of Switzerland, Taiwan ranked 23rd, indicating that although Taiwan’s overall performance in 2017 was good, in the long run, the talent exodus and the lack of advantages in attracting foreign capital will surely make the problem of talent

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imbalance increasingly serious.

The Company's business performance in 2017

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

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

  • B. For domestic cement industry, according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, the 2017 total cement production volume in Taiwan was 10,876,396 MT, decreasing 10.31% compared with 2016. Among them, the domestic cement sales was 8,300,274 MT, and exported cement was 2,553,641 MT. Compared with those in 2016, domestic sales decreased by 5.80%, exports decreased by 20.99%. In 2017, the domestic real estate economy was stable, showing a slight increase in volume and decrease in price compared with 2016. The cement consumption decreased slightly to 10,173,998 MT, decreased by 0.70%. The 2017 per capita average cement consumption is about 432 kg, decreased 0.69% from 435kg in 2016. As a result, the cement market in Taiwan is still showing oversupply.

  • C. The 2017 consolidated operating revenue of the Company is NT $64,899,248 thousand, increased 6.49% from 2016. The consolidated profit from operations was NT $7,436,716 thousand, increased 19.31% from 2016. From the Company’s affiliates, Far Eastern New Century Corp., and U-Ming Marine Transport Corp., the Company recognized NT $2,522,090 thousand investment income from equity method. The consolidated net profit after tax reached NT $6,665,541 thousand. The net profit rate after tax was 10.27%. Consolidated net profit attributable to the Company is 5,469,007 thousand. The 4[th] meeting of the 26[th] Board of Directors proposed to distribute cash dividend NT $1.2 per share.

2. Operating Performance of 2017

A. Production:

Unit: 1000 MT Unit: 1000 MT
Item
Region
Cement Difference Compared
to 2016
% Clinker Difference Compared
to 2016
%
ACC
(Taiwan)
3,560 (482) (11.92) 3,335 (497) (12.97)

key performance indicator:

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

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

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Unit: 1000 MT

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

key performance indicator:

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

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

B. Sales

i. Taiwan area:

Unit: 1000 MT; NT$1,000

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

Key Performance Indicator:

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

ii. China area:

Unit: 1000 MT; NT$1,000

Volume &
Value
Product
2017 2017 2017 2017 Difference Compared
to 2016
Difference Compared
to 2016
Difference Compared
to 2016
Difference Compared
to 2016
Domestic Sales Export Sales
Volume Value Volume Value Volume % Value %
Cement & Clinker 30,028 33,264,756 151 162,895 (701) (2.27) 6,002,321 21.89

Key Performance Indicator:

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

3. The Company’s Layout Strategy in China

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

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

Currently, the investments of ACC (China) are mainly based alone the Yangtze River in Jiangxi, Sichuan, Hubei, Yangzhou and Shanghai areas. The overall operating strategies are deployed through Jiangxi Yadong Cement (Southeast China), Sichuan Yadong Cement (Southwest China), Hubei Yadong Cement (Middle China), and Yangzhou Yadong Cement (East China) as core production bases. In addition to Sichuan Lanfeng Cement Corp., Huanggang Yadong Cement, and Wuhan Yaxin Cement, there are two grinding factories, six cement products companies, three transportation companies, newly established Tai Zhou Oriental Construction Co., Ltd., four terminals, and eight sale offices. These constitute an efficient and solid network for production, transportation and sales.

4. Overview of The Company’s Investments in China

A. Jiangxi Yadong Cement Co., Ltd

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

B. Sichuan Yadong Cement Co., Ltd

The company has three kilns with annual output of clinker 4.95 million MT which can produce 6 million MT cement. In addition, the waste heat recycling generators of the #1, #2, and #3 kilns can produce 145 million kWh electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

The conveyor belt transporting the limestone from quarry directly to the plant has been completed on April 2016. This will enhance the transportation efficiency and lower raw-material cost and also completely prevent interfering with surrounding environments, roads, and living of residents (such as noise, dust).

C. Hubei Yadong Cement Co., Ltd

The company has two kilns with annual output of clinker 3.3 million MT which can produce 4 million MT cement. In addition, the waste heat recycling generators of the #1 and

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2 kilns can produce 105 million kWh electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

D. Huanggang Yadong Cement Co., Ltd

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

E. Wuhan Yaxin Cement Co., Ltd

To enhance the market position and market share of the “Skyscraper” cement in Wuhan areas, Hubei Yadong Cement Co., Ltd acquired 70% share of Wuhan Xinlingyun Engineering Co., Ltd on July 2010 (90% by the end of 2013). The annual output of cement amounts to 1.2 million MT.

F. Sichuan Lanfeng Cement Corp.

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

G. Yangzhou Yadong Cement Co., Ltd

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

H. Wuhan Yadong Cement Co., Ltd

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

  • I. Nanchang Yadong Cement Co., Ltd

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

5. International and Domestic Economic Situations in 2018

A. Prospects of the International Economic Situation in 2018

Looking ahead to the year of 2018, the global economic climate will clearly continue the economic recovery momentum from the past. Global trade will be in steady growth, and the

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

B. Prospects of the Domestic Economic Situation in 2018

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

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

A. Cement industry in China

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

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

  • i. The environmental protection standards will be increasingly stringent:

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

  • ii. Effectively controlling the supply of cement:

  • a. The approval of new production capacity will be placed under strict control: In 2018, the "Implementation Measures for Capacity Replacement in the Cement Industry" is

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implemented to strictly control new production capacity and completely shut down the gates of new production lines. It is expected that the new production capacity of the clinker over the year will be further reduced to about 10 million tons. The new production capacity is coming to an end.

  • b. Accelerate the elimination of backward production capacity: Orderly eliminate surplus production capacity, take measures such as merger and reorganization, debt restructuring or bankruptcy and liquidation, and actively dispose of “zombie enterprises.” The China Cement Association will comply with the requirements of the State Council to renounce the 32.5 Composite Silicate Cement Standard and strive to complete it by the end of June in 2018. The top 50 companies in the industry must stop production of the 32.5 cement in the third quarter of 2018.

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

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

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

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

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

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  • v. Infrastructure investment will boost the demand for cement:

  • a. Infrastructure investment is still an important support for cement demand. It is expected that investment in infrastructure will maintain a growth rate of about 15% in 2018, and the central and western regions will maintain rapid growth. The renovation of the shanty towns will continue. From 2018 to 2020, China will reconstruct 15 million sets of shanty towns in various types. It is expected that the real estate investment will maintain a source of steady pull (demand) for cement. It is expected that by the end of 2018, the investment in the railway will amount to 732 billion RMBs (same below), investment in the highway and water transport will amount to 1.8 trillion RMBs, and investment in water conservancy projects will amount to 1 trillion RMBs.

  • b. To further push the “One Belt, One Road” initiative, the Beijing-Tianjin-Hebei integration, the Yangtze River Economic Belt, major free trade areas, and sponge cities into enter the substantive advancement, these constructive investments will significantly increase the demand for cement and other building materials.

  • vi. There will be more opportunities for mergers and consolidations to increase the market concentration:

  • a. The government in mainland China has promulgated policies that clearly support the merger and reorganization of large-scale enterprises. At the same time, with the stricter environmental protection regulations, the government’s increasing efforts in law enforcement and overcapacity, it has been difficult for the small and medium-sized cement companies to survive. As there are more opportunities for large-scale cement plants to acquire small and medium-sized cement companies, the concentration of the cement industry is expected to rise and improve effectively.

  • b. Investment in other companies in the form of shareholdings will become the mainstream way for mergers and acquisitions in the future.

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

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

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market in 2018 will show a trend of steady increase, and the industrial profitability will continue to improve as expected.

B. Cement industry in Taiwan

In 2018, the budget for the public construction project included in the total budget of the Central Government plus the special budget for the river basin comprehensive treatment plan, the special budget for the prospective infrastructure project, and the project-type public works funds based on the operating and non-operating special revenue will amount to NT$ 374.9 billion. Compared with 2017, the same budget has increased by NT$ 43.3 billion (approximately 13.1%).

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

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

7. Business Outlook of the Company in 2018

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

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

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

In the first quarter of 2018, due to continued implementation of staggered production in the cement market of mainland China to curbing supply and stabilize the selling prices, the Asia Cement (China) Holdings Corporation’s profitability has significantly improved compared to the same period last year. In the first quarter of 2018, the consolidated operating income of the Company is NT $ 16,573,882 thousand, increasing 32% from NT $ 12,512,699 thousand in the same period of 2017. The consolidated net profit is NT $ 2,415,347 thousand, increased 1557 % from NT $ 145,793 thousand in the same period of 2017. Net profit attributable to owners of the Company is NT$ 1,897,056 thousand.

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II Company Profile

2.1 Date of Incorporation: March 21, 1957.

Paid-in Capital: NT$ 33,614,471,980.

Scope of Business:

  1. C901030 Cement manufacturing

  2. C901040 Ready-mixed concrete manufacturing

  3. B601010 Quarrying

  4. C901050 Cement and ready-mixed concrete products

  5. C901990 Non-metallic mineral products

  6. F111090 Whole sale of building materials

  7. F211010 Retail sale of building materials

  8. F401010 International trade

  9. IZ06010 Tally and packing

  10. A201010 Afforestation business

  11. H701010 Developing, leasing, and selling residential and business buildings

  12. H701020 Developing, leasing, and selling industrial factories

  13. H703100 Real estate rental & leasing

  14. H703090 Real estate sale & purchase

  15. JE01010 Rental and leasing

  16. G202010 Parking-lot business

  17. G801010 Warehousing

  18. I103060 Business management consultation services

  19. J101040 Waste treatment

In addition to permitted scope of business, the Company can broaden its business not prohibited or restricted by laws.

2.2 Company History

Responding to the Taiwan government’s second four-year economic development plan, Asia Cement Corporation (ACC) was founded on March 21, 1957 by Mr. Y.Z. Hsu and others. It built its first manufacturing plant in Hengshan Township, Hsinchu County. In 1973, in response to the government’s call to develop eastern Taiwan, the Company established its second plant in Hsincheng Township, Hualien County. Asia Cement and its “Skyscraper” brand cement have always occupied the core position in Taiwan’s cement business. For now, these two plants can produce 5 million MT of clinker annually.

The Company uses the most modern rotary kilns and introduces waste-heat recycling generators to transform waste heat and hot air into electricity. In addition, for lower cement transportation costs, Asia Cement established storage and transportation facilities in the Keelung, Taichung, Kaohsiung, and Hualien harbor. It also invested in the Group’s U-Ming Marine Transport Co., Ltd., and began using U-Ming’s bulk carriers to transport cement around Taiwan. The Company’s “Three Highs and One Low” strategy, high quality, high efficiency, high environmental protection, and low cost, along with its management capability, have given the Company the competitive edge to efficiently face challenges in the market.

The Company believes that economic growth and environmental protection can be achieved in parallel. The Company not only deployed eco-friendly equipment, but also made it a priority to re-plant vegetation in the mining areas. Now, with abundant foliage, the plant has been transformed into a beautiful park. In addition to the first certification of ISO-14001 Environmental Management Systems in Taiwan, the Hualien plant received three “Environmental

10

Protection Award” for three consecutive years, and thus was awarded a special honor in 1998. This has set the benchmark in Taiwan’s cement industry, thus making Asia Cement a model business for both economic development and environmental protection.

Besides establishing its core business, it also diversified its investment by establishing Ya Tung Ready Mixed Concrete Co., Ltd. and Ya Li Precast & Prestressed Concrete Industries Ltd. Together with Far Eastern Construction Co., Ltd. and Far Eastern General Contractor Co., Inc., Asia Cement completed its vertical integration.

ACC’s diversification strategic layout for the world not only includes the complete production and sales channels in Taiwan, it also has representative offices in Hong Kong and Singapore. Furthermore, it is also expanding into the world market, exporting cement to Southeast Asia, North America, Africa, and the Middle East Asia. Meanwhile, Asia Cement began to invest in China from 1994. Currently, with the production and sale bases in Jiangxi, Sichuan, Hubei, Yangzhou, and Shanghai, the total cement production capacity in China reaches 36 million MT. Asia Cement (China) Holdings Corporation has listed on the Main Board of the Hong Kong Stock Exchange in 2008. Asia Cement (China) Holdings Corporation will continue expand capacity through strategy cooperation, or merger & acquisition.

In the future, Asia Cement will keep maintaining its deep roots in Taiwan and continue moving forward by expanding in China and worldwide.

Major events in recent 6 years are shown as the following table:

Major events in recent 6 years are shown as the following table:
Year Major Events
May 2012 The Hsinchu Plant successfully produced "masonry cement", and was awarded the
CNS Mark for masonrycement.
July, 2012 The Company received A+ ranking award in the 9th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
July, 2013 The Company received A+ ranking award in the 10th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
Sep. 2013 The no.5 kiln (production capacity: 6000 MT clinker per day) of Jiangxi Yadong
Cement Co. began operation.
Nov. 2013 The Hualien Plant was awarded “2013 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
Jan. 2014 The no.6 kiln (production capacity: 6000 MT clinker per day) of Jiangxi Yadong
Cement Co. began operation.
Jan. 2014 The Company and Asia Cement (China) Holdings Corp. signed Strategic
Cooperation Agreements with Anhui Conch GroupCompanyLtd.
Apr. 2014 Sichuan Yadong Cement Co., Ltd acquired 100% shareholding of Sichuan Lanfeng
Cement Corp. on April 16,2014.
May 2014 The Company was awarded “Excellence Recognition for its collective agreement
with employees” bythe Ministryof Labor.
June 2014 The Company received A++ ranking award in the 11th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.

11

Feb. 2015 The Company received “Golden Vessel Awards” in honor of our contribution in
environmentprotection,Taiwan International Ports Corporation.
Apr. 2015 The Company received A++ ranking award in the 12th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
May 2015 The Company was ranked top 5% in “the 1stCorporate Governance Evaluation”
bythe TWSE.
June 2015 The Companyis listed in “TWSE Corporate Governance 100 Index”
Aug. 2015 The Company is ranked 39thin CommonWealth Magazine's Corporate Citizenship
Awards.
Nov. 2015 The Hualien Plant was awarded “2015 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
Nov. 2015 The Company’s CSR Report was awarded “Top 50 Corporate Sustainability
Report-Gold Award”,TCSA.
Jan. 2016 The Companyreceived 2015 GHG reduction award,EPA.
Apr. 2016 The Company was ranked top 6%~20% in “the 2ndCorporate Governance
Evaluation” bythe TWSE.
Apr. 2016 Sichuan Yadong Cement Co., Ltd completed second conveyor belt transporting the
limestone fromquarrydirectlyto theplant on April 2016.
Apr. 2016 Jiangxi Yadong Cement Co. was awarded the "Energy Management System
Certification".
Jun. 2016 Huanggang Yadong Cement Co. was awarded the honorary certification of "Hubei
Famous Brand".
Sep. 2016 Sichuan Lanfeng Cement Co. was awarded 2016 "Chengdu manufacturing top
hundred" and "Chengduprivate enterprises tophundred".
Nov. 2016 The Hualien Plant was awarded “2016 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
Dec. 2016 Jiangxi Yadong was awarded the "3rdMayor Quality Award" certification, in
recognition of the company's outstanding contribution to the quality of the city's
construction.
Dec. 2016 The Hualien plant obtained ISO 50001: 2011 energy management system
certification in which Hsinchenshan Mine is also the first quarry in Taiwan
obtained this certification.
Mar. 2017 The Hsinchenshan mining right of the Hualien plant of the Company is allowed to
extent for 20years to November 22,2037.
Mar. 2017 Ccement.com announced the 2016 top 10 ranking of cement and clinker
production capacity in China. ACC (China) ranked the 10th and won a top ten
trophy.
Apr. 2017 The Company was ranked top 6%~20% in “the 3rd Corporate Governance
Evaluation” bythe TWSE.
Jun. 2017 The Hualien plant obtained ISO 14001:2015, the latest version of the
environmental management system certification.
Jun. 2017 The Hualien plant obtained ISO 9001:2015, the latest version of the quality
management system certification

12

Oct. 2017 Huanggang Yadong was awarded the “National Excellent Quality Unit for Cement
Quality Inspection in 2017” by the National Cement Quality Supervision and
Inspection Center.
Nov. 2017 The Hualien Plant was awarded “2017 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
Apr. 2018 Jiangxi Yadong was awarded “Advanced Unit for Safe Production Goal
Management in 2017 in Jiujiang”.

During the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, there are no important events listed below impacting on the shareholders’ equity of the Company: 1. Mergers and acquisitions. 2. To restructure affiliate companies. 3. Large volume shares transferred or changed by directors, supervisors, or major shareholders who own more than 10% shareholding. 4. Changes in the Company’s management. 5. Significant changes in business modes or business scope.

13

==> picture [792 x 502] intentionally omitted <==

----- Start of picture text -----

III Corporate Governance Report
3.1 Organization
3.1.1 Organization Chart
Shareholders’
_____ Administration System
Meeting
…………….. Technology System
Audit Committee
Board Of Directors
Remuneration
Committee
Chairman
President Office
Vice Chairman HR Dept.
CSR Committee
President
Credit Committee
General Plant
Chief Engineer Vice President Chief Auditor
Manager
Human Resource
Committee
IT Steering
Committee
Hualien Hsinchu Export Domestic Finance Secretarial Auditing
Plant Plant Dept. Sales Dept Sales Dept Dept. Dept. Dept. Dept.
-14-- 14 -
----- End of picture text -----

3.1.2 Major Corporate Functions

Company Organization with Functions of Risk Management

Department PrimaryFunctions
Auditing Dept. Directly report to the Board of Directors. Plan and revise internal control
system, evaluating each department’s operation and procedures in order to
work out risk-management orientated annual auditing plan.
Remuneration Directly report to the Board of Directors. Prescribe and periodically review
Committee the performance and remuneration policy for directors and managerial
officers.
President Office Assist ACC President to deal with daily affairs, plan operation strategies, and
review the middle-term and long-term investment to reduce the risks
resultingfrom improper decisions.
HR Dept. Plan and implement HR policies to reduce relevant risks. HR Department is
also responsible forpromotingethical management of the Company.
CSR Committee Responsible for investigating and identifying corporate sustainability issues
and to respond major considerations of stakeholders in order to implement
thegoal of sustainable development.
Credit Execute “Regulations for Managing Client’s Credit” enacted by the Company
Committee and take charge of risk control of account receivable.
Human Resource Review and advice to modify the Company’s organization structure, rules of
Committee personnel management,and other important human resource matters.
IT Steering Review all affairs relating to information operation system, office
Committee automation, internal and external website applications and information
security to the needs of operation, management and provide strategy to
prevent the risk of information securityand its efficiency.
Secretarial Dept. Handle the affairs of general services, secretary, legal affairs, public relations,
etc. Reinforce legal sense of employees to decrease the risks of violatinglaw.
Occupational Responsible for occupational safety and health management, formulating
Safety Office policies and supervising related affairs to ensure safety of workers and reduce
the risk and loss of occupational hazards.
Accounting Dept. Handle all accounting matters including the costs, accounts, taxation to
ensure management efficiency of the Company’s operation, the reliability of
financial report, and the adherence of related accounting regulations to reduce
companyoperation risks.
Finance Dept. Responsible for financial operation strategy, investment strategy, financial
management, and dividend strategy, as well as investor relationship in order
to minimize financial exposure, uphold financial opportunity and maximize
shareholders’ best interest.
Domestic Sales Plan and implement domestic marketing strategy, credit customers, and
Dept. identifymarket trends to achieve businessgoals and reduce relevant risks.
Export Sales Plan and implement oversea marketing strategy, credit customers, and
Dept. identifymarket trends to achieve businessgoals and reduce relevant risks.
Purchasing Dept. Handle all purchasing and contract issuing matters, setting up hedging
mechanism to cope with changes in raw materials prices and shortage of raw
materials supply.
Hsinchu Plant Take charge of R&D, production technology, quality control, planning
Hualien Plant production policies in collaboration with sales strategies to reduce production
risks.

15

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

Title Elected Date
Term
Date First Shareholding when Elected Current Shareholding Current Shareholding Spouse & Minor Experience Other Position Executives, Directors or Supervisors Directors or Supervisors
Name (Years) Elected Shareholding (Education) who are spouses or within two degrees
of kinship
Shares % Shares % Shares % Title Name Relation
Chairman 2017.06.27 3 1975.04.28 Master of Chairman, Far Eastern Director Connie Hsu Sibling
Douglas Tong Economics, New Century Corp. Director Peter Hsu Sibling
Hsu Columbia Chairman, Far Eastone Director Johnny Shih relatives by
23,278,334 0.69% 23,278,334 0.69% 6,352,467 0.19% University Telecommunications marriage
Honorary Co., Ltd
Doctor, Chiao Chairman, Far Eastern
Tung University
Department Stores Ltd.
Director 2017.06.27 3 1981.04.24 Mechanical Senior Advisor, Asia - - -
Tsai Hsiung Technology Cement (China)
Chang 459,350 0.01% 459,350 0.01% 110,877 0.00% Section, National Holdings Corp.
*750,511,324 *22.33% *750,511,324 *22.33% Central Industrial Director, U-Ming
College Marine Transport Corp.
(Chongqing) Director, Yuan Ze Uni.
Director
Johnny Shih
2017.06.27 3 1984.04.25 453,745 0.01% 453,745 0.01% 7,225,993 0.21% Master of
Computer,
Columbia
Vice Chairman, Far
Eastern New Century
Corp.
Chairman
Director
Douglas
Tong Hsu
Connie Hsu
relatives by
marriage
relatives by
*750,511,324 *22.33% *750,511,324 *22.33% University Vice Chairman, Oriental marriage
Union Chemical Corp. Director Peter Hsu relatives by
marriage
Director 2017.06.27 3 1987.04.16 S.J.D., Harvard Chairman and - - -
C.V. Chen University Managing Partner, Lee
338,429 0.01% 338,429 0.01% 0 0% and Li
*750,511,324 *22.33% *750,511,324 *22.33% Attorneys-At-Law
Chairman, Taipei
European School
Director
Chin-Der Ou
2017.06.27 3 2005.06.09 0
*3,849,468
0%
*0.11%
0
*3,849,468
0%
*0.11%
0 0% Ph.D., Case
Western Reserve
University
Director, Taiwan
Construction Research
Institute
- - -
Director 2017.06.27 3 2005.06.09 Yi-Lan President, Asia Cement - - -
Kun Yen Lee Elementary Corp.
2,361,557 0.07% 2,361,557 0.07% 0 0% School Director, U-Ming
*1,895,136 *0.06% *1,895,136 *0.06% Marine Transport Corp.
Director 2017.06.27 3 2002.06.07 Master of Vice Chairman, Far Chairman Douglas Sibling
Peter Hsu 13,454,981
*4,819,800
0.40%
*0.14%
13,454,981
*6,218,800
0.40%
*0.19%
0 0% Operations
Research,
Stanford
Eastern New Century
Corp.
Director, Far Eastone
Director
Director
Tong Hsu
Connie Hsu
Johnny Shih
Sibling
relatives by
University Telecommunications marriage
-17- Master of
Information
Science, UCLA
Co., Ltd
Director
Chen Kun
Chang
2017.06.27
3
2011.06.22
29,745
4,819,800
0.00%
0.14%
29,745
6,218,800
0.00%
0.19%
5,358
0.00%
Mechanical
Section, National
Taipei Institute of
Technology
Vice CEO, Asia Cement
(China) Holdings Corp.
President, Jiangxi
Yadong Cement Corp.
-
-
-
Director
Connie Hsu
2017.06.27
3
1990.04.12
14,264,734
4,837,436
0.42%
0.14%
5,264,734
4,837,436
0.16%
0.14%
0
0%
Bachelor of
Biology,
California State
University
Director, Oriental
Institute of Technology
Director, Far Eastern
Y.Z. Hsu Science and
Technology Memorial
Foundation
Chairman
Director
Director
Douglas
Tong Hsu
Peter Hsu
Johnny Shih
Sibling
Sibling
relatives by
marriage
Director
Ruey Long
Chen
2017.06.27
3
2011.06.22
0
1,560,068
0%
0.05%
0
1,560,068
0%
0.05%
0
0%
Bachelor of
Economics,
National Chung
Hsing University
Chairman, Sinocon
Industrial Standards
Foundation
Chairman, Powerchip
Technology Corp.
Secretary General,
Cross-Strait
EntrepreneurSummit
-
-
-
Director
Champion Lee
2017.06.27
3
2002.06.07
0
181,566,797
0%
5.40%
0
181,566,797
0%
5.40%
0
0%
Master of
Business
Administration,
Texas A&I
University
Supervisor, Far Eastern
New Century Corp.
Director, U-Ming
Marine Transport Corp.
-
-
-
Director
Kwan-Tao Li
2017.06.27
3
2002.06.07
642,963
1,505,585
0.02%
0.04%
642,963
1,505,585
0.02%
0.04%
0
0%
Master, New
York University
Chief Counselor, Lee
and Li
Attorneys-At-Law
Director, Far Eastern
New Century Corp.
Director, Far Eastern
Y.Z. Hsu Science and
Technology Memorial
Foundation:
-
-
-
Independent
Director
Ta-Chou Huang
2017.06.27
3
2014.06.16
0
0%
0
0%
0
0%
PhD. in
Agriculture,
Cornell
University
Former Taipei
CityMayor
Honorary Professor,
National Taiwan
University
Chairman, The
Association of Parks
And OpenSpace
-
-
-
Independent
Director
Chi Schive
2017.06.27
3
2014.06.16
0
0%
0
0%
0
0%
PhD. in
Economics, Case
Western Reserve
University
Former
Chairman,
Taiwan Stock
Exchange
Chair Professor, Shih
Hsin University
Chair Professor,
Soochou University
-
-
-
Independent
Director
Gordon S. Chen
2017.06.27
3
2014.06.16
0
0%
0
0%
0
0%
PhD. in Business
Administration,
National Taiwan
University
Former
Chairman,
Financial
Supervisory
Commission
Chairman , Central
Investment Corp.
-
-
-
Note 1: Information on Directors that are Representatives of Institutional Investors: Note 1: Information on Directors that are Representatives of Institutional Investors:
Representatives of Far Eastern New CenturyCorp.: Director Tsai HsiungChang,JohnnyShih,C.V. Chen
Representative of Bai-YangInvestment Holdings Corp.: Director Chin-Der Ou
Representative of Yue DingIndustryCo.,Ltd.: Director Kun Yen Lee
Representatives of Far Eastern Y.Z. Hsu Science and Director Peter Hsu, Chen Kun Chang
TechnologyMemorial Foundation:
Representative of HueyKangInvestment Corp.: Director Connie Hsu
Representative of Ta Chu Chemical Fiber Co.,Ltd: Director RueyLongChen
Representative of Far Eastern Medical Foundation: Director Champion Lee
Representative of U-MingCorp.: Director Kwan-Tao Li

Note 2: “*” indicates the number of shares held by Institutional Investors respectively represented by directors listed above. Note 3: The shareholding excludes the shareholding that the trustor retains the power to decide the allocation of the trust fund. Note 4: There is no director holding shares in the name of other person.

Note 5: All Directors are Taiwanese Citizens. Director Connie Hsu is female while other Directors are male.

The First and Most Recent Date for Institutional Investors Elected as Directors

Name of the Institutional Investors First Date Elected Most Recent Date Elected
Far Eastern New Century Corp 1987.04.16 2017.06.27
Bai-Yang Investment Holdings Corp. 2001.05.16 2017.06.27
Yue Ding Industry Co., Ltd. 2005.06.09 2017.06.27
Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation 2005.06.09 2017.06.27
Huey Kang Investment Corp. 2008.06.17 2017.06.27
Ta Chu Chemical Fiber Co., Ltd. 2011.06.22 2017.06.27
Far Eastern Medical Foundation 1987.04.16 2017.06.27
U-Ming Corp. 1993.05.07 2017.06.27

Note: The first date elected as directors is based on the annual reports of the Company.

3.2.2 Major Shareholders of the Institutional Shareholders

Name of Institutional
Shareholder
Major Shareholder of the Institutional
Shareholders
%
Far Eastern New Century
Corporation
AsiaCementCorporation 23.77
Oriental Institute of Technology 4.81
Far Eastern Medical Foundation 3.61
Far Eastern MemoryFoundation 3.42
Yuan-Ze University 2.74
Fubon Life Insurance Co.,Ltd. 2.50
CathayLife InsuranceCo.,Ltd. 2.43
Douglas TongHsu 1.71
NanShan Life InsuranceCo. ,Ltd. 1.67
China Life Insurance Co.,Ltd. 1.55
Ta Chu Chemical Fiber Co.,Ltd. Yuan DingInvestment Company 41.86
Yue DingIndustryCo.,Ltd. 38.76
Yue-Lee InvestmentCompany 19.38
Yue Ding Industry Co.,Ltd. Fu Da TransportationCo.,Ltd. 26.95
Yue-TungInvestmentCorp. 25.36
An HoGarmentCo.,Ltd. 15.66
DingYuan International Investment Corp. 13.20
Ton Fu Investment Corp. 4.61
TaChuChemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete Industries
Corp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
Yu Ming Co.,Ltd. 1.53
Huey Kang Investment Corp. ConnieHsu 50.58
H.G.Yang 24.71
H.M.Yang 24.71
Bai YangInvestmentCorp. Far Eastern DepartmentStoresCo.,Ltd. 100.0
U-MingCorp. Far Eastern Department Stores Co.,Ltd. 100.0

-19-

3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Asia Cement Corporation Far Eastern New CenturyCorporation 22.33
Fubon Life Insurance Co., Ltd. 6.31
Far Eastern Medical Foundation 5.40
China Life Insurance Co., Ltd. 1.52
Labor Pension Fund Committee of Far Eastern
New Century Corporation

1.51
Shin Kong Life Insurance Co., Ltd. 1.50
Far Eastern Department Stores Co., Ltd. 1.49
Yuan-Ze University 1.41
Far Eastern MemoryFoundation 1.31
Yu Yuan Investment Co., Ltd 1.29
CathayLife InsuranceCo. ,Ltd. CathayFinancial HoldingCo.,Ltd. 100.0
Fubon Life Insurance Co.,Ltd. Fubon Financial HoldingCo., Ltd. 100.0
Nan Shan Life Insurance Co. ,
Ltd.
First Commercial Bank Trustee Account For
Representative of Ruen Chen Investment
Holding Co., Ltd.
75.14
Ruen Chen Investment HoldingCo., Ltd. 15.48
Y. T. Du 3.25
Ruen Hua Dyeing& WeavingCo.,Ltd. 0.28
Ruentex LeasingCo.,Ltd. 0.15
Chi-Pin Investment Company 0.11
Boon-Teik Koay 0.11
Pou Chi Investments Co.,Ltd. 0.05
Pou Yih Investments Co.,Ltd. 0.05
Pou Huei Investments Co.,Ltd. 0.05
Pou HwangInvestments Co.,Ltd. 0.05
China Life Insurance Co., Ltd. China Development Financial HoldingCorp. 25.33
KGI Securities Co., Ltd 9.63
Videoland Inc. 2.35
Funds of Saudi Arabia Central Bank at the
discretionary account of Morgan Stanley
Asset Management, in custody of JP Morgan
Chase Bank
1.67
Labor Pension Fund 1.63
Citi as Trustee For The Government Of
Singapore Investment Corp.
1.53
CathayLife Insurance Co. , Ltd. 1.31
LinglangZhan 1.27
Citibank Taiwan in its Capacity as Master
Custodian for Investment account of the
Central Bank of Norway
1.19

-20-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
JPMorgan Chase Bank N.A. Taipei Branch in
Custody for Vanguard Emerging Markets
Stock Index Fund Investor Shares
1.13
Yuan Ding Investment Company Far Eastern New CenturyCorporation 99.40
An Ho Garment Co.,Ltd. 0.30
Ta Chu Chemical Fiber Co.,Ltd. 0.30
Yue Ding Industry Co.,Ltd. Fu Da TransportationCo.,Ltd. 26.95
Yue-TungInvestment Corp. 25.36
An Ho Garment Co.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton Fu InvestmentCorp. 4.61
TaChuChemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete Industries
Corp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
Yu MingCo.,Ltd. 1.53
Yue-Lee Investment Company U-MingMarine Transport Corp. 68.18
U-Ming Marine Transport (Singapore) Private
Ltd.
31.82
Fu Da Transportation Co., Ltd. Fu MingTransportation Co.,Ltd. 99.87
Asia Investment Corp. 0.03
Yue-Tung Investment Corp. U-MingMarine Transport Corp. 73.54
U-Ming Marine Transport (Singapore) Private
Ltd.
26.46
An Ho Garment Co.,Ltd. Far Eastern New CenturyCorporation 100.0
Ding Yuan International
InvestmentCorp.
Far Eastern New Century Corporation 100.0
Ton Fu Investment Corp. Oriental Union Chemical Corp. 100.0
Ta Chu Chemical Fiber Co., Ltd. Yuan DingInvestment Company 41.86
Yue DingIndustryCo.,Ltd. 38.76
Yue-Lee Investment Company 19.38
Ya Li Precast Prestressed
Concrete Industries Corp.
Asia Cement Corporation 83.81
Far-Eastern Construction EngineeringCo.,Ltd.
16.03
Yuan Ding Co.,Ltd. Far Eastern New CenturyCorporation 37.13
Asia Cement Corporation 35.50
Der ChingInvestment Corp. 14.50
Yuan DingInvestment Company 12.86
Yu MingTradingCorp. 0.002
Far Eastern Department Stores Co.,Ltd. 0.001
Bai Ding Investment Corp. Far Eastern Department Stores Co.,Ltd. 66.66
Bai YangInvestment Corp. 33.34
Yu MingTradingCorp. Bai DingInvestment Co.,Ltd 47.00

-21-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Yuan DingInvestment Company 45.50
Yue DingIndustryCo.,Ltd. 5.00
Yuan DingCo.,Ltd. 1.00
Ding & Ding Management Consultants Co.,
Ltd
1.00
Yuan DingLeasingCorp. 0.50
Far Eastern Department Stores
Co.,Ltd.
Far EasternNew Century Corporation 17.06
AsiaCementCorporation 5.65
Yuan-Ze University 4.75
Yuan TongInvestment Co.,Ltd 2.80
Yu Yuan InvestmentCo.,Ltd 2.06
Special Account for Investment of the Central
Bank of Norway in custody of
Citibank(Taiwan)
1.98
The committee of Employee Pension Fund of
Far Eastern DepartmentStoresCo.,Ltd.
1.97
Far Eastern MemoryFoundation 1.71
Yuan DingInvestment Company 1.61
Tranquil Enterprise Ltd. 1.50

-22-

3.2.4 Professional Qualifications and Independence Analysis of Directors

Criteria
Name
Meet one of the following professional qualification requirements,
togetherwithatleastfive-years workexperience
Meet one of the following professional qualification requirements,
togetherwithatleastfive-years workexperience
Meet one of the following professional qualification requirements,
togetherwithatleastfive-years workexperience
Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
An instructor or higher
position in a department of
commerce, law, finance,
accounting, or other academic
department related to the
business needs of the company
in a public or private junior
college, college oruniversity

A judge, public prosecutor,
attorney, certified public
accountant, or other professional
or technical specialist who has
passed a national examination
and been awarded a certificate in
a profession necessary for the
business ofthe Company
Have work experience in
the areas of commerce,
law, finance, or
accounting, or otherwise
necessary for the business
of the Company
1 2 3 4 5 6 7 8 9 10
Douglas Tong Hsu ˇ ˇ ˇ ˇ ˇ
0
Tsai Hsiung
Chang
ˇ ˇ ˇ ˇ ˇ ˇ 0

Johnny Shih
ˇ ˇ ˇ ˇ 0
C.V. Chen ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Kun Yen Lee ˇ ˇ ˇ ˇ
ˇ ˇ ˇ 0
Peter Hsu ˇ ˇ ˇ ˇ 0
Chen Kun Chang ˇ ˇ ˇ ˇ
ˇ ˇ ˇ 0
Connie Hsu ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Ruey Long Chen ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 4
Champion Lee ˇ ˇ ˇ ˇ ˇ ˇ 0
Chin-Der Ou ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Kwan-Tao Li ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Ta-Chou Huang ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Chi Schive ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 3
Gordon S. Chen ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 2

Note:

  1. Not an employee of the Company or any of its affiliates.

  2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary.

  3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three

subparagraphs.

  1. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

  2. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.

  3. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  4. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  5. Not been a person of any conditions defined in Article 30 of the Company Act.

  6. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

  7. The Company elected 3 independent directors, Ta-Chou Huang, Chi Schive, and Gordon S. Chen on the Shareholders’ Meeting on June 27, 2017.

3.2.5 Management Team

As of Apr. 30,2018
Shareholding
Spouse & Minor
Shareholding
Experience(Education)
Other Title
Shares
%
Shares
%
2,361,557
0.0703
0
0
Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
811
0.0000
0
0
Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
0
0
0
0
Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
39,801
0.0012
68,596
0.0020
Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
4,962
0.0001
0
0Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
33,999
0.0010
53,588
0.0016
Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
0
0
0
0
Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
As of Apr. 30,2018
Shareholding
Spouse & Minor
Shareholding
Experience(Education)
Other Title
Shares
%
Shares
%
2,361,557
0.0703
0
0
Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
811
0.0000
0
0
Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
0
0
0
0
Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
39,801
0.0012
68,596
0.0020
Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
4,962
0.0001
0
0Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
33,999
0.0010
53,588
0.0016
Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
0
0
0
0
Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
As of Apr. 30,2018
Shareholding
Spouse & Minor
Shareholding
Experience(Education)
Other Title
Shares
%
Shares
%
2,361,557
0.0703
0
0
Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
811
0.0000
0
0
Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
0
0
0
0
Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
39,801
0.0012
68,596
0.0020
Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
4,962
0.0001
0
0Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
33,999
0.0010
53,588
0.0016
Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
0
0
0
0
Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
As of Apr. 30,2018
Shareholding
Spouse & Minor
Shareholding
Experience(Education)
Other Title
Shares
%
Shares
%
2,361,557
0.0703
0
0
Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
811
0.0000
0
0
Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
0
0
0
0
Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
39,801
0.0012
68,596
0.0020
Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
4,962
0.0001
0
0Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
33,999
0.0010
53,588
0.0016
Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
0
0
0
0
Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
As of Apr. 30,2018
Shareholding
Spouse & Minor
Shareholding
Experience(Education)
Other Title
Shares
%
Shares
%
2,361,557
0.0703
0
0
Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
811
0.0000
0
0
Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
0
0
0
0
Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
39,801
0.0012
68,596
0.0020
Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
4,962
0.0001
0
0Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
33,999
0.0010
53,588
0.0016
Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
0
0
0
0
Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
As of Apr. 30,2018
Shareholding
Spouse & Minor
Shareholding
Experience(Education)
Other Title
Shares
%
Shares
%
2,361,557
0.0703
0
0
Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
811
0.0000
0
0
Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
0
0
0
0
Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
39,801
0.0012
68,596
0.0020
Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
4,962
0.0001
0
0Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
33,999
0.0010
53,588
0.0016
Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
0
0
0
0
Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
Title Name Gender Effective
Date
Shareholding Spouse & Minor
Shareholding
Experience(Education) Other Title
Shares % Shares %
President Kun Yen Lee Male 2000.08.01 2,361,557 0.0703 0 0 Chairman of Ya Tung
Ready-Mixed Concrete
Co., LTD
Director,
U-Ming Marine
Transport Corp.
Chief Executive
Vice President
Y.F. Chang Male 2000.08.01 811 0.0000 0 0 Bachelor degree in
Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
Executive Vice
President
Doris Wu Female 2007.07.25 0 0 0 0 Bachelor degree in
Accounting, California
State University
Supervisor,
Oriental Union
Chemical Corp.
Vice President C.M. Chen Male 2007.07.01 39,801 0.0012 68,596 0.0020 Bachelor degree in
International Trade, Tamkang
University
Director,
Nan Hwa Cement
Corp.
Vice President W.K. Chou Male 2007.07.01 4,962 0.0001 0 0 Bachelor degree in Law,
Soochow University
Supervisor,
Pan Asia Corporation
General Plant
Manager
Z.P. Chang Male 2009.07.01 33,999 0.0010 53,588 0.0016 Bachelor degree in
Electrical Engineering,
National Taiwan
University
Supervisor,
U-Ming Marine
Transport Corp
Manager of the
Hsinchu Plant
Z.H. Qiu Male 2013,11,16 0 0 0 0 Bachelor degree in
Chemical Engineering,
TamkangUniversity
Director,
Nan Hwa Cement
Corp.
Title Name Gender Effective
Date
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Experience(Education) Other Title
Shares % Shares %
Assistant Vice
President
C.P. Sue Male 2008.11.01 63 0.0000 0 0 Bachelor degree in Marine
Engineering, National
Taiwan Ocean University
Director,
Asia Cement
(Singapore) Pte. Ltd.
Senior Assistant
Vice President
T.L. Yu Male 2009.09.01 122,202 0.0036 98 0.0000 Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
Deputy Chief
Auditor
W.H. Yeh Male 2013.10.16 0 0 0 0 Bachelor degree in
Accounting, Soochow
University
Supervisor,
Nan Hwa Cement
Corp.
Special Assistant
of President Office

T.M. Chen
Male 2011.01.01 147,268 0.0044 0 0 Bachelor degree in
sociology,
National Taiwan
University
Director,
Yu Yuan Investment
Co., Ltd
Manager of
Secretarial Dept.
Manfred
Wang
Male 2012.10.01 0 0 0 0 Bachelor degree in Law,
Soochow University
Director,
Fu Shan Mineral Stone
Co., Ltd.
Manager of
Accounting Dept
Nancy Kao Female 2013.10.16 832 0.0000 467 0 Bachelor degree in
Accounting,
Soochow University
Supervisor,
Asia Investment Co.,
Ltd
  • There is no manager holding shares in the name of any other person.

Managers are spouse or within second- degree of consanguinity to each other: None.

All managers are Taiwanese citizens.

3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents

1. Remuneration of Directors

Title Name Remuneration of Directo Remuneration of Directo Remuneration of Directo Remuneration of Directo rs rs Total Amount
(A+B+C+D)/Net
Income
Total Amount
(A+B+C+D)/Net
Income
Remunerationpaid as the Remunerationpaid as the Remunerationpaid as the Remunerationpaid as the status of employee status of employee Total Amount
(A+B+C+D+E
+F+G)/Net Income
Total Amount
(A+B+C+D+E
+F+G)/Net Income
Other remuneration
from investment
business except
subsidiary
Compensation (A) Pensions(B) Directors
Remuneration(C)
Operating Allowance
(D)
Salary, Reward,
and Allowance
etc.(E)
Pensions(F) Employees Compensation (G)
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All
companies
*
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All companies* ACC All
companies*
Cash Bonus Cash Bonus
Chairman Douglas Tong Hsu 7,558 8,154 0 0 14,000 14,020 120 1,632 2.296%
2.488%
0 0 0 0 0 0 2.473% 2.704% 111,155
Director Far Eastern
New Century
Corp.
0 0 0 0 15,800 15,800 0 0 0 0 0 0 0 0 0
Director
Director
Director
Far Eastern
New Century
Corp.
Representatives:
Tsai Hsiung Chang
Johnny Shih
C.V. Chen
2,868 5,203 0 0 83,998 102,222 1,244 4,832 7,209 9,269 216 216 2,208 2,353 72,446
Director X.Z.Ying-Chai
Memorial
Foundation
Representative:
Sui-Cheong Ying
(retired)
Director Yue Ding Industry
Co., Ltd.
Representative:
Kun Yen Lee
Director
Director
Far Eastern Y.Z.
Hsu Science and
Technology
Memorial Foundation
Representatives:
Peter Hsu
Chen Kun Chang
Director Ta Chu Chemical
Fiber Co.,Ltd
Representative:
RueyLongChen
Director Huey Kang
Investment Corp.
Representative:
Connie Hsu
Director Far Eastern
Medical
Foundation (New)
Representative:
Champion Lee
(New)

==> picture [46 x 462] intentionally omitted <==

----- Start of picture text -----

- 27 - -27-
----- End of picture text -----

Bai-Yang
Investment
Holdings Corp
Director (New)
Representative:
Chin-Der Ou
(New)
U-Ming Corp.
(New)
Director Representative:
Kwan-Tao Li
(New)
Independent Ta-Chou Huang
Director
Independent Chi Schive
Director
Independent Gordon S. Chen
Director

Please refer to Consolidated Operational Report for the list of All Companies.

Pensions funded according to applicable laws.

No stock bonus, warrant, or restricted stock awards for employees have been distributed from ACC and all companies listed in consolidated operational report. Director Tsai Hsiung Chang is assigned one vehicle. The monthly rental is NT$ 79,000, and the annual remuneration of the driver is about NT$ 700,000. Director and President Kun Yen Lee is assigned one vehicle. The monthly rental is NT$ 77,900, and the annual remuneration of driver is about NT$ 700,000.

Director and President Kun Yen Lee is assigned one vehicle. The monthly rental is NT$ 77,900, and the annual remuneration of driver is about NT$ 700,000. Within recent two fiscal years, all ACC directors’ remuneration accounted for 2.245 and 2.473% of ACC net income. Total directors’ remuneration paid by all companies listed in consolidated operational report accounted for 2.651 and 2.704% of net income received from those companies.

Classification of Remuneration
Paid to ACC Directors
Name of Directors Name of Directors Name of Directors Name of Directors
A+B+C+D
(Please refer to listed information above)
A+B+C+D+E+F+G
(Please refer to listed information above)
ACC All companies listed in
Consolidated Operational
Report
ACC All companies listed in
Consolidated Operational
Report
Under NT$2,000,000
Ta-Chou Huang, Chi Schive,
Gordon S. Chen, Far Eastern
New Century Corp.: C.V. Chen,
Huey Kang Investment Corp.:
Connie Hsu, Ta Chu Chemical
Fiber Co. Ltd: Ruey Long Chen,
X.Z.Ying-Chai Memorial
Foundation: Sui-Cheong Ying,
Y.Z.Hsu Science and
Technology Memorial
Foundation: Chen Kun Chang
Far Eastern Medical Foundation:
Ta-Chou Huang, Chi Schive,
Gordon S. Chen, Far Eastern
New Century Corp.: C.V. Chen,
Huey Kang Investment Corp.:
Connie Hsu, Ta Chu Chemical
Fiber Co. Ltd: Ruey Long Chen,
X.Z.Ying-Chai Memorial
Foundation: Sui-Cheong Ying

Ta-Chou Huang, Chi Schive,
Gordon S. Chen, Far Eastern
New Century Corp.: C.V. Chen,
Huey Kang Investment Corp.:
Connie Hsu, Ta Chu Chemical
Fiber Co. Ltd: Ruey Long Chen,
X.Z.Ying-Chai Memorial
Foundation: Sui-Cheong Ying,
Y.Z.Hsu Science and
Technology Memorial
Foundation: Chen Kun Chang
Far Eastern Medical Foundation:

Ta-Chou Huang, Chi Schive,
Gordon S. Chen, Far Eastern
New Century Corp.: C.V. Chen,
Huey Kang Investment Corp.:
Connie Hsu, Ta Chu Chemical
Fiber Co. Ltd: Ruey Long Chen,
X.Z.Ying-Chai Memorial
Foundation: Sui-Cheong Ying
U-Ming Corp. Kwan-Tao Li
Bai-Yang Investment Holdings
Corp.: Chin-Der Ou
Champion Lee
U-Ming Corp. Kwan-Tao Li
Bai-Yang Investment Holdings
Corp:Ou,Chin-Der
Champion Lee
U-Ming Corp. Kwan-Tao Li
Bai-Yang Investment Holdings
Corp.: Chin-Der Ou
NT$2,000,000NT$5,000,000 - Y.Z.Hsu Science and
Technology Memorial
Foundation: Chen Kun Chang
- Y.Z.Hsu Science and
Technology Memorial
Foundation: Chen Kun Chang
Far Eastern Medical Foundation:
Champion Lee
NT$5,000,000NT$10,000,000 Far Eastern New Century Corp.:
Tsai Hsiung Chang, Yue Ding
Industry Co., Ltd.: Kun Yen Lee,
Y.Z.Hsu Science and
Technology Memorial
Foundation: Peter Hsu
Far Eastern New Century Corp.:
Johnny Shih

Far Eastern New Century
Corp.: Tsai Hsiung Chang
Y.Z.Hsu Science and
Technology Memorial
Foundation: Peter Hsu
Y.Z.Hsu Science and
Technology Memorial
Foundation: Peter Hsu
Far Eastern New Century
Corp.: Johnny Shih
NT$10,000,000NT$15,000,000 Far Eastern New Century Corp.:
Johnny Shih , Yue Ding Industry
Co.,Ltd.: Kun Yen Lee,
Far Eastern New Century Corp.:
Tsai Hsiung Chang , Yue Ding
IndustryCo.,Ltd.: Kun Yen Lee,
Far Eastern New Century Corp.:
Tsai Hsiung Chang ,
NT$15,000,000NT$30,000,000 Douglas Tong Hsu Douglas Tong Hsu Douglas Tong Hsu Yue Ding Industry Co., Ltd.:
Kun Yen Lee
NT$30,000,000NT$50,000,000 - - - Far Eastern New Century Corp.:
Johnny Shih
NT$50,000,000NT$100,000,000 - - - Y.Z.Hsu Science and
Technology Memorial
Foundation: Peter Hsu
Over NT$100,000,000 - - - Douglas Tong Hsu
Total 16 16 16 16

The remuneration of directors is paid in consideration of the Company’s operating performance and individual contribution.

The salaries of executive directors have reference to the payment of employees and industry standards.

The remuneration for directors and supervisors is not more than 2.5% of profit of the current year.

Each Director has agreed regarding to the principle of distribution of remuneration.

The Remuneration Committee has approved current remuneration system for directors and Supervisors.

2. Remuneration of Supervisors

Unit: NT 1,000

Title Name Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Total Amount
(A+B+C)/Net Income
Total Amount
(A+B+C)/Net Income
Other
remuneration
from investment
business except
subsidiary
Compensation (A) Supervisors
Remuneration from
Distributable
Earnings(B)
Operating Allowance
(C)
ACC All
companies*
ACC All
*companies **
ACC All
*companies **
ACC All
*companies **
Supervisor Far Eastern Medical Foundation
Representative (Retired): Shaw Yi Wang (Retired)
and Champion Lee(Retired)
0 242 16,322 16,322 204 204 0.3022%
0.3066%
26,535
Supervisor Bai-Yang Investment Holdings Corp. (Retired)
Representative: Ting Yu Tung (Retired)
Representative: Chin-Der Ou(Retired)
Supervisor U-Ming Corp (Retired)
Representative: Kwan-Tao Li(Retired)
  • Please refer to Consolidated Operational Report for the list of All Companies.

  • Supervisor received no salary and other services paid by ACC and all companies listed in consolidated operational report.

  • Within recent two fiscal years, all supervisors’ remuneration, which are mainly transportation allowance and remuneration from distributable earnings, accounted for 0.528 and 0.528% of ACC net income; Total supervisors’ remuneration paid by all companies listed in consolidated operational report accounted for 0.550 and 0.528% of net income received from those companies.

*In the year of 2017, the directors and supervisors were re-elected. Since the Company established the Audit Committee, all the supervisors have retired. In addition, Champion Lee, Chin-Der Ou, and Kwan-Tao Li are newly appointed directors as retired supervisors, and information on their remuneration has been respectively revealed in that two parts.

Unit: NT 1,000

Unit: NT1,000 Unit: NT1,000
Classification of Remuneration Paid to ACC
Supervisors
Name of Supervisors
A+B+C(Please refer to listed information above)
ACC All companies listed in Consolidated Operational Report
Under NT$2,000,000 Far Eastern Medical Foundation: Shaw Yi Wang, Far Eastern
Medical Foundation: Champion Lee, U-Ming Corp.:
Kwan-Tao Li, Bai-Yang Investment Holdings Corp.:
Chin-Der Ou
Bai-Yang Investment Holdings Corp.: Chin-Der Ou
U-Ming Corp.: Kwan-Tao Li
NT$2,000,000NT$5,000,000 Bai-Yang Investment Holdings Corp.: Ting Yu Tung Far Eastern Medical Foundation: Champion Lee
Bai-YangInvestment Holdings Corp.: TingYu Tung
NT$5,000,000NT$10,000,000 - -
NT$10,000,000NT$15,000,000 - -
NT$15,000,000NT$30,000,000 - Far Eastern Medical Foundation: Shaw Yi Wang
NT$30,000,000NT$50,000,000 - -
Total 5 5

The remuneration of supervisors is paid in consideration of the Company’s operating performance and individual contribution.

The remuneration for directors and supervisors is not more than 2.5% of profit of the current year.

Each Supervisor has agreed regarding to the principle of distribution of remuneration.

The Remuneration Committee has approved current remuneration system for Directors and Supervisors.

3. Remuneration of President and Vice Presidents

Unit: NT 1000

Title Name Salary(A) Salary(A) Pensions(B) Pensions(B) Reward and
Allowance etc. (C)
Reward and
Allowance etc. (C)
Employees bonus
from Distributable
Earnings (D)
Employees bonus
from Distributable
Earnings (D)
Total Amount
(A+B+C+D)/Net
Income
Total Amount
(A+B+C+D)/Net
Income
Other
remuneration
from investment
business except
subsidiary
ACC All
companies*
ACC All
companies*

ACC
All
companies*
ACC All
*companies **
ACC All
companies*

Cash
Bonus
Cash
Bonus
President Kun Yen Lee
16,049
16,805 648 648 5,440 5,458 6,720 6,720 0.528%
0.542%
1,722
Chief Executive Vice President Y.F. Chang
Executive Vice President Doris Wu
Vice President C.M. Chen
Vice President W.K.Chou
General Plant Manager Z.P. Chang

Please refer to Consolidated Operational Report for the list of All Companies.

Pensions funded according to applicable law.

No stock bonus, warrant, or restricted stock awards for employees have been distributed from ACC and all companies listed in consolidated operational report.

  • The chief executive vice president of the Company, Y.F. Chang is assigned one vehicle. The monthly rental is NT 44,300.

  • Within recent two fiscal years, total remuneration of the President and Vice Presidents accounted for 0.860% and 0.528% of ACC net income. Total amount of President and Vice Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.887% 0.542% of net income received from those companies.


from those companies.
Classification of Remuneration Paid to
ACC President
and Vice Presidents
Name of President and Vice Presidents
ACC All companies listed in Consolidated Operational Report
NT$2,000,000NT$5,000,000 Doris Wu, C.M. Chen, W.K. Chou, Z.P. Chang ~~-~~
NT$5,000,000NT$8,000,000 Kun Yen Lee, Y.F. Chang, Kun Yen Lee, Y.F. Chang,
Doris Wu, C.M. Chen, W.K. Chou, Z.P. Chang
NT$8,000,000NT$10,000,000 - -
Total 6 6
  • The remuneration of President and Vice Presidents is divided into two parts:

    1. Monthly salary based on fixed salary rank.
  • Based on ACC’s bonus system, bonus and compensation are distributed mainly in consideration of the Company’s operating performance and individual annual performance.

  • The Remuneration Committee has approved current remuneration system for the President and Vice Presidents.

3.2.7 Employees Remuneration to Management Team

Title Name Stock Bonus Cash Bonus Total Amount Total Amount/Net Income
Executive
Officers
President Kun Yen Lee 0 10,244 10,244 0.187%
Chief Executive Vice President Y.F. Chang
Executive Vice President Doris Wu
Vice President C.M. Chen
Vice President W.K. Chou
General Plant Manager Z.P. Chang
Manager of the Hsinchu Plant Z.H.Qiu
Assistant Vice President C.P. Sue
Senior Assistant Vice President T.L. Yu
DeputyChief Auditor W.H. Yeh
Manager of Domestic Sales Dept. M.C. Chen
Special Assistant of President Office T.M. Chen
Manager of Secretarial Dept. Manfred Wang
Manager of AccountingDept. NancyKao
  • The proposed amounts of 2017 managers’ remunerations need to be approved by the 2018 regular shareholders’ meeting.

  • Manager of Domestic Sales Dept., M.C. Chen, retired on Nov. 2017.

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3.2.8 Name and Title of the Top 10 Employees Who Were Distributed Employees Remuneration

Unit: NT 1000

Unit: NT1000
Rank Title Name Stock Bonus Cash Bonus Total Amount
1 President Kun Yen Lee 0 9,345 9,345
2 Chief Executive Vice President Y.F. Chang
3 Executive Vice President Doris Wu
4 Vice President C.M. Chen
5 General Plant Manager Z.P. Chang
6 Vice President W.K. Chou
7 DeputyChief Auditor W.H. Yeh
8 Manager of Domestic Sales Dept. M.C. Cheng
9 Manager of AccountingDept. NancyKao
10 Special Assistant of President Office T.M. Chen
  • The employees remuneration comes from the profits of 2017.

  • Associate C.P. Sue and T.L. Yu have retired and transferred to contract employee. and therefore does not participate in the remuneration distribution of employees. Manager of Domestic Sales Dept., M.C. Chen, retired on Nov 2017.

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

There are 9 meetings of the Board of Directors held in the period from January 1, 2017 to May 11, 2018. Directors’ attendance condition was as follows:

Title Name Name Attendance
in Person
By
Proxy
Attendance
Rate
Notes
Chairman Douglas Tong Hsu 9
0
100% Reappointment
Jun.27, 2017
Director Representatives
of Far Eastern
New Century
Corp.
Tsai Hsiung
Chang
9 0 100% Reappointment
Jun.27, 2017

Johnny Shih
7 2 78% Reappointment
Jun.27, 2017
C.V. Chen 7 2 78% Reappointment
Jun.27, 2017
Director Representative of
X.Z. Ying-Chai
Memorial
Foundation
Sui-Cheong Ying 4 0 100% Retired
Director Representative
of Yue Ding
Industry Co., Ltd.
Kun Yen Lee 9 0 100% Reappointment
Jun.27, 2017
Director
Representatives
of Far Eastern
Y.Z. Hsu Science
and Technology
Memorial
Foundation
Peter Hsu 9 0 100% Reappointment
Jun.27, 2017
Chen Kun
Chang
9 0 100% Reappointment
Jun.27, 2017
Director Representative of
Ta Chu Chemical
Fiber Co.,Ltd
Ruey Long
Chen
5 4 56% Reappointment
Jun.27, 2017
Director Representative of
Huey Kang
Investment Corp.
Connie Hsu 7 2 78% Reappointment
Jun.27, 2017
Director
Far Eastern
Medical
Foundation
Champion Lee 5 0 100% Newly-elected
Jun.27, 2017
Director Bai-Yang
Investment
Holdings Corp.
Chin-Der Ou 3 2 60% Newly-elected
Jun.27, 2017
Director
U-Ming Corp.
Kwan-Tao Li 4 1 80% Newly-elected
Jun.27, 2017
Independent
Director
Ta-Chou Huang 8 1 89% Reappointment
Jun.27, 2017
Chi Schive 7 2 78% Reappointment
Jun.27, 2017
Gordon S. Chen 6 3 67% Reappointment
Jun.27, 2017
  • Each Board of Directors Meeting has at least one independent director who attended the meeting in person, which meets the requirements of Article 7 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies

-33-

3.3.2 Other mentionable items:

1. Board of Directors

  • A. Items listed in the Article 14-3 of the Securities Exchange Act: Please refer to 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings

  • B. Except for the above matters, the three independent directors of the Company gave us valuable opinions with no objections or reservations on all discussed matters. The directors' statements were all set out in the minutes of the board meeting.

  • If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified:

The 12[th] meeting of the 25[th] Board of Directors resolved with no objection or reservation to donate NT $5,000,000 to the Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation which conducts education and social responsibility activities for the Far Eastern Group. Douglas Tong Hsu, Tsai Hsiung Chang, Ta-Chou Huang, Connie Hsu, and Peter Hsu are the directors of the university. They did not participate in discussion and voting of the issue according to relevant regulations.

  1. Measures taken to strengthen the function of the Board:

Goals :

To enhance corporate governance and the function of the Board by enacting “the Procedures for Evaluating the Board of Directors’ Performance”

Implementation Status and Assessment:

  • A. The Board enacted “the Procedures for Evaluating the Board of Directors’ Performance” on May 13, 2015 and disclosed on the Company’s website.

  • B. Secretarial Department reviewed the Self-Assessment Questionnaire of the Board and calculated a weighted average score, and reported to the Board on May 10, 2016 and May 11, 2017.

  • C. The score of 2017 evaluation falls between 3.33~3.73, compared to 4 points as full score indicating good performance.

  • D. In the past three years, the score of evaluation has increased year by year, which is due to the fact that members of the board of directors attach importance to assessment indicators and assessment standards and cooperate with implementation. It is helpful to further implement the Company's corporate governance and enhance the board's functions.

  • E. The Secretarial Department faithfully plays the role of reminding directors to follow regulations and is respected by the directors.

3.3.3 Attendance of Supervisors for Board Meeting

There are 4 meetings of the 25[th] Board of Directors held in the period from January 1, 2017 to May 11, 2017. Supervisors’ Attendance Condition was as follows:

Title Name Name Attendance
in Person
Attendance rate Notes
Supervisor Representatives
of Far Eastern
Medical
Foundation
Shaw Yi Wang 4 100% Appointment due
Jun.26,2017
Champion Lee 4 100% Appointment due
Jun.26, 2017
Supervisor Representatives
of Bai-Yang
Investment
Holdings Corp.
Chin-Der Ou 1 25% Appointment due
Jun.26,2017
Ting Yu Tung 2 50% Appointment due
Jun.26,2017
Supervisor Representative of Kwan-Tao Li 3 75% Appointment due

-34-

  • U-Ming Corp. Jun.27, 2017

  • Other mentionable items: 1.Organization and Responsibilities of Supervisors: A. Communications with employees and shareholders: In ACC, the labor relation is harmonious, information is open, and communication channels among different functions and levels are unblocked. Therefore, there is no affair with which employees and shareholders should communicate.

  • B. Communications with internal audit manager and CPA: (1) Internal audit manager reports the plans and execution of audit works to Supervisors every half year. Internal auditors discovering any material violation or any likelihood of material damage to the company shall promptly notify the Supervisors.

  • (2) CPA and accounting manager report financial and operation business to Supervisors every year.

    1. If supervisors make any statement in BOD meetings, the following information should be disclosedthe date of BOD, the term of BOD, the contents and resolutions of motions, and the follow-up of supervisors’ statements: In the recent fiscal year, Supervisors attended BOD meeting and occasionally participated in discussion. No opposition has been made by Supervisors to any motions and company policies.

3.3.4 Attendance of Audit committee

There are 4 meetings of the Audit committee held in the period from January 1, 2017 to May 18, 2018. Independent directors’ Attendance Condition was as follows:

Title Title Name Name Attendance
in Person
By
Proxy
By
Proxy
Attendance
Rate
Attendance
Rate
Notes
Convener Ta-Chou Huang 4
0
100.00% -
Member Chi Schive 4 0 100.00% -
Member Gordon S. Chen 4 0 100.00% -
Other mentionable items:
1. Items listed in Article 14-5 of the Securities Exchange Act:
Meeting
date
Items Items listed
in Article
14-5 of the
Securities
Exchange
Act:




The resolution of
the audit
committee's and the
Company's
handling
2017/08/07 Auditreport of 2017 second quarter. V









All
members
present
at
the
meeting agreed to
pass the items and
submitted it to the
board of directors
in
which
all
attended
directors
the
approved
without objection.
.
Acquisitionand disposalof fixed assets V
Report ofendorsements / guarantees withaffiliates V
Report ofacquisitionordispositionofsecurities V
Consolidatedfinancial report of 2017 second quarter V
Revision of the Company's "Internal Control System"
and "Internal Audit System and Implementation
Rules"
V
2017/11/06 Auditreport of 2017 third quarter.
Acquisitionand disposalof fixed assets V
Report ofendorsements / guarantees withaffiliates V

-35-

In order to raise working capital, the Company
appliedforcreditfrom financial institutions.
V
2018 audit plan V
Revision of the Company's "Internal Control System"
and "Internal Audit System and Implementation
Rules"
V
2018/03/19 Auditreport of 2017fourthquarter. V
Assessment the impact of International Financial
Reporting Standards No. 16 "Leases" on the
Company
V
Acquisitionand disposalof fixed assets V
Report ofendorsements / guarantees withaffiliates V
In order to raise working capital, the Company
appliedforcreditfrom financial institutions.
V
2017 consolidated financial report and individual
financial report
V
2017 dividend distribution V
Appointment of accountants auditing the financial
statementsfor 2018
V
Approval to 2017 "Internal Control System
Statement"
V
To amend the 2018 audit plan V
To issue non-guaranteed overseas convertible bond
up to USD500million.
V
Toissue Cross Currency SwapforUSD500million. V
2018/05/08 Audit report of 2018 first quarter. V
Acquisition and disposal of fixed assets V
Report ofendorsements / guarantees withaffiliates V
In order to raise working capital, the Company
appliedforcreditfrom financial institutions.
V
Report the company's2017 annualbusinessreport V

There are no other matters that did not pass the audit committee and agreed by more than two-thirds of all directors.

  1. If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified: None.

  2. Communications with internal audit manager and CPA:

  3. (1) Internal audit manager reports the plans and execution of audit works to Independent Directors every quarter and implement the instructions and follow-up of each independent director.

  4. (2) CPA and accounting manager report financial and operation business to Independent Directors every quarter

Meeting
date
Items
2017/08/07 Auditreport of 2017 second quarter.
Revision of the Company's "Internal Control System" and "Internal Audit System
and Implementation Rules"
2017/11/06 Auditreport of 2017 third quarter.

-36-

Meeting
date
Items
2018 audit plan
Revision of the Company's "Internal Control System" and "Internal Audit System
andImplementation Rules"
2018/03/19 Auditreport of 2017fourthquarter.
Approvalto2017"InternalControlSystemStatement"
To amend the2018 audit plan
2018/05/08 Auditreport of 2018first quarter.

The three independent directors of the Company gave us valuable opinions with no objections or reservations on all discussed matters. The directors' statements were all set out in the minutes of the Audit Committee meeting.

-37-

3.3.5 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies”

Listed Companies”
Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
1. Does the company establish and disclose the
Corporate Governance Best-Practice Principles
based on “Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies”?
V The Company has established the Corporate
Governance Codes with reference to “Corporate
Governance Best-Practice Principles for
TWSE/TPEx Listed Companies” on Nov. 11,
2014. The information has been disclosed on
MOPS and the Company’s website.
None
2. Shareholding structure & shareholders’ rights
(1) Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement
based on the procedure?
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?


V
V
The Company has appointed spokesman or his
deputy as well as stock agency, Oriental Security
Corporation, to handle these issues. If involved
in litigation matters, the spokesman will handle
that with the Secretarial Department, and legal
staff. If significant event happens, legal
consultants, Lee and Li, and accounting
consultants, Deloitte & Touche, will help deal
with the matter. This complies with our internal
operating procedures.
The Company keeps tracking the list of
shareholders and follows the Article 3 of Market
Information Post Regulation Reporting by Listed
Companies to post related information within
one month after the end of annual shareholders’
meetings.





None
None

-38-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies”and Reasons
Yes No Abstract Illustration
(3) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4) Does the company establish internal rules
against insiders trading with undisclosed
information?
V
V
In addition to enacting “Regulations for
Monitoring Subsidiaries” as the risk management
mechanism for its subsidiaries, the Company has
also enacted “Regulations for Managing Client’s
Credit” and assigned the Credit Committee to be
responsible for risk control of accounts receivable.
Meanwhile, to establish risk management and
firewall, we have signed up with affiliates for
“Procedures of Assets Acquisition and Disposal”,
“Procedures for Loaning of funds to Others”,
“Procedures for Endorsement and Guarantee,”
and “Rules on the Management of Related Party
Transaction.”
The Auditing Department will report regularly to
the Board of Directors and Audit Committee
about any abnormal conditions and their
improvements. The Auditing Department will
also report to the Financial Supervisory
Commission and other government agencies in
accordance with relevant regulations.
The Board of Director approved “the Procedure
Dealing with Internal Material Information of
Asia Cement Corporation” on December 21,
2009. It states that “directors, supervisors,
managers and other employees shall not disclose
internal material information to others, nor
involve in any transaction of the Company’s
stock or anyother forms of security.”


None
None

-39-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?
V The Board members considered its member
diversification and approved “strengthening the
function of the Board” Section of “the Corporate
Governance Codes”. The Company adopts
candidate nomination system for the election of
directors. In addition to the assessment of each
candidate's education and experience, opinion of
the stakeholder and full compliance with “the
election rules for directors " and “Corporate
Governance Codes” are also considered.
In the members of the 26thBoard of Directors,
except for one female member, there are
members who have abilities of leadership,
operation analysis, management, crisis
management, industry knowledge and
international view, such as Douglas Tong Hsu,
Tsai Hsiung Chang, Johnny Shih, Peter Hsu, Kun
Yen Lee, and Chen Kun Chang. Members who
represent public welfare is Connie Hsu. C.V.
Chen and Kwan-Tao Li specialize in legal
matters. Ruey Long Chen served as Minister of
Economy. Chin-Der Ou served as vice mayor of
Taipei City. As for independent directors,
Ta-Chou Huang Chi Schive, and Gordon S.
Chen, they are expert in administrative
management and financial matters.It is also

None

-40-

Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No
Abstract Illustration
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?
V mentionable that Ta-Chou Huang had served in
agriculture affair for the government. He gave us
many advices in green vegetation and
environmental protection of plants and mines.
In summary, the present members of the Board
do have diversity.
The diversified policy for the composition of the
Board of Directors has been disclosed on the
Company’s website and MOPS.
The Company has established Remuneration
Committee. The Company will amend the
Articles of Incorporation of Asia Cement
Corporation in 2016 to establish Audit
Committee in 2017 pursuant to government
regulations.
Other voluntarily established functional
committees are:
Human Resource Committee:
Review and advice to modify the Company’s
organization structure, rules of personnel
management, and other important human
resource matters.
Credit Committee:
Execute “Regulations for Managing Client’s
Credit” enacted by the Company and take charge
of risk control of account receivable.
CSR Committee:
Responsible for investigatingand identifying
None

-41-

Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No
Abstract Illustration
(3) Does the company establish a standard to
measure the performance of the Board, and
implement it annually?
V corporate sustainability issues and to respond
major considerations of stakeholders in order to
implement the goal of sustainable development.
IT Steering Committee:
Review all affairs relating to information
operation system, office automation, internal and
external website applications and information
security to the needs of operation, management
and provide strategy to prevent the risk of
information security and its efficiency.
The company enacted “Procedures for
Evaluating the Board’s Performance” on May 13,
2015 and conducts it annually.
Evaluation methods:
1. Self-assessment of Board members
Board members fill in the” Self-Assessment
Questionnaire for Board Members” at the end
of each year.
2. Assessment by Secretarial Department:
Secretarial Department will evaluate
evaluation items at the end of each year and
modify evaluation items if needed.
3. Procedures:
a. regularly review the effectiveness of the
evaluation.
b. at the end of each year, Secretarial
Department will review the
Self-Assessment Questionnaire and
evaluation items,calculate aweighted

None

-42-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
(4) Does the company regularly assess the
independence of accountants?
average score, and report to the Board of
Directors.
4. Implementation:
At the beginning of each year, Secretarial
Department will remind every Board’s
member about items in the Self-Assessment
Questionnaire and other issues, such as
“recognition and discussion issues of the
Board in accordance with law, "Quarterly
meeting requirement of the Board", "rules
regarding to conflicts of interests of
Directors", "the minimum annual training
hour of directors", and “to enhance attendance
rate of board of directors and shareholders
meeting”.
Secretarial Department reviewed the
Self-Assessment Questionnaire of the Board
and calculated a weighted average score, and
reported to the Board on May 23, 2017.
The Procedures for Evaluating the Board of
Directors’ Performance has been disclosed on
the Company’s website.
The Company appointed Li Wen Kuo and Yu
Wei Fan of Deloitte & Touche to audit 2017
financial statements. The independence
assessment of these two CPAs was based on
Article 47 of the Accountants Law and related
regulations.The result has been approved on
None

-43-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
March 19, 2018 and Marh 23, 2018 by the
Audit Committee and Board of Directors.
The Audit Committee and the Board of
Directors meeting will regularly in March
eachyearto assess theindependence ofCPAs.
4.
Does the company establish specialized units or
dedicated members and personnel responsible for
corporate governance affairs, as well as carrying
out key actions and reporting statuses (e.g. :
including but not limited to provide the
information that board directors and supervisors
request to perform their duties, ensuring the
general affairs of board meetings and
shareholders’ meetings are held in accordance
with regulations, applying and changing of
company registration, and taking meeting minutes
for board meetings and shareholders’ meetings.)

V
1. The secretarial Dept. serves as the secretary of
the board of directors to promote corporate
governance. Each member of the Secretarial
Dept. has more than 20 years' working
experience in the management of legal affairs
and board affairs, and is supervised by the vice
president.
2. The main responsibilities are as follows:
Develop company and organizational
structure to promote the independence of the
board of directors, transparency, corporate
governance, and internal control.
Plan to convene the board of directors and its
agenda at least prior 7 days before the meeting
with sufficient meeting information to facilitate
the directors to understand the contents of the
relevant issues and conflict of interests in
advance.
To registry the date of the shareholders'
meeting every year, and to issue the meeting
notice, annual report and handbook in both
English and Chinese. The relevant documents
shall be approved by the vice president and
president.
None

-44-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
To survey the board’s performance
evaluation and report to the board of directors
annually.
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders, as well as handle all the
issues they care for in terms of corporate social
responsibilities?
V The Company provides “Stakeholder Area”
section of the Company’s website for the
communication channel with shareholders and
stakeholders with respect to any CSR issues.
http://www.acc.com.tw/
None
6. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?
V The Company designates stock agency, Oriental
Security Corporation, to deal with shareholder
affairs.
None
7. Information Disclosure
(1) Does the company have a corporate website to
disclose both financial standings and the status
of corporate governance?
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
V
V
The Company has set up a Chinese/English
website (www.acc.com.tw) to disclose
information regarding the Company’s financials,
business and corporate governance status.
The Company has assigned a spokesman or his
deputy to handle information collection and
disclosure.
The Company will also convene the institutional
investors’ conference upon request and post
relevant information on MOPS and ACC
website. Please refer to Section 3.3.5 8(2)
Investor Relations of this Annual Report.
None
None

-45-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
8. Is there any other important information to facilitate
a better understanding of the company’s corporate
governance practices (e.g., including but not limited
to employee rights, employee wellness, investor
relations, supplier relations, rights of stakeholders,
directors’ and supervisors’ training records, the
implementation of risk management policies and
risk evaluation measures, the implementation of
customer relations policies, and purchasing
insurance for directors and supervisors)?
V (1) Status of employee rights and employee
wellness:
Please refer to the “Section 5.5 Labor
Relation” of this Annual Report.
(2) Investor Relations:
For the efficient communication between
investors and the Company, in addition to
the spokesman or his deputy, the Company
specifies its Finance Department to serve
as investor relation contact. Moreover, the
Company will attend or hold investor
conference if necessary. In order to ensure
the information symmetry of disclosure,
the Company will post relevant
information and materials to MOPS and
the Company's website.
(3) Supplier relations:
The Company regards our suppliers as
partners. Except requiring good service,
high quality, and reasonable prices to our
suppliers, the Company also brings our
construction contractors into its safety
management system, and set up safety
regulations for contractors, such as access
control and issuing construction
permission, and holds training courses to
help contractors fulfill safety requirements.
(4) Stakeholders’ Rights:
For the transparency and timely disclosure
of the Company,the information of
None

-46-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
finance, business, and corporate
governance could be accessed on the
Company’s website and MOPS in both
Chinese and English.
(5) The training for directors:
Please refer to section 3.3.8 for detail.
(6) Risk managements and assessments:
Based on the principles of “protecting
assets, promote interests, reducing
damages and ensuring sustainable
development" of the Company, the
Company forms its company organization
with functions of risk management. Please
refer to section 3.1.2 for detail. Besides of
routine business goals, each departments of
the Company would timely adjust to
rapidly-changing world for risk
management.
(7) Customer policy:
The Company serves its customers with the
principles of “good service, high quality,
and reasonable prices, and
customer-oriented”. The Company will
also meet all customers’ need by stringent
quality control.
(8) Responsibility insurance purchase for
directors and supervisors: None.
However, since some listed companies of
the Far Eastern Group have purchased
responsibilityinsurance for directors and

-47-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
supervisors, the Company will report this
matter to the Board for decision-making.
9.
Base on the result of ”Corporate governance
Evaluation” announced by TWSE ( Taiwan Stock
Exchange Corporation) in a recent year to
illustrate the status of matters have been already
improved and priority measures to reinforce
matters haven’t been improved
V The Company was ranked 6%~20% in “the 2017
Corporate Governance Evaluation” by the
TWSE. This year will focus on improving
non-scoring items: Director's Liability Insurance
and explicit dividend policy. The Company will
hereby amend the Incorporation Article of the
Companyin 2018.
None

-48-

3.3.6 The Composition, Duty, and Implementation Status of the Remuneration Committee

1. Professional Qualifications and Independence Analysis of Members of the Remuneration Committee

Position1 Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together with at Least
FiveYears Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
FiveYears Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
FiveYears Work Experience

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2
Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Members of the
Remuneration
Committee
Note3
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance,
Accounting, or Other
Academic Department Related
to the Business Needs of the
Company in a Public or
Private Junior College,
College orUniversity
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed a
National Examination and been
Awarded a Certificate in a
Profession Necessary for the
Business ofthe Company
Have Work Experience in
the Areas of Commerce,
Law, Finance, or
Accounting, or Otherwise
Necessary for the
Business of the Company
1 2 3 4 5 6 7 8 9 10
Independent
Director
Chi Schive V V V V V V V V V V V V 1 Yes
Other L.Z. Dong V V V V V V V V V V V V 2 -
Other S.Y. Su V V V V V V V V V V V 1 -
Other M.X. Lin V V V V V V V V V V V 1 -

*The term of the Remuneration Committee started on June 27, 2017.

Note1: Please specify the members’ position: director, independence director or others.

Note2: Please tick the corresponding boxes if each member has been any of the following during the two years prior to being elected or during the term of office.

  1. Not an employee of the Company or any of its affiliates.

  2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary.

  3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.

  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

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

  7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  8. Not been a person of any conditions defined in Article 30 of the Company Act.

  9. Note3: If the member is a director, please specify whether he/she fulfills the qualification set in the paragraph 5, Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded over the Counter.”

-49-

2. Implementation Status of the Remuneration Committee

There are 4 members of the Remuneration Committee. Their terms of office start from June 27, 2017 to June 26, 2020. Totally, 2 meetings of the Remuneration Committee were held in the latest year. Members’ attendance condition was as follows:

Position Name Attendance
in Person
Attendance
in Proxy
Attendance rate Notes
Convener Chi Schive 2 0 100 Incumbent
Member L.Z. Dong 2 0 100 Incumbent
Member S.Y. Su 2 0 100 Incumbent
Member M.X. Lin 2 0 100 Incumbent
Other mentionable items:
1. If the board of directors declined to adopt, or modified a recommendation of the Remuneration
Committee, please specify the date, term, content, resolution, and the Company’s processing
situations for Remuneration Committee’s resolution: None.
2. If any objections or reservations expressed by any committee member in record or in written to
Remuneration Committee’s resolution, please specify the date, term, content, and the
committee’sprocessingsituations for objections or reservations: None.

-50-

3.3.7 Corporate Social Responsibility

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No
Abstract Explanation
1. Corporate Governance
Implementation
(1) Does the company
declare its corporate
social responsibility
policy and examine the
results of the
implementation?
V The Company enacted “Corporate Social Responsibility Policy” on Nov. 11,
2014 and published first CSR report on Dec. 2014. These have been disclosed on
the Company’s website.
The CSR Committee (operated by the Secretarial Department) will report to the
Board on May and November about the implement status and review of the CSR
policy. The Company also briefed to the shareholders' meeting held on June 27,
2017 on the CSR implement plans and its results which is disclosed in the
Company's website and CSR Report .
The performance and awards for the CSR report lists as following:
a.
The Company is listed in “TWSE Corporate Governance 100 Index”.
b.
Grade B for Carbon Disclosure Project.
c.
The Company’s CSR Report was awarded “Top 50 Corporate
Sustainability Report-Gold Award”, TCSA.
d.
The Company was awarded “Top 50 Corporate Sustainability Award -
Comprehensive Performance”, TCSA.
e.
The Company is recognized as a constituent of the FTSE4Good TIP
Taiwan ESG Index by Taiwan Index Company and FTSE Russell.
f.
Greening area of the quarry increased 2.8 hectares to 61.3 hectares totally
with planting 4,337 trees.
g.
The Quarry's Green Sustainable Action Plan was awarded the “Asia
Responsible Enterprise Awards” by the Enterprise Asia.
h.
Greenhouse gas reductions reached 18,601 MT of CO2e. The Company
was award “Excellent Company for Voluntary Reduction of Greenhouse
Gas Emissions” by the Industrial Development Bureau, MOEA.













None

-51-

(2) Does the company
provide educational
training on corporate
social responsibility on a
regular basis?
V i.
The Hsinchu and Hualien plant process water recovery rate exceeds 85%.
j.
Visitors for our Butterfly Garden the Ecological Park: 7,010 people.
k.
Promote after-school classes for Indigenous students and volunteers’
reading program via video conferences.
l.
The Company provides household electricity subsidy and professional
engineering teams for home improvement services adjacent to the quarry.
m. The Company is rated as “Taiwan Top Salary 100 Index”, TWSE.
n.
The Company conducted an employee satisfaction survey for the first time.
The top three most satisfied items were: working environment and safety,
team work, and working hours and benefits.
Human Development Center of the Far Eastern Group regularly provides training
for directors, supervisors, managers and staff about CSR topics
On July 13, 2017 and December 26, 2017, the Far East Enterprise Group
Manpower Development Center held the "Directors’ and Supervisors’
Corporate Governance Workshop."
In April 2016, the E-learning course was promoted: CSR workplace ethics.
On April 26, 2017, Dr. Li Cuiping of the Department of Politics of Nation
Chung Cheng University was invited to lecture "Corporate Social
Responsibility in the environmental protection perspective."
HR Department of the Company also irregularly provides CSR-related seminars.
New colleagues are asked to acceptE-learning courses: CSRworkplace ethics









None
(3) Does the company
establish exclusively (or
concurrently) dedicated
first-line managers
authorized by the board to
be in charge of proposing
the corporate social
responsibility policies and
reporting to the board?


V
CSR Committee established on Nov. 11, 2014 and is responsible for
investigating and identifying CSR issues (operated by the Secretarial
Department).
The CSR Committee (operated by the Secretarial Department) will report to the
Board on May and November about the implement status and review of the CSR
policy. The Secretarial Department will report the effectiveness about CSR
activity twice a year.





None
(4) Does the company
declare a reasonable
salaryremuneration
V Except for consideration of education, work experience, license or permits, and
professional technology, the Company’s salary remuneration policy will not
discriminate anyemployee regardless ofgender,age,race,religion,marital,and



None

-52-

policy, and integrate the
employee performance
appraisal system with its
corporate social
responsibility policy, as
well as establish an
effective reward and
disciplinary system?
family status.
The Company has a fair and reasonable salary payment system, and participates
in market salary surveys annually to ensure that the Company lists among the
highest salaries range within the cement industry.
The Company is rated as "Taiwan Top Salary 100 Index", TWSE in 2017.
Both our Hsinchu and Hualian Plant have signed collective agreement with
employees. The Company and the Labor Union received “Excellence
Recognition for its collective agreement with employees” (Ministry of Labor).
Employees’ performances are reviewed based on their working performance,
training achievements, and volunteer service according to the Company’s
employees working rule. There is a clear reward and punishment system. Please
refer to "Human resources" and "Employeewelfare" in ourCSR report.






2. Sustainable Environment
Development
(1) Does the company
endeavor to utilize all
resources more efficiently
and use renewable
materials which have low
impact on the
environment?
V For many years, the Company is devoted to enhance its utilization efficiency of
resources and to use renewable materials, such as slag and gypsum from
steelworks and power plants. This can greatly reduce the need for natural
resources.



None
(2) Does the company
establish proper
environmental
management systems
based on the
characteristics of their
industries?
V In November 1996, the Hualien plant of the Company became one of the first
organizations in Taiwan to receive ISO-14001 certification. This management
system was completed by the Hualien plant personnel itself based on the Plant’s
good practice on environmental protection, and this has turned the Plant into a
role model of Eco-friendly cement manufacturer.




None

-53-

(3) Does the company
monitor the impact of
climate change on its
operations and conduct
greenhouse gas
inspections, as well as
establish company
strategies for energy
conservation and carbon
reduction?
V The Hualien plant was the pioneer for implement ISO 14064-1 greenhouse air
emission inspection since 2003. The Plant was awarded “Excellent Company for
Voluntary Reduction of Greenhouse Gas Emissions” in 2009, 2011, 2013, 2015,
2016, and 2017 by the Industrial Development Bureau, MOEA.
Please refer to our CSR report for more information.



None
3. Preserving Public Welfare
(1) Does the company
formulate appropriate
management policies and
procedures according to
relevant regulations and
the International Bill of
Human Rights?
(2) Has the company set up
an employee hotline or
grievance mechanism to
handle complaints with
appropriate solutions?
V
V
The Company fully complies with Labor Standards Law and other regulations,
emphasizes the balance between working, family and leisure life, and prohibits
child labor and all other forms of forced labor and discrimination.
In order to establish gender equality in the workplace, the Company provides
parental leave without pay system, while provides family care leave,
physiological leave, maternity leave, paternity leave and lactation rooms.
The Company provides health examination, health seminars, and Employee
Assistance Program (EAP) service by Hsinchu Lifeline Association, EAP
Center, which offers professional counsel to all issues that employees may meet,
such as career development, family issues, and interpersonal relationship. Please
refer to 5.5 “Labor Relations” of this report and "Human resources" and
"Employee welfare" in our CSR report.
According to our CSR Policy, Human Resource Committee formulated
corporate human rights policies, and regularly assesses the impact of company
operations and internal management on human rights, and formulated a
corresponding procedure.
Inordertoimplement the Company's“Codes of EthicalConduct”and












None
None

-54-

“Principles for Ethical Management”, the Board enacted “Working Procedures
for Reporting Illegal, Unethical, and Dishonest Issues”, and also enacted
"Complainant rules for employees”.
According to the above rules, the Company will treat all complaint
confidentially and protect whistleblowers. The identification informants of
whistleblowers will be kept confidential. The Company will also ensure that
whistleblowers won’t be revenged because of reporting improper issues.
Alleged violator has the right to appeal to the investigation team while
investigation will be made by the HR Committee if necessary.
Employees could also file a complaint via the Labor Union.
There is no complaint brought to us in 2017.
Above mentioned rules are disclosed on the Company’s website.






(3) Does the company
provide a healthy and
safe working
environment and organize
training on health and
safety for its employees
on a regular basis?

V
Please refer to Section 5.5 “Labor Relation” for detail. None
(4) Does the company setup
a communication channel
with employees on a
regular basis, as well as
reasonably inform
employees of any
significant changes in
operations that may have
an impact on them?
V Managers of each department and plants of the Company attend managerial
meeting weekly and monthly. Each department also hold regular meeting for
employees to attain and participate in company’s operation and decision-making.
The Company also regularly organized meeting with labor representatives. This
will allow employees to understand any significant impact on the changes of
operation.
In 2003, in response to Hsinchu plant's mining rights expired, there was a need
for layoffs. The company informed the union representatives in detail and the
incident eventually ended in peace. The fundamental reason is that the
Company faithfully notifies employees of operational changes that may have a
significant impact.
In 2018, the Hsinchu plant struggling over 15 years had to lay off again due to
thehighcost of rawmaterials.Thislayoff hasnot caused any controversy.










None

-55-

On May, 2014, the Company was awarded “Excellence Recognition for its
collective agreement withemployees”by theMinistry of Labor.
(5) Does the company
provide its employees
with career development
and training sessions?
V For employees’ career development and training sessions, in addition to relevant
management skills, the Company provides systematic training courses to
strengthen the employees’ abilities and enhance the competitiveness of both
employees and corporation.
Recently, the Company cooperates with Yuan Ze University to conducts
employee career development training programs for a 2-years period.
Please refer to our CSR report for more information.




None
(6) Does the company
establish any consumer
protection mechanisms
and appealing procedures
regarding research
development, purchasing,
producing, operating and
service?
(7) Does the company
advertise and label its
goods and services
according to relevant
regulations and
international standards?
V
V
The Company serves our customers with the principles of “customer-oriented
good service, high quality, and reasonable prices”.
To protect consumers’ rights, the Company sets up consumer services to manage
consumers’ complaints from domestic and oversea clients. The Hsinchu and
Hualien plants will manage our product quality to meet all customers’ need.
Domestic and Foreign Sale Departments have set up "management practices for
customer satisfaction" which establishes an effective communication channel for
our clients.
The Company has set up a standard operation procedure dealing with customers’
complaint and protects consumers’ health and safety. Besides, the Company will
keep the transparency of information to meet customers’ need while consumers’
personal information will be kept security according to Personal Information
Protection Act.
All products and services of the Company are advertised and labeled according
to relevant regulations and international standards.
Asia Cement received CNS Mark for Portland Cement (Type 1) since Sep. 22,
1961. Thus, the Company received "Special Honor for CNS Mark" for using
CNS Mark more than 50 years on Oct. 2011.
The trademark of “Skyscraper Cement” of the Company is registered pursuant to
the Trademark Law.
All authorized uses of “Skyscraper Cement” to our subsidiaries in China are
approved by China’s Trademark Office of the State Administration for Industry
and Commerce.















None
None

-56-

(8) Does the company
evaluate the records of
suppliers’ impact on the
environment and society
before taking on business
partnerships?
V Our Purchasing Department has "supplier evaluation procedures". Suppliers
certified with ISO-9000, CNS marks, or other quality inspection mark will be
rated as excellent suppliers.
Furthermore, the Purchasing Department will assess the past impact of the
supplier on CSR issues, such as ethics behaviors, legal compliance, matters
relating to the health and security. This would be important basis for contractor
selection.
Please refer toSection3.3.5“Supplier relations” fordetail.
None
(9) Do the contracts between
the company and its
major suppliers include
termination clauses
which come into force
once the suppliers breach
the corporate social
responsibility policy and
cause appreciable impact
on the environment and
society?

V
Upon the signing of any contract, the Company will require every supplier to
follow labor laws, avoid environmental hazards, and commit to CSR policy.
Whenever violation occurs, the Company has the right to terminate the contract.
Please refer to our CSR report for more information.
None
4. Enhancing Information
Disclosure
Does the company disclose
relevant and reliable
information regarding its
corporate social
responsibility on its website
and the Market Observation
Post System (MOPS)?
V The Company will disclose CSR-relevant information on our web site and
MOPS.
We also utilize investor conference, shareholders meeting, investor relations,
hearings, conferences with government representatives to achieve close
engagement with all stakeholders.
Our CSR report haves been published both on our website and MOPS. We wish
this will be helpful for every stakeholder to understand our commitments to all
sustainability issues.
None
5. If the Companyhas established the corporate social responsibility principles based on “the Corporate Social ResponsibilityBest-Practice Principles

-57-

for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: None.

  1. Other important information to facilitate better understanding of the company’s corporate social responsibility practices Please refer to Section 5.4 “Expenditures on Environmental Protection” of this annual report and our CSR report for more information. Please refer to our CSR report for more information.

  2. A clear statement shall be made below if the corporate social responsibility reports were verified by external certification institutions: The Company’s CSR report was prepared in accordance with the GRI Standards and verified by SGS Taiwan Limited in according with AA 1000 Assurance Standard.

3.3.8 Implementation Status of Ethical Management

3.3.8 Implementation Status of Ethical Management
Evaluation Item Implementation Status1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management
policies and programs
(1) Does the company declare its ethical corporate
management policies and procedures in its
guidelines and external documents, as well as
the commitment from its board to implement the
policies?
(2) Does the company establish policies to prevent
unethical conduct with clear statements
regardingrelevant procedures, guidelines of
V
V
“Codes of Ethical Conduct” and “Principles for
Ethical Management” of Asia Cement Corporation
have been adopted by the 5thmeeting of 24thBoard
of Directors on June 27, 2012 and reported to the
2013 shareholders’ meeting. The Company has
post “Codes of Ethical Conduct” and “Principles
for Ethical Management” on the Company’s
intranet for compliance.
The Company has also promoted “Codes of
Ethical Conduct” and “Principles for Ethical
Management” to its suppliers and contractors.
For the purpose of developing a corporate culture
of ethical management and preventing unethical
conduct,HR Department enacted“Working

None
None

-58-

Evaluation Item ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
conduct, punishment for violation, rules of
appeal, and the commitment to implement the
policies?
(3) Does the company establish appropriate
precautions against high-potential unethical
conducts or listed activities stated in Article 2,
Paragraph 7 of the Ethical Corporate
Management Best-Practice Principles for
TWSE/TPEx Listed Companies?
V procedures and Guidelines for Ethical
Management”. It clearly expresses all kinds of bad
faith conducts, preventions, and punishments for
violators.
In order to implement the Company's “Codes of
Ethical Conduct” and “Principles for Ethical
Management”, the Board enacted “Working
Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”, and also enacted "Complainant
rules for employees”.
Above mentioned rules are disclosed on the
Company’s website (http://www.acc.com.tw/).
The Company establish precautions for directors,
supervisors, managers, employees for preventing
high-potential unethical conducts:
a. Set a standard distinguishing improper
benefits,
b. Set procedures for political donations,
c. Set procedures for charity donations or
sponsorship,
d. Set reporting and handling procedures to avoid
job-related conflicts of interest,
e. Set an information firewall to prevent sensitive
information or undisclosed information and to
prevent the use ofthenon-disclosed
None

-59-

Evaluation Item ImplementationStatus 1 ImplementationStatus 1 ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
information in insider trading,
f. Set working procedures dealing with dishonest
actions involved by suppliers, customers, and
trading partners and others,
g. Set working procedures dealing with violators
of Principles for Ethical Management,
h. Set punishment for violators and reward for
whistleblowers.
2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’
ethical records and include ethics-related clauses
in business contracts?
(2) Does the company establish an exclusively (or
concurrently) dedicated unit supervised by the
Board to be in charge of corporate integrity?

V
V
All suppliers of the Company signed "Codes of
Conduct and Commitment Statement for
Suppliers". We will review, rate, and eliminate our
suppliers based on past evaluation records and
their implementations of CSR affairs.
For fully implementation, the Purchasing
Department has urged all suppliers to comply with
our “Codes of Ethical Conduct” and “Principles
for Ethical Management”. The Purchasing
Department will include this item into commercial
terms.
The HR Department is responsible for formulating
policy and supervising ethical management for the
Company. It will report the implementation status
to the Board on a regular basis.
None
None

-60-

Evaluation Item ImplementationStatus 1 ImplementationStatus 1 ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
Yes No Abstract Illustration
(3) Does the company establish policies to prevent
conflicts of interest and provide appropriate
communication channels, and implement it?
(4) Has the company established effective systems
for both accounting and internal control to
facilitate ethical corporate management, and are
they audited by either internal auditors or CPAs
on a regular basis?
V
V
In addition to report implementation status of
ethical management to the Board, the HR
Department will also report to independent
directors.
The Company provides that no manager shall
engage in any affairs with conflicts of interest to
the Company unless otherwise released restriction
by the Board and the shareholders’ Meeting.
All members of our Board of Directors are highly
disciplined. Once there are conflicts of interests,
such member will not participate in discussion and
voting of the issue according to relevant regulation
and keep it in the meeting minutes.
The Company also has standard procedures for
employees to report any potential conflicts of
interests.
The Company has a strict accounting system and
dedicated accounting department. For ensuring
accuracy and transparency, all financial statements
are audited or reviewed by Deloitte & Touche in
accordance with relevant regulation. In order to
implement “Regulations Governing Establishment
of Internal Control Systems byPublic Companies"
None
None

-61-

Evaluation Item ImplementationStatus 1 ImplementationStatus 1 ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
Yes No Abstract Illustration
(5) Does the company regularly hold internal and
external educational trainings on operational
integrity?
V and "Principles for Ethical Management", the
Company has set up the Auditing Department
which established its internal control system. And
the Audit Department will regularly review and
revise the internal control system. In addition, the
Audit Department will develop and implement its
annual internal audit plan in accordance with risk
assessment.
To establish corporate culture of ethical
management and prevent unethical behaviors, the
Company holds internal training sections for
employees understanding our commitment to
ethical management and policies.
Our “Codes of Ethical Conduct”, “Principles for
Ethical Management”, and relevant regulations
have been posted on the Company's website and
internal bulletin board.
None
3. Operation of the integrity channel
(1) Does the company establish both a
reward/punishment system and an integrity
hotline? Can the accused be reached by an
appropriate person for follow-up?
(2) Does the companyestablish standard operating
V
V
The Board of Directors enacted “Working
Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”, and also enacted “Complainant
rules for employees” on May 13, 2015. Alleged
violator has the right to appeal to the investigation
teamwhile investigation hearingcould be made if
None

-62-

Evaluation Item ImplementationStatus 1 ImplementationStatus 1 ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
procedures for confidential reporting on
investigating accusation cases?
(3) Does the company provide proper whistleblower
protection?
V necessary.
According to the above rules, the Company will
treat all complaint confidentially and protect
whistleblowers. The identification informants of
whistleblowers will be kept confidential. The
Company will also ensure that whistleblowers
won’t be revenged because of reporting improper
issues.
Above mentioned rules are disclosed on the
Company’s website.
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and
MOPS?

V
Our “Codes of Ethical Conduct”, “Principles for
Ethical Management”, and relevant regulations
have been posted on the Company's website and
internal bulletin board.
The Company has designated employees
responsible for disclosing relevant information on
MOPS and the Company's website
(http://www.acc.com.tw).
Since the adoption of Principles for Ethical
Management,there is no violation needed to be
None

-63-

Evaluation Item ImplementationStatus 1 ImplementationStatus 1 ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
disclosed.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
No Discrepancies.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and
amend its policies).
The Company treats its employees and business partners with the highest standards of ethical conducts. Any bribery or unethical conducts
made byits employees orsuppliers willbe punished, suchas disposition,rejectionoftransaction, or legalprosecution.
  • Access to Corporate Governance Best-Practice Principles and relevant regulations: Please visit the Company's website at http://www.acc.com.tw.

  • Any other important information to facilitate better understanding of the Company’s corporate governance practices: None.

  • During the most recent fiscal year and the current fiscal year up to the date of printing of this annual report, any punishment occurred for the Company and its employees violating laws, and any punishment, fault and improvement occurred for the Company’s employees against the regulations of Internal Audit System: None.

  • To appoint certified accountants to audit internal audit system: None.

-64-

3.3.9 The Training for Directors

3.3.9 The Training for Directors
Name Date Organizer Course Title and Lecturer Hours
Directors
Douglas Tong Hsu
Tsai Hsiung Chang
Johnny Shih
Kun Yen Lee
Connie Hsu
Kwan-Tao Li
Champion Lee
Chin-Der Ou
Independent Directors
Ta-Chou Huang
Chi Schive
GordonS.Chen
Jul.13,2017 Taiwan Academy of
Banking and Finance
Board Operations Practice and
Corporate Governance Workshop
3
Directors
Douglas Tong Hsu
Tsai Hsiung Chang
Johnny Shih
Peter Hsu
Kun Yen Lee
Connie Hsu
Champion Lee
Chin-Der Ou
Kwan-Tao Li
Independent Directors
Ta-Chou Huang
GordonS.Chen
Dec.26,2017 Taiwan Academy of
Banking and Finance
Board Operations Practice and
Corporate Governance Workshop
3
Directors
Peter Hsu
Jul.28,2017 Corporate Governance
Association
Corporate
Governance
and
Directors' Duties and Obligations
Under theSecurities Exchange Act
3
Directors
C.V.Chen
Sep.15,2017 Corporate Governance
Association
Notice for Anti-tax avoidance and
anti-money laundering
3
Directors
C.V.Chen
Nov.9,2017 Corporate Governance
Association
Analysis of the New Tax Reform
System
3
Directors
Ruey Long Chen
Mar.15,2017 Corporate Governance
Association
Introduction to the draft amendment
to the company law
1.5
Directors
Ruey Long Chen
Jul.26,2017 Corporate Governance
Association
The legal responsibility of the
directors and supervisors of
mergers and acquisitions
1.5
Directors
Ruey Long Chen
Aug.4,2017 Corporate Governance
Association
Case
Sharing
for
Knowledge
Management
1.5
Directors
Ruey Long Chen
Aug.9,2017 Corporate Governance
Association
Corporate
Governance
and
Criminal Risk Management
1.5
Directors
Ruey Long Chen
Aug.14,2017 Corporate Governance
Association
An Analysis of the Taxation of
Dividend
Income
and
the
Integration of the Two Taxes
1.5
Directors
Ruey Long Chen
Nov.9,2017
Nov.10,2017
Corporate Governance
Association
Analysis of the New Tax Reform
System
3
Independent Directors Sep.15,2017 Corporate Governance Notice for Anti-tax avoidance and 3

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ChiSchive Association anti-moneylaundering
Independent Directors
Gordon S.Chen
Oct.25,2017

Corporate Governance
Association
The 13th Taipei Corporate
Governance Forum
6

3.3.10 The Training for Managers

Title Name Date Organizer Course Title and Lecturer Ho
urs
Deputy Chief
Auditor
W.H.Yeh Jan.12,2017 The Institute of
Internal
Auditors-Chinese
Taiwan
Major financial corruption cases
(Inside-line transactions, interest transfer,
manipulation of stock prices, irregular
transactions,etc.)and legal risks
6
Feb.16,2017 The Institute of
Internal
Auditors-Chinese
Taiwan
Personal Data Protection Act (February
2016 revision) introduction and case
studying
6
Manager Nancy Kao Aug.28,2017-
Aug.29,2017
Accounting
Research
and
Development
Foundation
Training
Courses
for
accounting
managers
12
President
Chief Executive
Vice President
Executive
Vice President
Vice President
Vice President
General Plant
Manager
Plant Manager
Senior Assistant
Vice President
Assistant
Vice President
Deputy Chief
Auditor
Manager
Manager
Manager
Special Assistant
Kun Yen Lee
Y.F.Chang
Doris Wu
C.M.Chen
W.K.Chou
Z.P.Chang
Z.H.Qiu
T.L.Yu
C.P.Sue
W.H.Yeh
M.C.Chen
Manfred Wang
Nancy Kao
T.M.Chen
Jan.6,2017
Mar.17,2017
Jul.28,2017
Oct.6,2017
Asia Cement Introduction to financial statements
Lecturer: Hsiou-Wei Lin, Professor of
International Businesss at NTU
Information Technology Application
Lecturer: Chen, ja-shen, Professor of
College of Management at YZU
Case Analysis of Group Governance
Lecturer: Yin-Hua Yeh, Professor and
Institute of Finance at NCHU
Core competencies and business model
of High-performance Enterprise
Lecturer: Jason Hsu, Lecturer of
Leadership Program at NTU
12
Chief Executive
Vice President
Vice President
Vice President
Senior Assistant
Vice President
Assistant
Vice President
Manager
Manager
Manager
Special Assistant
Y.F.Chang
C.M.Chen
W.K.Chou
T.L.Yu
C.P.Sue
M.C.Chen
Manfred Wang
Nancy Kao
T.M.Chen
Jul.13,2017 Taiwan Academy
of Banking and
Finance
Board Operations Practice and Corporate
Governance Workshop
3
Chief Executive
Vice President
Vice President
Y.F.Chang
W.K.Chou
Dec.26,2017 Taiwan Academy
of Banking and
Finance
Board Operations Practice and Corporate
Governance Workshop
3

-66-

Vice President C.M.Chen
Senior Assistant T.L.Yu
Vice President
Assistant C.P.Sue
Vice President
Special Assistant T.M.Chen
Manage Manfred Wang

-67-

3.3.11 the Execution Status of Internal Control System

Asia Cement Corporation Statement of Internal Control System

Date: March 23, 2018

Asia Cement Corporation (ACC) has conducted a self-inspection of internal control system during 2017. The results are as follows:

ACC acknowledges that the implementation and maintenance of internal control system is the responsibility of Board of Directors and managerial level, and ACC has established such system. It is aimed to reasonably ensure that the goals such as effective and efficient operations (including profitability, performance, and safeguard of assets), the reliability, timeliness, transparency, and regulatory compliance of reporting , and the compliance with applicable laws and regulations are achieved.

The internal control system has its inherent limitations; whatever a perfect design is, an internal control system can provide only reasonable assurance that the above-mentioned goals will be achieved; besides, owing to the change of environment and circumstances, the effectiveness of internal control system will be changed accordingly. However, the internal control system of ACC is equipped with self-monitoring mechanisms and ACC will take corrective action once defect is identified.

According to the criteria for the internal control system as specified in “Guidelines for Implementation of Establishing Internal Control System by Public Listed Companies”(hereinafter referred to as “Guidelines,”) ACC evaluates the effectiveness of its internal control system. The said Guidelines divide internal control system into five components: (1) Control Environment, (2) Risk Assessment, (3) Control Operations, (4) Information and Communication, and (5) Monitoring. Each component includes certain items. For the foregoing items, please refer to “Guidelines”.

ACC has adopted the aforesaid criteria for internal control system to evaluate the effectiveness of design and implementation of internal control system.

Based on the findings of the evaluation mentioned in the preceding paragraph, ACC believes that as at December 31, 2017 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, the reliability, timeliness, transparency, and regulatory compliance of reporting , and the compliance with applicable laws and regulations, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

This statement comprises the entire annual report and public brochure, and will be publicly disclosed. If the aforesaid statement has any unlawful attempt such as pretence and concealment, ACC will assume the legal responsibilities according to Article 20, 32, 171 and 174 of Securities and Exchange Law.

This statement has been approved by ACC Board of Directors at the meeting of March 23, 2018 with 15 directors in presence and none disagreement with the content of this statement.

Asia Cement Corporation Chairman: Douglas Tong Hsu President: K.Y. Lee

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3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings

1. Major resolution of 2017 Regular Shareholders’ Meeting

Date Major resolutions
2017/06/27 1. Acceptance of 2016 financial statements and consolidated financial statements
2. Acceptance of the proposal for distribution of 2016 profits.
3. Amendment to “Articles of Incorporation of Asia Cement Corporation”.
4. Amendment to “Election Rules for Directors and Supervisors”
5. Amendment to “Procedure for Acquisition and Disposal of Assets”, “Procedure
for Making Endorsements and Guarantees”, and “Procedure for Loan to
Others”.
6. To Elect Directors and Independent Directors.
7. Proposal for Release the Prohibition on Directors from Participation in
Competitive Business.
Execution
Status
Major resolutions of the Shareholders’ meeting have been fully implemented.
1. The record date for distribution of 2016 profits was Sep. 5, 2017. Cash
dividends have been distributed on September 27, 2017.
2. Amendment to “Articles of Incorporation” and the election of Directors and
Independent Directors have been approved by MOEA on July 26, 2017
3. Relevant amendments have been disclosed on our website.

2. Major Resolutions of the Board of Directors

Totally 9 meetings of the Board of Directors were held in the period from Jan. 1, 2017 to May 11, 2018. Directors have no opposition to major resolutions in this period. Regarding the items listed in Article 14(3) of the Securities Exchange Act, all attended independent directors approved without disagreement.

Date Major resolutions
2017/02/22 1. To discuss the possibility that the Company mandate Pre-Conditional Share/Right
Purchase Agreement with the shareholders/beneficiaries of CSI to acquire
ShanshuiCement' shares.
2017/03/07 1. To approve Pre-Conditional Share/Right Purchase Agreement with the
shareholders/beneficiaries ofCSI to acquireShanshuiCement' shares.
2017/03/23 1. Acceptance of the 2016 employees’ compensation and Directors’ and
Supervisors’ remuneration.
2. Acceptance of 2016 financial statements and consolidated financial statements.
3. Acceptance of the proposal for distribution of 2016 profits.
4. Acceptance of 2017 business budget.
5. Acceptance of 2017 CPA service fee of Deloitte & Touche.
6. Proposal to Elect Directors and Independent Directors.
7. To convene 2017 regular shareholders' meeting.
8. Proposal for Release the Prohibition on Directors from Participation in
Competitive Business.
9. Acceptance to issue 2016 Statement of Internal Control System.
10. To issue non-guaranteed bond up to NT$ 10 billion.
11. To issue non-guaranteed overseas convertible bond up to USD 400 million.
12. To issue Cross Currency Swap for USD 400 million.
13. Amendment to “Articles of Incorporation of Asia Cement Corporation”
14. Amendment to “the Working Procedures for the Acquisition and Disposal of
Assets”.
15. Amendment to “the Procedure for MakingEndorsements and Guarantees”

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16. Amendment to “the Procedure for Loans of Funds to Others”
17. Amendment to relevant rules and procedures for the Company’s establishment of
an Audit Committee to replace the Supervisors.
18. To donate NT $5,000,000 to the Far Eastern Y.Z. Hsu Science and Technology
Memorial Foundation.
2017/05/11 1. Acceptance of 2016 Business Report.
2. Acceptance of the review for the candidates of directors and independent
directors.
3. Amendment to “the Working Procedures for the Acquisition and Disposal of
Assets”.
2017/06/27 1. Douglas Dong Hsu was elected as the chairman of the 26thBoard of Directors.
2. The appointment of independent directors Chi Schive (convener), L.Z. Dong,
S.Y. Su,M.X. Lin as the members of the CompanyRemuneration Committee.
2017/08/10
1. To decide the date for distribution of cash dividends and the closing date for
stock transference.
2. Amendment to the "internal control system" and "its implementation byrules".
3. Amendment to the “Meeting Rules of Board of Directors” and “Organizational
Rules of the Audit Committee” of the Company
4. Amended the company's “the Procedure Dealing with Internal Material
Information".
2017/11/08 1. To accept 2018 audit plan.
2. Amendment to the "internal control system" and "its implementation byrules".
2018/03/23 1. Acceptance of the 2017 employees’ compensation and Directors’ and
Supervisors’ remuneration.
2. Acceptance of 2017 financial statements and consolidated financial statements.
3. Acceptance of the proposal for distribution of 2017 profits.
4. Acceptance of 2018 business budget.
5. Acceptance of 2018 CPA service of Deloitte & Touche.
6. To convene 2018 regular shareholders' meeting.
7. Acceptance to issue 2017 Statement of Internal Control System.
8. To modify 2018 audit plan.
9. To issue non-guaranteed overseas convertible bond up to USD 500 million.
10. To issue Cross Currency Swap for USD 500 million.
11. Amendment to “Articles of Incorporation of AsiaCementCorporation”.
2018/05/11 1. To approve 2017 Business Report.

3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company : None.

◎The Board of Director approved “the Procedure Dealing with Internal Material Information of Asia Cement Corporation” on December 21, 2009 and modified on August 10, 2017. This Procedure has been posted on the Company’s electronic bulletin board.

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3.4 Information of CPA Service Fee

  1. Information of CPA service fee

Unit: NT$ thousands

Unit: NT$ thousands
Accounting
Firm
Name of
CPA
Audit
Fee
Non-audit Fee Audit period
System
design
Business
Registration

Human
Resource
Other
(Note)
Subtotal
Deloitte &
Touche
L.W. Kuo
7,200
0 10 0 1,150 1,160 01/01/2017-12/31/2017
Y. W. Fan

Note: Service fees mainly for tax consulting.

  1. If the audit fee in the year CPA firm changes is lower than that in the prior year, specify the amount of audit fee before and after and the reason: None.

  2. If the audit fee dropped year on year by more than 15%, specifies the amount, percentage, reason of the reduction: None.

  3. Change of CPA in recent two fiscal years and subsequent periods: None.

  4. The ACC Chairman, President, and managers who are responsible for finance and accounting do not have any position at CPA Firm or its affiliated companies in the most recent fiscal year.

3.5 Relevant licenses and certificates obtained about transparent financial

information

Department Name Title Licenses and Certificates
Finance Doris Wu Executive Vice President CPA,Taiwan and United States
Finance Yu LingYang Manager CPA,Taiwan and China
Finance Ya PingLi Manager CPA,Taiwan
Finance Yu De Liao Specialist Certified Internal Auditor
Certified Information Systems
Auditor
Finance Wei ZhongChen Assistant Section Chief Chartered Financial Analyst
Auditing Chi Wen Lu Assistant Specialist Certified Internal Auditor
Certification in Risk
Management Assurance
Accounting Jia NingHsu Senior Clerk CPA,Taiwan
Accounting GuangRen Peng Assistant Administrator CPA,United States

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3.6 Changes in Shareholdings and pledge of Directors, Supervisors,

Managers, and Shareholders with more than 10% Shareholding

1. Changes in Shareholdings:

Title Name Shareholding o n Dec. 31, 2016 Shareholding o n Apr. 29, 2017
Changes of
Shares
Changes of
Shares Pledged
Changes of
Shares
Changes of
Shares Pledged
Chairman DouglasTongHsu
Director Far Eastern New Century
Corporation1
T.H. Chang
JohnnyShih
C.V. Chen
Director Bai-Yang Investment Holdings
Corporation
Chin-Der Ou
Director U-Ding Corporation
K.Y.Lee
Director Far Eastern Y.Z. Hsu Science And
TechnologyMemorial Foundation
1,399,000
Peter Hsu
C.K. Chang
Director Ta Chu Chemical Fiber
Co.,Ltd
Ruey Long Chen
Director Huey Kang Investment
Corporation
Connie Hsu2 (9,000,000)
Director Far Eastern Medical
Foundation
Champion Lee
Director U-Ming Corporation
K.T.Li
Independent
Director
Ta-Chou Huang
Independent
Director
Chi Schive
Independent
Director
Gordon S. Chen
Supervisor Far Eastern Medical
Foundation
Champion Lee

1 The majority shareholder with holding more than 10% share of the Company.

2 The decrease is due to the adoption of stock trust.

-72-

Title Name Shareholding on Dec. 31, 2016 Shareholding on Dec. 31, 2016 Shareholding on Apr. 29, 2017 Shareholding on Apr. 29, 2017
Changes of
Shares
Changes of
Shares Pledged
Changes of
Shares
Changes of
Shares Pledged
Supervisor Bai-Yang Investment Holdings
Corporation
Chin-Der Ou
T.Y.Tung.
Supervisor U-Ming Corporation
K.T.Li
President K.Y.Lee
Chief Executive
VicePresident
Y.F. Chang
VicePresident Doris Wu
VicePresident C.M. Chen
VicePresident W.K. Chou
General Plant
Manager
Z.P. Chang
PlantManager Z.H. Qiu
Assistant Vice
President
C.P. Sue
Assistant Vice
President
T.L. Yu
Deputy Chief
Auditor
W.H. Yeh
Manager Manfred Wang
Special Assistant T.M. Chen
Accounting
Manager
Nancy Kao
  1. Shareholders transfer information: Since the relative transfer of shareholders is non-related person, so there is no information on this information.

  2. Shareholders pledge information: no shareholders pledged.

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3.7 Information Disclosing the Relationship between any of the Company’s Top 10 Shareholders

Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
Far Eastern New Century Corp.
Representative:
Douglas Tong Hsu
750,511,324 22.33% 0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Far Eastern Memory Foundation Chairman is the Director of
the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Fubon Life Insurance Co., Ltd.
Representative:
Richard M. Tsai
212,040,069 6.31% 0 0% 0 0% Far Eastern New CenturyCorporation Non-relatedparty
0 0% 0 0% Far Eastern Medical Foundation Non-relatedparty
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-relatedparty
0 0% 0 0% Yuan-Ze University Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
0 0% 0 0% Far Eastern Memory Foundation Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
Far Eastern Medical
Foundation
Representative:
Douglas Tong Hsu
181,566,797 5.40% 0 0% 0 0% Far Eastern New CenturyCorporation The Same Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Far Eastern Memory Foundation Chairman is the Director of
the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
China Life Insurance Co., Ltd.
Representative:
Alan Wang
51,193,172 1.52% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
~~New Century Corporation~~
Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Far Eastern Memory Foundation Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Labor Pension Fund Committee
of Far Eastern New Century
Corporation
50,835,049 1.51% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Far Eastern Memory Foundation Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Shin Kong Life Insurance Co.,
Ltd.
Representative: Wu Tung Chin
50,494,591 1.50% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-relatedparty
0 0% 0 0% Far Eastern Memory Foundation Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
Far Eastern Department Stores
Co., Ltd.
Representative:
Douglas Tong Hsu
50,000,492 1.49% 0 0% 0 0% Far Eastern New Century Corporation The Same Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Far Eastern Memory Foundation Chairman is the Director of
the Foundation
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Yuan-Ze University
Representative:
Douglas Tong Hsu
47,499,567 1.41% 0 0% 0 0% Far Eastern New Century Corporation The Same Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Far Eastern Memory Foundation Chairman is the Director of
the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Far Eastern Memory
Foundation
Representative:
Chu Shu-hsun
44,115,478 1.31 0 0% 0 0% Far Eastern New Century Corporation Director of the Foundation
is the Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation Director of the Foundation
is the Chairman
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Director of the Foundation
is the Chairman
0 0% 0 0% Yuan-Ze University Director of the Foundation
is the Chairman
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Yu Yuan Investment Co., Ltd
Representative:
C.M. Chen
43,268,479 1.29% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Far Eastern Memory Foundation Non-related party

3.8 Shareholding Proportion of ACC to Investees

Shareholding Proportion of ACC to Investees

Dec. 31,2017
Investments by ACC
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares

Shares

Shares

208,487,884 100.00%
-
0.00%
208,487,884 100.00%
90,000 100.00%
-
0.00%
90,000 100.00%
200,000,000100.00%
-
0.00%
200,000,000100.00%
595,576,603
99.99%
25,326
0.00%
595,601,929 99.99%
157,492,851
99.99%
6,839
0.00%
157,499,690 99.99%
26,128,171
99.94%
12,396
0.05%
26,140,567
99.99%
10,495,495
99.96%
2
0.00%
10,495,497
99.96%
29,517,188
99.82%
39,944
0.14%
29,557,132
99.96%
7,970,703
98.23%
123,243
1.52%
8,093,946
99.75%
53,250,000
25.00%
149,100,000 70.00%
202,350,000 95.00%
178,707,648
35.50%
259,921,77451.62%
438,629,42287.12%
16,241,083
83.81%
14,366
0.08%
16,255,449
83.89%
1,061,209,202
67.73%
72,024,298
4.60%1,133,233,500
72.33%
280,093,521
59.59%
1,100,069
0.24%
281,193,590 59.83%
5,100,000
51.00%
60,817
0.61%
5,160,817
51.61%
3,199,823
40.40%
660,000
8.34%
3,859,823
48.74%
34,640,189
43.60%
-
0.00%
34,640,189
43.60%
331,701,152
39.25%
20,523,219
2.43%
352,224,371 41.68%
135,092,154
18.93%
144,591,81020.26%
279,683,96439.19%
1,272,277,085
23.77%
548,565,442 10.25%1,820,842,527
34.02%
155,000,803
29.92%
515,024
0.10%
155,515,827 30.02%
Dec. 31,2017
Investments by ACC
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares

Shares

Shares

208,487,884 100.00%
-
0.00%
208,487,884 100.00%
90,000 100.00%
-
0.00%
90,000 100.00%
200,000,000100.00%
-
0.00%
200,000,000100.00%
595,576,603
99.99%
25,326
0.00%
595,601,929 99.99%
157,492,851
99.99%
6,839
0.00%
157,499,690 99.99%
26,128,171
99.94%
12,396
0.05%
26,140,567
99.99%
10,495,495
99.96%
2
0.00%
10,495,497
99.96%
29,517,188
99.82%
39,944
0.14%
29,557,132
99.96%
7,970,703
98.23%
123,243
1.52%
8,093,946
99.75%
53,250,000
25.00%
149,100,000 70.00%
202,350,000 95.00%
178,707,648
35.50%
259,921,77451.62%
438,629,42287.12%
16,241,083
83.81%
14,366
0.08%
16,255,449
83.89%
1,061,209,202
67.73%
72,024,298
4.60%1,133,233,500
72.33%
280,093,521
59.59%
1,100,069
0.24%
281,193,590 59.83%
5,100,000
51.00%
60,817
0.61%
5,160,817
51.61%
3,199,823
40.40%
660,000
8.34%
3,859,823
48.74%
34,640,189
43.60%
-
0.00%
34,640,189
43.60%
331,701,152
39.25%
20,523,219
2.43%
352,224,371 41.68%
135,092,154
18.93%
144,591,81020.26%
279,683,96439.19%
1,272,277,085
23.77%
548,565,442 10.25%1,820,842,527
34.02%
155,000,803
29.92%
515,024
0.10%
155,515,827 30.02%
Dec. 31,2017
Investments by ACC
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares

Shares

Shares

208,487,884 100.00%
-
0.00%
208,487,884 100.00%
90,000 100.00%
-
0.00%
90,000 100.00%
200,000,000100.00%
-
0.00%
200,000,000100.00%
595,576,603
99.99%
25,326
0.00%
595,601,929 99.99%
157,492,851
99.99%
6,839
0.00%
157,499,690 99.99%
26,128,171
99.94%
12,396
0.05%
26,140,567
99.99%
10,495,495
99.96%
2
0.00%
10,495,497
99.96%
29,517,188
99.82%
39,944
0.14%
29,557,132
99.96%
7,970,703
98.23%
123,243
1.52%
8,093,946
99.75%
53,250,000
25.00%
149,100,000 70.00%
202,350,000 95.00%
178,707,648
35.50%
259,921,77451.62%
438,629,42287.12%
16,241,083
83.81%
14,366
0.08%
16,255,449
83.89%
1,061,209,202
67.73%
72,024,298
4.60%1,133,233,500
72.33%
280,093,521
59.59%
1,100,069
0.24%
281,193,590 59.83%
5,100,000
51.00%
60,817
0.61%
5,160,817
51.61%
3,199,823
40.40%
660,000
8.34%
3,859,823
48.74%
34,640,189
43.60%
-
0.00%
34,640,189
43.60%
331,701,152
39.25%
20,523,219
2.43%
352,224,371 41.68%
135,092,154
18.93%
144,591,81020.26%
279,683,96439.19%
1,272,277,085
23.77%
548,565,442 10.25%1,820,842,527
34.02%
155,000,803
29.92%
515,024
0.10%
155,515,827 30.02%
Dec. 31,2017
Investments by ACC
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares

Shares

Shares

208,487,884 100.00%
-
0.00%
208,487,884 100.00%
90,000 100.00%
-
0.00%
90,000 100.00%
200,000,000100.00%
-
0.00%
200,000,000100.00%
595,576,603
99.99%
25,326
0.00%
595,601,929 99.99%
157,492,851
99.99%
6,839
0.00%
157,499,690 99.99%
26,128,171
99.94%
12,396
0.05%
26,140,567
99.99%
10,495,495
99.96%
2
0.00%
10,495,497
99.96%
29,517,188
99.82%
39,944
0.14%
29,557,132
99.96%
7,970,703
98.23%
123,243
1.52%
8,093,946
99.75%
53,250,000
25.00%
149,100,000 70.00%
202,350,000 95.00%
178,707,648
35.50%
259,921,77451.62%
438,629,42287.12%
16,241,083
83.81%
14,366
0.08%
16,255,449
83.89%
1,061,209,202
67.73%
72,024,298
4.60%1,133,233,500
72.33%
280,093,521
59.59%
1,100,069
0.24%
281,193,590 59.83%
5,100,000
51.00%
60,817
0.61%
5,160,817
51.61%
3,199,823
40.40%
660,000
8.34%
3,859,823
48.74%
34,640,189
43.60%
-
0.00%
34,640,189
43.60%
331,701,152
39.25%
20,523,219
2.43%
352,224,371 41.68%
135,092,154
18.93%
144,591,81020.26%
279,683,96439.19%
1,272,277,085
23.77%
548,565,442 10.25%1,820,842,527
34.02%
155,000,803
29.92%
515,024
0.10%
155,515,827 30.02%
Dec. 31,2017
Investments by ACC
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares

Shares

Shares

208,487,884 100.00%
-
0.00%
208,487,884 100.00%
90,000 100.00%
-
0.00%
90,000 100.00%
200,000,000100.00%
-
0.00%
200,000,000100.00%
595,576,603
99.99%
25,326
0.00%
595,601,929 99.99%
157,492,851
99.99%
6,839
0.00%
157,499,690 99.99%
26,128,171
99.94%
12,396
0.05%
26,140,567
99.99%
10,495,495
99.96%
2
0.00%
10,495,497
99.96%
29,517,188
99.82%
39,944
0.14%
29,557,132
99.96%
7,970,703
98.23%
123,243
1.52%
8,093,946
99.75%
53,250,000
25.00%
149,100,000 70.00%
202,350,000 95.00%
178,707,648
35.50%
259,921,77451.62%
438,629,42287.12%
16,241,083
83.81%
14,366
0.08%
16,255,449
83.89%
1,061,209,202
67.73%
72,024,298
4.60%1,133,233,500
72.33%
280,093,521
59.59%
1,100,069
0.24%
281,193,590 59.83%
5,100,000
51.00%
60,817
0.61%
5,160,817
51.61%
3,199,823
40.40%
660,000
8.34%
3,859,823
48.74%
34,640,189
43.60%
-
0.00%
34,640,189
43.60%
331,701,152
39.25%
20,523,219
2.43%
352,224,371 41.68%
135,092,154
18.93%
144,591,81020.26%
279,683,96439.19%
1,272,277,085
23.77%
548,565,442 10.25%1,820,842,527
34.02%
155,000,803
29.92%
515,024
0.10%
155,515,827 30.02%
Dec. 31,2017
Investments by ACC
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares

Shares

Shares

208,487,884 100.00%
-
0.00%
208,487,884 100.00%
90,000 100.00%
-
0.00%
90,000 100.00%
200,000,000100.00%
-
0.00%
200,000,000100.00%
595,576,603
99.99%
25,326
0.00%
595,601,929 99.99%
157,492,851
99.99%
6,839
0.00%
157,499,690 99.99%
26,128,171
99.94%
12,396
0.05%
26,140,567
99.99%
10,495,495
99.96%
2
0.00%
10,495,497
99.96%
29,517,188
99.82%
39,944
0.14%
29,557,132
99.96%
7,970,703
98.23%
123,243
1.52%
8,093,946
99.75%
53,250,000
25.00%
149,100,000 70.00%
202,350,000 95.00%
178,707,648
35.50%
259,921,77451.62%
438,629,42287.12%
16,241,083
83.81%
14,366
0.08%
16,255,449
83.89%
1,061,209,202
67.73%
72,024,298
4.60%1,133,233,500
72.33%
280,093,521
59.59%
1,100,069
0.24%
281,193,590 59.83%
5,100,000
51.00%
60,817
0.61%
5,160,817
51.61%
3,199,823
40.40%
660,000
8.34%
3,859,823
48.74%
34,640,189
43.60%
-
0.00%
34,640,189
43.60%
331,701,152
39.25%
20,523,219
2.43%
352,224,371 41.68%
135,092,154
18.93%
144,591,81020.26%
279,683,96439.19%
1,272,277,085
23.77%
548,565,442 10.25%1,820,842,527
34.02%
155,000,803
29.92%
515,024
0.10%
155,515,827 30.02%
Investees Investments by ACC Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments
Shares Shares Shares
Asia Investment Corp. 208,487,884 100.00% - 0.00% 208,487,884 100.00%
Sunrise Industrial Holdings Ltd. 90,000 100.00% - 0.00% 90,000 100.00%
Yuan Long Stainless Steel Corp. 200,000,000 100.00% - 0.00% 200,000,000 100.00%
Der Ching Investment Corp. 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99%
Ya Tung Ready-Mixed Concrete Corp. 157,492,851
99.99%
6,839 0.00% 157,499,690 99.99%
Nan Hwa Cement Corp. 26,128,171
99.94%
12,396 0.05% 26,140,567 99.99%
Asia Cement (Singapore) Pte. Ltd. 10,495,495 99.96% 2 0.00% 10,495,497 99.96%
Fu Ming Transportation Co., Ltd. 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96%
Asia Engineering Enterprise Corp. 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75%
FEDS Development Ltd. 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00%
Yuan Ding Co., Ltd. 178,707,648 35.50% 259,921,774 51.62% 438,629,422 87.12%
Ya Li Precast and Prestressed Concrete Industries
Corp.
16,241,083 83.81% 14,366 0.08% 16,255,449 83.89%
Asia Cement (China) Holdings Corp. 1,061,209,202 67.73% 72,024,298 4.60% 1,133,233,500 72.33%
Chiahui Power Corp. 280,093,521
59.59%
1,100,069 0.24% 281,193,590 59.83%
Ya Li Transportation Corp. 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61%
Everstrong Iron & Steel Foundry Ltd. 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74%
Yuan Ding Leasing Corp.. 34,640,189 43.60% - 0.00% 34,640,189 43.60%
U-Ming Marine Transport Corp. 331,701,152
39.25%
20,523,219 2.43% 352,224,371 41.68%
Oriental Securities Corp.. 135,092,154
18.93%
144,591,810 20.26% 279,683,964 39.19%
Far Eastern New Century Corp. 1,272,277,085 23.77% 548,565,442 10.25% 1,820,842,527 34.02%
Yue Yuan Investment Corp. 155,000,803
29.92%
515,024 0.10% 155,515,827 30.02%

-80-

IV Capital Formation

4.1 Capital and Shares

4.1.1 Capital Increase in the Past Five Years

As of May2,2018 As of May2,2018
Date Par
Value
Authorized Capital Paid-in Capital Remarks
Shares Amount
(NT$)
Shares Amount
(NT$)
Sources of
Capital
Capital
Increased
by Assets
Other than
Cash
Others
Dec.2010 NT$10 3,300,000,000 33,000,000,000 3,075,307,547 30,753,075,470 Dividend None None
Dec.2011 NT$10 3,600,000,000 36,000,000,000 3,136,813,697 31,368,136,970 Dividend None None
Dec.2012 NT$10 3,600,000,000 36,000,000,000 3,230,918,107 32,309,181,070 Dividend None None
Dec.2013 NT$10 3,600,000,000 36,000,000,000 3,295,536,469 32,955,364,690 Dividend None None
Dec.2014 NT$10 3,600,000,000 36,000,000,000 3,361,447,198 33,614,471,980 Dividend None None

4.1.2 Capital

4.1.2 Capital
Share Type Authorized Capital Reserve for Convertible
Shares
Issued Shares Un-issued Shares Total Shares
Common Shares 3,361,447,198
Available for trading on
the TWSE

238,552,802
3,600,000,000 -

4.1.3 Shelf RegistrationNone

4.1.4 Shareholder Structure

As of May2,2018
Structure
Amount
Governments Financial
Institutions
Other
Institutional
Investors
Domestic
Individual
Investors
Foreign
Institutions
&
Individuals
Total
Number of
Shareholders
10 48 333 83,892 664 84,947
Number of shares 67,797,392 415,462,393 1,588,257,102 607,983,971 681,946,340 3,361,447,198
Shareholding
Percentage
2.02% 12.36% 47.25% 18.09% 20.29% 100.00%

Note: No foreign institutions and individuals from China Area.

-81-

4.1.5 Shareholding Distribution Status

As of May2,2018
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
1-999 34,148
8,296,058

0.25%
1,000-5,000 33,950
75,159,063

2.24%
5,001-10,000 7,432
54,750,992

1.63%
10,001-15,000 2,999
36,634,562

1.09%
15,001-20,000 1,499
26,719,798

0.79%
20,001-30,000 1,613
39,685,606

1.18%
30,001-40,000 767
26,709,706

0.79%
40,001-50,000 497
22,599,698

0.67%
50,001-100,000 892
62,629,743

1.86%
100,001-200,000 489
68,422,028

2.04%
200,001-400,000 280
77,526,990

2.31%
400,001-600,000 90
44,720,376

1.33%
600,001-800,000 43
29,750,521

0.89%
800,001-1,000,000 22
19,964,275

0.59%
Over 1,000,001 206
2,767,877,782

82.34%
Total 84,927
3,361,447,198

100%
Preferred Share
As of May2,2018
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
NA 0 0 0
Preferred Share Preferred Share
As of May2,2018
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
NA 0 0 0

4.1.6 List of Major Shareholders

4.1.6 List of Major Shareholders
As of May2,2018
Shares
Major Shareholder

Number of Shares
Holding Percentage
Far Eastern New CenturyCorporation 750,511,324
22.33%
Fubon Life Insurance Co., Ltd. 212,040,069
6.31%
Far Eastern Medical Foundation 181,566,797
5.40%
China Life Insurance Co., Ltd. 51,193,172
1.52%
Labor Pension Fund Committee of Far Eastern New
CenturyCorporation
50,835,049
1.51%
Shin KongLife Insurance Co.,Ltd. 50,494,591
1.50%
Far Eastern Department Stores Co., Ltd. 50,000,492
1.49%
Yuan-Ze University 47,499,567
1.41%
Far Eastern MemoryFoundation 44,115,478
1.31%
Yu Yuan Investment Co., Ltd 43,268,479
1.29%
Total 1,481,525,018
44.07%

-82-

4.1.7 Market Price, Net Value, Earnings and Dividends per Share

Unit: NT$

Unit: NT$

Item
Year
2016
2017
Market
Price Per
Share
Highest 31.15 32.00

Lowest
23.00 25.50
Average 27.52 27.74
Net Value
Per Share

Before Distribution
36.49 37.91
After Distribution 35.59 (Note)
Earnings
Per Share
Weighted Average shares
(in thousand)
3,139,998 3,139,297
Earnings Per Share 1.26 1.74
Dividends
Per Share

Cash Dividends
0.90 1.2(Note)
Stock Dividend Dividends from
Retained Earnings
-
-
Dividends from
Capital Surplus
- -

Accumulated Unpaid Dividends
- -
Return on
Investment

Price-Earnings Ratio
21.84 15.94

Price-Dividend Ratio
30.58 23.12
Cash Dividend Yield Rate 3.27% 4.33%

Note: Being resolved by the 2018 Shareholders’ Meeting.

4.1.8 Dividend Policy & Implementation Status

1. Dividend Policy

Apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve and a special reserve as required by law shall be set aside. Subject to certain business conditions under which the Company may retain a portion of the remaining balance, the Company may distribute to the shareholders the remainder together with undistributed profits from previous years in proportion to the number of the shares held by each shareholder as shareholders’ dividend. However in the case of increase in the Company's share capital, the shareholders' dividend to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.

The distribution of dividends shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Dividends shall be distributed at the ratio set forth in these Articles of Incorporation aimed to maintain the stability of dividend distributions. Unless saving for the purposes of improving the financial structure, reinvestments, capacity expansion or other capital expenditures in which capital is required, when distributing dividends, the dividend payout ratio each fiscal year shall be no less than 50% of the final surplus which is the sum of after-tax profit of the fiscal year to withhold previous loss, if any, legal reserve and special reserve as required by law; the cash dividend shall not be less than 10% of the shareholders’ dividend distributed in the same year.

2. Implementation Status

Hereby lists the Company's dividend in recent years as follows:

-83-

Year Cash Dividend Ratio of Total Stock dividend Ratio of Total Total dividend
Dividend Dividend
2013 NT$1.8 90% NT$0.2 10% NT$2.0
2014 NT $2.2 100% NT $0 0% NT $2.2
2015 NT $1.1 100% NT $0 0% NT $1.1
2016 NT $0.9 100% NT $0 0% NT $0.9
2017 (Proposed) NT $1.2 100% NT $0 0% NT $1.2

The net income after tax for FY2017 was NT$ 5,469,007,104. After the appropriation of Legal Reserve and Special Reserve, NT$ 3,978,918,535 is left. Even under the lackluster business environment, the Company still insists on stable payout, and the Broad has proposed a cash dividend of NT$ 1.2 per share, which is summed up to NT$ 4,033,736,638 in total, more than the amount after reserve.

4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution

Unit: NT$

Item
Year 2018 (Estimated)
Paid-In Capital (Beginningof The Year) NT$33,614,471,980
StockCash
Dividend
Distribution
Cash Dividend Per Share NT$1.20
Stock Dividend From Retained Earnings Per Share 0.00 Share
Stock Dividend From Capital Surplus Per Share 0.00 Share
Variance In
Business
Performance
OperatingIncome Not Applicable*
% Change In OperatingIncome
Net Income
% Change In Net Income
Earnings Per Share
% Change In EPS
Average Return on Investment (%)
(Reciprocal of Average P/E Ratio)
Pro Forma EPS
& P/E Ratio
If Retained Earnings
Distributed In Cash
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment

If Capital Surplus
Not Distributed In
Stock Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment
If Retained Earnings
& Capital Surplus
Distributed In Cash
Dividend Rather
Than Stock
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment
  • As the Company does not disclose its financial forecast information, in compliance with relevant governmental regulations, there is no need to provide this information.

-84-

4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration

  1. The percentages or ranges with respect to employees’ compensation and directors’ remuneration as set forth in the Asia Cement Corporation's Articles of Incorporation: Pursuant to the Articles of Incorporation for distribution 2%~3.5% as employees' compensation and distribution less than 2.5% as directors' remuneration base on the profit of the current year.

  2. (1)The basis for estimating the amount of employees’ compensation and directors’ remuneration: Distribution 2%~3.5% as employees' compensation and less than 2.5% as directors' remuneration shall be based on the profit before income tax of the current year.

(2)The number of shares to be distributed as employees’ compensation: NA

  • (3) The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure for the current period: the difference would be regarded as accounting estimation adjustment and recognized as the profit and loss of 2018.

  • Information on resolved by the Board of Directors on March 23, 2017 for distribution of compensation:

  • (1) The amount of any compensation distributed in cash or stocks: Employees’ cash compensation is NT$ 147,850,000. Directors' cash remuneration is NT$ 130,120,000.

  • (2) If there is any discrepancy between that amount and the estimated are recognized for the fiscal year shall be disclosed the discrepancy amount, its cause, and the status of treatment: No discrepancy.

  • (3) The amount of any employees' compensation distributed in stocks, and the amount as a percentage of the sum of profit after income tax base on the separated financial report and total employees’ compensation: N.A.

  • The actual distribution compensation of employees’ compensation and directors’ and supervisors’ remuneration for the previous fiscal year (with an indication of the number of shares, amount and stock price of the shares distributed), and if there is any discrepancy between the actual distribution and the recognized employees’ compensation and directors’ and supervisors’ remuneration shall be disclosed the discrepancy, its cause, and the status of treatment:

The Board of Directors resolved on March 23, 2017 to distribute employees’ compensation NT$ 97,237,631 and directors’ and supervisors’ remuneration NT$ 86,747,024 which were recognized by the Shareholders’ Meeting. The employees’ compensation and directors’ and supervisors’ remuneration was fully distributed and no discrepancy with 2016 separate financial report

  • Buyback of Treasury Stock: None.

  • Preferred Stock: None.

  • Employee Stock Option: None.

  • Restricted Stock Awards for employees: None.

  • Merger or acquisition of other company’ share to issue new share: None.

-85-

4.2 Summary of Corporate Bonds

4.2.1 Issued Corporate Bonds

.2.1 Issued Corporate Bonds .2.1 Issued Corporate Bonds
Type of Bond
Issued
Item
1st Unsecured Corporate Bond
Issued in 2014
1st Unsecured Corporate Bond
Issued in 2016
Date Issued May.23,2014 Sep.27,2016
Par Value NT$1,000,000 NT$1,000,000
Issue and Trade Place N/A N/A
Issue Price ParValue ParValue
Nominal Amount NT$8,000,000,000 NT$6,000,000,000
Interest Rate 1.36% 0.80%
Term Five Years.
Maturity:
May.23,2019
Five Years.
Maturity:
Sep.27,2021
Guaranty/Guarantor None None
Trustee China Trust Commercial Bank,
TrustDepartment
China Trust Commercial Bank,
TrustDepartment
Underwriter None None
Certified Lawyer M.T.HUANG M.T.HUANG
Certified Public Accountant H.W.Tai,L.W.Kuo L.W.Kuo, Y.W.Fan
Repayment Method Interest Paid Annually Since Issue, 50%
Principal Installed Seperately After The
45th Anniversary of TheIssueDate
Interest Paid Annually Since Issue, 50%
Principal Installed Seperately After The
45th Anniversary of TheIssueDate
OutstandingBalance NT$8,000,000,000 NT$6,000,000,000
RedemptionClauses None None
RestrictiveCovenants None None
Credit Rating Agency/Date/Rating Taiwan Ratings Corporation
Long term Credit Ratings: twA+
Short term Credit Ratings: twA-1
Outlook: Stable
Bond Ratings: -
Credit ratingdate: Aug.22,2013
Taiwan Ratings Corporation
Long term Credit Ratings: twA
Short term Credit Ratings: twA-1
Outlook: Stable
Bond Ratings: -
Credit ratingdate: Nov.17,2015
Convertible Amount
Converted
None None
Issue/
Conversion
Rules
None None
Terms to issuance, conversion,
exchange and subscription. The
impacts to current shareholder
equityandpotential dilutions.
None None
Custodian None None

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Type Of Bond Issued
Item
Type Of Bond Issued
Item
2nd Overseas Unsecured Convertible Bonds
Date Issued May. 13,2013
Par Value US$200,000 and in increments of US$1,000 thereafter
Issue And Trade Place Singapore Exchange
Issue Price Par Value
Nominal Amount US$220,000,000
Interest Rate 0%
Term Five Years Maturity: May. 13,2018
Guaranty/Guarantor None
Trustee BNY Mellon
Underwriter Goldman Sachs International
Certified Lawyer Y.H. Wang
Certified Public Accountant H.W. Tai,L.W. Kuo
Repayment Method Unless previously redeemed, repurchased and cancelled or converted, the bonds will be
redeemed at theirprincipal amount on the maturitydate.
OutstandingBalance US$3,000,000
Redemption Clauses A. The Issuer may redeem the bonds at the option of the Issuer in whole or in part at any
time after three years of the issue date at the principal amount, if the closing price for 30
consecutive trading days (in the event of ex-rights or ex-dividends, the closing price on
each applicable trading days during the period from the ex-rights or ex-dividends trading
day to the ex-rights or ex-dividends record date, as the case may be, shall be adjusted to
the price taking into account of impact of the ex-rights or ex-dividends) of the Issuer’s
common shares on the TSE is at least 130% of the quotient of the principal amount
multiply by the then conversion price divided by the principal amount of the bonds.
B.
The Issuer may redeem all of the bonds at the principal amount in the event that at least
90% of the bonds have been previously redeemed, repurchased and cancelled or
converted.
C.
The Issuer may redeem all of the bonds at principal amount in the event of changes in
ROC taxation resulting in increase of tax obligation or the necessity to pay additional
interest expense or increase of additional costs to the Issuer.
Restrictive Covenants None
Credit Rating
Agency/Date/Rating
None
Convertible Amount
Converted
None
Issue/
Conversion
Rules
Except for closed periods as prescribed by ROC laws and regulations or otherwise described
in the Indenture, the bondholders shall have the right to require the Issuer to convert the
bonds into the converted securities at any time during the period from the 41th day after the
issuance of the bonds to the date falling 30th day prior to the maturity date. The
aforementioned closed periods shall mean:
A. The Issuer has to close its shareholders' register, which period currently includes 60 days
prior to the date of the annual general shareholders' meeting, 30 days prior to a special
shareholders' meeting, or any other period prescribed by law.
B.
In the event of free distribution of shares, distribution of cash dividends or rights issues,
by Issuer, the period from the fifteen trading days prior to the commencement day of the
closed period with respect to the record date for determination of shareholders entitled to
receive dividends, subscription of new shares or other benefits to the record date for the
distribution or allocation of the relevant dividends, rights and benefits, and in the event of
capital reduction, the period from the record date for determination of the shareholders
participating in such capital reduction to the first trading day immediately prior to the date
on which the common shares resume trading after such capital reduction and other closed
period as required by ROC laws and regulations or by the TSE.
C.
Where any ROC laws and regulations governing closed period as above-mentioned has
been changed or amended, the closed period shall be amended to comply with the
prevailinglaws and regulations.
Terms to issuance, conversion,
exchange and subscription. The
impacts to current shareholder
equityandpotential dilutions.
The 2ndoverseas unsecured convertible bonds with a zero coupon rate, the bonds provide a
low-cost source of long-term funds and reduce the interest expenses, and therefore have a
positive boost on the Issuer's profitability.
Custodian None

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4.2.2 Issued Exchangeable Bonds and Convertible Bonds

Type of Bonds Issued Type of Bonds Issued 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds
Year
Item

Launch
Date
2013 2014 2015 2016Note1 2017 From the
current year to
March. 31,2018
Market Price of
Convertible
Bonds(US$)
Highest 100 105.71 108.12 104.68 101.10 100.16 99.83
Lowest 100 98.10 101.27 98.08 98.61 98.73 99.28
Average 100 101.52 103.83 100.50 99.70 99.49 99.60
Conversion Price/Share 48 44.7 42 39.28 37.85 36.6Note2 36.6
Issuing (handling) date and
conversionprice in issuing
Issued on May. 13, 2013
NT$48/share
Method of performing
conversion obligations
Issuance of new shares

Note1: Pursuant to the Indenture, any holders of the bonds may exercise the holders’ Put Right to require the company to redeem the bonds held by the holders in whole or in part only on 13 May 2016. As of the date of redemption, the total redemption amount is US$217,000,000, and the outstanding balance is US$3,000,000.

Note2: Pursuant to the Indenture, the conversion price of the bonds had been adjusted to NT$36.6/Share since September 6, 2017 as ACC distributed cash dividends and stock dividends.

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4.3 Summary of Issued GDR

5. Issue Date 5. Issue Date 5. Issue Date Jun. 23,1992 Sep. 13,1996 Jan. 23,2007 Mar. 25,2008
Issuance & Listing London Stock Exchange
Total Amount(US$) 66,002,750 60,000,010.77 83,209,951.46 61,355,000
IssuingPriceper GDR(US$) 27.50 19.67 9.905946602 17.53
Number of GDR Issued 2,400,100 3,050,331 8,400,000 3,500,000
Underlying Securities ACC Common
Shares held by
Far Eastern
New Century
Corporation
ACC Common
Shares held by
Far Eastern
New Century
Corporation
ACC Common
Shares held by
Yuang Ding
Investment
Corporation
ACC Common
Shares held by
Far Eastern
General
Contractor Co.,
Ltd. and Far
Eastern
Construction
Co., Ltd.
Common Shares Represented
(shares)
24,001,000 30,503,310 84,000,000 35,000,000
Right & Obligation of GDR
Holders
Same as Common Shareholders
Trustee Not Applicable
DepositaryBank BNY Mellon
Custodian Far Eastern International Bank
Outstanding 55,779(As of March 31,2018)
Apportionment of Expenses for
Issuance & Maintenance
All expenses related to issuance and maintenance is undertaken by
FENC and ACC respectively.
Major Commitment of Depositary
Agreement & CustodyAgreement
GDR holders are allowed to vote on a given agenda only when
over 51% of them reach consensus.
Closing
Price
Per
GDR
(US$)
2017 Highest 11.9
Lowest 11.9
Average 11.9
As of
March
31,2018
Highest 11.9
Lowest 11.9
Average 11.9

*Each GDR represented 10 Common Shares.

4.4 Status on Execution of Capital Utilization Plans

Funds utilization plans have not been completed or have been completed in past 3 years but their benefits have not been appeared: none.

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V Overview of Business Operation

5.1 Business Introduction

5.1.1 Business Scope

  1. Scope of Business: Please refer to Section 2.1: “Scope of Business.”

  2. Main Business and Percentage:

  3. A. Production and sales of Cement and clinker: 93%.

  4. B. Granulated blast-furnace slag: 7%.

  5. New Product Research & Development: None.

5.1.2 Industry Overview

  1. Market situation and future outlook

  2. A. The 2017 total cement production volume in Taiwan was 10,876,396 MT, decreased 10.31% compared to 2016. Among them, the domestic cement sales was 8,300,274 MT, and exported cement was 2,553,641 MT. Compared with those in 2016, domestic sales decreased by 5.80%, exports decreased by 20.99%. In 2017, the domestic real estate market was stable. Compared with 2016, the price of the real estate market showed a trend of falling prices and increased trading volume. The cement consumption decreased to 10,173,998 MT, decreased by 0.70%. The 2017 per capita average cement consumption is about 432 kg, decreased 0.69% from 435 kg in 2016. As a result, the cement market in Taiwan is still showing oversupply.

  3. B. For the year 2018:

    • (1) Outlook of the domestic market:

Taiwanese Public Works budget totaled NT$ 374.9 billion in 2018, increased NT$ 43.3 billion, 13.1%. According to a survey of the Taiwan Institute of Economic Research, because of continued expansion of private investment, the government to expand public investment and the Forward-looking Infrastructure Development Program, the overall economy is expected to grow 1.75% compared to 2017. In terms of real estate in 2017, 260,000 buildings sold in the housing market, increased by 8% compared with 240,000 buildings in 2016. However, there is a large price gap for real estate between buyers and sellers. Moreover, the housing market needs time to adjust. Cement demand is expected to increase slightly this year.

  • (2) Outlook of the global markets:

For 2018, the Chinese market will continue to strictly implement environmental protection policies, keep conducting mergers & acquisitions, eliminating backward production capacity. Chinese cement industry will maintain in high prices and the demand exceeds supply. In the international cement market, prices in 2017 were low due to regional oversupply, but in 2018, factors such as the reduction of exports from China, the non-expansion of exports from Japan and South Korea, and the export of Vietnamese

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clinker to China without selling to the international market at low prices, cement prices are expected to increase. In addition, with the Taiwan government’s cement industry policy, Taiwan's cement exports will be reduced in future while only supplying ASEAN markets with long-term relationship. We will actively utilize the trade model to purchase cement, clinker, gypsum, and silica sand to meet the demand in Southeast Asian markets. The export strategy will be adjusted to reduce Taiwan's exports and expand the raw materials trade business.

Overall, the domestic market will rise slightly, while foreign markets have growth potential

  • C. In addition to root in Taiwan for on-going cement business operation, the Company will keep enhancing its competitiveness by largely expansion in China both in production and sales.

  • The relationships among the value chain of cement industry

The upstream, midstream and downstream sectors of cement industry, namely ready-mixed concrete, precast, and construction industry, are co-existed and blooming together. Nowadays, vertical integration is the trend in cement industry. As a result, the Company’s operation - strategy is to establish the downstream subsidiaries Ya Tung Ready-mixed Concrete Corp. and Yali Precast & Prestressed Concrete Industries Corp., and to invest Far Eastern Construction Company and Far Eastern General Contractor Company to grasp the business opportunities.

  1. Product development and company competitiveness

Although the cement products include Portland Cement Type I, Type II, and Special Cement, the major market demand is Portland Cement Type I. However, the overseas market has stronger demand for Special Cement in recent years. The ability to produce quality products and the shipping & loading efficiency has become the key competitive factors.

5.1.3 Technology and Research Development

As of April 30, 2018
Unit: NT$1,000
Item Amount
1 Intelligent continuously discharge and movable tripper 5,000
2 Industrial 4.0 project
- Intelligent shipment
- Analysis and forecasting to kiln refractory
6,000
- Intelligent quality control
3 Industrial 4.0 Project Phase 2:
- Cloud War Room
- Product Line Machine Predictive Maintenance 9,000
- Intelligent Mining
4 Industrial 4.0 Project Phase 3:
- Intelligent Occupational Safety 4,000
- Intelligent Control Optimization

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- Big Data Analyze for Production, Quality and Cost
5 NO. 1 Raw Mill Electrostatic Precipitation System Use Constant
Current High-Voltage Power Set
4,000
6 Development of Fluoride Ion Analysis Technology in Cement
Raw Material and Product
220
Total 28,220

5.1.4 Short-term Business Plan

  • To strengthen the existing domestic and international channels of cement sales.

  • To reduce costs and to maintain fully sell out the estimated production volume and sound profitability.

  • To fulfill the vertical integration policy and to expand into downstream market channels.

  • To keep good relationship with customers and foresee market trend.

5.1.5 Long-term Business Plan

  • Maintain solid position in Taiwan - improve producing efficiency.

  • Increase the investment in China (Please refer to the “I Report to Shareholders” at page 1 and

  • the “8.2 Basic Information of Affiliates” at section 8.2 of this annual report.

  • Extend the global market - Find new markets, new opportunities to expand overseas operations.

5.2 General Information of Market & Production

5.2.1. Markets Analysis

  1. Major Sale Markets

  2. A. Cement and Clinker:

    • “Skyscraper” is the Company’s brand-name for marketing all kinds of our products. Our domestic market includes Taiwan, Penghu, Kinmen and Matsu, and our overseas market includes Singapore, Malaysia, Philippine, Hong Kong, Guam, Hawaii, etc.
  3. B. Ready-Mixed Concrete:

To provide better customer service, our subsidiary, Ya Tung Ready-Mixed Concrete Corp., has set up many plants around Taiwan, and furthermore established strategic alliance with local firms.

  1. Market Share

In 2017, the Company domestic sales was 2,449,868 MT, i.e. 29.52% of the sales amount of all domestic cement producers, which was equal to 24.08% of total cement consumption in Taiwan.

  1. Market supply forecast, growth opportunity, and business competitiveness:

  2. A. In 2017, applications for construction license increased 14% compared from 2016 in Taiwan. The National Development Council announced that that the current economic in Taiwan has continued to recover. However, the transaction volume in the housing market has not yet significantly reversed and the cement market is still in an oversupply situation. In 2018, domestic demand is estimated to be about 10.5 million MT, which is equivalent to 2017.

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The cement price will be influenced by the cost of energy, labor, raw material, shipping and the quantities of imported cement.

  • B. For the export sales, the Company is expected to export 1.1~1.15 million MT of cement and clinker in 2018, which is equivalent to 2017. The Company has long term major customers in Singapore, Malaysia, Hawaii, etc. and shall continue to maintain an excellent business relationship with them in the years to come. The Company has also expanded its trading business for cement.

  • C. In the view of the vast and steady growth market in China, Asia Cement Corporation actively expands production base as well as storage and transportation facilities. In addition, with the markets both in Taiwan and China, it constitutes an effective competitive niche and profitability for the Company.

  • Positive factors for the industry development

  • A. Promoting industrial innovation, forward-looking infrastructure construction, improving the quality of public construction, and regional balanced development are the key points of the current government policy

  • B. The budget (including special budget) for 2018 Public Works Projects increase 13.1% to NT $374.9 billion. Taiwan’s cement industry believes that the implementations of several infrastructure projects such as Suhua Highway improvement projects, the improvement of the South-Link Highway in Taitung, Intercontinental Container Terminal of the Kaohsiung Port, the Circular Line of Taipei Metro system, west coast expressway, the Tamkang Bridge, Taoyuan MRT Green Line, and Public Housing Project, the cement consumption in Taiwan is expected to slow the decline of cement market. In addition, in order to improve residential safety, the government will vigorously promote urban renewal, which will revive the domestic demand market.

  • C. The forward-looking infrastructure project will expand public spending.

  • D. Consecutive green economic signals show that the domestic economy continued to recover. In addition, hot money back to Taiwan help the housing market recovery.

  • E. The Ministry of Finance announced in February 2017 to continue to levy cement and clinker from China at the original approved tax rate of 91.58% anti-dumping duties for five years. This will help stability of the domestic industry.

  • Negative factors and the solutions

  • A. Industry relocation, environmental awareness, and emission limits of carbon dioxide will increase the difficulties in both public constructions and private housing sectors, and cause the construction industry more conservative. This will constrain the growth of cement demand.

  • B. The Ministry of Economic Affairs has set limitations on trade volume of domestic cement industry according the Foreign Trade Law. The limitations will gradually lower the export-production ratio from 50% in 2011 to 27% in 2018. The over-supply condition will be worse.

  • C. Mining Industry Law is currently in the occasion of amending, the industry will face more stringent operating requirements and limitations.

  • D. Limestone tax is raised from NT$ 10 to NT$ 70 per metric ton. As well as the recent rise in coal prices will bring to the cement industry to more difficult condition.

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  • E. Solutions:

  • Improve the efficiency of current production, transportation and marketing activities and strengthen the downstream distribution channels in both domestic and overseas market.

  • Continue selecting good target markets, establish production and distribution channels, expand customers in emerging countries, and realize reasonable profitability.

5.2.2 Application of Major Cement Products

  1. Portland Cement Type I:

It is known as ordinary cement, used for all structural projects which are not particularly exposed to sulphuric acid or underground water. Most of the current market supply is in this category.

  1. Portland Cement Type II:

With lower hydration heat than Portland Cement Type I as well as low alkalis and moderate resistance to sulfate, Portland Cement Type II is for large-scale structures. It is resistant against cracking and erosion by sea water, salt, and alkali. The general purposes are as follows:

  • A. Underground foundation engineering: Tower Building Basement, underpass, sewers, tunnels and massive underground rapid transit systems.

  • B. Large-scale concrete works: Bridges, dams, water retention facilities, valve based structure.

  • C. Construction subject to erosion by sea water and sea wind: dock, breakwaters, caisson, breeding plants, harbors, and others.

  • D. Project that requires resistance to sulfate: Sewage treatment plants and chemical engineering.

  • Special Purpose Cement: Produced to meet customers’ special needs.

  • Production process:

  • All types of cement are produced in accordance to a fixed proportion of mixtures, in the following steps:

  • A. Limestone and clay are mixed and ground into raw meal.

  • B. Raw meal is poured into the rotary kiln and burned in high temperature to produce clinker.

  • C. Clinker is mixed with gypsum and ground into cement.

  • D. Cement is sold in bulk or packages.

5.2.3 Supply Condition of Main Raw Materials

The major raw materials used by the Company consist of limestone, clay, gypsum, pyrite, iron slag, and raw coal for fuel. Except a little limestone, most limestone is produced and used by the Company. Clay is purchased from domestic suppliers through long-term contracts. Gypsum and pyrite are supplied by qualified domestic and foreign firms. Fuel coal is supplied by Australian providers via long or short term contracts.

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5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years 5.2.4 Major Suppliers Information for the Last Two Years Unit: NT$1,000
Relation with Issuer
Raw material supplier
Raw material supplier
Raw material supplier
Construction supplier


Unit: NT$1,000
Unit: NT$1,000
Relation with Issuer
Raw material supplier
Raw material supplier
Raw material supplier
Construction supplier


Unit: NT$1,000
2016 2017
Item Company Name Amount % Relation with Issuer Company Name Amount % Relation with Issuer
1 BB Co.,Australia 772,217 32.82 Raw material supplier BB Co.,Australia 853,546 37.23 Raw material supplier
2 ChungLingCo. 266,008 11.31 Raw material supplier ChungLingCo. 317,095 13.83 Raw material supplier
3 AA Co., Australia 116,132 4.94 Raw material supplier Fu Shan Mineral
Stone
109,987
4.80
Raw material supplier
4 YuantaiCorp. 66,731 2.84 Construction supplier YuantaiCorp. 72,000 3.14 Construction supplier
Others 1,131,811 48.09 Others 940,063
41.00
Net Total Supplies 2,352,899 100.00 Net Total Supplies 2,292,691 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
2016 2017
Item
Company Name
Amount % Relation with Issuer Company Name Amount % Relation with
Issuer
1 Ya Tung Ready-Mixed
Concrete Co.
1,448,242 15.18 Subsidiary Ya Tung Ready-Mixed
Concrete Co.
1,361,340 17.42 Subsidiary
Others 8,092,997 84.82 Others 6,454,365 82.58
Net Sales 9,541,239 100.00 Net Sales 7,815,705 100.00
Note: Variations are because of market mechanisms.

5.2.6 Output of Main Products 2016-2017

1. ACC (Taiwan)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Output
Product
2015 2016
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 5,597 4,118 7,522,997 5,597 3,575 6,739,549

2. ACC (China)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Output
Product
2016 2017
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 35,500 30,695 22,486,398 35,500 29,863 24,996,017

5.2.7 Sales of Main Products 2016-2017

  1. ACC (Taiwan)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Sales
Product
2016 2016 2016 2016 2017 2017 2017 2017
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Cement & Clinker* 2,698 6,108,114 1,455 2,550,765 2,491 5,548,571 1,108 1,702,846
  • Cement & Clinker produced by the Company.

2. ACC (China)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Sales
Product
2016 2016 2016 2016 2017 2017 2017 2017
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Cement & Clinker* 30,673 27,224,759 207 200,571 30,028 33,264,756
151
162,895
  • Cement & Clinker produced by the Company.

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5.3Human Resources

Year 2016 2017 As of Mar. 31, 2018
Number of
Employees
Headquarter 153 154 158
Hsinchu Plant 103 100 100
Hualien Plant 313 305 302
Total 569 559 560
Average Age 47.92 47.95 47.43
Average Years of Service 21.48 20.70 19.58
Education Ph.D. 0 0 0
Masters 12.30% 12.68% 13.75%
Bachelor’s Degree 41.83% 43.39% 43.75%
Senior High School 39.89% 38.75% 37.32%
Below Senior High School 5.98% 5.18% 5.18%

5.4 Expenditures on Environmental Protection

According to government regulations, the Company set up the continuous emission monitoring system to monitor pollutant opacity of nitrogen oxides, sulfur oxides, and other pollutants.

  • During the most recent fiscal year and the current fiscal year up to the printing date of the annual report, the loss (including compensation) and penalty resulted from environmental pollution:

  • (1) Fine: none.

  • (2) Countermeasures: none.

  • The restriction of RoHS (to restrict the use of hazardous chemicals) is not applicable to the Company.

5.4.1 ISO-14001 Environmental Management Systems (EMS)

  1. ISO-14001 EMS has become the trend in many advanced countries.

  2. In August 1996, the Hualien plant of the Company passed certification by the Bureau of Commodity Inspection and Quarantine of the Ministry of Economic Affairs (MOEA), and in November of the same year, Hualien plant became one of the first organizations in Taiwan to receive ISO-14001 certification. In July 2000, Taiwan’s first Environmental Report was completed by Hualien plant according to Sustainability Reporting Guidelines of Global Reporting Initiative (GRI).

  3. The affiliated Jiangxi Yadong Cement Co., Sichuan Yadong Cement Co., Hubei Yadong Cement Co., Huanggang Yadong Cement Co., and Wuhan Yaxin Cement Co., have awarded ISO-14001 certification.

5.4.2 Air Pollution Prevention

  1. One of the main environmental concerns relating to cement production is air pollution caused by the dust generated from production processes. Therefore, the work of dust disposal is an important duty, not only to prevent air pollution, but also to reduce the loss of raw materials and finished products. Consequently, ACC has always emphasized on the efficiency of dust

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collection equipment.

For increasing dust preventive facilities, Hsinchenshan Mine of the Hualien plant had built 440-meters-long fully-closed belt conveyor in 2015, which could completely prevent dust shed or spread, moreover, the Hualien plant has set up dustproof net outside of the belt conveyor and continued to build 180-meters-long fully-closed belt conveyor in 2016.

  1. At present, ACC's Hsinchu plant has 2 electrostatic precipitators and 35 bag filters, with a total investment cost of NT $174 million. The Hualien plant has 9 electrostatic precipitators and 80 bag filters, with a total investment cost more than NT $950 million.

  2. The good maintenance of above equipment ensures dust collection efficiency which is within the legal limit. Consequently, the quality of air around the plants is higher than national standard. As a result, the Environmental Protection Administration (EPA) especially recognized the two plants as environmental protection demonstration plants.

  3. In particular, the amount of dust including chimney emissions measured by environmental protection agencies at the Hualien plant was less than 25 milligrams/m[3] , which was far better than national standard. The plant was awarded by the Chinese National Federation of Industries for its excellent performance of preventing industrial pollution. In addition, the Hualien plant was listed by the EPA as one of the top 10 factories in pollution prevention and has received the Enterprise Environmental Protection Award for three years in a row.

  4. In 2017, the Hsinchu plant invested NT$ 13.94 million on environment expenditure. In 2017, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 219,962,000.

5.4.3 Greening and Beautification for Quarry Restoration

  1. Both Hsinchu and Hualien plants have implemented measures for soil conservation and taken actions to green the environment by planting trees and other vegetation. For many years, the Hualien plant promotes the cultivation of the native species of trees for greening the quarry and the plant.

  2. As of 2017, the green restoring area is 61.3 acres which is 73.59% of the quarry, while exploiting operation area is 22.0 acres. Recently, the quarry of the Hualien plant is visible from nearby high way and railroad. In order to integrate the quarry into the surrounding environment, the Hualien Plant introduced a new forestation method for quarry restoration. Within merely two year, trees could grow up to 4 meters high. The green restoring area will increase 0.85 acres every year.

In 2017, the Hualien plant devoted NT$ 34,180,000 to the greening and beautification of the quarry.

  1. Due to Hualien Plant’s dedication of environmental protection and engaging in community activities, the Taroko National Park cooperates with the Company to preserve native species of trees for greening and beatification of the National Park and environment guidance.

  2. In 2007, the Hualien Plant was awarded for the excellent performance in the project of “promoting green communities” by the Environmental Protection Administration.

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  1. In 2018, the Hualian plant’s Quarry's Green Sustainable Action Plan was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia.

5.4.4 Major Environmental Protection Work in the Future

  1. Reinforcing and ensuring the normal operation of environmental facilities.

  2. Practicing in industry waste reduction; avoiding pollution.

  3. Improving the greening rate in factory and quarry areas.

  4. Utilizing wastes as resources to take social responsibilities.

  5. Endlessly enhancing the environmental measures and techniques; expecting to reach the goal of “zero pollution”.

5.4.5 Fulfill Social Responsibilities

  1. The Company volunteered to take care of greenbelts and pavements alone the Dun-Hua South Road and An-He Road over a long period of time to fulfill its social responsibilities and strengthen relations with neighborhood.

  2. Since 2001 on, Hualien plant has annually participated in local festivals such as lily blossom in Buluowan held by the Taroko National Park and donated potted flowers and plants for all visitors.

  3. For our neighbors’ traffic safety, the Hualien plant has regularly sponsored Xincheng Branch of the Hualien County Police Office to renew police stands and street lamps.

  4. The Company will also sponsor local activities and facilities of the villages and towns nearby the Hsinchu and Hualien plant.

  5. Employees are encouraged to serve as hospital volunteers.

  6. Based on ACC corporate philosophy of “feeding back to society whatever takes from society,” the Company sponsors Far Eastern Medical Foundation, Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation, and Far Eastern Memory Foundation and participates in all kinds of public service activities.

5.5 Labor Relations

The Company complies with every regulation of labor relationship. Due to the excellent labor relations, there were no damages or penalties causing from labor disputes.

  1. According to law, The Company has Industrial Welfare Committee to allot welfare fund for staffs and conduct many welfare-related activities. In factory, we have basketball courts, tennis courts, badminton courts, table tennis courts, and swimming pools, etc., as staff's recreational facilities. Health examination, group insurance, subsidies for employee’s education, trips, and clubs are also included in welfare plans.

  2. Employee Relations

The Company provides Employee Assistance Program (EAP) service from Hsinchu Lifeline Association, EAP Center, which offers professional counsel to all issues employees may meet,

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such as career development, family issues, and interpersonal relationship.

  1. Every year, the Company participates in the training programs provided by the training center of Far Eastern Group, which include professional courses such as finance, accounting, marketing, information, and management skills for management levels. Following the Company’s development plan, the Human Resource Department also holds in-house courses customized for the competencies by request of different professions and levels. These courses provide executives and employees with sufficient training opportunities, which not only can be applied to the workplace, but also connect with employees’ career development.

  2. In 2016, the company continued to implement the high-potential leadership training program in the previous year. The scope covered all subsidiaries of ACC. The program included talent identification, core competency evaluation, and subsequent development training. With the increasingly severe challenges from outside environment, the Company expects that more backbone talents can be developed to lead the organization's sustainable development.

  3. Furthermore, Human Resource Department holds reading club, inviting a professional lecturer monthly to guide reading and facilitate discussion, encouraging employees to absorb new concepts and sharing knowledge.

In 2017, totally 320 training courses were held for ACC employees, roughly 4,800 participants; the relevant expenditures amounted to NT$ 2.5 million.

  1. The “Employment Rules of Asia Cement Corporation” articulates regulations in connection with appointment, service, assessment, and rewards as well as punishments, promotion, retirement, and compensation, etc. In order to guarantee the rights relating to retirement and compensation, in accordance with the law the Company sets up Supervisory Committee of the Labor Retirement Fund, allocates work’s retirement reserve fund into the special account managed by assigned institutions, regularly convenes the supervisory committee, and audits the allocation and practice of work’s retirement reserve fund. In addition, in compliance with Labor Pension Act, the Company monthly set aside pension fund for the employees who choose to be subject to the pension mechanism.

  2. The Company’s management philosophy “Sincerity, Diligence, Thrift, Prudence and innovation” has been firmly in every employee’s heart. “Sincerity” implies honest and enthusiasm. “Diligence” indicates dedication. “Thrift” signifies frugality and modesty. “Prudence” represents deliberation and accuracy. In short, one important corporate culture of ACC is that every job should be done thoroughly, precisely, and perfectly.

In “Employment Rules of Asia Cement Corporation” mentioned above, the chapter 4 ‘Service’, and chapter 7 ‘Assessment, Reward, Punishment, and Promotion’ clearly illustrate the principles of conduct. In terms of management, besides emphasizing staff self-discipline, the Company also asks every department managers to take responsibilities of educating, advising, and leading their subordinates, which enables employees to fully understand the behavior and ethics criteria.

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For better compliance with corporation governance, the Company has also enacted “Codes of Ethical Conduct” and “Principles for Ethical Management”.

  1. Policies of labor safety and health

  2. A. Management in Labor Safety and Health

The Company’s policy of labor safety and health is based on the following vision-“protecting labor safety, improving occupational environment, and building up friendly workplace.” Also, we comply with Labor Safety and Health Act, carry out systematical management in occupational health and safety, and implement identification of the hazardous factors, risk evaluation and control in workplace. Besides setting up safety standards and developing safety management system, the safety-related training courses, such as prevention of hidden dangers, emergency response planning, and safety self-management are regularly and irregularly held, to ensure that all employees can obey safety related rules and operate safety equipment and protective outfits well.

In February 2009, the Hualien plant has passed TOSHMS (Taiwan Occupational Safety and Health Management System). The "CNS15506: 2011 Taiwan Occupational Safety and Health Management System" and "OHSAS18001: 2007 Occupational Safety and Health Management System" currently implemented by Hualien Plant were evaluated and approved by the Foundation for Research and Development of Metal Industry Research and Development Center on June 28, 2016. Its effective period is to June 27, 2019. The Hsinchu Plant also follows the model of Hualien plant for establishing a faultless occupational safety and health management System.

A major occupational disaster occurred in the Company's Hualien Manufacturing Plant in 2017. It was caused by the failure of laborers to comply with SOP operations and non-compliance with hazard warnings. Under conditions without approval and without protective gear, the laborers rushed into the material cabinet and suffocated and died as buried in fallen gypsum material. The Company held a review meeting on July 19, 2017 for effectively improving the management of occupational safety and health, and proposed a strategy for improving the related management and safety to effectively reduce the agglomeration of materials and the frequency of clearing operations. Also, the risk assessment will be re-adopted. The Company will amend the SOP, implement training, and introduce new types of equipment to increase the labor safety.

Due to the major occupational disaster, the Company was designated as the Enhance Enforcement Program (EEP) target by the Occupational Safety and Health Department of the Ministry of Labor to strengthen inspections and the fine was NT$960,000. The Company will strengthen risk assessment, divide the responsible areas to implement active inspections and autonomous management proposals, and reduce irregularities in workplaces to ensure work safety and health.

  • B. Workplace environment and labor safety protection

To assure employee safety and health, protect the assets of the Company, and make

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comfortable and safe workplace, based on safety-related rules, we have the following active measures:

a. Following procurement to assure the intrinsic safety of raw materials and equipment:

Conforming to the safety and health standard is the essential consideration of purchasing raw materials and equipment to assure the intrinsic safety of manufacture procedure, products, and equipment.

b. General safety management, training courses, and related auditing:

We monthly hold safety and health committee and safety-related courses for employees and contractors to make sure that everyone working with ACC fully understands the possible hazardous factors and prevention measures in workplace, and obeys safety-related standards to preclude the occurrence of any disaster. Also, by means of “the walking around management” and frequently patrols, we investigate flaws and also improve them to assure the effective operation in safety management.

c. Workplace environmental monitoring system and usage of protective outfits:

All plants regularly monitor noise, high temperature, and radiation around workplace, so the unusual condition can be immediately detected and eliminated. Also, all employees can be protected from possible dangers by protective outfits designed for different hidden hazardous factors in workplace.

d. Health Care Management for Employees:

All plants set up medical offices with nursing staff and contracted doctors, and prepare emergency medicine, equipment, and supplies. According to related rules, all employees regularly accept health assessment and carry out health care management.

e. Emergency Drills and Exercises

All plants shall regularly exercise emergency response drills by following their emergency response plan. All employees shall be familiar with relevant details, which ensures the losses could be minimized in case of emergency.

  1. ACC has enjoyed harmonious relations between management and employees for years. Employees devoted their time and hard work to the Company. In recent years, the Company's continuous excellent performance of sales and production is a proof of employees' effort. The Company's work and employment regulations are based on the Labor Law and in some cases even exceed the minimum requirements of the law. Besides reasonable payment, ACC gives seasonal bonuses to encourage clinker production, attendance award, and cost and resource-saving measures, as well as year-end bonuses based on the Company's annual performance.

The Company was awarded “2013 Excellence Recognition for its collective agreement with employees” by the Ministry of Labor.

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5.6 Major Contracts

Type of Contract Contracting Party Contract Duration Primary Contents Restrictive
Clauses
Issuance of
Long-term
Commercialpaper
Mega Bills Finance co.,
Ltd
2016/12~2020/12 Company has the right to
terminate the issuance after 3
years
None
Bank long-term
loan/guarantee
CTBC Bank Co., Ltd. 2017/03~2020/05 Irrevocable commitment facility None
Bank long-term
loan/guarantee
Mizuho Corporate Bank,
Taipei Branch
2017/03~2019/03 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
First Commercial Bank.
Tung-Hwa Branch
2017/04~2019/04 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Taiwan Cooperative Bank 2017/03~2019/03 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Hwa Nan Commercial
Bank. Tung-Hwa Branch
2017/12~2019/12 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Far Eastern International
Bank Business Dept.
2018/02~2020/02 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Bank of China 2017/07~2019/07 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Bank of Taiwan 2017/02~2019/02 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
E.Sun Commercial
Bank
2017/10~2019/10 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Yuanta Commercial Bank 2017/12~2019/12 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Chang Hwa Bank
Tung-Hwa Branch
2017/08~2019/08 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Mega International
Commercial Bank Foreign
Dept.

2017/06~2019/06
Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Mega International
Commercial Bank Foreign
Dept.

2017/06~2019/06
Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Land Bank of Taiwan Co.,
Ltd.
2017/09~2019/09 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
BNP PARIBAS Taiwan 2017/04~2019/04 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
KGI Bank 2017/06~2019/06 Interest paid monthly, principal
repaid at maturity
None
Open-Ended
Guarantee
HSBC Bank (Taiwan)
Limited
2017/04~2019/04 Guarantee fees paid
semi-annually
None
Long term raw
material supply
CC Co., 2017/05~2017/12 Contract of Gypsum Purchase None

Long term raw
material supply
Chung Ling Co. 2017/01~2018/06 Contract of Clay Purchase None

Long term raw
materialsupply
Fu Shan Mineral Stone 2017/09~2018/08 Contract of limestone Purchase None
Long term
construction service
provider
Yuantai Corp. 2017/09~108/02 Contract of construction service None
Long term raw
material supply
CC Co., 2016/12~2017/09 Contract of Gypsum Purchase None

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VI Financial Information

6.1Financial Reports & Audit Results (2013~2017)

6.1.1 Consolidated Balance Sheets

UNIT: NT$1,000

Year
Item
Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary
2013(Note1) 2014 2015 2016 2017
Current Assets 65,337,233 70,558,875 52,844,285 42,148,568 50,262,702
Property, Plant and Equipment 62,481,951 70,586,382 67,264,573 58,832,486 53,738,838
Intangible Assets 2,176,436 5,485,677 5,304,367 4,866,642 4,552,561
Other Assets 132,407,961 136,188,121 144,663,984 132,623,089 138,510,247
Total Assets 262,403,581 282,819,055 270,077,209 238,470,785 247,064,348
Current
Liabilities
BeforeApportioned 61,955,511 64,989,203 65,223,927 40,857,530 53,948,167
After Apportioned 67,887,477 72,384,387 68,921,519 43,882,832 -
Non-current Liabilities 47,605,868 56,102,626 49,999,090 56,950,034 47,319,817
Total
Liabilities
Before Apportioned 109,561,379 121,091,829 115,223,017 97,807,564 101,267,984
After Apportioned 115,493,345 128,487,013 118,920,609 100,832,866 -
Equity Attributable To Owners
Of The Corporation
134,448,119 141,833,564 135,898,873 122,663,077 127,435,565
Share Capital 32,955,365 33,614,472 33,614,472 33,614,472 33,614,472
Capital Surplus 1,018,079 1,073,920 1,155,643 1,167,881 1,168,692
Retained
Earnings
Before Apportioned 92,169,086 94,863,921 91,552,336 91,599,413 94,196,274
After Apportioned 85,578,013 87,468,737 87,854,744 88,574,111 -
Other Equity 8,305,589 12,281,251 9,576,422 (3,718,689) (1,543,873)
Non-Controlling Interests 18,394,083 19,893,662 18,955,319 18,000,144 18,360,799
Total
Equity
Before Apportioned 152,842,202 161,727,226 154,854,192 140,663,221 145,796,364
After Apportioned 146,910,236 154,332,042 151,156,600 137,637,919 -

Note 1: The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the consolidated financial information of 2013 included the effects of this amendments of accounting policy.

104

6.1.2 Consolidated Statements of Comprehensive Income

UNIT: NT$1,000

UNIT: NT$1,000
Year

Item
Five-Year Financial Summary
2013(Note1) 2014 2015 2016 2017
Operating Revenue 70,172,781 77,683,281 66,287,480 60,946,190 64,899,248
Realized Gross Profit 9,042,595 11,129,604 7,058,747 8,588,274 10,170,478
Profit From Operations 6,672,500 8,248,404 4,039,945 6,233,048 7,436,716
Non-operating Income And
Expenses
7,409,748 5,471,335 2,774,213 243,541 1,062,443
Income Before Income Tax 14,082,248 13,719,739 6,814,158 6,476,589 8,499,159
Net Profit For The Period 12,164,319 10,905,998 4,934,483 4,683,297 6,665,541
Other Comprehensive
Income,Net
2,340,845 4,827,293 (3,860,529) (14,688,396) 2,119,539
Total Comprehensive
Income For The Period
14,505,164 15,733,291 1,073,954 (10,005,099) 8,785,080
Net Profit Attributable To
Owner Of The Company
10,517,318 9,361,635 4,860,241 3,945,769 5,469,007
Net Profit Attributable To
Non-ControllingInterests
1,647,001 1,544,363 74,242 737,528 1,196,534
Total Comprehensive
Income Attributable To
Owner Of The Company
12,091,175 13,273,390 1,343,662 (9,550,011) 7,895,746
Total Comprehensive
Income Attributable To
Non-ControllingInterests
2,413,989 2,459,901 (269,708) (455,088) 889,334
Earnings Per Share 3.35 2.98 1.55 1.26 1.74
Earnings Per Share(Note3) 3.35 2.98 1.55 1.26 1.74

Note 1: The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the consolidated financial information of 2013 included the effects of this amendments of accounting policy.

Note 2: Based on weighted average outstanding shares in 2017 after subtracting the shares of the Corporation held by the associates treated as treasury stock.

105

6.1.3 Separate Balance Sheets

UNIT: NT$1,000

Year
Item
Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary
2013(Note) 2014 2015 2016 2017
Current Assets 20,849,405 14,346,035 14,560,998 8,560,664 8,969,876
Property, Plant and Equipment 5,113,731 4,850,893 5,220,819 5,142,099 4,665,393
Intangible Assets 12,435 9,808 8,639 10,287 8,948
Other Assets 158,769,476 168,832,659 169,888,349 157,629,856 166,201,481
Total Assets 184,745,047 188,039,395 189,678,805 171,342,906 179,845,698
Current
Liabilities
Before Apportioned 23,929,318 13,024,234 23,780,564 8,016,448 15,051,567
After Apportioned 29,861,284 20,419,418 27,478,156 11,041,750 -
Non-current Liabilities 26,367,610 33,181,597 29,999,368 40,663,381 37,358,566
Total
Liabilities
Before Apportioned 50,296,928 46,205,831 53,779,932 48,679,829 52,410,133
After Apportioned 56,228,894 53,601,015 57,477,524 51,705,131 -
Share Capital 32,955,365 33,614,472 33,614,472 33,614,472 33,614,472
Capital Surplus 1,018,079 1,073,920 1,155,643 1,167,881 1,168,692
Retained
Earnings
Before Apportioned 92,169,086 94,863,921 91,552,336 91,599,413 94,196,274
After Apportioned 85,578,013 87,468,737 87,854,744 88,574,111 -
Other Equity 8,305,589 12,281,251 9,576,422 (3,718,689) (1,543,873)
Total
Equity
Before Apportioned 134,448,119 141,833,564 135,898,873 122,663,077 127,435,565
After Apportioned 128,516,153 134,438,380 132,201,281 119,637,775 -

Note : The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the separated financial information of 2013 included the effects of this amendments of accounting policy.

106

6.1.4 Separate Statements of Comprehensive Income

UNIT: NT$1,000

Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary
2013(Note1) 2014 2015 2016 2017
Operating Revenue 12,292,506 12,394,201 12,012,770 9,917,334 8,186,867
Realized Gross Profit 846,569 1,381,751 1,547,808 1,288,995 670,927
Profit From Operations 234,523 737,270 977,733 758,915 148,282
Non-operating Income And
Expenses
10,651,309 9,972,764 5,330,300 3,792,066 5,253,097
Income Before Income Tax 10,885,832 10,710,034 6,308,033 4,550,981 5,401,379
Net Profit For The Year 10,517,318 9,361,635 4,860,241 3,945,769 5,469,007
Other Comprehensive Income ,
Net
1,573,857 3,911,755 (3,516,579) (13,495,780) 2,426,739
Total Comprehensive Income
For The Year
12,091,175 13,273,390 1,343,662 (9,550,011) 7,895,746
Earnings Per Share 3.35 2.98 1.55 1.26 1.74
Earnings Per Share(Note2) 3.35 2.98 1.55 1.26 1.74

Note1 :The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the separated financial information of 2013 included the effects of this amendments of accounting policy.

Note2 :Based on weighted average outstanding shares in 2017 after subtracting the shares of the Corporation held by the associates treated as treasury stock

6.1.5Auditors’ Opinions from 2013 to 2017

Year CPA's Name Audit Opinion
2013 Hsin Wei TaiLi Wen Kuo Unqualified Opinion
2014 Li Wen KuoYou Wei Fan Modified Unqualified Opinion
2015 Li Wen KuoYou Wei Fan Unqualified Opinion
2016 Li Wen KuoYou Wei Fan Unqualified Opinion
2017 Li Wen KuoYou Wei Fan Unqualified Opinion

107

6.2 Financial Analysis

6.2.1 Consolidated Financial Statements

Year
Item
Year
Item
Financial Analysis (2013~2017) Financial Analysis (2013~2017) Financial Analysis (2013~2017) Financial Analysis (2013~2017) Financial Analysis (2013~2017)
2013
(Note)
2014
(Note)
2015 2016 2017
Capital
Structure
Analysis
Debts Ratio (%) 41.75 42.82 42.66 41.01 40.99
Long-term Fund to Property, Plant
and Equipment (%)
320.81 308.60 304.55 335.89 359.36
Liquidity
Analysis

Current Ratio (%)
105.46 108.57 81.02 103.16 93.17
Quick Ratio (%) 92.77 94.08 69.80 86.22 80.98
Times Interest Earned (Times) 9.59 9.23 5.14 4.95 5.80
Operating
Performance
Analysis
Average Collection Turnover (Times) 4.15 4.13 3.55 3.85 3.96
Days Sales Outstanding 88 88 103 95 92
Average Inventory Turnover (Times) 7.95 7.70 7.08 7.35 8.11
Average Payment Turnover (Times) 8.16 7.36 6.42 6.64 7.3
Average Inventory Turnover Days 46 47 52 50 45
Property, Plant and Equipment
Turnover (Times)
1.19 1.17 0.96 0.97 1.15
Total Assets Turnover (Times) 0.28 0.28 0.24 0.24 0.27
Profitability
Analysis
Return on Total Assets (%) 5.42 4.51 2.28 2.38 3.35
Return on Shareholders’ Equity (%) 8.18 6.93 3.12 3.17 4.65
Pre-tax Income to Paid-in Capital
Ratio (%)
42.73 40.81 20.27 19.27 25.28
Net Margin (%) 17.33 14.04 7.44 7.68 10.27
Basic Earnings Per Share (NT$)
(Based on outstanding shares in 2017)

3.35
2.98 1.55 1.26 1.74
Cash Flow
Cash Flow Ratio (%)

23.86
16.38 20.95 31.37 15.09
Cash Flow Adequacy Ratio (%) 83.14 89.91 112.25 126.91 133.25
Cash Flow Reinvestment Ratio (%) 4.61 2.14 2.97 4.43 2.49
Leverage Operating Leverage 1.72 1.72 2.42 1.87 1.70
Financial Leverage 1.33 1.25 1.69 1.36 1.31
Analysis of deviation of 2017 vs. 2016 over 20%:
The increase in Return on Total Assets, Return on Shareholders’ Equity, Pre-tax Income to Paid-in Capital Ratio, Net
Margin and Basic Earnings Per Share were mainly due to an increase in net income in 2017.
The decrease in Cash Flow Ratio and Cash Flow Reinvestment Ratio were due to a decrease in net cash generated from
operating activities in 2017.

Note: The measurement subsequent to initial recognition of investment properties was altered to fair value model from January 1, 2014 and the consolidated financial information of 2013 included the effects of these amendments of accounting policy.

108

6.2.2 Separate Financial Statements

6.2.2 Separate Financial Statements 6.2.2 Separate Financial Statements
Year
Item
Financial Analysis (2013~2017)
2013
(Note)
2014
(Note)
2015 2016 2017
Capital
Structure
Analysis
Debts Ratio (%) 27.23 24.57 28.35 28.41 29.14
Long-term Fund to Property, Plant
and Equipment (%)
3,144.78 3,607.90 3,177.63 3,176.26 3,532.27
Liquidity
Analysis

Current Ratio (%)
87.13 110.15 61.23 106.79 59.59
Quick Ratio (%) 79.16 98.10 54.65 90.84 50.93
Times Interest Earned (Times) 17.24 21.16 13.12 13.34 17.29
Operating
Performance
Analysis
Average Collection Turnover (Times) 10.39 10.42 11.34 11.10 9.37
Days Sales Outstanding 35 35 32 33 39
Average Inventory Turnover (Times) 5.99 6.33 6.68 6.07 5.83

Average Payment Turnover (Times)
6.43 6.12 5.97 5.30 4.92
Average Inventory Turnover Days 61 58 55 60 63
Property, Plant and Equipment
Turnover (Times)
2.33 2.49 2.39 1.91 1.67
Total Assets Turnover (Times) 0.07 0.07 0.06 0.05 0.05
Profitability
Analysis
Return on Total Assets (%) 6.27 5.26 2.80 2.36 3.27
Return on Shareholders’ Equity (%) 8.01 6.78 3.50 3.05 4.37
Pre-tax Income to Paid-in Capital
Ratio (%)
33.03 31.86 18.77 13.54 16.07
Net Margin (%) 85.56 75.53 40.46 39.79 66.8
Basic Earnings Per Share (NT$)
(Based on outstanding shares in 2017)
3.35 2.98 1.55 1.26 1.74
Cash Flow
Cash Flow Ratio (%)
22.36 50.08 25.81 54.45 21.99
Cash Flow Adequacy Ratio (%) 87.26 88.68 87.49 87.14 92.22
Cash Flow Reinvestment Ratio (%) (0.10) 0.37 (0.84) 0.46 0.19
Leverage Operating Leverage 3.82 1.70 1.50 1.85 5.29
Financial Leverage (0.54) 3.58 2.14 1.95 (0.81)
Analysis of deviation of 2017 vs. 2016 over 20%:
The decrease in Current Ratio, Quick Ratio and Cash Flow Ratio were mainly due to an increase in current liability in
2017.
The increase in Times Interest Earned, Return on Total Assets, Return on Shareholders’ Equity, Net Margin and Basic
Earnings Per Share were mainly due to an increase in net income in 2017.
The decrease in Cash Flow Reinvestment Ratio was due to a decrease in net cash generated from operating activities in
2017.
The increase in Operating Leverage and the decrease in Financial Leverage were mainly due to a decrease in operating
income in 2017.

Note: The measurement subsequent to initial recognition of investment properties was altered to fair value model from January 1, 2014 and the separated financial information of 2013 included the effects of these amendments of accounting policy.

109

*Glossary

1. Capital Structure Analysis

  • (1) Debt Ratio = Total Liabilities / Total Assets

  • (2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment

2. Liquidity Analysis

  • (1) Current Ratio = Current Assets / Current Liabilities

  • (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities

  • (3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses

3. Operating Performance Analysis

  • (1) Average Collection Turnover = Net Sales / Average Trade Receivables

  • (2) Days Sales Outstanding = 365 / Average Collection Turnover

  • (3) Average Inventory Turnover = Cost of Sales / Average Inventory

  • (4) Average Payment Turnover = Cost of Sales / Average Trade Payables

  • (5) Average Inventory Turnover Days = 365 / Average Inventory Turnover

(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment

  • (7) Total Assets Turnover = Net Sales / Average Total Assets

4. Profitability Analysis

  • (1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets

  • (2) Return on Shareholders’ Equity = Net Income / Average Total Equity

  • (3) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital

  • (4) Net Margin = Net Income / Net Sales

  • (5) Basic Earnings Per Share = (Net income attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding

5. Cash Flow

  • (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities

  • (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend

  • (3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)

6. Leverage

  • (1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations

  • (2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)

110

6.3 Audit Committee’s Review Report on the 2017 Financial Statements

To: The 2018 Regular Shareholders’ Meeting

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

Chairman of the Audit Committee: Ta-Chou Huang

May 8, 2018

111

6.4 Financial Statements and Independent Auditors’ Report

Please refer to Attachment I for the Notes to Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

112

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

Estimated Impairment of Trade Receivables of Subsidiaries

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

Corresponding audit procedures:

  1. We obtained an understanding and performed tests of the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.

  2. We evaluated the reasonableness of allowance for impairment loss by testing the ageing of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.

  3. We tested recoverability of receivables by vouching cash receipts after the balance sheet date.

  4. For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.

Fair Value Measurement of Investment Properties

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

Corresponding audit procedures:

  1. We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We tested samples of items from management’s supporting documentation, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in valuation process and reperformed the calculation of fair value.

113

Fair Value Measurement of Financial Instruments with No Active Market

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

Corresponding audit procedures:

  1. We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We obtained an understanding of management’s relevant financial data, including verifying the reasonableness of enterprise value/sales, enterprise value/earnings before interest, taxes, and amortization, value of equity securities/net equity and price-to-book ratio of other comparable listed companies used in the valuation process and reperformed the calculation of fair value.

Other Matter

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

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

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

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

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

114

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

115

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

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

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

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

Notice to Readers

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

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

116

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 37)

Financial assets at fair value through profit or loss - current (Note 7)
Available-for-sale financial assets - current (Notes 8 and 39)
Debt investments with no active market - current (Notes 6, 10, 37 and 39)
Notes receivable
Third parties
Related parties (Note 37)
Trade receivables
Third parties (Notes 11 and 12)
Related parties (Notes 11 and 37)
Other receivables (Notes 13 and 37)
Current tax assets (Note 33)
Inventories (Note 14)
Prepayments (Note 21)
Other current assets (Note 23)

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 16 and 39)
Available-for-sale financial assets - non-current (Notes 8 and 39)
Financial assets measured at cost - non-current (Note 9)
Debt investments with no active market - non-current (Notes 6, 10, 37 and 39)
Property, plant and equipment (Notes 17 and 39)
Investment properties (Notes 18, 30 and 39)
Intangible assets (Notes 19 and 20)
Deferred tax assets (Note 33)
Long-term notes receivables and other receivables (Notes 12 and 22)
Long-term prepayments for leases (Note 21)
Other non-current assets (Notes 23, 29 and 37)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 24 and 37)

Short-term bills payable (Note 25)
Accounts payable and accrued expenses
Third parties
Related parties (Note 37)
Dividends and bonuses payable
Other payable - other (Note 26)
Current tax liabilities (Note 33)
Provisions - current (Note 28)
Customers' deposits and advances (Note 28)
Current portion of long-term liabilities (Notes 27 and 37)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 27)
Long-term borrowings (Notes 27 and 37)
Provisions - non-current (Notes 28 and 40)
Deferred tax liabilities (Note 33)
Net defined benefit liabilities -non-current (Note 29)
Deferred revenue - non-current (Note 28)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 30 and 33)
Share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity attributable to owners of the Corporation

NON-CONTROLLING INTERESTS (Note 30)

Total equity

TOTAL
2017
Amount
%
$ 7,739,492
3
322,080
-
7,805,406
3
4,380,928
2
8,328,652
3
-
-
9,348,386
4
589,265
-
3,042,831
1
23,145
-
6,572,982
3
1,675,449
1

434,086

-


50,262,702

20

64,859,378
26
18,072,678
7
1,300,668
1
150,549
-
53,738,838
22
35,745,411
14
4,552,561
2
564,185
-
9,566,585
4
3,814,315
2

4,436,478

2

196,801,646

80

$ 247,064,348
100

$ 18,410,863
7
16,124,918
7
7,386,877
3
272,360
-
205,046
-
330,729
-
1,155,972
1
47,646
-
816,299
-

9,197,457

4


53,948,167

22

10,000,000
4
27,277,821
11
451,056
-
8,100,162
3
193,291
-
858,838
1

438,649

-


47,319,817

19

101,267,984

41


33,614,472

14


1,168,692

1

15,068,480
6
63,001,957
25

16,125,837

7


94,196,274

38


(1,543,873)

(1)

127,435,565
52

18,360,799

7

145,796,364

59

$ 247,064,348
100
2016














































































Amount
%
$ 7,450,006
3

327,875
-

6,346,839
3

2,507,290
1

4,155,701
2

24,029
-

9,812,374
4

532,754
-

2,740,861
1

25,222
-

6,920,598
3

841,858
1

463,161

-

42,148,568

18

65,435,100
27

13,800,282
6

1,310,918
-

151,846
-

58,832,486
25

35,281,745
15

4,866,642
2

861,406
-

10,191,188
4

4,024,572
2

1,566,032

1
196,322,217

82
$ 238,470,785
100
$ 18,900,622
8

12,032,043
5

7,074,962
3

253,303
-

208,063
-

337,635
-

429,732
-

9,655
-

785,952
-

825,563

1

40,857,530

17

14,094,681
6

32,842,810
14

327,662
-

8,137,817
4

167,129
-

926,923
-

453,012

-

56,950,034

24

97,807,564

41

33,614,472

14

1,167,881

1

14,673,903
6

62,119,922
26

14,805,588

6

91,599,413

38

(3,718,689)

(2)
122,663,077
51

18,000,144

8
140,663,221

59
$ 238,470,785
100

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

117

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUE (Notes 31 and 37)

OPERATING COSTS (Notes 14, 31, 32 and 37)

GROSS PROFIT
UNREALIZED GROSS PROFIT ON SALE TO
ASSOCIATES
REALIZED GROSS PROFIT ON SALE TO
ASSOCIATES

REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 32 and 37)

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Note 32)
Other gains and losses (Note 32)
Finance costs (Note 32)
Share of profit or loss of associates and joint
ventures

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 33)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS), NET
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive income (loss) of
associates and joint ventures

2017
Amount
%
$ 64,899,248 100

54,728,230
85

10,171,018 15
(540)
-

-

-

10,170,478 15

2,733,762

4


7,436,716
11

1,040,658
2
(728,230) (1)
(1,772,075) (3)

2,522,090

4


1,062,443

2

8,499,159 13

1,833,618

3


6,665,541
10

127,020
-

124,241

-


251,261

-
2016





























Amount
%
$ 60,946,190 100

52,358,957
86

8,587,233 14

-
-

1,041

-

8,588,274 14

2,355,226

4

6,233,048
10

1,058,684
2

(526,644) (1)

(1,638,218) (2)

1,349,719

2

243,541

1

6,476,589 11

1,793,292

3

4,683,297

8

(59,867)
-

(140,079)

-

(199,946)

-
(Continued)

118

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations

Unrealized gain (loss) on available-for-sale
financial assets
Share of other comprehensive loss of associates
and joint ventures


Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 34)
Basic
Diluted
2017
Amount
%
$ (1,017,135) (1)
4,092,288
6

(1,206,875)
(2)


1,868,278

3


2,119,539

3

$ 8,785,080
13

$ 5,469,007
8

1,196,534

2

$ 6,665,541
10

$ 7,895,746 12

889,334

1

$ 8,785,080
13

$1.74
$1.74
2016





















Amount
%
$ (4,016,914) (7)

(7,989,160) (13)

(2,482,376)
(4)
(14,488,450)
(24)
(14,688,396)
(24)
$ (10,005,099)
(16)
$ 3,945,769
7

737,528

1
$ 4,683,297

8
$ (9,550,011) (15)

(455,088)
(1)
$ (10,005,099)
(16)
$1.26
$1.24

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

(Concluded)

119

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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

BALANCE, JANUARY 1, 2016
Appropriation of 2015 earnings
Legal reserve
Special reserve
Cash dividends - $1.1 per share
Cash dividends distributed by subsidiaries
Change in capital surplus from investments in
associates and joint ventures accounted for
using equity method
Acquisition of additional shares in subsidiaries
Net profit for the year ended December 31, 2016
Other comprehensive income (loss) for the year
ended December 31, 2016, net of income tax
Other change in equity from investments in
associates accounted for using equity method
Special reserve reversed

BALANCE, DECEMBER 31, 2016
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - $0.9 per share
Cash dividends distributed by subsidiaries
Change in capital surplus from investments in
associates and joint ventures accounted for
using equity method
Net profit for the year ended December 31, 2017
Other comprehensive income (loss) for the year
ended December 31, 2017, net of income tax
Other change in equity from investments in
associates accounted for using equity method

BALANCE, DECEMBER 31, 2017
Equity Attributable to O **wners of the Corporation ** Non-controlling
Total
Interests
$ 135,898,873
$ 18,955,319

-
-
-
-
(3,697,592 )
-
-
(500,037 )
12,238
-
-
(41 )
3,945,769
737,528
(13,495,780 )
(1,192,616 )
(431 )
(9 )

-

-

122,663,077
18,000,144
-
-
-
-
(3,025,302 )
-
-
(528,712 )
811
-
5,469,007
1,196,534
2,426,739
(307,200 )

(98,767)

33

$ 127,435,565
$ 18,360,799
Total Equity
$ 154,854,192
-
-
(3,697,592 )
(500,037 )
12,238
(41 )
4,683,297
(14,688,396 )
(440 )

-
140,663,221
-
-
(3,025,302 )
(528,712 )
811
6,665,541
2,119,539

(98,734)
$ 145,796,364
**Capital Stock ** Issued
Amount
Capital Surplus
$ 33,614,472
$ 1,155,643

-
-
-
-
-
-
-
-
-
12,238
-
-
-
-
-
-
-
-

-

-

33,614,472
1,167,881
-
-
-
-
-
-
-
-
-
811
-
-
-
-

-

-

$ 33,614,472
$ 1,168,692
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings

$ 14,187,878
$ 61,112,646
$ 16,251,812

486,025
-
(486,025 )
-
1,159,506
(1,159,506 )
-
-
(3,697,592 )
-
-
-
-
-
-
-
-
-
-
-
3,945,769
-
-
(200,669 )
-
(1,326 )
895

-

(150,904)

150,904

14,673,903
62,119,922
14,805,588
394,577
-
(394,577 )
-
881,019
(881,019 )
-
-
(3,025,302 )
-
-
-
-
-
-
-
-
5,469,007
-
-
251,923

-

1,016

(99,783)

$ 15,068,480
$ 63,001,957
$ 16,125,837
Other Equity otal Other Equity
$ 9,576,422

-
-
-
-
-
-
-
(13,295,111 )
-

-

(3,718,689 )
-
-
-
-
-
-
2,174,816

-

$ (1,543,873)
Exchange

Differences on
Translating
A
Foreign Operations

$ 4,209,234

-
-
-
-
-
-
-
(4,253,547 )
-

-

(44,313 )
-
-
-
-
-
-
(2,593,840 )

-

$ (2,638,153)
Unrealized Gain
(Loss) on
vailable-for-sale
Financial Assets
$ 5,013,239

-
-
-
-
-
-
-
(9,036,793 )
-

-

(4,023,554 )
-
-
-
-
-
-
4,751,621

-

$ 728,067
Unrealized
Gain on
Revaluation
C
$ 307,723

-
-
-
-
-
-
-
5
-

-

307,728
-
-
-
-
-
-
-

-

$ 307,728
ash Flow Hedge
T
$ 46,226

-
-
-
-
-
-
-
(4,776 )
-

-

41,450
-
-
-
-
-
-
17,035

-

$ 58,485







Shares
3,361,447

-
-
-
-
-
-

-
-
-

-

3,361,447
-
-
-
-
-

-
-

-


3,361,447

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

120

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Share of profit of associates and joint ventures
Finance cost
Dividend income
Unrealized foreign exchange loss
Gain on disposal of investments
Amortization expenses
Gain on change in fair value of investment properties
Interest income
Impairment loss recognized on trade receivables
Impairment loss recognized on financial assets
Loss (gain) on disposal of property, plant and equipment
Net (gain) loss on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Effect of changes in exchange rate of bonds payable
Reversal of impairment loss on inventory
Loss on disposal of intangible assets
Gain on disposal of associates
Loss on redemption of bonds payable
Impairment loss on property, plant and equipment
Other items
Changes in operating assets and liabilities:
Financial assets held for trading
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Net defined benefit liabilities
Deferred revenue

Cash generated from operations
Interests received
Dividends received
Interests paid
Income tax expenses paid

Net cash generated from operating activities
2017
$ 8,499,159
4,839,940
(2,522,090)
1,772,075
(616,680)
419,217
(393,588)
337,651
(216,580)
(179,840)
159,402
122,619
103,818
(31,422)
(7,470)
(4,401)
1,030
(76)
-
-
4,949
37,397
(4,188,102)
596,114
(365,498)
278,234
(810,951)
12,784
496,543
153,618
41,831
(1,661)

(68,085)

8,469,937
191,079
2,298,195
(1,731,570)

(1,088,593)


8,139,048
2016
$ 6,476,589

5,241,445

(1,349,719)

1,638,218

(787,459)

2,620

(198,564)

202,093

(647,946)

(207,661)

77,457

109,055

(8,422)

174,920

(159,295)

(47,745)

-

-

298,893

104,772

3,368

(28,212)

1,738,330

559,433

(33,852)

135,714

224,401

24,357

(1,040,880)

751

139,454

(22,939)

(68,085)

12,551,091

216,152

2,808,990

(1,508,280)

(1,250,522)

12,817,431
(Continued)

121

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets

Proceeds from sale of available-for-sale financial assets
(Increase) decrease in debt investments with no active market
Increase in long-term prepayments for investment
Acquisition of property, plant and equipment
(Increase) decrease in refundable deposits
Proceeds from disposal of property, plant and equipment
Cash receipt of capital reduction from investments accounted for using
equity method
Acquisition of investment properties
Increase in prepayments for lease
Cash receipt of capital reduction from available-for-sale financial
assets
Acquisition of associates and joint ventures
Acquisition of intangible assets
Cash receipt of capital reduction from financial assets measured at cost
Decrease (increase) in other non-current assets
Net cash inflow on disposal of associate
Proceeds from sale of derivative instruments not held for trading

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Increase (decrease) in short-term bills payable
Dividends paid
Change of non-controlling interests
(Decrease) increase in short-term borrowings
Decrease in other non-current liabilities
Increase in guarantee deposits received
Repayments of bonds
Proceeds from issue of bonds

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES
2017
$ (6,799,317)
5,689,530
(2,037,434)
(1,954,754)
(1,157,324)
(711,225)
150,935
115,631
(48,967)
(27,997)
16,880
(16,024)
(13,608)

5,841
2,950
86

-


(6,784,797)

(34,878,734)
33,917,158
4,094,700
(3,025,272)
(528,712)
(300,971)
(63,285)
5,561
-

-


(779,555)


(285,210)
2016
$ (3,252,940)

2,904,802

2,885,375

-

(1,250,087)

1,085,701

90,775

-

(8,214)

(577,914)

-

(32,581)

(63,358)

-

(6,308)

-

555,733

2,330,984
(41,250,977)

35,487,417

(1,414,200)

(3,697,567)

(500,078)

972,525

(30,825)

2,516
(13,894,347)

6,000,000
(18,325,536)

(396,962)
(Continued)

122

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2017
$ 289,486

7,450,006

$ 7,739,492
2016
$ (3,574,083)

11,024,089
$ 7,450,006

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

123

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

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

Estimated Impairment of Trade Receivables of Subsidiaries

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

124

Corresponding audit procedures:

  1. We obtained an understanding and performed tests of the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.

  2. We evaluated the reasonableness of allowance for impairment loss by testing the ageing of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.

  3. We tested recoverability of receivables by vouching cash receipts after the balance sheet date.

  4. For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.

Fair Value Measurement of Investment Properties

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

Corresponding audit procedures:

  1. We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We tested samples of items from management’s supporting documentation, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in valuation process and reperformed the calculation of fair value.

Fair Value Measurement of Financial Instruments with No Active Market

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

Corresponding audit procedures:

  1. We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

125

  1. We obtained an understanding of management’s relevant financial data, including verifying the reasonableness of enterprise value/sales, enterprise value/earnings before interest, taxes, and amortization, value of equity securities/net equity and price-to-book ratio of other comparable listed companies used in the valuation process and reperformed the calculation of fair value.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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

126

achieves fair presentation.

  1. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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.

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

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

Deloitte & Touche Taipei, Taiwan Republic of China

March 23, 2018

Notice to Readers

The accompanying 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.

127

ASIA CEMENT CORPORATION

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

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 30)

Financial assets at fair value through profit or loss - current (Note 7)
Available-for-sale financial assets - current (Notes 8 and 32)
Debt investments with no active market - current (Notes 6, 10 and 30)
Notes receivable
Third parties
Related parties (Note 30)
Trade receivables
Third parties (Note 11)
Related parties (Notes 11 and 30)
Other receivables (Note 30)
Current tax assets (Note 26)
Inventories (Note 12)
Prepayments (Note 17)
Other current assets

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 13 and 32)

Available-for-sale financial assets - non-current (Note 8)
Financial assets measured at cost - non-current (Note 9)
Property, plant and equipment (Notes 14 and 32)
Investment properties (Notes 15, 30 and 32)
Intangible assets (Note 16)
Deferred tax assets (Note 26)
Long-term prepayments for leases (Note 17)
Other non-current assets (Notes 18, 22 and 30)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term bills payable (Note 19)

Accounts payable and accrued expenses
Third parties
Related parties (Note 30)
Dividends and bonuses payable
Current tax liabilities (Note 26)
Customers' deposits and advances (Note 21)
Current portion of long-term liabilities (Note 20)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 20)
Long-term borrowings (Note 20)
Deferred income tax liabilities (Note 26)
Deferred revenue - non-current (Note 21)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Notes 23 and 26)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2017
Amount
%
$ 815,926
1
171,500
-
3,063,312
2
2,596,386
1
102,303
-
-
-
365,037
-
399,481
-
33,114
-
5,664
-
1,303,587
1
105,239
-

8,327

-


8,969,876

5

109,772,422
61
9,044,215
5
128,793
-
4,665,393
3
42,019,637
23
8,948
-
168,986
-
259,142
-

4,808,286

3

170,875,822
95

$ 179,845,698
100

$ 9,128,405
5
1,342,662
1
172,116
-
201,986
-
-
-
117,786
-

4,088,612

2


15,051,567

8

10,000,000
6
18,574,083
10
7,894,060
4
858,838
1

31,585

-


37,358,566
21


52,410,133
29


33,614,472
19


1,168,692

1

15,068,480
8
63,001,957
35

16,125,837

9


94,196,274
52


(1,543,873)

(1)

127,435,565
71

$ 179,845,698
100
2016




































































Amount
%
$ 2,119,151
1

160,600
-

3,175,297
2

798,602
1

111,084
-

24,029
-

361,852
-

382,855
-

20,279
-

3,397
-

1,278,584
1

116,830
-

8,104

-

8,560,664

5
106,904,196
63

6,341,274
4

133,202
-

5,142,099
3

41,557,622
24

10,287
-

368,164
-

299,887
-

2,025,511

1
162,782,242
95
$ 171,342,906
100
$ 6,139,093
3

1,303,039
1

238,549
-

201,956
-

3,879
-

129,932
-

-

-

8,016,448

4

14,094,681
8

17,681,007
10

7,928,785
5

926,923
1

31,985

-

40,663,381
24

48,679,829
28

33,614,472
20

1,167,881

1

14,673,903
8

62,119,922
36

14,805,588

9

91,599,413
53

(3,718,689)

(2)
122,663,077
72
$ 171,342,906
100

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

128

ASIA CEMENT CORPORATION

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

OPERATING REVENUE (Notes 24 and 30)

OPERATING COSTS (Notes 12, 24, 25 and 30)

GROSS PROFIT
UNREALIZED GROSS PROFIT ON SALE TO
SUBSIDIARIES AND ASSOCIATES
REALIZED GROSS PROFIT ON SALE TO
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 25 and 30)

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 25)
Other gains and losses (Note 25)
Finance costs (Note 25)
Share of the profit or loss of subsidiaries and
associates

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX (BENEFIT) EXPENSE (Note 26)

NET INCOME FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS), NET
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive income (loss) of
subsidiaries and associates

2017
Amount
%
$ 8,186,867 100

7,525,121
92

661,746
8
-
-

9,181

-

670,927
8

522,645

6


148,282

2

439,018
5
(85,962) (1)
(331,552) (4)

5,231,593
64


5,253,097
64

5,401,379 66

(67,628)
(1)


5,469,007
67

148,032
2

103,891

1


251,923

3
2016





























Amount
%
$ 9,917,334 100

8,626,794
87

1,290,540 13

(1,545)
-

-

-

1,288,995 13

530,080

5

758,915

8

680,961
7

216,108
2

(368,940) (4)

3,263,937
33

3,792,066
38

4,550,981 46

605,212

6

3,945,769
40

(62,582) (1)

(138,082)
(1)

(200,664)
(2)
(Continued)

129

ASIA CEMENT CORPORATION

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

Items that may be reclassified subsequently to profit
or loss:
Unrealized gain (loss) on available-for-sale
financial assets

Share of the other comprehensive income (loss) of
subsidiaries and associates


Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

EARNINGS PER SHARE (Note 27)
Basic
Diluted
2017
Amount
%
$ 1,745,213 21

429,603

5


2,174,816
26


2,426,739
29

$ 7,895,746
96

$ 1.74
$ 1.74
2016








Amount
$ (2,914,758)
(10,380,358)

(13,295,116)

(13,495,780)

$ (9,550,011)

$ 1.26
$ 1.24
%
(29)
(105)
(134)
(136)
(96)
$



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

(Concluded)

130

ASIA CEMENT CORPORATION

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

BALANCE AT JANUARY 1, 2016
Appropriation of 2015 earnings
Legal reserve
Special reserve
Cash dividends - $1.1 per share
Change in capital surplus from investments in subsidiaries and
associates accounted for using equity method
Net income in 2016
Other comprehensive income (loss) for the year ended
December 31, 2016, net of income tax
Other change in equity from investments in subsidiaries and
associates accounted for using equity method
Special reserve reversed

BALANCE AT DECEMBER 31, 2016
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - $0.9 per share
Change in capital surplus from investments in subsidiaries and
associates accounted for using equity method
Net income in 2017
Other comprehensive income (loss) for the year ended
December 31, 2017, net of income tax
Other change in equity from investments in subsidiaries and
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2017
Capital Stock Issued
Shares
Amount
Capital Surplus
3,361,447 $ 33,614,472 $ 1,155,643
-
-
-
-
-
-
-
-
-
-
-
12,238
-
-
-
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,167,881
-
-
-
-
-
-
-
-
-
-
-
811
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,168,692
Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 14,187,878 $ 61,112,646 $ 16,251,812

486,025
-
(486,025)

-
1,159,506
(1,159,506)

-
-
(3,697,592)

-
-
-

-
-
3,945,769

-
-
(200,669)

-
(1,326)
895

-

(150,904)

150,904


14,673,903
62,119,922
14,805,588

394,577
-
(394,577)

-
881,019
(881,019)

-
-
(3,025,302)

-
-
-

-
-
5,469,007

-
-
251,923

-

1,016

(99,783)

$ 15,068,480
$ 63,001,957
$ 16,125,837
Other Equity Total
$ 9,576,422

-

-

-

-

-

(13,295,111)

-

-


(3,718,689)

-

-

-

-

-

2,174,816

-

$ (1,543,873)
Total Equity
$ 135,898,873

-

-

(3,697,592)

12,238

3,945,769

(13,495,780)

(431)

-
122,663,077

-

-

(3,025,302)

811

5,469,007

2,426,739

(98,767)
$ 127,435,565


















Exchange
Differences on
Translating
Foreign

Operations
$ 4,209,234

-

-

-

-

-

(4,253,547)

-

-


(44,313)

-

-

-

-

-

(2,593,840)

-

$ (2,638,153)
Unrealized
Gain (Loss) on
Available-for-
sale Financial
Assets
$ 5,013,239

-

-

-

-

-

(9,036,793)

-

-


(4,023,554)

-

-

-

-

-

4,751,621

-

$ 728,067
Unrealized
Gain on
Revaluation
$ 307,723

-

-

-

-

-

5

-

-


307,728

-

-

-

-

-

-

-

$ 307,728
Cash Flow
Hedge
$ 46,226

-

-

-

-

-

(4,776)

-

-


41,450

-

-

-

-

-

17,035

-

$ 58,485




















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

-

3,361,447
-
-
-
-
-
-

-


3,361,447

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

131

ASIA CEMENT CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit of subsidiaries and associates
Depreciation expenses
Gain on change in fair value of investment properties
Finance cost
Dividend income
Unrealized foreign exchange loss
Interest income
Gain on disposal of available-for-sale financial assets
Net (gain) loss on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
(Realized) unrealized gross profit on sale to subsidiaries and
associates
Effect of changes in exchange rate of bonds payable
Amortization expenses
Reversal of impairment loss on trade receivables
Loss on disposal of property, plant and equipment
Loss on redemption of bonds payable
Impairment loss recognized on financial assets
Other items
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Net defined benefit assets
Accounts payable and accrued expenses
Customers' deposits and advances
Deferred revenue

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

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in long-term prepayment for investment
(Increase) decrease in debt investments with no active market
Acquisition of available-for-sale financial assets
2017
2016
$ 5,401,379 $ 4,550,981
(5,231,593)
(3,263,937)
641,963
636,521
(380,386)
(899,748)
331,552
368,940
(297,566)
(362,946)
257,339
177,432
(57,841)
(57,613)
(34,961)
-
(10,900)
188,997
(9,181)
1,545
(7,470)
(159,295)
3,438
3,786
(254)
(465)
79
32
-
298,893
-
39,515
4,409
4,409
32,810
11,504
(28,858)
13,285
(12,540)
10,568
(25,003)
285,517
52,336
102,678
(223)
866
(20,774)
(49,247)
(53,426)
(196,395)
(12,146)
(4,083)

(68,085)

(68,085)
474,098
1,633,655
57,546
56,366
(325,003)
(257,163)
3,105,652
3,102,857

(2,267)

(170,836)

3,310,026

4,364,879
(1,911,179)
-
(1,872,833)
927,183
(899,109)
-
(Continued)

132

ASIA CEMENT CORPORATION

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

(Increase) decrease in refundable deposits

Proceeds from disposal of available-for-sale financial assets
Acquisition of property, plant and equipment
Acquisition of investment properties
Acquisition of intangible assets
Proceeds from sale of derivative instruments not held for trading
Proceeds from disposal of property, plant and equipment

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings

Dividends paid
Increase (decrease) in short-term bills payable
(Decrease) increase in guarantee deposits received
Repayments of bonds
Proceeds from issue of bonds
Decrease in short-term borrowings

Net cash generated from (used in) financing activities

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

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2017
$ (720,804)
286,209
(172,142)
(48,967)
(2,099)
-

-


(5,340,924)

18,588,000
(17,700,000)
(3,025,272)
2,990,000
(400)
-
-

-


852,328


(124,655)

(1,303,225)

2,119,151

$ 815,926
2016
$ 1,128,727

-

(557,953)

(44,241)

(5,434)

489,200

8,435

1,945,917

17,700,000
(13,437,000)

(3,697,567)

(1,613,000)

2,600
(13,894,347)

6,000,000

(50,000)

(8,989,314)

(78,477)

(2,756,995)

4,876,146
$ 2,119,151

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

(Concluded)

※The Company and its affiliates have not experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the printing date of the annual report.

133

VII Analysis of Financial Status, Operating Result, and Risk Management

7.1 Analysis of Financial Status

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Year
Item
2016 2017 Variance
Amount %
Current Assets 42,148,568 50,262,702 8,114,134 19
Property, Plant and
Equipment
58,832,486 53,738,838 (5,093,648) (9)
Intangible Assets 4,866,642 4,552,561 (314,081) (6)
Other Assets 132,623,089 138,510,247 5,887,158 4
Total Assets 238,470,785 247,064,348 8,593,563 4
Current Liabilities 40,857,530 53,948,167 13,090,637 32
Non-current Liabilities 56,950,034 47,319,817 (9,630,217) (17)
Total Liabilities 97,807,564 101,267,984 3,460,420 4
Equity Attributable To
Owners Of The Corporation
122,663,077 127,435,565 4,772,488 4
Share Capital 33,614,472 33,614,472 0 0
Capital Surplus 1,167,881 1,168,692 811 0
Retained Earnings 91,599,413 94,196,274 2,596,861 3
Other Equity (3,718,689) (1,543,873) 2,174,816 58
Non-Controlling Interests 18,000,144 18,360,799 360,655 2
Total Equity 140,663,221 145,796,364 5,133,143 4
Analysis of deviation over 20%:
1. The increase of current liabilities were mainly due to the increase of current portion of
long-term liabilities.
2. Other equity increased mainly resulted from the increase of unrealized gains on
available-for-sale financial assets.

134

7.2 Analysis of Financial Performance

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000
Year
Item
2016 2017 Variance
Amount %
Operating Revenue 60,946,190 64,899,248 3,953,058 6
Operating Costs 52,358,957 54,728,230 2,369,273 5
Gross Profit 8,587,233 10,171,018 1,583,785 18
Realized(Unrealized) Gross Profit 1,041 (540) (1,581) (152)
Realized Gross Profit 8,588,274 10,170,478 1,582,204 18
Operating Expenses 2,355,226 2,733,762 378,536 16
Profit From Operations 6,233,048 7,436,716 1,203,668 19
Non-operating Income And Expenses 243,541 1,062,443 818,902 336
Income Before Income Tax 6,476,589 8,499,159 2,022,570 31
Income Tax Expense 1,793,292 1,833,618 40,326 2
Net Profit For The Year 4,683,297 6,665,541 1,982,244 42
Other Comprehensive Income , Net (14,688,396) 2,119,539 16,807,935 114
Total Comprehensive Income For The
Year
(10,005,099) 8,785,080 18,790,179 188
Net Profit Attributable To
OwnerOf The Company
3,945,769 5,469,007 1,523,238 39
Net Profit Attributable To
Non-ControllingInterests
737,528 1,196,534 459,006 62
Total Comprehensive Income
AttributableTo OwnerOf The Company
(9,550,011) 7,895,746 17,445,757 183
Total Comprehensive Income
AttributableTo Non-ControllingInterests
(455,088) 889,334 1,344,422 295
1. Analysis of deviation over 20% :
The increase of the unrealized gross loss resulted from the transactions with affiliated companies
in 2017.
The increase of non-operating income and expenses was mainly due to the increase of investment
revenue .
The increase of the income before income tax and net profit for the year were mainly due to the
increase of China cement business profit.
Other comprehensive income increased mainly due to the increase of unrealized gains on
available-for-sale financial assets.
2.Expected sales volume in next one year and the reason for such expectation. The impact of such
expectation on the Company’s financial situation and operational performances, and the
Company’splan: Please refer to the “Letter to Shareholders”.
  1. Analysis of deviation over 20% :

The increase of the unrealized gross loss resulted from the transactions with affiliated companies in 2017.

The increase of non-operating income and expenses was mainly due to the increase of investment revenue .

The increase of the income before income tax and net profit for the year were mainly due to the increase of China cement business profit.

Other comprehensive income increased mainly due to the increase of unrealized gains on available-for-sale financial assets.

2.Expected sales volume in next one year and the reason for such expectation. The impact of such expectation on the Company’s financial situation and operational performances, and the Company’s plan: Please refer to the “Letter to Shareholders”.

135

7.3 Analysis of Cash Flow

(1)The Analysis for Changing of Cash Flow for 2017

Unit: NT$1,000 Unit: NT$1,000
Cash Balance in
the Beginning
Net Cash Inflows
from Operating
Activities
Total Cash
Outflows
The Cash
Surplus
Source of Funding for
Negative Cash Balance
Investing
Plans
Financing
Plans
7,450,006 8,139,048 7,849,562 7,739,492 - -
  1. Operating Activities: Mainly generated from operations NT$8,469,937 thousand and dividends received NT$2,298,195 thousand .

  2. Investing Activities: Mostly for net increase in financial assets NT$4,979,561 thousand.

  3. Financing activities: Mostly for payout of cash dividends NT$3,025,272 thousand and net increase in short-term and long-term loans NT$2,832,153 thousand.

  4. (2)Remedy plans for insufficient liquidity for 2017 Not Applicable.

  5. (3)Liquidity Analysis for the Coming Year

Unit: NT$1,000

Cash Balance in
the Beginning
Expected Net Cash
Inflows from
Operating Activities
Expected Total
Cash Outflows
Expected
Cash
Surplus
Expected Source of Funding
for Negative Cash Balance
Expected Source of Funding
for Negative Cash Balance
Investing
Plans
Financing
Plans
7,739,492 8,437,423 10,697,717 5,479,198 - -
  1. Operating Activities Mainly from operating income and cash dividends received.

  2. Investing Activities Primarily for investment in capital expenditures.

  3. Financing activities: Mostly for net decrease in short-term and long-term loans and payout of cash dividends.

7.4 Impacts of Major Capital Expenditures on Finance and Operation

7.4.1 Major Capital Expenditures and Funding Sources

UNIT: NT$1,000

Projects
Actual or
Expected
Source of
Capital
Actual or
Expected Date
of Completion


Total Capital
Capital Expenditures Capital Expenditures Capital Expenditures

Actual
Expected
2012~2016 2017 2018 2019 2020 2021
Installation constructions
of new indoor coal
bunker , stacker reclaimer
and material conveyor
system in Hualienplant
Self-owned
capital
Dec. 2021 556,160 10,233 70 11,500 140,000 100,000 294,357

7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure

  • A. To prevent coal heaps from collapsing due to heavy rain, and the corresponding cost from the damage to the machine and from rebuilding the coal heaps, and to ensure the water discharge during the period is in compliance with the environmental regulations.

  • B. To prevent coal from absorbing excessive water during the heavy rain which could cause some loss due to the reduction or interruption of clinker production.

136

7.5 Investment Strategies in the Most Recent Year, the Major Reasons for its

Gain or Loss and Improvement Plan and Investment Plans for Next Year

The majority of the company’s investments were for long-term strategic purposes. In 2016, the total gain through equity method by the company was NT$ 2,522,090 (on consolidated basis). In the future, the company will continue to focus on strategic purposes through prudent assessment.

7.6 Analysis and Evaluation of Risk Management

7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures

Foreign exchange impact:

The percentage of foreign exchange gains/losses over operating revenue and operating income in 2017 are as follows:

UnitNT$1,000
2017
(454,600)
64,899,248
(0.7%)
7,436,716
(6.1%)
Item\Year 2017
Foreign Exchange Gains (Losses)
(A)
(454,600)
OperatingRevenue(B) 64,899,248
% of Operating Revenue
(A)/(B)
(0.7%)
OperatingIncome(C) 7,436,716
% of OperatingIncome(A)/(C) (6.1%)

Foreign exchange rate fluctuates constantly because of the variation in market demand and supply. Thus, the risk of foreign exchange may occur to the Company by means of various trading. For the Company, most of the procurements of raw materials were disbursed in USD; foreign sales were collected in USD. Currently, the revenue mostly equals to the disbursement, which led to the effect of natural hedge, minimizing the impact of fluctuation of foreign exchange on the Company’s profit and loss.

(Besides natural hedge, in order to minimize the risk of foreign exchange, the Company and subsidiaries had adopted such risk management policies against the uncertainty)

  1. Monitoring the impact to foreign exchange rate from global macro-economic change and building up a necessary hedge mechanism.

  2. Planning future’s demand for currencies and establishing the foreign currency position from relatively lower level to reduce overall cost. Convert weak currencies to strong currencies.

137

Interest rate impact:

The percentage of interest revenue/losses over operating revenue and operating income in 2017 are as follows:

UnitNT$1,000
2017
(1,592,235)
64,899,248
(2.5%)
7,436,716
(21.4%)
Item \ Year 2017
Interest Revenue(Losses) (A) (1,592,235)
OperatingRevenue(B) 64,899,248
% of OperatingRevenue(A)/(B) (2.5%)
OperatingIncome(C) 7,436,716
% of OperatingIncome(A)/(C) (21.4%)

If market interest rates had been 0.01% higher/lower, the group’s pretax profit for the year ended December 31, 2017 would have decreased/increased by NT$3,264 thousand, mainly due to the Group’s exposure to interest rates on its floating-rate bank borrowings and bank deposits’ interest revenue and expenses.

The Company primarily utilizes short-term bank loans and issues long-term debt instruments to finance its short, mid, and long term funding demands.

According to the terms and conditions of agreements entered with banks, short-term bank loan, subject to floating interest rate basis, can be utilized in revolving method within the duration of the agreements. Since the Company has been maintaining stable status operationally and financially, it is capable of obtaining relatively lower interest rate with aggressive negotiations with banks. Besides, the duration of utilizing short-term loan is less than one year. In a whole, the impact of the fluctuation of interest rates on the Company’s short-term loans is limited. In order to minimize the risk of interest rate, the Company and subsidiaries had adopted such risk management policies against the uncertainty:

The Company mainly issues long-term and fixed interest rate debt instruments to lock relatively lower funding cost, which can reduce interest expense and impact of interest fluctuation, spare banks’ credit lines for temporary funding demand, replenish working capital, and improve financial structure to comply with the principle for long-term sustainable operation.

Inflation rate impact:

Taiwan inflation rate was about 0.62% in 2017. This inflation rate did not have substantial effect on the Company’s operation and profit. In order to minimize the risk of inflation rate, the Company and subsidiaries maintained stable and long-term cooperative relationships with our major suppliers.

138

7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives

The Company has no highly risky, highly leveraged investments and loaning to others or derivatives.

The Company provided endorsement and guarantee for its subsidiaries according to “Procedures for Endorsement and Guarantee”. Its balance was NT$22,632,412,000 and NT$ 22,375,427,000 by the end of 2017 and the end of March 2018 respectively. Based on conservative operating policy, the operations of its subsidiaries bring considerable income to the Company. Besides that, the Company supervises its subsidiaries regularly and controls related risks.

7.6.3 The Prevention of Legal Risks

In view of current company’s operations, in addition to compliance with laws and regulations, there are many different areas involved in the legal norms, such as dealing with other companies, government agency, stakeholders, employees, and other foreign-related cases. Preventing legal risks shall be the first priority in today’s business operators

In response to this situation, the Company asks those who majored in law to be in charge of the Secretarial Department. Besides, the Company teaches and requires every employee to comply with every regulation in daily operations. The Company also cooperates with the Group’s legal department to handle labor, general affairs, sales, factory management, taxation and other issues. Lawyers and accountants would be consulted if necessary. These could ensure legal risks reduced to maintain the Company's interests.

  • ◎R&D project and estimated expenditures in the future:
Unit: NT$1000
Item Amount
1 Hualien Plant No. 3 Cooler Improvement Project 240,000
2 The technology of automatic air-jet sieving 380
3 Technology of Powder-homogenizing in closed- system 800
Total 241,180
  • ◎Effect on the Company’s finance and operation from any changes in major policies and laws at home and abroad in the most recent fiscal year: None.

  • ◎Effect on the Company's finance and operation due to the technological improvement and the change of industrial environment in the most recent fiscal year: None.

◎Events influencing the Company's corporate image in the most recent fiscal year: None.

  • ◎Merger or acquisition plan in the most recent fiscal year: None.

  • ◎Plan of expanding capacity in the most recent fiscal year: None.

  • ◎Supply and sale of the Company in the most recent fiscal year: Normal and steady.

139

  • ◎Large volume shares transferred or changed by directors, supervisors, or shareholders with more than 10% shareholdings in the most recent fiscal year: None.

  • ◎Change of the Company’s management in the most recent fiscal year: None.

  • ◎Litigation, non-litigation incidents or administrative disputes of directors, supervisors, president, shareholders with more than 10% shareholdings, or subsidiaries which could materially affect shareholders' equity or the prices of the Company's securities: None.

  • ◎Other major risks: None.

7.7 Other Mentionable Issues : None.

140

VIII Special Disclosure

8.1 Organizational Chart of Affiliated Companies

==> picture [523 x 490] intentionally omitted <==

----- Start of picture text -----

0.03%
0.02%
99.87%
99.82% FU MING TRANSPORTATION CO., FU DA TRANSPORTATION CO.,
LTD. LTD.
100.00%
YUAN LONG STAINLESS STEEL
CORP. 100.00% NANCHANG YALI CONCRETE
PRODUCE LTD.
100.00% SUNRISE INDUSTRIAL HOLDINGS LTD. 100.00% ASIA CONTINENT INVESTMENT HOLDINGS PTE. LTD. 85.00% JIANGXI YADONG CEMENT CO.,LTD. 51.99% JIANGXI YALI TRANSPORT CO., LTD.
10.00%
99.94% 50.00%
0.02% NAN HWA CEMENT CORP . NANCHANG YADONG CEMENT CO., LTD.
25.00%
98.23% ASIA ENGINEERING ENTERPRISE 90.00% HUANGGANG YADONG CEMENT
0.07% CORP. CO., LTD. 10.00%
0.20% 90.00% WUHAN YADONG CEMENT CO., 100.00% WUHAN YALI CEMENT
LTD. PRODUCTS CO., LTD.
ASIA 67.73% ASIA CEMENT (CHINA) HOLDINGS CO. 100.00% PERFECT INDUSTRIAL HOLDINGS PTE. LTD. 100.00% 10.00% 48.00%
CEMENT ORIENTAL HOLDINGS CO., LTD.
CORP. 4.07% 100.00%
TAIZHOU YADONG BUILDING
99.96% 100.00% 51.22% CHENGDU YALI CEMENT MATERIAL CO., LTD.
ASIA CEMENT(SINGAPORE)PTE. LTD. ORIENTAL CONCRETE PTE.LTD. PRODUCTS CO.,LTD. 48.78%
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
0.39% 99.56% FU SHAN MINERAL STONE CO.,LTD. 99.99% 50.00% SHANGHAI YAFU CEMENT PRODUCTS CO., LTD. 15.00%
49.00% KOWLOON CEMENT CORP. LTD. 100.00% KOWLOON CONCRETE CORP. 90.00% 35.00%
99.99% 100.00% LTD. SHANGHAI YALI CEMENT 10.00%
0.001% DER CHING INVESTMENT CORP. AC MEGA INVESTMENT LTD. PRODUCTS CO., LTD.
100.00% AC LEAP INVESTMENT LTD. 100.00% JOIN FORTUNE TRADING LTD. 90.00% SICHUAN YALI CONCRETE 10.00%
100.00% PRODUCE CO., LTD.
51.00% YA LI TRANSPORTATION CORP. 100.00% AC MEGA II INVESTMENT LTD. 90.00% SICHUAN YALI TRANSPORT CO., LTD. 10.00%
AC MEGA III INVESTMENT LTD.
100.00% AC MEGA IV INVESTMENT LTD. 90.00% YANGZHOU YADONG CEMENT CO., LTD. 10.00% SICHUAN LANFENG BUILDING MATERIALS CO., LTD.
99.99% 100.00%
83.81% YA LI PRECAST ANDPRESTRESSED CONCRETE INDUSTRIES CORP. 22.31% YA LI PRECAST PVT. LTD. CONCRETE INDIA 64.50% 90.00% SICHUAN YADONG CEMENT CO., LTD. 100.00% 10.00% SICHUAN LANFENG CEMENT CO.,LTD.
ASIA ORIENTAL (GUAM) L.L.C. PEREZ-AOG, L.L.C.
77.69% 90.00% HUBEI YADONG CEMENT 10.00%
CO.,LTD. 100.00%
99.99% YA TUNG READY-MIXED CONCRETE CORP. 100.00% YATUNG VIETNAM CO., LTD. HUBEI YALI TRANSPORT CO., LTD.
0.004% 69.93% YA SING READY-MIXED 90.00% WUHAN YAXIN CEMENT CORP.
CONCRETE CORP. LTD.
0.05%
100.00% ASIA CEMENT EXPLORER
INVESTMENT LTD.
100.00%
ASIA INVESTMENT CORP. 100.00% ASIA CEMENT PIONEER
INVESTMENT LTD.
0.01%
100.00%
ASIA CEMENT PIONEER II
INVESTMENT LTD.
59.59%
CHIAHUI POWER CORP. 100.00%
ASIA CEMENT PIONEER III
INVESTMENT LTD.
100.00% ASIA CEMENT PIONEER IV
INVESTMENT LTD.
----- End of picture text -----

-141-

8.2 Basic Information of Affiliated Companies

Currency: NT$ (except otherwise specified) Unit: $1,000

Unit: $1,000 Unit: $1,000
As of December 31,2017
Company Name Establishing Paid-in Main business or
Date **Capital ** **Production Item **
FU MING TRANSPORTATION CO., LTD. Feb. 1980 295,695
Transportation
Address: 23F., No.16-1, Xinzhan Rd., Banqiao Dist.,
NewTaipeiCity
YUAN LONG STAINLESS STEEL CORP. Dec. 2005 2,000,000 Stainless steel
Address: No.28, Daye S. Rd., Xiaogang Dist.,
Kaohsiung City
SUNRISE INDUSTRIAL HOLDINGS LTD. Apr. 1996 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 90
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
NAN HWA CEMENT CORP. May. 1979 261,440 Cement,
Address: No.90, Sec. 2, Linkong. Rd., Longchin Blast-Furnace Slag,
Dist., Taichung City Limestone Slag
ASIA ENGINEERING ENTERPRISE CORP. Nov. 1982 81,144 Engineering
Address: No.125, Xinxing Rd., Xincheng Township,
HualienCounty
ASIA CEMENT (CHINA) HOLDINGS CO. Apr. 2004 HKD
Investment
Address: Century Yard, Cricket Square, Hutchins 156,685
Drive, P.O. Box 2681GT, George Town,
Grand Cayman,BritishWestIndies
ASIA CEMENT (SINGAPORE) PTE. LTD. Apr. 1964 SGD
Cement
Address: 5 Little Road #09-01 Cemtex Industrial 10,500
Building Singapore 536983
DER CHING INVESTMENT CORP. Dec. 1988 5,956,218
Investment
Address: 31F., No.207, Sec. 2, Dunhua S. Rd., Da’an
Dist.,TaipeiCity
YA LI TRANSPORTATION CORP. Oct. 1980 100,000 Transportation
Address: No.125, Xinxing Rd., Xincheng Township,
HualienCounty
YA LI PRECAST AND PRESTRESSED Nov. 1990 193,776
Cement products
CONCRETE INDUSTRIES CORP.
Address: No.3, Sec. 2, Jiayuan Rd., Shulin Dist.,
NewTaipeiCity
YA TUNG READY-MIXED CONCRETE CORP. Jan. 1999 1,575,000 Ready-mixed
Address: No.139, Sec. 1, Datong Rd., Xizhi Dist., concrete, Cement
New Taipei City products
ASIA INVESTMENT CORP. Oct. 1998 2,084,879
Investment
Address: 31F., No.207, Sec. 2, Dunhua S. Rd., Da’an
Dist.,TaipeiCity
CHIAHUI POWER CORP. Apr. 1996 4,700,000
Power plant
Address: No.688, Songzijiao, Minxiong Township,
ChiayiCounty
FU DA TRANSPORTATION CO., LTD. Feb. 1989 279,279
Transportation
Address: 23F., No.16-1, Xinzhan Rd., Banqiao Dist.,
NewTaipeiCity
PERFECT INDUSTRIAL HOLDINGS PTE. LTD. May. 1997 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 9,379
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
ORIENTAL CONCRETE PTE. LTD. Oct. 1980 SGD Ready-mixed
Address: 5 Little Road #09-01 Cemtex Industrial 17,000 concrete, Leasing
BuildingSingapore 536983

-142-

Company Name Establishing Paid-in Main business or
Date **Capital ** **Production Item **
FU SHAN MINERAL STONE CO., LTD. Dec. 1970 13,000 Mining excavation,
Address: No.125, Xinxing Rd., Xincheng Township, mineral processing
HualienCounty and sales
KOWLOON CEMENT CORP. LTD. Sept. 1986 HKD Cement
Address: 11/F Lippo Leighton Tower, 103 Leighton 23,000
Road, CausewayBay,HongKong
AC MEGA INVESTMENT. LTD. Nov. 2010 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 19,600
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
AC LEAP INVESTMENT. LTD. Nov. 2010 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 19,600
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
AC MEGA II INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 10,000
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
AC MEGA III INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 10,000
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
AC MEGA IV INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 19,400
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
YA LI PRECAST CONCRETE INDIA PVT. LTD. June. 2007 INR
Cement products
Address: 7/241,2nd Floor, Sunder Vihar, Paschim 16,000
Vihar, NewDelhi-110087
ASIA ORIENTAL (GUAM) L.L.C Aug. 2010 USD Investment
Address: 136 Adrian Sanchez Street Tamuning, GU 8,000
96913
YATUNG VIETNAM CO. LTD. Feb. 2010 VND Ready-mixed
Address: Supporting industry zone, Ky Phuong 141,348,502 concrete
Commune, Ky Anh District, Ha Tinh
Province
YA SING READY-MIXED CONCRETE CORP. Apr. 2000 100,000 Ready-mixed
Address: No.350, Niupu S. Rd., Xiangshan Dist., concrete
Hsinchu City
ASIA CEMENT EXPLORER INVESTMENT. LTD. Aug. 2008 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 11,415
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
ASIA CEMENT PIONEER INVESTMENT. LTD. Aug. 2008 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 66,550
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
ASIA CEMENT PIONEER II INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 18,500
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
British Virgin Islands

-143-

Company Name Establishing Paid-in Main business or
Date **Capital ** **Production Item **
ASIA CEMENT PIONEER III INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 10,000
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
ASIA CEMENT PIONEER IV INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 9,510
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
ASIA CONTINENT INVESTMENT HOLDINGS Apr. 1995 USD Investment
PTE. LTD. 288,847
Address: 5 Little Road #09-01 Cemtex Industrial
Building Singapore 536983
ORIENTAL INDUSTRIAL HOLDINGS PTE. LTD. May. 1994 USD Investment
Address: 5 Little Road #09-01 Cemtex Industrial 763,962
Building Singapore 536983
KOWLOON CONCRETE CORP. LTD. Mar. 1992 HKD Ready-mixed
Address: 11/F Lippo Leighton Tower, 103 Leighton 10 concrete, Barges
Road, CausewayBay,HongKong
JOIN FORTUNE TRADING LTD Jul. 2012 USD Investment
Address: 263 MAIN STREET, ROAD TOWN, 2,980
TORTOLA,BRITISHVIRGINISLANDS
PEREZ-AOG, L.L.C. Mar. 2011 USD Ready-mixed
Address: 136 Adrian Sanchez Street Tamuning, 9,600 concrete, Cement
GU 96913 products
JIANGXI YADONG CEMENT CO., LTD. Oct. 1997 USD Cement, Clinker,
Address: No.6, Yadong Road, Ma-Tou Town, Rui 356,104 Blast-Furnace Slag,
Chang City, Jiangxi Province, China Cement products
HUANGGANG YADONG CEMENT CO., LTD. Aug. 2006 USD Cement, Clinker,
Address: 5 Tiyu Avenue,Huangzhou Zone, 86,170 Blast-Furnace Slag,
Huanggang City,Hubei Province, China Cement products
WUHAN YADONG CEMENT CO., LTD. Nov. 1999 USD Cement Grinding,
Address: Cihui Avenue, Wujiashan Taiwan Business 36,140 Blast-Furnace Slag
InvestmentZone,Dongxihu, Wuhan, China
ORIENTAL HOLDINGS CO., LTD. July. 2003 USD Investment
Address: Room 305A,No 2875,South Yanggao Rd, 130,407
Pudong NewArea, Shanghai
CHENGDU YALI CEMENT PRODUCTS CO., Dec. 2004 USD Ready-mixed
LTD. 4,100 concrete,
Address: No.68 AnPeng Road, Tianpeng Town, Cement products
Pengzhou, Chengdu City, Sichuan, China
SHANGHAI YAFU CEMENT PRODUCTS CO., Jan. 2003 USD Ready-mixed
LTD. 2,540 concrete,
Address: No.3000 Longwu Road Minhang Cement products
ShanghaiChina
SHANGHAI YALI CEMENT PRODUCTS CO., Nov. 1995 USD Ready-mixed
LTD. 15,000 concrete,
Address: No.3000 Longwu Road Minhang Cement products
ShanghaiChina
SICHUAN YALI CONCRETE PRODUCE CO., Nov. 2005 USD Ready-mixed
LTD. 3,300 concrete,
Address: No.268,Three Passage,Wenquan Road Cement products
Wenjiang District,Chendu
City,Sichuan,China
SICHUAN YALI TRANSPORT CO., LTD. May. 2006 USD Transportation
Address: No.68 AnPeng Road, Tianpeng Town, 3,500
Pengzhou,Chengdu City,Sichuan,China

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Company Name Establishing Paid-in Main business or
Date **Capital ** **Production Item **
YANGZHOU YADONG CEMENT CO., LTD. July. 2006 USD Cement Grinding,
Address: No.7 Gudu Road BaliTown, Yangzhou 35,530 Blast-Furnace Slag,
Economic Development Zone Yangzhou Ready-mixed
City Jiangsu Province China concrete, Cement
products
SICHUAN YADONG CEMENT CO., LTD. Nov. 2004 USD Cement, Clinker,
Address: No.66 AnPeng Road, Tianpeng Town, 368,340 Blast-Furnace Slag,
Pengzhou, Chengdu City, Sichuan, China Cement products
HUBEI YADONG CEMENT CO., LTD. June. 2005 USD Cement, Clinker,
Address: No.66 Ya Dong Avenue, Pingjiang West 154,800 Blast-Furnace Slag,
Road, Yangluo Economic Development Cement products
Zone, WuhanCity,Hubei Province, China
NANCHANG YALI CONCRETE PRODUCE LTD. Dec. 2003 RMB Ready-mixed
Address: Melin AVE Bashuihu Industries Zone 60,000 concrete,
NanchangETDZJiangxi Province Cement products
JIANGXI YALI TRANSPORT CO., LTD. Apr. 2005 RMB Transportation
Address: No.8, Yadong Road, Ma-Tou Town, Rui 12,500
Chang City, Jiangxi Province, China
NANCHANG YADONG CEMENT CO., LTD. Jan. 2004 RMB Cement Grinding,
Address: Industrial 2nd Rd, Changdong Industrial 90,000 Blast-Furnace Slag
Park, Nanchang Jiangxi, China
WUHAN YALI CEMENT PRODUCTS CO., LTD. Dec. 2007 RMB Ready-mixed
Address: No.66 Ya Dong Avenue, Pingjiang Went 60,000 concrete,
Road, Yangluo Economic Development Cement products
Zone, WuhanCity,Hubei Province, China
TAIZHOU YADONG BUILDING MATERIAL CO., Sep. 2013 USD Cement
LTD. 16,000 warehousing and
Address: Central Village of Yong anzhou Town, wholesale
Gaogang District, Thaizhou, Jiangsu
Province, China
SICHUAN LANFENG BUILDING MATERIALS Nov. 2010 RMB Cement products,
CO., LTD. 20,000 Construction
Address: Middle, Qinggui Road, Guihua Town,
Pengzhou, Chengdu City, Sichuan, China
SICHUAN LANFENG CEMENT CO., LTD. Sep. 2008 RMB Cement, Clinker,
Address: Middle, Qinggui Road, Guihua Town, 600,000 Blast-Furnace Slag,
Pengzhou, Chengdu City, Sichuan, China Cement products
HUBEI YALI TRANSPORT CO., LTD. Oct. 2006 RMB Transportation
Address: Cihui Avenue, Wujiashan Taiwan Business 13,000
Investment Zone, Dongxihu, Wuhan, Hubei
Province, China
WUHAN YAXIN CEMENT CO., LTD. Aug. 2003 RMB Cement, Clinker,
Address: Jiangjun mountain, Jiangxia District, 90,000 Blast-Furnace Slag,
Wuhan,Hubei Province,China Cementproducts

8.3 Main Business of Affiliated Companies

Please Refer to Above List.

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8.4 Information of the Directors, Supervisors, and Presidents of Affiliated Companies

Companies
As of December 31,2017
Company Name Title Name or Representative Shareholding

Shares

%
FU MING TRANSPOR-
TATION CO., LTD.
Chairman Johnny Shih (ACC Representative)
29,517,188

99.82
Director / President W.T. Hsu (ACC Representative) 29,517,188
99.82
Director K.Y. Lee (ACC Representative) 29,517,188
99.82
Director Y.F. Chang (ACC Representative) 29,517,188
99.82
Director C.M. Chen (ACC Representative) 29,517,188
99.82
Director C.H. Chung (ACC Representative) 29,517,188
99.82
Director R.K. Tsai (ACC Representative) 29,517,188
99.82
Supervisor T.L. Yu (Asia Investment Corp.
Representative)
5,000
0.02
Supervisor Humphrey Cheng (Asia
Investment Corp. Representative)
5,000
0.02
YUAN LONG
STAINLESS STEEL
CORP.
Chairman K.Y. Lee (ACC Representative) 200,000,000
100.00
Director / President B.R. Cheng (ACC Representative) 200,000,000
100.00
Director Peter Hsu (ACC Representative) 200,000,000
100.00
Director C.F. Cheng (ACC Representative) 200,000,000
100.00
Director C.M. Chen (ACC Representative) 200,000,000
100.00
Supervisor Doris Wu (ACC Representative) 200,000,000
100.00
Supervisor T.M. Chen (ACC Representative) 200,000,000
100.00
SUNRISE INDUSTRIAL
HOLDINGS LTD.
Director Douglas Tong Hsu
(ACC Representative)
90,000
100.00
Director Peter Hsu (ACC Representative) 90,000
100.00
Director K.Y. Lee (ACC Representative) 90,000
100.00
Director R.H. Shao (ACC Representative) 90,000
100.00
Director Doris Wu (ACC Representative) 90,000
100.00
NAN HWA CEMENT
CORP.
Chairman K.Y. Lee (ACC Representative) 26,128,171
99.94
Director / President Y.F. Chang (ACC Representative) 26,128,171
99.94
Director Douglas Tong Hsu 1,548
0.00
Director Peter Hsu 1,548
0.00
Director C.M. Chen (ACC Representative) 26,128,171
99.94
Director Doris Wu (ACC Representative) 26,128,171
99.94
Director C.H. Chen (ACC Representative) 26,128,171
99.94
Director C.H. Chiu (ACC Representative) 26,128,171
99.94
Director K.M. Fu (ACC Representative) 26,128,171
99.94
Director C.M. Chen (ACC Representative) 26,128,171
99.94
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
5,000
0.02
ASIA ENGINEERING
ENTERPRISE CORP.
Chairman Y.F. Chang (ACC Representative) 7,970,703
98.23
Director / President Z.P. Chang (ACC Representative) 7,970,703
98.23
Director Peter Hsu 6,817
0.08
Director K.Y. Lee (ACC Representative) 7,970,703
98.23
Director C.H. Chen (ACC Representative) 7,970,703
98.23
Supervisor H.Y. Kao (Asia Investment Corp.
Representative)
6,000
0.07
ASIA CEMENT (CHINA)
HOLDINGS CO.
Chairman /
Non-Executive
Director

Douglas Tong Hsu
3,000,000
0.19
Vice Chairman /
Executive Director
Peter Hsu 200,000
0.01
Executive Director T.H. Chang 1,422,000
0.09

Executive Director

Doris Wu
20,000
0.00
Executive Director Z.L. Wu 481,500
0.03
Executive Director C.K. Chang 430,000
0.03

Executive Director

S.J. Lin
400,000
0.03

-146-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Independent Non -
Executive Director
D.L. Zhan 0
0.00
Independent Non -
Executive Director
K.C. Lee 0
0.00
Independent Non -
Executive Director
K.M. Wang 0
0.00
Independent Non -
Executive Director
Wei Wang 0
0.00
ASIA CEMENT
(SINGAPORE) PTE. LTD.
Chairman /
Managing Director
Douglas Tong Hsu 2
0.00

Vice Managing
Director
J.H. Lin (ACC Representative) 10,495,495
99.96
Director Peter Hsu (ACC Representative) 10,495,495
99.96
Director K.Y. Lee (ACC Representative) 10,495,495
99.96
Director Y.F. Chang (ACC Representative) 10,495,495
99.96
Director R.H. Shao (ACC Representative) 10,495,495
99.96
Director Doris Wu (ACC Representative) 10,495,495
99.96
Director C.P. Sue (ACC Representative) 10,495,495
99.96
DER CHING
INVESTMENT CORP.
Chairman K.Y. Lee (ACC Representative) 595,576,603
99.99
Director Peter Hsu 6,639
0.00
Director Y.F. Chang (ACC Representative) 595,576,603
99.99
Director W.K. Chou (ACC Representative) 595,576,603
99.99
Director C.M. Chen (ACC Representative) 595,576,603
99.99
Director Doris Wu (ACC Representative) 595,576,603
99.99
Director H.Y. Kao (ACC Representative) 595,576,603
99.99
Supervisor H.T. Peng (Asia Investment Corp.
Representative)
5,401
0.00
Supervisor Karen Yang (Asia Investment
Corp. Representative)
5,401
0.00
YA LI
TRANSPORTATION
CORP.
Chairman K.Y. Lee (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director Peter Hsu (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director Y.F. Chang (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director Z.P. Chang (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director C.H. Chung (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director C.H. Chen (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director W.T. Hsu (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Supervisor Dana Lee (ACC Representative) 5,100,000
51.00
YA LI PRECAST AND
PRESTRESSED
CONCRETE
INDUSTRIES CORP.
Chairman K.Y. Lee(ACC Representative) 16,241,083
83.81
Director Douglas Tong Hsu
(ACC Representative)
16,241,083
83.81
Director Peter Hsu(ACC Representative) 16,241,083
83.81
Director Y.F. Chang (ACC Representative) 16,241,083
83.81
Director C.H. Chiu(ACC Representative) 16,241,083
83.81
Director C.H. Chung (ACC Representative) 16,241,083
83.81
Director C.F. Cheng (ACC Representative) 16,241,083
83.81
Supervisor Lin Kuo(FEGC Representative) 3,105,647
16.03
Supervisor T.L. Yu(FEGC Representative) 3,105,647
16.03
YA TUNG
READY-MIXED
CONCRETE CORP.
Chairman K.Y. Lee(ACC Representative) 157,492,851
99.99
President C.P. Chen 0
0.00
Director Peter Hsu 155
0.00
Director Y.F. Chang (ACC Representative) 157,492,851
99.99

-147-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director W.K. Chou(ACC Representative) 157,492,851
99.99
Director C.M. Chen(ACC Representative) 157,492,851
99.99
Supervisor Doris Wu (Asia Investment Corp.
Representative)
5,725
0.00
Supervisor
H.Y. Kao (Asia Investment Corp.
Representative)
5,725
0.00
ASIA INVESTMENT
CORP.
Chairman K.Y. Lee(ACC Representative) 208,487,884
100.00
Director Y.F. Chang (ACC Representative) 208,487,884
100.00
Director Doris Wu(ACC Representative) 208,487,884
100.00
Supervisor H.Y. Kao(ACC Representative) 208,487,884
100.00
CHIAHUI POWER CORP. Chairman Douglas Tong Hsu
(ACC Representative)
280,093,521
59.59
President C.L. Chen 0
0.00
Director Peter Hsu (ACC Representative) 280,093,521
59.59
Director K.Y. Lee (ACC Representative) 280,093,521
59.59
Director Masahiro Uchiuzo
(J-Power Investment Netherlands
B.V. Representative)
187,854,807
39.97
Director Takashi Jahana
(J-Power Investment Netherlands
B.V. Representative)
187,854,807
39.97
Supervisor Doris Wu (Asia Investment Corp.
Representative)
37,574
0.01
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
37,574
0.01
FU DA
TRANSPORTATION CO.,
LTD.
Chairman
Johnny Shih
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director / President W.T. Hsu
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director K.Y. Lee
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director Y.F. Chang
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director Y.X. Wu
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director Humphrey Cheng
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Supervisor R.K. Tsai (Asia Investment Corp.
Representative)
7,145
0.03
Supervisor
C.M. Shi (Asia Investment Corp.
Representative)
7,145
0.03
PERFECT INDUSTRIAL
HOLDINGS PTE. LTD.
Director
Douglas TongHsu
0
0.00
Director Doris Wu 0
0.00
ORIENTAL CONCRETE
PTE. LTD.
Chairman Douglas Tong Hsu
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director /
Managing Director
J.H. Lin
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director Peter Hsu
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00

-148-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director K.Y. Lee
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director C.P. Sue
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
FU SHAN MINERAL
STONE CO., LTD.
Chairman Y.F. Chang (Der Ching Investment
Corp. Representative)
1,294,270
99.56
Director / President Z.P. Chang (Der Ching Investment
Corp. Representative)
1,294,270
99.56
Director Peter Hsu (Der Ching Investment
Corp. Representative)
1,294,270
99.56
Director C.M. Chen (Der Ching Investment
Corp. Representative)
1,294,270
99.56
Director
Manfred Wang (Der Ching
Investment Corp. Representative)
1,294,270
99.56
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
5,000
0.38
KOWLOON CEMENT
CORP. LTD.
Chairman
Douglas Tong Hsu
0
0.00
Director Johnny Shih 0
0.00
Director K.Y. Lee 0
0.00
Director Y.F. Chang 0
0.00
Director R.H. Shao 0
0.00
Director C.P. Sue 0
0.00
AC MEGA INVESTMENT
LTD.

Director
C.M. Chen (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director
W.K. Chou (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
19,600,000
100.00
AC LEAP INVESTMENT
LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
19,600,000
100.00
AC MEGA II
INVESTMENT LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
10,000,000
100.00
AC MEGA III
INVESTMENT LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
10,000,000
100.00
AC MEGA IV
INVESTMENT LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
19,400,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
19,400,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
19,400,000
100.00
YA LI PRECAST
CONCRETE INDIA PVT.
LTD.
Chairman X.M. He
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99

-149-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director W.H. Yeh
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director H.Y. Kao
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director Gary Lee
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director H.C. Lee
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
ASIA ORIENTAL
(GUAM) L.L.C
Manager
C.P. Chen
0
0.00
YATUNG VIETNAM CO.
LTD.
Manager S.Y. Huang 0
0.00
YA SING READY-MIXED
CONCRETE CORP.
Chairman K.Y. Lee
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director / President Z.G. He
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director C.H. Chung
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director Z.P. Chen
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director S.Y. Huang
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director W.S. Tsai
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director J.F. Tsai
(Nan Kung Enterprise Corp.Ltd.
Representative)
1,000,000
10.00
Director J.B. Zhuo
(Lien Fang Enterprise Corp.Ltd.
Representative)
500,000
5.00
Director T.Y. Huang
(Chu Chiang Enterprise Corp.Ltd.
Representative)
1,000,000
10.00
Supervisor F.C. Wu
(Ho Hwei Enterprise Corp.Ltd.
Representative)
500,000
5.00
Supervisor W.K. Chou
(Asia Investment Corp.
Representative)
5,000
0.05

-150-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Supervisor C.W. Chiang
(Asia Investment Corp.
Representative)
5,000
0.05
ASIA CEMENT
EXPLORER
INVESTMENT LTD.
Director C.M. Chen
(Asia Investment Corp.
Representative)
11,415,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
11,415,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
11,415,000
100.00
ASIA CEMENT PIONEER
INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
66,550,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
66,550,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
66,550,000
100.00
ASIA CEMENT PIONEER
II INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
18,500,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
18,500,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
18,500,000
100.00
ASIA CEMENT PIONEER
III INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
10,000,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
10,000,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
10,000,000
100.00
ASIA CEMENT PIONEER
IV INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
9,510,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
9,510,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
9,510,000
100.00
ASIA CONTINENT
INVESTMENT
HOLDINGS PTE. LTD.
Chairman Douglas Tong Hsu 0
0.00
Director Peter Hsu 0
0.00
Director K.Y. Lee 0
0.00
Director Doris Wu 0
0.00
Director Soon Heng Leong 0
0.00
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
Chairman Douglas Tong Hsu 4,000
0.00
Director Peter Hsu 0
0.00

-151-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director R.H. Shao 1,000
0.00
Director Doris Wu 0
0.00
Director Soon Heng Leong 0
0.00
KOWLOON CONCRETE
CORP. LTD.
Chairman Douglas Tong Hsu 0
0.00
Director K.Y. Lee 0
0.00
Director L.H. Fang 0
0.00
Director Doris Wu 0
0.00
Director C.P. Sue 0
0.00
JOIN FORTUNE
TRADING LTD
Manager C.P. Sue 0
0.00
Manager Gary Lee 0
0.00
PEREZ-AOG, L.L.C. Manager C.L. Lai 0
0.00
JIANGXI YADONG
CEMENT CO., LTD.
Chairman Z.L. Wu
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director / President C.K. Chang
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director S.J. Lin
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director L.H. Fang
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director J.B. Yu
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director L. Tian
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director T.M. Chen
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director Dana Lee
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
35,610


10.00
Director Karen Yang
(Oriental Holdings Co., Ltd.
Representative)
*USD
35,610


10.00
Director D.M. Yao
(Jiangxi Provincial Investment
Group Corp. Representative)
*USD
17,805


5.00
Supervisor T.Z. Wu
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
HUANGGANG YADONG
CEMENT CO., LTD.
Chairman Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00

-152-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director / President C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director W.Y. Liu
(Oriental Holdings Co., Ltd.
Representative)
*USD
8,617


10.00
Supervisor B.H. Lu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
WUHAN YADONG
CEMENT CO., LTD.
Chairman C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
President L. Tian *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director M. Wang
(Oriental Holdings Co., Ltd.
Representative)
*USD
3,614


10.00
Supervisor W.F. Hsu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
ORIENTAL HOLDINGS
CO., LTD.
Chairman Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
President Doris Wu *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Director Peter Chiang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Supervisor Michael Ting
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
CHENGDU YALI
CEMENT PRODUCTS
CO., LTD.
Chairman
J.Q. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
President J.B. Yu *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22

-153-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
Director S.J. Lin
(Oriental Holdings Co., Ltd.
Representative)
*USD
2,000


48.78
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
2,000


48.78
Supervisor C.H. He
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
SHANGHAI YAFU
CEMENT PRODUCTS
CO., LTD
Chairman H.M. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
President C.H. Chiang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
Director S.J. Lin
(Shanghai Yali Cement Products
Co., Ltd. Representative)
*USD
889


35.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
381


15.00
Supervisor K.M. Fu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
SHANGHAI YALI
CEMENT PRODUCTS
CO., LTD.
Chairman W.K. Chou
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
President C.H. Chiang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Supervisor Rodney Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00

-154-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
SICHUAN YALI
CONCRETE PRODUCE
CO., LTD.
Chairman Z.X. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
President J.B. Yu *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
330


10.00
Supervisor P.P. Yu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
SICHUAN YALI
TRANSPORT CO., LTD.
Chairman S.Y. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
President L.H. Fang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
350


10.00
Supervisor W.T. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
YANGZHOU YADONG
CEMENT CO., LTD.
Chairman Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
President T.S. Yang *USD
0


0.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00

-155-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Z.S. Lee
(Oriental Holdings Co., Ltd.
Representative)
*USD
3,553


10.00
Supervisor C.H. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
SICHUAN YADONG
CEMENT CO., LTD.
Chairman S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
President L.H. Fang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director X.M. Guo
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director J.H. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director C.H. Cheng
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director W.T. Hsu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director Gary Lee
(Oriental Holdings Co., Ltd.
Representative)
*USD
36,834


10.00
Supervisor C.W. Chiang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
HUBEI YADONG
CEMENT CO., LTD.
Chairman C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director / President S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director A.K. Fu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director H.R. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00

-156-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director T.S. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Jason Tai
(Oriental Holdings Co., Ltd.
Representative)
*USD
15,480


10.00
Director M.C. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Supervisor J.X. Shen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
NANCHANG YALI
CONCRETE PRODUCE
LTD.
Chairman Humphrty Cheng
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
President S.M. Chang *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director S.J. Lin
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director Doris Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Supervisor H.W. Chen
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
JIANGXI YALI
TRANSPORT CO., LTD.
Chairman W.T. Hsu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
President T.S. Yang *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
Director S.J. Lin
(Oriental Holdings Co., Ltd.
Representative)
*RMB
6,000


48.00
Director Doris Wu *RMB
0


0.00
Supervisor L.C. Lian
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99

-157-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
NANCHANG YADONG
CEMENT CO., LTD.
Chairman S.J. Lin
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
President A.K. Fu *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
Director Doris Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
Director D.H. Lin
(Oriental Holdings Co., Ltd.
Representative)
*RMB
22,500


25.00
Director Y.T. Wang
(Oriental Holdings Co., Ltd.
Representative)
*RMB
22,500


25.00
Director X.L. Chang
(Fangda Special Steel Technology
Co., Ltd. Representative)
*RMB
22,500


25.00
Director M.H. Li
(Fangda Special Steel Technology
Co., Ltd. Representative)
*RMB
22,500


25.00
Supervisor J.F. Jiang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
WUHAN YALI CEMENT
PRODUCTS CO., LTD.
Chairman L.C. Chen
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
President R.X. Ciou *RMB
0


0.00
Director Z.L. Wu
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director C.K. Chang
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director S.J. Lin
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director Doris Wu
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Supervisor S.M. Chang
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
TAIZHOU YADONG
BUILDING MATERIAL
CO., LTD.
Chairman S.J. Lin
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
President T.S. Yang *USD
0


0.00

-158-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Z.L. Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director C.K. Chang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Supervisor Z.Y. Chang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
SICHUAN LANFENG
BUILDING MATERIALS
CO., LTD.
Chairman Doris Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director / President J.B. Yu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director Peter Hsu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director Z.L. Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director C.K. Chang
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director S.J. Lin
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director L.H. Fang
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director T.L. Yu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Supervisor J.H. Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
SICHUAN LANFENG
CEMENT CO., LTD.
Chairman Doris Wu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director / President J.B. Yu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director Peter Hsu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director Z.L. Wu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director C.K. Chang
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director S.J. Lin
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00

-159-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director L.H. Fang
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director T.L. Yu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Supervisor J.H. Wu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
HUBEI YALI
TRANSPORT CO., LTD.
Chairman J.J. Jiang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director Z.L. Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director C.K. Chang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director S.J. Lin
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director Doris Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Supervisor Y.H. Lu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
WUHAN YAXIN
CEMENT CO., LTD.
Chairman Doris Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
President
L. Tian
*RMB
0


0.00
Director Z.L. Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director C.K. Chang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director S.J. Lin
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director R.T. Sie
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director C.C. Cheng *RMB
9,000


10.00
Supervisor J.S. Lee
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00

The above companies marked with the “” sign are not incorporated companies. Therefore the shareholding are shown in capital (Unit: INR, USD, VND and RMB $1,000) instead of shown in numbers of shares.

-160-

8.5 Operating Condition of Affiliated Companies

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Book closure date: 31 December 2017
Company Name Capital Total Assets Total
Liabilities
Net Value Net Sales Operating
Income
(Loss)
Income
(Loss)
After
Income
Tax
Earnings
(Loss)
per Share
(After
Income Tax)
FU MING TRANSPORTATION
CO., LTD.
295,695 1,763,247 338,993 1,424,254
903,589

73,796

231,093

7.82
YUAN LONG STAINLESS
STEEL CORP.
2,000,000 5,051,182 3,372,910 1,678,272
6,036,722

164,860

90,857

0.45
SUNRISE INDUSTRIAL
HOLDINGS LTD.
2,909 124,247 75,804 48,443
0

(88)

(2,171)
(24.13)
NAN HWA CEMENT CORP. 261,440 880,526 523,654 356,872
381,974

39,800

25,713

0.98
ASIA ENGINEERING
ENTERPRISE CORP.
81,144 277,780 171,527 106,253
73,667

14,733

19,362

2.39
ASIA CEMENT (CHINA)
HOLDINGS CO.
634,911 60,815,241 15,730,684 45,084,557
0

(237,048)

2,711,936

1.73
ASIA CEMENT (SINGAPORE)
PTE. LTD.
250,425 3,991,615 817,007 3,174,608
725,084

(57,663)

43,833

4.17
DER CHING INVESTMENT
CORP.
5,956,218 16,755,089 4,781,024 11,974,065
335,756

321,056

432,986

0.73
YA LI TRANSPORTATION
CORP.
100,000 434,744 16,809 417,935
166,253

(9,592)

4,934

0.49
YA LI PRECAST AND
PRESTRESSED CONCRETE
INDUSTRIES CORP.
193,776 417,662 375,072 42,590
407,905

(60,364)

(73,488)
(3.79)
YA TUNG READY-MIXED
CONCRETE CORP.
1,575,000 3,715,562 2,112,996 1,602,566
6,724,836

21,023

10,855

0.07
ASIA INVESTMENT CORP. 2,084,879 8,146,371 6,673,504 1,472,867
285,450

284,177

155,329

0.75
CHIAHUI POWER CORP. 4,700,000 11,366,498 2,302,737 9,063,761
6,114,715

1,038,985

782,583
1.67
FU DA TRANSPORTATION
CO., LTD.
279,279 1,035,121 328,748 706,373
773,544

88,465

135,860

4.86
PERFECT INDUSTRIAL
HOLDINGS PTE. LTD.
278,659 58,308,818 0 58,308,818
0

(121)

3,874,482

413.09
ORIENTAL CONCRETE PTE.
LTD.
376,890 253,150 968 252,182
11,257

3,086

4,601

0.27
FU SHAN MINERAL STONE
CO.,LTD.
13,000 89,522 55,167 34,355
60,185

2,732

1,943

1.49
KOWLOON CEMENT CORP.
LTD.
93,150 903,044 2,156 900,888
23,798

(2,661)

(9,732)
(4.23)
AC MEGA INVESTMENT
LTD.
579,926 370,974 0 370,974
0

(596)

(3,916)
(0.20)
AC LEAP INVESTMENT
LTD.
579,439 406,214 0 406,214
0

(682)

(2,552)
(0.13)
AC MEGA II INVESTMENT
LTD.
289,050 196,746 0 196,746
0

(341)

(2,075)
(0.21)
AC MEGA III INVESTMENT
LTD.
289,050 225,471 0 225,471
0

(380)

(2,304)
(0.23)

-161-

Company Name Capital Total Assets Total
Liabilities
Net Value Net Sales Operating
Income
(Loss)
Income
(Loss)
After
Income
Tax
Earnings
(Loss)
per Share
(After
Income Tax)
AC MEGA IV INVESTMENT
LTD.
575,055 497,371 0 497,371
0

(676)

(7,392)
(0.38)
YA LI PRECAST CONCRETE
INDIA PVT. LTD.
8,338 9,871 6,631 3,240
0

(923)

(929)
Note 1
ASIA ORIENTAL (GUAM)
L.L.C
242,046 86,238 55 86,183
949

(678)

(35,135)
Note 1
YATUNG VIETNAM CO., LTD. 201,823 230,364 37,910 192,454
236,259

4,535

1,637

Note 1
YA SING READY-MIXED
CONCRETE CORP.
100,000 180,199 92,030 88,169
574,994

6,593

4,679

0.47
ASIA CEMENT EXPLORER
INVESTMENT LTD.
334,065 121,813 0 121,813
0

(459)

(3,109)
(0.27)
ASIA CEMENT PIONEER
INVESTMENT LTD.
2,039,879 1,507,617 56,379 1,451,238
0

(2,186)

(14,239)
(0.21)
ASIA CEMENT PIONEER
II INVESTMENT LTD.
544,135 416,833 0 416,833
0

(667)

(2,325)
(0.13)
ASIA CEMENT PIONEER
III INVESTMENT LTD.
289,050 181,519 0 181,519
0

(321)

(2,017)
(0.20)
ASIA CEMENT PIONEER
IV INVESTMENT LTD.
286,263 208,789 0 208,789
0

(379)

(1,204)
(0.13)
ASIA CONTINENT
INVESTMENT HOLDINGS
PTE. LTD.
8,581,641 18,166,806 91 18,166,715
0

(199)

2,338,497

7.05
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
22,706,243 40,123,654 139 40,123,515
0

(307)

1,558,621

2.22
KOWLOON CONCRETE CORP.
LTD.
38 127,476 142 127,334
2,655

(10,899)

359

35.93
JOIN FORTUNE TRADING
LTD.
87,400 31,122 631 30,491
0

(90)

(20,005)
(6.71)
PEREZ-AOG, L.L.C. 285,216 221,838 158,538 63,300
273,764

(50,708)

(56,128)
Note 1
JIANGXI YADONG CEMENT
CO., LTD.
10,579,850 27,283,212 5,934,526 21,348,686 15,586,109
3,549,545

2,803,691

Note 1
HUANGGANG YADONG
CEMENT CO., LTD.
2,560,111 5,099,418 358,944 4,740,474
2,638,778

606,723

493,699

Note 1
WUHAN YADONG CEMENT
CO., LTD.
1,073,719 3,174,390 608,022 2,566,368
2,171,185

5,745

(65,122)
Note 1
ORIENTAL HOLDINGS CO.,
LTD.
3,874,392 7,759,778 8,882 7,750,896
0

(902)

453,366

Note 1
CHENGDU YA LI CEMENT
PRODUCTS CO., LTD.
121,811 299,405 40,069 259,336
208,130

63,428

46,060

Note 1
SHANGHAI YAFU CEMENT
PRODUCTS CO., LTD.
75,463 93,510 1,665 91,845
0

(2,875)

(4,412)
Note 1
SHANGHAI YALI CEMENT
PRODUCTS CO., LTD.
445,650 575,647 434,634 141,013
331,691

(82,029)

(142,473)
Note 1
SICHUAN YALI CONCRETE
PRODUCE CO., LTD.
98,043 371,021 276,333 94,688
250,035

1,632

(8,901)
Note 1
SICHUAN YALI TRANSPORT
CO., LTD.
103,985 229,225 57,729 171,496
317,258

(6,618)

(8,577)
Note 1

-162-

Company Name Capital Total Assets Total
Liabilities
Net Value Net Sales Operating
Income
(Loss)
Income
(Loss)
After
Income
Tax
Earnings
(Loss)
per Share
(After
Income Tax)
YANGZHOU YADONG
CEMENT CO., LTD.
1,055,596 2,565,596 1,048,270 1,517,326
3,103,119

69,445

55,085

Note 1
SICHUAN YADONG CEMENT
CO., LTD.
10,943,381 20,057,833 3,817,404 16,240,429
5,167,409

198,782

145,647

Note 1
HUBEI YADONG CEMENT
CO., LTD.
4,599,108 11,901,365 1,629,598 10,271,767
5,392,666

852,600

760,461

Note 1
NANCHANG YALI CONCRETE
PRODUCE LTD.

272,811
860,068 72,916 787,152
418,778

52,461

34,345

Note 1
JIANGXI YALI TRANSPORT
CO., LTD.
56,836 193,406 46,655 146,751
287,056

22,739

17,034

Note 1
NANCHANG YADONG
CEMENT CO., LTD.
409,216 799,997 90,310 709,687
740,058

51,331

42,706

Note 1
WUHAN YALI CEMENT
PRODUCTS CO., LTD.
272,811 476,915 240,765 236,150
384,978

(49,302)

(116,099)
Note 1
TAIZHOU YADONG BUILDING
MATERIAL CO., LTD.

475,360
982,294 631,487 350,807
606,480

22,757

(23,503)
Note 1
SICHUAN LANFENG
BUILDING MATERIALS CO.,
LTD.
90,937 50,284 147,216 (96,932) 0
(2,138)

(7,779)
Note 1
SICHUAN LANFENG CEMENT
CO., LTD.
2,728,109 7,093,489 4,309,708 2,783,781
3,675,692

244,654

65,121

Note 1
HUBEI YALI TRANSPORT CO.,
LTD.
59,109 117,594 31,985 85,609
171,332

(7,459)

(6,012)
Note 1
WUHAN YAXIN CEMENT
CORP. LTD.
409,216 1,809,567 535,142 1,274,425
1,279,068

57,672

22,235

Note 1

Note 1: The subsidiaries in China or overseas are limited liability companies; therefore it’s not able to count earnings per share.

Note 2: The data in Balance Sheet are converted according to the exchange rate at the end of 2017( USD:29.71;SGD:22.17;RMB:4.546848; HKD:3.777;INR:0.4653;VND:0.00094 ); the data in Income Statement are converted according to the 2017 average exchange rate ( USD 30.4315 SGD 22.0392 RMB 4.513509 HKD 3.9049 INR 0.4668 VND 0.00122 ).

Consolidated Financial Reports: Please read section 6.4 for details.

Relationship Report: Not applicable.

Private placement: None.

The shares held or disposed by subsidiaries in the most recent fiscal year and the current fiscal year up to the date of printing of the annual report : None.

In the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, any event which has a material impact on shareholders' equity or securities prices: About the information of the Company's investment in China Shanshui Cement Group Ltd., please refer to the Note 8 AVAILABLE-FOR-SALE FINANCIAL ASSETS in consolidated financial report.

  • Any other matters listed in Article 36, paragraph 3, subparagraph 2 of the Securities and

Exchange Act which might materially affect shareholders' equity or the price of the company's securities, occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

-163-

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ASIA CEMENT CORPORATION