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ACC Proxy Solicitation & Information Statement 2026
51736_rns_2026-04-27_c48ebf00-fae9-4c98-9178-976a49f223ac.pdf
Proxy Solicitation & Information Statement
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遠東集團 FAR EASTERN GROUP
亚洲水泥 ASIA CEMENT CORPORATION
Stock Code: 1102
http://www.acc.com.tw/
http://emops.twse.com.tw
ASIA CEMENT CORPORATION
Handbook For
The 2026 Regular Shareholders’ Meeting
Meeting Time: 9:00 A.M., May 28, 2026
Meeting Venue: GIS MOTC Convention Center
5F. No. 24, Sec. 1, Hangzhou S. Rd., Zhongzheng Dist., Taipei City, Taiwan
Convening method: Video Assisted Shareholders’ Meeting (Physical Shareholders’ Meeting convened and assisted by video)
Website: https://stockservices.tdcc.com.tw/
Table of Contents
I MEETING AGENDA...1
II REPORTING EVENTS...2
REPORT 1: 2025 BUSINESS REPORT...2
REPORT 2: 2025 FINANCIAL STATEMENTS...14
REPORT 3: AUDIT COMMITTEE’S REVIEW REPORT ON THE 2025 FINANCIAL STATEMENTS...38
REPORT 4: REPORT ON THE DISTRIBUTION OF 2025 CASH DIVIDENDS...39
REPORT 5: REPORT ON THE 2025 DIRECTORS’ REMUNERATION AND EMPLOYEES’ COMPENSATION...40
REPORT 6: REPORT ON THE ISSUED CORPORATE BOND...41
II RECOGNIZING EVENTS...43
PROPOSAL 1: ACCEPTANCE OF THE 2025 BUSINESS REPORT AND FINANCIAL STATEMENTS...43
PROPOSAL 2: ACCEPTANCE OF THE PROPOSAL FOR DISTRIBUTION OF 2025 PROFITS...44
III DISCUSSING AND ELECTION EVENTS...45
PROPOSAL 1: TO ELECT DIRECTORS AND INDEPENDENT DIRECTORS...45
PROPOSAL 2: PROPOSAL FOR RELEASE THE PROHIBITION ON DIRECTORS FROM PARTICIPATION IN COMPETITIVE BUSINESS...50
IV SPECIAL MOTIONS...53
RULES AND BYLAWS...54
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ARTICLES OF INCORPORATION OF ASIA CEMENT CORPORATION...54
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MEETING RULES OF SHAREHOLDERS FOR ASIA CEMENT CORPORATION...62
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ELECTION RULES FOR DIRECTORS...68
APPENDIX...71
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SHAREHOLDING OF DIRECTORS...71
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EFFECTS ON BUSINESS PERFORMANCE AND EPS RESULTING FROM STOCK DIVIDEND DISTRIBUTION...72
I Meeting Agenda
Asia Cement Corporation
Meeting Agenda of
The 2026 Regular Shareholders’ Meeting
Call the Meeting to Order
Chairperson Remarks
Reporting Events
Recognizing Events
Discussing and Election Events
Special Motions
Adjournment
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II Reporting Events
Report 1: 2025 Business Report
Explanation:
The 2025 business report is attached as the following pages.
2025 Business Report
I. Overlook of Business in 2025
- The Company started as a cement manufacturer. With nearly 70 years of development, guided by the strategy of "diversified operations and multiple profit streams," it has actively utilized the circular economy to build industrial competitiveness in response to carbon fees and green construction trends. According to statistics from the Ministry of Economic Affairs and related industrial analysis reports, the Taiwan cement market in 2025, influenced by the global economic environment and the progress of domestic public works, exhibited a pattern of "steady domestic demand, weak exports, and increased imports". According to statistics from the Taiwan Cement Manufacturers' Association, total cement sales by all industry players in 2025 reached 10,171,703 metric tons, a year-on-year (YoY) increase of approximately $2.99\%$ . Among this, domestic sales, benefiting from the continued momentum of technology plant construction and public works, reached 9,840,385 metric tons, a slight YoY decrease of only $0.28\%$ . Export sales, restricted by weak international demand, transportation costs, and trade conditions, fell to approximately 109,500 metric tons, a YoY decrease of $15.9\%$ . Additionally, due to changes in international supply, total cement imports in Taiwan grew to 4,060,378 metric tons, a YoY increase of $14.14\%$ .
2025 Domestic Cement Consumption: 13,900,763 MT
[Source: Taiwan Cement Manufacturers' Association, 2025]
- Regarding individual corporate performance, the Company's domestic cement sales in 2025 reached 3,325,027 metric tons, a YoY increase of $9.22\%$ , outperforming the overall industry level. The Company accounted for approximately $33.79\%$ of the market share among domestic manufacturers and approximately $23.92\%$ of total domestic cement sales (including imports). This demonstrates the Company's stable supply capacity and market
position in the domestic cement market.
Figure A: Asia Cement's Market Share Among Domestic Producers
(Source: Taiwan Cement Manufacturers' Association, 2025)
Figure B: Asia Cement's Share of Total Taiwan Sales (Includes Imports)
(Source: Taiwan Cement Manufacturers' Association, 2025)
- Reviewing the domestic economic performance in 2025, in addition to the continuous expansion of semiconductor plants driven by the AI supply chain, enterprises also increased investments in power infrastructure and energy-saving buildings in response to net-zero emission policies, driving domestic demand. In the construction market, the government continued its expansionary fiscal policy, accelerating major public projects such as the latter stages of the Forward-Looking Infrastructure Development Program and social housing, maintaining steady growth for the overall domestic economy in 2025. According to relevant statistics, total domestic cement consumption in 2025 was approximately 13,900,763 metric tons, a YoY increase of approximately $3.54\%$ . The average annual per capita cement consumption rose to $597~\mathrm{kg}$ , a YoY increase of approximately $4.01\%$ , indicating stable demand in domestic infrastructure and construction markets.
- In 2025, total cement production in China reached 1.693 billion metric tons, a decrease of $6.9\%$ compared to 2024, reaching a new annual low since 2010. During the same period, our invested companies in China achieved a total clinker production of 17,608 thousand metric tons, a YoY decrease of $9.49\%$ . Combined sales of cement, clinker, and slag powder totaled 22,392 thousand metric tons, a YoY decrease of $7.32\%$ .
- The Company has vertically integrated its operations across the upstream, midstream, and downstream sectors of the construction market, from mining, clinker, cement, ready-mixed concrete, precast elements, and construction materials to general construction projects, enhancing the overall value of its cement business. Furthermore, it has expanded into electricity, steel, transportation, and energy storage, maximizing corporate value through diversified management. In 2025, non-cement businesses and investments accounted for $37.68\%$ of the operating profit, demonstrating the parallel development of recovered profit momentum in the core business and stable contributions from diversified sectors, reflecting the strategic value of diversification.
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Asia Cement has long implemented the core strategy of "Strengthening the core business, diversifying development, and moving towards sustainability". In addition to deepening its core cement business, it actively enhances international competitiveness through strategic investments in enterprises such as Far Eastern New Century and U-Ming Marine Transport. In terms of resource integration and global deployment, the Company partners with Far Eastern New Century to deepen the circular economy, implementing low-carbon product R&D through its world-leading green material technology. Through U-Ming Marine Transport's high-efficiency eco-friendly fleet and international shipping network, the Company optimizes cross-border logistics efficiency and enhances operational resilience. Through resource linkage across industries and regions, the Company has successfully built a more competitive supply chain system.
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In 2025, the Company's consolidated operating revenue was NT$71,038,529 thousand, a YoY decrease of 6.89%, while consolidated operating profit was NT$8,406,187 thousand, a YoY increase of 5.56%. Investments recognized under the equity method, primarily consisting of Far Eastern New Century, U-Ming Marine Transport, and China Shanshui Cement, totaled an investment gain of NT$2,242,810 thousand. Consolidated net profit after tax reached NT$10,215,115 thousand, with a net profit margin of 14.38%. Net profit attributable to the Company's shareholders was NT$10,029,823 thousand. The distribution of 2025 earnings, approved at the 12th meeting of the 28th Board of Directors, consists of a cash dividend of NT$2.3 per share.
II. Operation Performance in 2025
1. Production
Unit: 1000 MT
| Item Region | Cement | Difference Compared to 2024 | % | Clinker | Difference Compared to 2024 | % |
|---|---|---|---|---|---|---|
| ACC (Taiwan) | 3,379 | 270 | 8.69 | 3,074 | 132 | 4.50 |
*Key Performance Index:
Total cement production reached 3,379 thousand metric tons, compared to planned production of 3,080 thousand metric tons, resulting in an achievement rate of 109.71%.
Total clinker production reached 3,074 thousand metric tons, compared to planned production of 2,750 thousand metric tons, resulting in an achievement rate of 111.78%.
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Unit: 1000 MT
| Item Region | Cement | Difference Compared to 2024 | % | Clinker | Difference Compared to 2024 | % |
|---|---|---|---|---|---|---|
| ACC (China) | 20,889 | (811) | (3.74) | 17,608 | (1,846) | (9.49) |
*Key Performance Index:
Total Cement production reached 20,889 thousand metric tons, compared to planned production of 21,804 thousand metric tons, resulting in an achievement rate of 95.80%.
Total Clinker production reached 17,608 thousand metric tons, compared to planned production of 17,976 thousand metric tons, resulting in an achievement rate of 97.95%.
- Sales
Asia Cement (Taiwan)
Unit: 1000 MT; NT$1,000
| Volume & Value Product | 2025 | Difference Compared to 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | |||||||
| Volume | Value | Volume | Value | Volume | % | Value | % | |
| Cement & Clinker | 3,374 | 9,911,630 | 42 | 159,511 | 235 | 7.37 | 703,437 | 7.51 |
*Key Performance Index:
Total sales of self-produced cement and clinker reached 3,416 thousand metric tons, compared to estimated sales of 3,160 thousand metric tons, resulting in an achievement rate of 108.10%.
Asia Cement (China)
Unit: 1000 MT; NT$1,000
| Volume & Value Product | 2025 | Difference Compared to 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Domestic Sale | Export Sales | |||||||
| Volume | Value | Volume | Value | Volume | % | Value | % | |
| Cement & Clinker | 21,189 | 19,642,756 | 729 | 677,468 | (2,149) | (8.93) | (4,052,280) | (16.63) |
*Key Performance Index:
Total sales of self-produced cement and clinker reached 21,918 thousand metric tons, compared to estimated sales of 22,510 thousand metric tons, resulting in an achievement rate of 97.37%.
III. Deployment of investment in China
- Asia Cement was the first cement company to invest in China after the government opened up its investment policy by allowing domestic enterprise to invest in cement industry in China and has been present for 30 years.
- Asia Cement (China), a subsidiary of the Company, was listed on the main board of HKEX on May 20, 2008, with total assets amounting to approximately RMB 19.7 billion. Currently, Asia Cement (China) operates 25 subsidiaries and maintains strategic partnerships with 5 other companies in Mainland China. The business is primarily located
in Jiangxi, Sichuan, Hubei, Jiangsu, and Shanghai, with Jiangxi Yatung Cement Co., Ltd., Sichuan Yatung Cement Co., Ltd., and Hubei Yatung Cement Co., Ltd. serving as the core operating entities in the Southeast, Southwest, and Central China regions, respectively. Building upon this foundation, Asia Cement (China) has established numerous integrated cement plants, grinding mills, cement product plants, and transportation companies, along with distribution centers and sales offices, thus forming a comprehensive and efficient production, transportation, and sales network.
IV. Overview of investment in China
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Jiangxi Yatung Cement owns 6 cement kilns and is one of the largest cement production bases in Jiangxi Province, with an annual production capacity of 14 million metric tons. Sichuan Yatung Cement owns 3 kilns with an annual production capacity of 6 million metric tons and features a long conveyor belt system for limestone transportation, ensuring both efficiency and environmental sustainability. Sichuan Lanfeng Cement owns 2 kilns with an annual production capacity of 5 million metric tons. These two companies form the core of Asia Cement's presence in the Chengdu market.
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Hubei Yatung and Huanggang Yatung own 3 kilns with a total annual production capacity of 6 million metric tons. Huanggang Yatung is also currently expanding with a new production line boasting an annual capacity of 3 million metric tons and is expected to commence operations in 2026. Asia Cement (China) also deploys grinding mills in Yangzhou, Wuhan, and Nanchang to supply nearby regional markets, thereby enhancing service efficiency and market share.
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In addition, Jiangling Yatung Building Materials Co., Ltd. commenced plant construction in early April 2025. Overall, the Company's investments in Mainland China have established Asia Cement's significant presence in the Central China, Southwest China, and Southeast China markets.
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Asia Cement (China) has equipped all production lines with high-efficiency waste heat recovery power-generating systems, which effectively helps to reduce electricity costs and reliance on external power sources.
V. Prospect of performance of cement industry in Taiwan and China
1. Taiwan
In the Taiwanese construction market, government policy remains a key factor influencing the structure of cement demand. Looking back at 2025, the central bank's credit control measures continued to take effect, and bank lending conditions tightened, gradually cooling the real estate market's transaction momentum, with private
construction investment decisions becoming more cautious. Looking ahead to 2026, the tone of relevant financial and housing market policies is expected to remain stable, and private construction demand will continue to maintain a conservative trend.
In public investment, the government continues its expansionary fiscal policy to support domestic demand. The Executive Yuan has approved the 2026 central government general budget, with expenditures reaching NT$3 trillion, covering several ongoing and new major construction projects. High levels of funding are still allocated for infrastructure investments such as water management, transportation construction, and industrial upgrading, indicating that the government's policy direction of supporting economic growth through public works remains unchanged.
On the policy front, to promote the "2050 Net-Zero Architecture" goal, the government has further extended the focus of carbon reduction to "low-embodied carbon" management throughout the entire life cycle of construction projects. The Architecture and Building Research Institute of the Ministry of the Interior has pointed out that low-embodied carbon labeling has been included in the FSC's ESG report as a sustainable economic activity item. In conjunction with the "Guidelines for Energy Conservation and Carbon Reduction throughout the Life Cycle of Public Building Projects" issued by the Ministry of the Interior, it is planned that from July 2027, new public buildings for office and service use must apply for low-carbon (low-embodied carbon) building labels concurrently when applying for green building labels and building energy efficiency assessments, formally incorporating material carbon footprints into the public works and building evaluation system.
Overall, in 2026, as government public works gradually strengthen green procurement and the application of low-carbon building materials, coupled with the increasing importance placed on the carbon emission performance of materials in the construction market, the rigid demand for low-carbon cement and low-carbon concrete is expected to grow significantly. In line with policy trends and social expectations, the company will continue to invest resources in advancing environmental protection processes and low-carbon technologies, with "low-carbonization" and "high added value" as its strategic core, to consolidate market competitiveness and strive to create sustainable and stable long-term value for shareholders.
2. Mainland China
2026 China Cement Industry Development Outlook: Macro Support Builds Resilience, Transformation and Integration Begin a New Chapter
In 2025, the domestic economy moved towards new and better quality and
efficiency, with annual GDP growing by 5.0% year-on-year, successfully achieving the annual growth target. Looking ahead to 2026, as the inaugural year of the "15th Five-Year Plan," China's economy will continue to feature "stable growth, deep structural optimization, and accelerated conversion of old and new driving forces." Macro policies will continue to anchor on the core drivers of expanding domestic demand and technological innovation. The annual economic growth rate is expected to be in the reasonable range of 4.5%-5.0%, providing solid macroeconomic support for the recovery of the cement industry.
Although the cement market in 2025 was severely affected by the dual impact of demand contraction and oversupply, showing a grim operating situation of "reduced volume, weak prices, and pressure on efficiency," in 2026, with the continued efforts of a series of policy combinations to stabilize investment and expand domestic demand, the growth rate of domestic fixed asset investment is expected to reverse its downward trend and achieve stabilization and recovery. This will, in turn, lead to a marginal improvement in cement market demand and a gradual restoration of industry prosperity. It is expected that cement prices in 2026 will continue to follow a trend of "low in the front, high in the back, with a steady upward movement of the fluctuation center."
Demand Side: Policy Efforts Build Resilience, Structural Increments Continue to be Released
In 2026, the synergistic efforts of macro policies will provide core support for cement demand. Proactive fiscal policy and prudent, appropriate monetary policy will continue to work in tandem. New special-purpose bonds and ultra-long-term special government bonds will continue to increase investment in effective areas. The accelerated implementation of the "Three Major Projects", construction of affordable housing, renovation of urban villages, and urban renewal, will continue to drive steady growth in infrastructure investment and stabilize the bottom of the real estate industry chain, offsetting the demand gap caused by the downturn in traditional real estate and becoming the core support for cement demand. At the same time, the continued implementation of work such as strengthening county-level infrastructure, deepening the rural revitalization strategy, and upgrading rural infrastructure will further unlock the potential of domestic demand in lower-tier markets, opening up long-term structural growth space for the cement market. The industry's overall demand scale still has sufficient support potential.
Supply Side: Capacity Control Continues to Tighten, Industry Structure Accelerates Optimization
Under the general guidance of the "dual carbon" goals and the "dual control" policy
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for energy consumption, the supply-side structural reform of the cement industry will continue to deepen in 2026. On one hand, the industry will continue to promote the special rectification of clinker capacity compliance, strictly control illegal overproduction, rigidly implement normalized staggered production requirements, and promote an orderly contraction of the industry's total clinker capacity to alleviate the supply-demand imbalance from the source. On the other hand, rigid control of capacity in key industries will continue to be strengthened. Through in-depth rectification of the industry's "involutionary" disorderly competition, the orderly exit of backward and inefficient capacity and the smooth succession of high-quality capacity will be accelerated. Industry concentration will continue to increase, and the competitive landscape will be continuously optimized.
2026 is the final year of the implementation phase for the inclusion of the cement industry in the national carbon market. Starting in 2027, the industry will officially enter a new stage of "dual control of total volume and intensity" of carbon emissions, and the cost of carbon emissions will fully enter a period of explicit, rigid, hard constraints. This key policy node will force the entire industry to accelerate the promotion of ultra-low emission retrofits, the large-scale application of carbon capture, utilization, and storage (CCUS) technologies, and the implementation of green and low-carbon technologies such as "photovoltaics + cement" and hydrogen energy substitution for calcination, pushing the green and low-carbon transformation of the cement industry into a full-scale assault period.
Industry Outlook: Leading Enterprises Drive Transformation and Upgrading, Dual-Wheel Drive Opens a New Chapter
Leading cement enterprises, by virtue of their solid operating fundamentals, leading technological innovation capabilities, and advantages in full-industry chain layout, will continue to play the core role of industry integration leaders and market operation stabilizers, leading the transformation and upgrading of the entire industry. At the same time, the entire industry will accelerate the deep integration and application of digital and green technologies, continue to advance in directions such as intelligent manufacturing, green building materials, low-carbon processes, and unmanned intelligent mines, and accelerate the cultivation of new quality productive forces for industry development.
VI. Operation Plan of the Company in 2026
In 2026, Asia Cement (Taiwan) plans to produce a total of 2,710 thousand metric tons of clinker and 3,042 thousand metric tons of cement. The total sales of self-produced cement and clinker are projected to be 3,102 thousand metric tons. Asia Cement (China)
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plans to produce a total of 15,743 thousand metric tons of clinker and 19,647 thousand metric tons of cement, with total sales of self-produced cement and clinker projected at 20,015 thousand metric tons. In terms of investment businesses, covering diversified fields such as ready-mixed concrete, stainless steel, electricity, transportation, and energy storage, we will continue to deepen the competitive strength and digital transformation of each core business, and seize the profit opportunities brought by industrial upgrading. This will ensure that the company can demonstrate excellent operating performance and risk resistance capabilities in a rapidly changing global economic environment, thereby realizing the long-term value goal of co-prosperity with stakeholders.
VII. Implementation of ESG by the Company
In response to the implementation of the carbon fee system and the global trend of net-zero transition, the Company coordinates and integrates ESG issues through the Corporate Sustainability Committee. It has incorporated relevant climate risks and opportunities into the board-level management structure to strengthen strategic planning and oversight mechanisms. While maintaining financial stability and operational flexibility, the Company prudently assesses the impact of the carbon fee system on its operations, prioritizing investments in the circular economy and innovative carbon reduction technologies. This ensures that the results of the low-carbon transition can be stably converted into operational performance, allowing for the continuous creation of long-term value for shareholders while balancing environmental responsibility and economic performance.
1. Climate Governance: Aligning Achievements with International Standards
In the 2025 CDP rating, the Company's overall performance on climate change was upgraded to the highest "A" level, a recognition received by only about 4% of participating companies worldwide. This shows that the Company's climate governance, risk identification, and management actions are in line with international benchmarks. Additionally, in September 2025, the Company officially passed the review for the most stringent 1.5°C near-term carbon reduction target by the SBTi, covering Scope 1 to Scope 3. This makes it the fourth cement company in Asia to complete this target setting. The Company has also achieved its SBTi science-based reduction targets for the past five consecutive years, demonstrating the scientific basis, execution capability, and continuity of its carbon reduction path, laying a solid foundation for the long-term sustainable operation of the Company.
2. Circular Economy: Deepening Carbon Reduction Benefits with Innovative Technology
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In terms of industrial transformation, the Company continues to use the "circular economy" as its core carbon reduction path. In 2025, the amount of reused materials reached 680,000 tons, successfully reducing CO2e by 280,000 tons. Concurrently, we are investing in the research and development of innovative Carbon Capture and Utilization (CCU) technology, which is currently in the medium-scale trial phase. Its future implementation is expected to further enhance overall carbon reduction efficiency. Facing the growing demand for low-embodied carbon buildings in the construction market, the Company is also collaborating with its subsidiary, Yadong Ready-Mixed Concrete, to continuously develop more competitive low-carbon building materials. Through a comprehensive carbon reduction path covering raw materials, processes, and applications, we are helping the construction industry reduce carbon at the source.
- Biodiversity: Promoting Habitat Conservation and Education Based on Science
Building on its expertise in mine vegetation restoration, the company systematically promotes biodiversity actions. By the end of 2025, the cumulative revegetated area in mining zones reached 74.3 hectares. Ecological surveys have recorded indicator species such as the yellow-throated marten, crab-eating mongoose, Swinhoe's pheasant, and crested serpent eagle, indicating continuous improvement in habitat quality. The Asia Cement Ecological Park is the largest privately-owned butterfly garden in Taiwan, having successfully restored about 40 species of butterflies, including the protected golden birdwing, gradually forming a regional biodiversity demonstration site. The company also replicates its experience in creating butterfly habitats in 43 schools and communities across Taiwan through an ex-situ conservation model, helping to build butterfly gardens and deepen ecological education and local participation. Furthermore, the park has long been open to the public for free visits with guided tours, attracting over 5,000 visitors annually. This extends conservation actions from the plant area to society, allowing the results of biodiversity governance to be implemented and continuously spread, becoming an important foundation for the company's sustainable operation.
- Talent Sustainability: Supporting Transformation with Full-Lifecycle Care
In terms of talent sustainability, the Company has long centered its efforts on employee career care. From onboarding, training, and stable development to post-retirement stages, we have systematically built a comprehensive talent care system, which has become a key force supporting the Company's low-carbon and digital transformation. The employee retention rate over the past three years is as high as 91%. Our human resources policies and achievements have also been recognized with awards
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such as the "HR Asia Best Companies to Work for in Asia Award," the "1111 Job Bank Happy Enterprise - Manufacturing Gold Award," and the "CommonWealth Magazine Talent Sustainability Award."
5. Social Participation: Deepening Local Disaster Prevention and Community Protection
In terms of social participation, the Company has long been deeply involved in the communities where its plants are located and their surroundings. Facing the disaster risks brought by extreme weather, we actively participate in local disaster prevention and response operations. In September 2025, during the initial stage of the landslide lake incident in Hualien's Guangfu Township, we quickly dispatched large machinery and professional personnel to the disaster area and donated NT$6 million to assist the local government and community in alleviating the post-disaster recovery burden. Subsequently, during the red alert period for the landslide lake at Swallow Grotto in Taroko, we worked closely with the Xiulin Township Office in accordance with the "Disaster Relief Support Agreement," activated the disaster response mechanism, and opened our plant dormitories to accommodate affected residents, protecting the community's safety and basic living needs with practical actions.
Deepening Governance Momentum, Steadily Realizing the Vision of Sustainability
Facing a rapidly changing global situation, the Company will continue to deepen its governance foundation in Taiwan and actively align with international standards. In the future, the Company will be guided by governance and powered by innovation to accelerate industrial transformation and upgrading. This will enable the enterprise to strengthen its market competitiveness while playing a key foundational role in supporting climate governance and resource circulation, continuously creating long-term and stable shared value for all shareholders and stakeholders.
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Report 2: 2025 Financial Statements
Explanation:
The 2025 financial statements are attached as the following pages.
- Consolidated Balance Sheets (December 31, 2025)
- Consolidated Statements of Comprehensive Income (Years Ended December 31, 2025)
- Consolidated Statements of Changes in Equity (Years Ended December 31, 2025)
- Consolidated Statements of Cash Flows (Years Ended December 31, 2025)
- Balance Sheets (December 31, 2025)
- Statements of Comprehensive Income (Years Ended December 31, 2025)
- Statements of Changes in Equity (Years Ended December 31, 2025)
- Statements of Cash Flows (Years Ended December 31, 2025)
Independent auditor’s report by Tai, Hsin-Wei and Chih, Jui-Chuan of Deloitte & Touche is attached.
Complete financial reports can be downloaded at http://emops.twse.com.tw.
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 6 and 35) | $ 12,981,458 | 4 | $ 13,259,732 | 4 |
| Financial assets at fair value through profit or loss - current (Note 7) | 31,986,186 | 10 | 32,406,410 | 10 |
| Financial assets at fair value through other comprehensive income - current (Notes 8 and 36) | 5,605,684 | 2 | 5,008,346 | 2 |
| Financial assets at amortized cost - current (Notes 6, 9, 35 and 36) | 22,555,372 | 7 | 42,795,903 | 13 |
| Contract assets - current (Notes 28 and 35) | 40,035 | - | 142,285 | - |
| Notes receivable (Note 35) | 1,327,296 | 1 | 2,390,995 | 1 |
| Trade receivables | ||||
| Third parties (Notes 10 and 11) | 9,857,361 | 3 | 9,995,532 | 3 |
| Related parties (Notes 10 and 35) | 727,441 | - | 701,368 | - |
| Other receivables (Note 35) | 963,338 | - | 1,412,020 | - |
| Current tax assets (Note 30) | 7,333 | - | 16,858 | - |
| Inventories (Note 12) | 7,330,618 | 2 | 7,464,327 | 2 |
| Prepayments (Note 35) | 1,178,948 | - | 745,500 | - |
| Other current assets (Note 20) | 672,298 | - | 270,473 | - |
| Total current assets | 95,233,368 | 29 | 116,609,749 | 35 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 36) | 13,313,910 | 4 | 12,819,151 | 4 |
| Financial assets at amortized cost - non-current (Notes 6, 9, 35 and 36) | 18,948,632 | 6 | 101,563 | - |
| Investments accounted for using the equity method (Notes 14, 35 and 36) | 90,480,768 | 28 | 94,236,118 | 28 |
| Property, plant and equipment (Notes 15, 35 and 36) | 39,601,520 | 12 | 40,651,924 | 12 |
| Right-of-use assets (Notes 16 and 35) | 4,989,029 | 2 | 4,350,309 | 1 |
| Investment properties (Notes 17, 35 and 36) | 39,034,430 | 12 | 38,460,414 | 12 |
| Intangible assets (Notes 18, 19 and 35) | 6,188,694 | 2 | 6,493,704 | 2 |
| Deferred tax assets (Note 30) | 797,662 | - | 881,306 | - |
| Finance lease receivables - non-current (Note 11) | 10,465,644 | 3 | 12,048,780 | 4 |
| Other non-current assets (Notes 20, 26 and 35) | 4,986,802 | 2 | 5,174,206 | 2 |
| Total non-current assets | 228,807,091 | 71 | 215,217,475 | 65 |
| TOTAL | $ 324,040,459 | 100 | $ 331,827,224 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 21 and 35) | $ 28,680,511 | 9 | $ 26,488,506 | 8 |
| Short-term bills payable (Note 22) | 12,253,202 | 4 | 20,594,546 | 6 |
| Contract liabilities - current (Note 28) | 879,886 | - | 573,638 | - |
| Accounts payable and accrued expenses | ||||
| Third parties (Note 19) | 8,994,060 | 3 | 10,816,628 | 3 |
| Related parties (Note 35) | 321,889 | - | 319,198 | - |
| Dividends and bonuses payable | 69,895 | - | 259,532 | - |
| Other payables - others | 31,948 | - | 32,588 | - |
| Current tax liabilities (Note 30) | 1,252,749 | - | 1,461,714 | 1 |
| Provisions - current (Note 25) | 123,173 | - | 47,071 | - |
| Lease liabilities - current (Notes 16 and 35) | 187,795 | - | 148,473 | - |
| Deferred revenue - current (Note 24) | 51,574 | - | 39,319 | - |
| Current portion of long-term liabilities (Notes 23 and 35) | 6,571,805 | 2 | 18,871,785 | 6 |
| Total current liabilities | 59,418,487 | 18 | 79,652,998 | 24 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 23) | 36,700,000 | 11 | 24,200,000 | 7 |
| Long-term borrowings (Notes 23 and 35) | 10,844,999 | 4 | 8,926,787 | 3 |
| Provisions - non-current (Notes 20, 25 and 37) | 894,195 | - | 1,084,481 | - |
| Deferred tax liabilities (Note 30) | 10,664,526 | 3 | 11,105,592 | 4 |
| Lease liabilities - non-current (Notes 16 and 35) | 1,194,204 | 1 | 1,001,729 | - |
| Deferred revenue - non-current (Note 24) | 761,204 | - | 682,017 | - |
| Net defined benefit liabilities - non-current (Note 26) | 7,489 | - | 37,642 | - |
| Other non-current liabilities (Note 20) | 133,495 | - | 284,294 | - |
| Total non-current liabilities | 61,200,112 | 19 | 47,322,542 | 14 |
| Total liabilities | 120,618,599 | 37 | 126,975,540 | 38 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 27) | ||||
| Share capital | 35,465,629 | 11 | 35,465,629 | 11 |
| Capital surplus | 8,240,767 | 3 | 8,239,344 | 2 |
| Retained earnings | ||||
| Legal reserve | 25,205,413 | 8 | 23,671,390 | 7 |
| Special reserve | 67,165,730 | 21 | 66,329,134 | 20 |
| Unappropriated earnings | 34,271,257 | 10 | 34,444,618 | 11 |
| Total retained earnings | 126,642,400 | 39 | 124,445,142 | 38 |
| Other equity | 9,928,497 | 3 | 13,197,332 | 4 |
| Total equity attributable to owners of the Corporation | 180,277,293 | 56 | 181,347,447 | 55 |
| NON-CONTROLLING INTERESTS (Notes 27 and 32) | 23,144,567 | 7 | 23,504,237 | 7 |
| Total equity | 203,421,860 | 63 | 204,851,684 | 62 |
| TOTAL | $ 324,040,459 | 100 | $ 331,827,224 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 28 and 35) | $ 71,038,529 | 100 | $ 76,297,459 | 100 |
| OPERATING COSTS (Notes 12, 29 and 35) | 59,799,628 | 84 | 65,190,325 | 86 |
| GROSS PROFIT | 11,238,901 | 16 | 11,107,134 | 14 |
| OPERATING EXPENSES | ||||
| Administrative expenses (Notes 29 and 35) | 3,063,564 | 4 | 3,225,514 | 4 |
| Expected credit gain (Note 10) | (230,850) | - | (82,116) | - |
| Total operating expenses | 2,832,714 | 4 | 3,143,398 | 4 |
| OPERATING INCOME | 8,406,187 | 12 | 7,963,736 | 10 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income (Note 29) | 1,951,994 | 3 | 1,470,124 | 2 |
| Other gains and losses (Note 29) | 367,211 | - | 2,732,114 | 4 |
| Finance costs (Note 29) | (1,509,854) | (2) | (1,667,032) | (2) |
| Share of profit of associates and joint ventures | 2,242,810 | 3 | 4,122,314 | 5 |
| Interest income | 1,054,907 | 1 | 1,383,739 | 2 |
| Total non-operating income and expenses | 4,107,068 | 5 | 8,041,259 | 11 |
| PROFIT BEFORE INCOME TAX | 12,513,255 | 17 | 16,004,995 | 21 |
| INCOME TAX EXPENSE (Note 30) | 2,298,140 | 3 | 3,351,716 | 5 |
| NET INCOME FOR THE YEAR | 10,215,115 | 14 | 12,653,279 | 16 |
| OTHER COMPREHENSIVE (LOSS) INCOME, NET | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | (91,132) | - | 115,480 | - |
| Unrealized valuation gain on investments in equity instruments at fair value through other comprehensive income | 217,612 | 1 | 402,684 | 1 |
| Share of other comprehensive (loss) income of associates and joint ventures | (502,422) | (1) | 251,286 | - |
| (375,942) | - | 769,450 | 1 |
Items that may be reclassified subsequently to profit or loss:
(Continued)
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Exchange differences on translating the financial statements of foreign operations | $ (1,495,569) | (2) | $ 4,043,419 | 5 |
| Share of other comprehensive (loss) income of associates and joint ventures | (1,823,092) | (3) | $ 3,481,706 | 5 |
| (3,318,661) | (5) | $ 7,525,125 | 10 | |
| Other comprehensive (loss) income for the year, net of income tax | (3,694,603) | (5) | $ 8,294,575 | 11 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 6,520,512 | 9 | $ 20,947,854 | 27 |
| NET PROFIT (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the Corporation | $ 10,029,823 | 14 | $ 12,889,728 | 16 |
| Non-controlling interests | 185,292 | - | $ (236,449) | - |
| $ 10,215,115 | 14 | $ 12,653,279 | 16 | |
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the Corporation | $ 6,809,815 | 9 | $ 19,993,277 | 26 |
| Non-controlling interests | (289,303) | - | $ 954,577 | 1 |
| $ 6,520,512 | 9 | $ 20,947,854 | 27 | |
| EARNINGS PER SHARE (Note 31) | ||||
| Basic | $ 3.00 | $ 3.86 | ||
| Diluted | $ 2.99 | $ 3.85 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
(Concluded)
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2026
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Corporation | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Issued | Capital Surplus | Retained Earnings | Exchange Differences on Penetrating the Financial Statements of Foreign Operations | Consolidated Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Gain on Property Revaluation | Cash Flow Budget | Total Other Equity | Total | Non-controlling Interests | Total Equity | |||||
| Shares | Amount | Legal Reserve | Special Reserve | Unappropriated Earnings | |||||||||||
| BALANCE ON JANUARY 1, 2024 | 3,546,563 | $ 35,465,629 | $ 8,574,119 | $ 22,358,481 | $ 66,660,987 | $ 28,691,020 | $(4,410,006) | $ 9,302,331 | $ 2,197,328 | $ 58,895 | $ 7,219,748 | $ 169,169,896 | $ 22,693,671 | $ 191,863,567 | |
| Appropriation of 2021 earnings | |||||||||||||||
| Legal reserve | - | - | - | 1,112,989 | - | (1,112,989) | - | - | - | - | - | - | - | - | |
| Special reserve | - | - | - | - | 1,025,901 | (1,025,901) | - | - | - | - | - | - | - | - | |
| Cash dividends | - | - | - | - | - | (7,447,782) | - | - | - | - | - | (7,447,782) | - | (7,447,782) | |
| Net profit (loss) for the year ended December 31, 2024 | - | - | - | - | - | 12,889,728 | - | - | - | - | - | 12,889,728 | (236,449) | 12,653,279 | |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 158,856 | 6,327,922 | 646,818 | (23,988) | (4,467) | 6,945,493 | 7,103,549 | 1,191,026 | 8,294,575 | |
| Changes to capital surplus from investments to associates accounted for using the equity method | - | - | (335,698) | - | - | - | - | - | - | - | - | (335,698) | - | (335,698) | |
| Actual acquisition of interests in subsidiaries | - | - | 923 | - | - | (29) | - | - | - | - | - | 894 | (9,810) | (8,916) | |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (134,148) | (134,148) | |
| Disposal of investments to equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 687,854 | - | (687,854) | - | - | (687,854) | - | - | - | |
| Other changes to equity from investments to associates accounted for using the equity method | - | - | - | - | - | 246,907 | - | - | (280,047) | - | (280,047) | (33,140) | (53) | (33,193) | |
| Reversal of special reserve | - | - | - | - | (1,357,714) | 1,357,714 | - | - | - | - | - | - | - | - | |
| BALANCE ON DECEMBER 31, 2024 | 3,546,563 | 35,465,629 | 8,239,344 | 23,671,390 | 66,329,134 | 34,444,618 | 1,989,916 | 9,340,495 | 1,093,293 | 53,628 | 13,197,332 | 181,347,447 | 23,584,237 | 204,851,604 | |
| Appropriation of 2024 earnings | |||||||||||||||
| Legal reserve | - | - | - | 1,534,023 | - | (1,534,023) | - | - | - | - | - | - | - | - | |
| Special reserve | - | - | - | - | 1,093,508 | (1,093,508) | - | - | - | - | - | (7,802,438) | - | (7,802,438) | |
| Cash dividends | - | - | - | - | - | (7,802,438) | - | - | - | - | - | - | - | - | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 10,829,823 | - | - | - | - | - | 10,829,823 | 185,292 | 10,215,115 | |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | (154,511) | (2,854,222) | (104,877) | 286 | (27,404) | (3,065,497) | (3,228,808) | (474,595) | (3,694,603) | |
| Changes to capital surplus from investments to associates accounted for using the equity method | - | - | 1,423 | - | - | - | - | - | - | - | - | 1,423 | - | 1,423 | |
| Changes to ownership interests in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (10,310) | (18,318) | |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (52,056) | (52,856) | |
| Disposal of investments to equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 203,890 | - | (203,890) | - | - | (203,890) | - | - | - | |
| Other changes to equity from investments to associates accounted for using the equity method | - | - | - | - | - | (78,786) | - | - | (246) | - | (246) | (78,854) | (1) | (78,955) | |
| Reversal of special reserve | - | - | - | - | (256,912) | 256,912 | - | - | - | - | - | - | - | - | |
| BALANCE ON DECEMBER 31, 2025 | 3,546,563 | $ 35,465,629 | $ 8,248,767 | $ 25,205,413 | $ 67,165,738 | $ 34,271,257 | $(944,306) | $ 8,953,328 | $ 1,093,251 | $ 26,224 | $ 9,928,497 | $ 188,277,293 | $ 23,144,567 | $ 203,421,868 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 12,513,255 | $ 16,004,995 |
| Adjustments for: | ||
| Depreciation expenses | 3,895,190 | 4,291,222 |
| Amortization expenses | 273,188 | 294,074 |
| Expected credit loss reversed on trade receivables | (230,850) | (82,116) |
| Net gain on fair value changes of financial assets and liabilities designated as at fair value through profit or loss | (798,989) | (1,853,759) |
| Finance costs | 1,509,854 | 1,667,032 |
| Interest income | (1,054,907) | (1,383,739) |
| Dividend income | (1,126,549) | (1,351,105) |
| Share of profit of associates and joint ventures | (2,242,810) | (4,122,314) |
| Loss on disposal of property, plant and equipment | 76,062 | 84,659 |
| Loss on disposal of investment properties | 4,337 | - |
| Loss on disposal of intangible assets | - | 145 |
| Gain on disposal of financial assets | (345,238) | (745,809) |
| Gain on disposal of investments accounted for using equity method | - | (585,724) |
| Impairment loss recognized on property, plant and equipment | 347,221 | 441,921 |
| Loss for market price decline (reversal of write-downs) of inventories | (10,423) | 17,213 |
| Unrealized loss (gain) on foreign exchange | 388,616 | (580,550) |
| Gain on changes in fair value of investment properties | (526,372) | (729,993) |
| Gain on modification of lease | (60) | (1,837) |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | 1,539,864 | 9,967,041 |
| Contract assets | 102,250 | (62,154) |
| Notes receivable | 408,208 | (720,185) |
| Trade receivables | 1,770,033 | 1,596,910 |
| Other receivables | 347,751 | (300,506) |
| Inventories | 62,837 | 258,126 |
| Prepayments | (496,042) | 108,416 |
| Other current assets | (83,739) | 151,929 |
| Contract liabilities | 311,998 | (125,256) |
| Accounts payable and accrued expenses | (1,555,651) | 695,986 |
| Provisions | (110,287) | (170,794) |
| Net defined benefit liabilities | (27,574) | (13,440) |
| Deferred revenue | 91,533 | 100,042 |
| Cash generated from operations | 15,032,706 | 22,850,430 |
| Interest received | 943,035 | 1,704,397 |
| Dividends received | 5,123,952 | 4,675,310 |
| Interest paid | (1,447,253) | (1,665,829) |
| Income tax paid | (2,813,139) | (2,756,939) |
| Net cash generated from operating activities | 16,839,301 | 24,807,369 |
| (Continued) |
- 19 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (437,477) | $ (32,003) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | 197,628 | 428,791 |
| Proceeds from sale of (purchase of) financial assets at amortized cost | 447,522 | (19,797,517) |
| Purchase of associates and joint ventures | (250,000) | - |
| Proceeds from sale of associates and joint ventures | - | 4,521,096 |
| Increase in long-term prepayments for investments | (1,676) | (2,023) |
| Payments for property, plant and equipment | (4,038,183) | (4,003,258) |
| Proceeds from disposal of property, plant and equipment | 114,675 | 114,274 |
| Increase in refundable deposits | (335,908) | (12,718) |
| Payments for intangible assets | (418,652) | (7,388) |
| Payments for right-of-use assets | (161,993) | - |
| Payments for investment properties | (7,219) | (2,544) |
| Proceeds from disposal of investment properties | 24,517 | - |
| Proceeds from government grants | 11,757 | - |
| Net cash used in investing activities | (4,855,009) | (18,793,290) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase (decrease) in short-term borrowings | 2,241,047 | (2,781,528) |
| Decrease in short-term bills payable | (8,347,000) | (9,743,000) |
| Proceeds from issuance of bonds | 18,800,000 | 3,700,000 |
| Repayments of bonds | (18,600,000) | (10,000,000) |
| Proceeds from long-term borrowings | 10,977,691 | 7,600,990 |
| Repayments of long-term borrowings | (9,036,235) | (8,310,423) |
| Increase (decrease) in guarantee deposits received | 725 | (2,284) |
| Repayment of the principal portion of lease liabilities | (218,907) | (256,581) |
| (Decrease) increase in other non-current liabilities | (1,487) | 2,517 |
| Dividends paid | (7,802,420) | (7,447,762) |
| Acquisition of additional interests in subsidiaries | - | (8,916) |
| Dividends paid to non-controlling interests | (52,056) | (134,148) |
| Net cash used in financing activities | (12,038,642) | (27,381,135) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (223,924) | 1,397,272 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (278,274) | (19,969,784) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 13,259,732 | 33,229,516 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 12,981,458 | $ 13,259,732 |
- 20 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | $ (223,924) | $ 1,397,272 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (278,274) | (19,969,784) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 13,259,732 | 33,229,516 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 12,981,458 | $ 13,259,732 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 16, 2026) (Concluded)
- 21 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Asia Cement Corporation
Opinion
We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, 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 material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. 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.
22
The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2025 are described as follows:
Estimated Impairment of Trade Receivables in Mainland China
With the impact of the recession in the PRC property market and the downward pressure on the economy, the property developers and the constructors, who were the indirect and ultimate customers of the Group’s subsidiaries in mainland China, respectively, faced massive debt and cash flow issues. The management of the Group estimates the amount of lifetime expected credit losses (ECLs) of trade receivables based on a provision matrix through the grouping of various debtors that have common risk characteristics, after considering the aging and repayment history of the respective trade receivables. Estimated loss rates are based on historical observed default rates over the expected life of the debtors and are adjusted for forward-looking information; refer to Notes 5 and 10 to the consolidated financial statements for the details. Because the ECLs on the respective trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables in mainland China as one of the key audit matters.
The corresponding audit procedures that we performed for the estimated impairment of the above trade receivables were as follows:
- We obtained an understanding of the relevant key controls over the assessment and monitoring of credit risks and the determination of the allowance for ECLs.
- We evaluated the model used by management in determining the allowance for ECLs.
- We challenged management’s basis and judgment in determining the credit loss allowance on trade receivables in mainland China as of the balance sheet date, including their identification and provision of credit-impaired trade receivables and the basis of estimated loss rates applied in each category in the provision matrix (with reference to historical default rates and forward-looking information).
- We tested the integrity of the information used by management to develop the provision matrix, including the aging analysis of trade receivables in mainland China as of the balance sheet date, on a sample basis, by comparing individual items in the analysis with the relevant sales invoices and other supporting documents.
Fair Value Measurement of Investment Properties
Investment properties of Asia Cement Corporation are subsequently measured using the fair value model and valued by an independent qualified professional appraiser, a member of the ROC certified real estate appraisers; refer to Notes 5 and 17 to the consolidated financial statements for the details. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.
The corresponding audit procedures that we performed for the fair value measurement of investment properties were as follows:
- We assessed the professional competence and independence of the appraiser engaged by management, obtained an understanding of the appraiser’s scope of work and process of engagement and confirmed that no circumstances affect the appraiser’s independence or limit the scope of his work.
23
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
-
We recalculated the fair value of investment properties.
Other Matter
As of December 31, 2025 and 2024, the financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using the equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the aggregate carrying amount of the equity-method investments in CSCGL was NT$15,240,697 thousand and NT$16,376,363 thousand, representing 4.7% and 4.9%, respectively, of the consolidated total assets. For the years ended December 31, 2025 and 2024, the share of profit or loss of CSCGL was NT$(812,292) thousand and NT$(213,182) thousand, representing (6.5%) and (1.3%), respectively, of the consolidated profit before income tax.
We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with the Other Matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
24
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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, 2025 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.
25
The engagement partners on the audits resulting in this independent auditors’ report are Tai, Hsin-Wei and Chih, Jui-Chuan.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 16, 2026
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.
26
ASIA CEMENT CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 6 and 32) | $ 1,442,564 | 1 | $ 2,205,587 | 1 |
| Financial assets at fair value through profit or loss - current (Note 7) | 5,724,092 | 2 | 5,572,998 | 2 |
| Financial assets at fair value through other comprehensive income - current (Note 8) | 2,740,335 | 1 | 2,774,473 | 1 |
| Financial assets at amortized cost - current (Notes 9 and 32) | 2,576,989 | 1 | 5,230,640 | 2 |
| Note receivable - third parties | 85,451 | - | 119,850 | - |
| Trade receivables | ||||
| Third parties (Note 10) | 407,362 | - | 570,695 | - |
| Related parties (Notes 10 and 32) | 750,360 | - | 686,995 | 1 |
| Other receivables (Note 32) | 133,361 | - | 289,984 | - |
| Inventories (Note 11) | 1,840,218 | 1 | 1,754,638 | 1 |
| Prepayments (Note 32) | 117,289 | - | 85,475 | - |
| Other current assets | 3,109 | - | 2,287 | - |
| Total current assets | 15,821,130 | 6 | 19,293,622 | 8 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Note 8) | 6,716,689 | 3 | 6,539,154 | 2 |
| Investments accounted for using the equity method (Notes 12, 32 and 33) | 171,717,116 | 69 | 173,997,110 | 68 |
| Property, plant and equipment (Notes 13, 32 and 33) | 5,315,637 | 2 | 5,421,171 | 2 |
| Right-of-use assets (Note 14) | 514,189 | - | 286,419 | - |
| Investment properties (Notes 15, 32 and 33) | 46,166,408 | 18 | 45,443,754 | 18 |
| Intangible assets (Notes 16 and 32) | 9,727 | - | 11,104 | - |
| Deferred tax assets (Note 27) | 116,684 | - | 118,834 | - |
| Other non-current assets (Notes 17, 23 and 32) | 4,642,155 | 2 | 4,712,548 | 2 |
| Total non-current assets | 235,198,605 | 94 | 236,530,094 | 92 |
| TOTAL | $ 251,019,735 | 100 | $ 255,823,716 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 18) | $ - | - | $ 700,000 | 1 |
| Short-term bills payable (Note 19) | 7,525,287 | 3 | 13,361,798 | 5 |
| Contract liabilities - current (Note 25) | 135,687 | - | 57,630 | - |
| Accounts payable and accrued expenses | ||||
| Third parties | 1,372,336 | 1 | 1,866,705 | 1 |
| Related parties (Note 32) | 266,323 | - | 194,627 | - |
| Dividends and bonuses payable | 63,457 | - | 253,554 | - |
| Current tax liabilities (Note 27) | 324,477 | - | 258,423 | - |
| Provisions - current (Note 22) | 54,728 | - | - | - |
| Lease liabilities - current (Note 14) | 72,331 | - | 19,129 | - |
| Deferred revenue - current (Note 21) | 29,265 | - | 29,265 | - |
| Current portion of long-term liabilities (Note 20) | 6,300,000 | 2 | 18,600,000 | 7 |
| Total current liabilities | 16,143,891 | 6 | 35,341,131 | 14 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 20) | 36,700,000 | 15 | 24,200,000 | 9 |
| Long-term borrowings (Note 20) | 6,800,000 | 3 | 4,010,000 | 2 |
| Provisions - non-current (Note 22) | 79,551 | - | 83,691 | - |
| Deferred tax liabilities (Note 27) | 10,246,156 | 4 | 10,236,357 | 4 |
| Lease liabilities - non-current (Note 14) | 216,372 | - | 19,453 | - |
| Deferred revenue - non-current (Note 21) | 528,476 | - | 557,741 | - |
| Other non-current liabilities | 27,996 | - | 27,896 | - |
| Total non-current liabilities | 54,598,551 | 22 | 39,135,138 | 15 |
| Total liabilities | 70,742,442 | 28 | 74,476,269 | 29 |
| EQUITY (Note 24) | ||||
| Share capital | 35,465,629 | 14 | 35,465,629 | 14 |
| Capital surplus | 8,240,767 | 3 | 8,239,344 | 3 |
| Retained earnings | ||||
| Legal reserve | 25,205,413 | 10 | 23,671,390 | 9 |
| Special reserve | 67,165,730 | 27 | 66,329,134 | 26 |
| Unappropriated earnings | 34,271,257 | 14 | 34,444,618 | 14 |
| Total retained earnings | 126,642,400 | 51 | 124,445,142 | 49 |
| Other equity | 9,928,497 | 4 | 13,197,332 | 5 |
| Total equity | 180,277,293 | 72 | 181,347,447 | 71 |
| TOTAL | $ 251,019,735 | 100 | $ 255,823,716 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
ASIA CEMENT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 25 and 32) | $ 12,401,335 | 100 | $ 10,972,740 | 100 |
| OPERATING COSTS (Notes 11, 25, 26 and 32) | 10,475,464 | 84 | 9,085,830 | 83 |
| GROSS PROFIT | 1,925,871 | 16 | 1,886,910 | 17 |
| (UNREALIZED) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES | (835) | - | 2,110 | - |
| REALIZED GROSS PROFIT | 1,925,036 | 16 | 1,889,020 | 17 |
| OPERATING EXPENSES | ||||
| Administrative expenses (Notes 26 and 32) | 589,536 | 5 | 593,693 | 5 |
| Expected credit loss (gain) (Note 10) | 3,056 | - | (3,639) | - |
| Total operating expenses | 592,592 | 5 | 590,054 | 5 |
| OPERATING INCOME | 1,332,444 | 11 | 1,298,966 | 12 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income (Note 26) | 1,378,128 | 11 | 1,084,575 | 10 |
| Other gains and losses (Note 26) | 480,861 | 4 | 2,931,974 | 27 |
| Finance costs (Note 26) | (709,846) | (6) | (723,234) | (7) |
| Share of profit of subsidiaries and associates | 8,090,237 | 65 | 8,723,431 | 79 |
| Interest income | 163,808 | 2 | 360,397 | 3 |
| Total non-operating income and expenses | 9,403,188 | 76 | 12,377,143 | 112 |
| PROFIT BEFORE INCOME TAX | 10,735,632 | 87 | 13,676,109 | 124 |
| INCOME TAX EXPENSE (Note 27) | 705,809 | 6 | 786,381 | 7 |
| NET INCOME FOR THE YEAR | 10,029,823 | 81 | 12,889,728 | 117 |
| OTHER COMPREHENSIVE INCOME, NET | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Unrealized valuation gain on investments in equity instruments at fair value through other comprehensive income | 45,415 | - | 132,997 | 1 |
| Remeasurement of defined benefit plans | (109,369) | (1) | 82,043 | 1 |
| (Continued) |
ASIA CEMENT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Share of other comprehensive (loss) income of subsidiaries and associates | $ (311,858) | (2) | $ 548,728 | 5 |
| (375,812) | (3) | 763,768 | 7 | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Share of other comprehensive (loss) income of subsidiaries and associates | (2,844,196) | (23) | 6,339,781 | 58 |
| Other comprehensive (loss) income for the year, net of income tax | (3,220,008) | (26) | 7,103,549 | 65 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 6,809,815 | 55 | $ 19,993,277 | 182 |
| EARNINGS PER SHARE (Note 28) | ||||
| Basic | $ 3.00 | $ 3.86 | ||
| Diluted | $ 2.99 | $ 3.85 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026) (Concluded)
ASIA CEMENT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital Issued | Capital Surplus | Retained Earnings | Other Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Gain on Property Revaluation | Cash Flow Hedges | Total | Total Equity | ||
| BALANCE ON JANUARY 1, 2024 | 3,546,563 | $ 35,465,629 | $ 8,574,119 | $ 22,558,401 | $ 66,660,987 | $ 28,691,020 | $(4,418,006) | $ 9,382,331 | $ 2,197,320 | $ 58,095 | $ 7,219,740 | $ 169,169,896 |
| Appropriation of 2023 earnings | ||||||||||||
| Legal reserve | - | - | - | 1,112,989 | - | (1,112,989) | - | - | - | - | - | - |
| Special reserve | - | - | - | - | 1,025,861 | (1,025,861) | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | - | (7,447,782) | - | - | - | - | - | (7,447,782) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 12,889,728 | - | - | - | - | - | 12,889,728 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 158,056 | 6,327,922 | 646,018 | (23,980) | (4,467) | 6,945,493 | 7,103,549 |
| Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method | - | - | (335,698) | - | - | - | - | - | - | - | - | (335,698) |
| Actual acquisition of interests in subsidiaries | - | - | 923 | - | - | (29) | - | - | - | - | - | 894 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates | - | - | - | - | - | 687,854 | - | (687,854) | - | - | (687,854) | - |
| Other changes in equity from investments in subsidiaries and associates accounted for using the equity method | - | - | - | - | - | 246,907 | - | - | (280,047) | - | (280,047) | (33,140) |
| Reversal of special reserve | - | - | - | - | (1,357,714) | 1,357,714 | - | - | - | - | - | - |
| BALANCE ON DECEMBER 31, 2024 | 3,546,563 | 35,465,629 | 8,239,344 | 23,671,390 | 66,329,134 | 34,444,618 | 1,909,916 | 9,340,495 | 1,893,293 | 53,628 | 13,197,332 | 181,347,447 |
| Appropriation of 2024 earnings | ||||||||||||
| Legal reserve | - | - | - | 1,534,023 | - | (1,534,023) | - | - | - | - | - | - |
| Special reserve | - | - | - | - | 1,093,508 | (1,093,508) | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | - | (7,802,438) | - | - | - | - | - | (7,802,438) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 10,029,823 | - | - | - | - | - | 10,029,823 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | (154,511) | (2,854,222) | (184,077) | 206 | (27,404) | (3,065,497) | (3,220,008) |
| Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method | - | - | 1,423 | - | - | - | - | - | - | - | - | 1,423 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates | - | - | - | - | - | 203,090 | - | (203,090) | - | - | (203,090) | - |
| Other changes in equity from investments in subsidiaries and associates accounted for using the equity method | - | - | - | - | - | (78,706) | - | - | (248) | - | (248) | (78,954) |
| Reversal of special reserve | - | - | - | - | (256,912) | 256,912 | - | - | - | - | - | - |
| BALANCE ON DECEMBER 31, 2025 | 3,546,563 | $ 35,465,629 | $ 8,240,767 | $ 25,205,413 | $ 67,165,730 | $ 34,271,257 | $(944,306) | $ 8,953,328 | $ 1,893,251 | $ 26,224 | $ 9,928,497 | $ 180,277,293 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors' report dated March 16, 2026)
30
ASIA CEMENT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 10,735,632 | $ 13,676,109 |
| Adjustments for: | ||
| Depreciation expenses | 691,963 | 614,346 |
| Amortization expenses | 3,179 | 1,949 |
| Expected credit loss (reversed) on trade receivables | 3,056 | (3,639) |
| Net gain on fair value changes of financial assets and liabilities designated as at fair value through profit or loss | (302,753) | (1,117,124) |
| Finance costs | 709,846 | 723,234 |
| Interest income | (163,808) | (360,397) |
| Dividend income | (605,080) | (787,003) |
| Share of profit of subsidiaries and associates | (8,090,237) | (8,723,431) |
| Loss (gain) on disposal of property, plant and equipment | 11 | (7) |
| Gain on disposal of investment properties | (1,152) | - |
| Gain on disposal of investments accounted for using equity method | - | (232,933) |
| Unrealized (realized) on transactions with subsidiaries and associates | 835 | (2,110) |
| Unrealized loss (gain) on foreign exchange | 282,131 | (490,805) |
| Gain on changes in fair value of investment properties | (715,663) | (1,292,123) |
| Changes in operating assets and liabilities: | ||
| Financial assets mandatorily classified as at fair value through profit or loss | 151,659 | 8,885,785 |
| Notes receivable | 34,399 | (17,065) |
| Trade receivables | 97,351 | (44,918) |
| Other receivables | 71,282 | (10,998) |
| Inventories | (118,880) | (86,622) |
| Prepayments | (23,614) | 108,328 |
| Other current assets | (822) | 101 |
| Net defined benefit assets | (67,884) | (38,971) |
| Contract liabilities | 78,057 | (47,083) |
| Accounts payable and accrued expenses | (648,324) | (149,727) |
| Provisions | 50,588 | (50,065) |
| Deferred revenue | (29,265) | (33,152) |
| Cash generated from operations | 2,142,507 | 10,521,679 |
| Interest received | 249,149 | 308,027 |
| Dividends received | 7,918,391 | 6,006,008 |
| Interest paid | (648,030) | (719,220) |
| Income tax paid | (600,464) | (652,362) |
| Net cash generated from operating activities | 9,061,553 | 15,464,132 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (97,982) | - |
| Purchase of financial assets at amortized cost | - | - |
| (Continued) |
31
ASIA CEMENT CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from sale of financial assets at amortized cost | 2,436,190 | 62,662 |
| Purchase of associates | (177,500) | - |
| Proceeds from sale of associates | - | 1,592,491 |
| Payments for property, plant and equipment | (486,381) | (832,989) |
| Proceeds from disposal of property, plant and equipment | 30 | 22 |
| Decrease (increase) in refundable deposits | 1,566 | (802) |
| Payments for intangible assets | (1,802) | (6,776) |
| Payments for investment properties | (7,219) | (2,544) |
| Proceeds from the sale of derivatives held for non-trading purposes | 1,380 | - |
| Net cash generated from investing activities | 1,668,282 | 812,064 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| (Decrease) increase in short-term borrowings | (700,000) | 700,000 |
| Decrease in short-term bills payable | (5,840,000) | (6,960,000) |
| Proceeds from issuance of bonds | 18,800,000 | 3,700,000 |
| Repayments of bonds | (18,600,000) | (10,000,000) |
| Proceeds from long-term borrowings | 6,800,000 | 6,130,000 |
| Repayments of long-term borrowings | (4,010,000) | (4,180,000) |
| Increase (decrease) in guarantee deposits received | 100 | (1,235) |
| Repayment of the principal portion of lease liabilities | (75,429) | (91,788) |
| Dividends paid | (7,802,420) | (7,447,762) |
| Acquisition of additional interests in subsidiaries | - | (8,916) |
| Net cash used in financing activities | (11,427,749) | (18,159,701) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (65,109) | 171,991 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (763,023) | (1,711,514) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 2,205,587 | 3,917,101 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,442,564 | $ 2,205,587 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated March 16, 2026) (Concluded)
32
33
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Asia Cement Corporation
Opinion
We have audited the accompanying parent company only financial statements of Asia Cement Corporation (the "Corporation"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only 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 parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters identified in the Corporation's parent company only financial statements for the year ended December 31, 2025 are described as follows:
Estimated Impairment of Trade Receivables in Subsidiaries Accounted for Using the Equity Method in Mainland China
With the impact of the recession in the PRC property market and the downward pressure on the economy, the property developers and the constructors who were the indirect and ultimate customers of the Corporation's subsidiaries accounted for using the equity method in mainland China respectively faced massive debt and cash flow issues. The management of the Corporation estimates the amount of lifetime expected credit losses (ECLs) of trade receivables based on a provision matrix through the grouping of various debtors that have common risk characteristics, after considering the aging and repayment history of the respective trade receivables. Estimated loss rates are based on historically observed default rates over the expected life of the debtors and are adjusted for forward-looking information. Because the ECLs on the respective trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables in subsidiaries accounted for using the equity method in mainland China as one of the key audit matters.
The corresponding audit procedures that we performed for the estimated impairment of the above trade receivables were as follows:
- We obtained an understanding of the relevant key controls over the assessment and monitoring of credit risks and the determination of the allowance for ECLs.
- We evaluated the model used by management in determining the allowance for ECLs.
- We challenged management's basis and judgment in determining the credit loss allowance on trade receivables of subsidiaries accounted for using the equity method in mainland China as of the balance sheet date, including their identification and provision of credit-impaired trade receivables and the basis of estimated loss rates applied in each category in the provision matrix (with reference to historical default rates and forward-looking information).
- We tested the integrity of the information used by management to develop the provision matrix, including the aging analysis of trade receivables of subsidiaries accounted for using the equity method in mainland China as of balance sheet date, on a sample basis, by comparing individual items in the analysis with the relevant sales invoices and other supporting documents.
Fair Value Measurement of Investment Properties
Investment properties of Asia Cement Corporation are subsequently measured using the fair value model and valued by an independent qualified professional appraiser, a member of the ROC certified real estate appraisers; refer to Notes 5 and 15 to the parent company only financial statements for the details. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.
34
The corresponding audit procedures that we performed for the fair value measurement of investment properties were as follows:
- We assessed the professional competence and independence of the appraiser engaged by management, obtained an understanding of the appraiser’s scope of work and process of engagement and confirmed that no circumstances affect the appraiser’s independence or limit the scope of his work.
- We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
- We recalculated the fair value of investment properties.
Other Matter
As of December 31, 2025 and 2024, the financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using the equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2025 and 2024, the aggregate carrying amount of the equity-method investments in CSCGL was NT$15,240,504 thousand and NT$16,376,156 thousand, representing 6.1% and 6.4%, respectively, of the total assets. For the years ended December 31, 2025 and 2024, the share of profit or loss of CSCGL was NT$(812,282) thousand and NT$(213,179) thousand, representing (7.6%) and (1.6%), respectively, of the profit before income tax.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only 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 Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
35
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the 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 parent company only financial statements for the year ended December 31, 2025 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.
36
The engagement partners on the audits resulting in this independent auditors’ report are Tai, Hsin-Wei and Jui-Chuan Chi.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 16, 2026
Notice to Readers
The accompanying parent company only 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 parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only 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 parent company only financial statements shall prevail.
37
- 38 -
Report 3: Audit Committee’s Review Report on the 2025 Financial Statements
To: The 2026 Regular Shareholders’ Meeting
The Board of Directors has prepared the Company’s 2025 Business Report, the Proposal for Profit Distribution, and the Financial Statements certified by CPA Tai, Xin Wei and Chih, Jui-Chuan 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: Chi Schive
March 10, 2026
Report 4: Report on the Distribution of 2025 Cash Dividends.
Explanation:
- The “Articles of Incorporation of Asia Cement Corporation”, authorize the Board of Directors to approve quarterly cash dividends. The amounts and payment dates for 2025 quarterly cash dividends are demonstrated in the table below:
| 2025 | Approval Date | Payment Date | Cash Dividends Per Share (NT$) | Total Amount (NT$) |
|---|---|---|---|---|
| First Quarter | May 9, 2025 | - | - | - |
| Second Quarter | Aug. 8, 2025 | - | - | - |
| Third Quarter | Nov. 7, 2025 | - | - | - |
| Fourth Quarter | Mar. 11, 2026 | Note 1 | 2.3 | 8,157,094,626 |
| Total | 2.2 | 7,802,438,338 |
Note: 1. The cash dividend for the fourth quarter of 2025 will be paid after the record date is determined.
2. Starting from the second quarter of 2022, the Company may distribute quarterly cash dividends upon resolution by the Board of Directors.
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Report 5: Report on the 2025 Directors' Remuneration and Employees' Compensation
Explanation:
-
Pursuant to the Article 25 of the “Articles of Incorporation of Asia Cement Corporation”, 0.1% to 4% of profit of the current year should be distributed as employees’ compensation and not more than 2.5% of profit of the current year should be distributed as directors’ remuneration in the case where there are profits for the current year. No less than 25% of the total employees’ compensation shall be allocated to base-level employees.
-
For 2025, the employees’ compensation is 1.362% of the profit before tax, amounting to NT$149,856,366, of which no less than 25% (NT$37,464,091) shall be allocated to base-level employees. Directors’ remuneration is 1.099% of the profit before tax, amounting to NT$121,000,000. The aforesaid appropriation ratios are in compliance with the Articles of Incorporation, and all amounts will be distributed in cash.
-
The allocation of directors’ remuneration will take into consideration the directors’ contributions to corporate affairs and the extent of the Company’s growth in operating performance (as compared with the year of election) as major factors. The payment date and eligibility criteria for employees’ compensation shall be handled in accordance with the Company’s employees’ compensation allocation guidelines.
-
The employees’ compensation and directors’ remuneration were approved by the Remuneration Committee and the 12th meeting of the 28th Board of Directors on March 11, 2026.
-
40 -
Report 6: Report on the Issued Corporate Bond
Explanation:
The Company issued four corporate bonds in 2025.
| Type of Bond Issued | 1st Unsecured Corporate Bond Issued in 2025 |
|---|---|
| Amount | NT$4,300,000,000 |
| Interest Rate | 2.10% |
| Term | 5 years |
| Issue Reason | Loan Repayment |
| Repayment Method | Repayment in Lump Sum upon Maturity |
| Guaranty/Guarantor | None |
| Board of Directors Approval Date | Mar. 11, 2025 |
| Approving Authority/Date | Taipei Exchange |
| Apr. 18, 2025; Apr. 25, 2025 | |
| Date Issued | Apr. 29, 2025 |
| Type of Bond Issued | 2nd Unsecured Corporate Bond Issued in 2025 |
| --- | --- |
| Amount | NT$3,000,000,000 |
| Interest Rate | 2.08% |
| Term | 5 years |
| Issue Reason | Loan Repayment |
| Repayment Method | Repayment in Lump Sum upon Maturity |
| Guaranty/Guarantor | None |
| Board of Directors Approval Date | Mar. 11, 2025 |
| Approving Authority/Date | Taipei Exchange |
| Jul. 18, 2025; Jul. 25, 2025 | |
| Date Issued | Jul. 29, 2025 |
- 41 -
| Type of Bond Issued | 3rd Unsecured Corporate Bond Issued in 2025 |
|---|---|
| Amount | NT$6,000,000,000 |
| Interest Rate | 1.90% |
| Term | 5 years |
| Issue Reason | Loan Repayment |
| Repayment Method | Repayment in Lump Sum upon Maturity |
| Guaranty/Guarantor | None |
| Board of Directors Approval Date | Mar. 11, 2025 |
| Approving Authority/Date | Taipei Exchange |
| Sep. 12, 2025; Sep. 19, 2025 | |
| Date Issued | Sep. 22, 2025 |
| Type of Bond Issued | 4th Unsecured Corporate Bond Issued in 2025 |
| --- | --- |
| Amount | NT$5,500,000,000 |
| Interest Rate | 1.75% |
| Term | 5 years |
| Issue Reason | Loan Repayment |
| Repayment Method | Repayment in Lump Sum upon Maturity |
| Guaranty/Guarantor | None |
| Board of Directors Approval Date | Mar. 11, 2025 |
| Approving Authority/Date | Taipei Exchange |
| Dec. 15, 2025; Dec.19, 2025 | |
| Date Issued | Dec.22, 2025 |
- 42 -
II Recognizing Events
Proposed by the Board
Proposal 1: Acceptance of the 2025 Business Report and Financial Statements
Explanation:
The business report and financial statements of Asia Cement Corporation, attached as page 3-33, were audited and approved by Audit Committee.
The Audit Committee’s review report on the financial statements is attached as page 34.
Resolution:
- 43 -
Proposed by the Board
Proposal 2: Acceptance of the Proposal for Distribution of 2025 Profits
Explanation:
- The Board of Directors has approved the following proposal for distribution of 2025 profits in accordance with article 26 of the articles of incorporation of Asia Cement Corporation.
| A. Net income of 2025 | 10,029,822,640 |
|---|---|
| Plus: Reversal of special reserve | 203,032,664 |
| Plus: Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates | 203,090,625 |
| Plus: Disposal of investment properties by associates | 248,000 |
| Plus: Actual acquisition of interests in subsidiaries | (10) |
| Plus: Changes in equity from investments in associates accounted for using the equity method | (78,952,803) |
| Plus: Remeasurement of defined benefit plans | (154,510,956) |
| Total amount of after-tax net income for the period and other profit items adjusted to the current year's undistributed earnings other than after-tax | 10,202,730,160 |
| Less: Legal reserve appropriation | 1,020,273,016 |
| Less: Special reserve appropriation | 797,127,436 |
| Plus: Special reserve reversed in respect of subsequent net increases in fair value of investment properties | 53,878,004 |
| Subtotal | 8,439,207,712 |
| Plus: Opening unappropriated retained earnings | 24,014,648,749 |
| Retained earnings available for distribution | 32,453,856,461 |
| Less: 2025/Q4 Retained earnings to be distributed | 8,157,094,626 |
| Closing unappropriated retained earnings | $ 24,296,761,835 |
| Note: There were no profit distributions for the first three quarters of 2025. | |
| B. 2025/Q4 Appropriation items: | |
| Shareholders' bonus : Cash dividends NT $2.3 per share | $ 8,157,094,626 |
| Total | $ 8,157,094,626 |
-
2025 net profit will be distributed with priority. The Chairman is authorized to fix the record date of ex-cash dividend.
-
The distribution of earnings is calculated to the dollar (round up to the dollar). The total amount of the odd shares will be booked as the other income of the Company. Should ACC subsequently repurchase its common shares or issue new common shares according to Article 28-2 of the Securities and Exchange Act and other relevant regulations, the total number of common shares outstanding may change, and the ultimate cash to be distributed to each common share may need to be adjusted accordingly. It is proposed that the Chairman of ACC be authorized to adjust the cash to be distributed to each common share based on the total amount of profits resolved to be distributed and the number of actual common shares outstanding on the record date for distribution.
Resolution:
III Discussing and Election Events
Proposed by the Board
Proposal 1: To Elect Directors and Independent Directors.
Explanation:
The three-year term of 28th directors and independent directors is to expire. Accordingly, the Board of Directors proposed to elect directors and independent directors at 2026 Regular Shareholders’ Meeting.
The 2026 Regular Shareholders’ Meeting shall elect 10 directors and 5 independent directors with three-year term.
The Company’s election of directors and independent directors adopts candidate nomination system. Shareholders shall elect directors and independent directors from those who are listed in the slate of candidates which has been nominated and reviewed by the Board of Directors held on March 11, 2026. The slate of candidates is attached as the following list.
Voting Results:
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The slate of candidates for Directors and Independent Directors
| Title | Name | Education | Experience | Other Position | Legal Entity Represent | |
|---|---|---|---|---|---|---|
| 1 | Director | Douglas Tong Hsu | • Honorary Doctor, Chiao Tung University | |||
| • Master, University of Notre Dame, | ||||||
| • Master of Economics, Columbia University | • Chairman, Far Eastern New Century Corp. | |||||
| • Chairman, Asia Cement Corp. | ||||||
| • Chairman, Far Eastern Department Stores Ltd. | ||||||
| • Chairman, Far EasTone Telecommunications Co. Ltd. | ||||||
| • Chairman, Oriental Union Chemical Corp. | ||||||
| • Chairman, U-Ming Marine Transport Corp. | ||||||
| • Vice Chairman, Far Eastern International Bank | • Chairman, Far Eastern New Century Corp. | |||||
| • Chairman, Asia Cement Corp. | ||||||
| • Chairman, Far Eastern Department Stores Ltd. | ||||||
| • Chairman, Far EasTone Telecommunications Co. Ltd. | ||||||
| • Chairman, Oriental Union Chemical Corp. | ||||||
| • Chairman, U-Ming Marine Transport Corp. | ||||||
| • Vice Chairman, Far Eastern International Bank | None | |||||
| 2 | Director | Johnny Shih | • Master of Computer, Columbia University | • Vice Chairman, Far Eastern New Century Corp. | ||
| • Vice Chairman, Oriental Union Chemical Corp. | • Vice Chairman, Far Eastern New Century Corp. | |||||
| • Vice Chairman, Oriental Union Chemical Corp. | Far Eastern New Century Corp. | |||||
| 3 | Director | C.V. Chen | • S.J.D., Harvard University | • Chairman and Executive Partner, Lee and Li Attorneys-At-Law | ||
| • Chairman, Taipei European School | • Senior Partner, Lee and Li Attorneys-At-Law | |||||
| • Chairman, Taipei European School | Far Eastern New Century Corp. | |||||
| 4 | Director | Kun Yan Lee | • Yi-Lan Elementary School | • President, Asia Cement Corp. | ||
| • Director, U-Ming Marine Transport Corp. | ||||||
| • Director, Asia Cement (China) Holdings Co. | • President, Asia Cement Corp. | |||||
| • Director, U-Ming Marine Transport Corp. | ||||||
| • Director, Asia Cement (China) Holdings Co. | Yue Ding Industry Co., Ltd. |
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| Title | Name | Education | Experience | Other Position | Legal Entity Represent | |
|---|---|---|---|---|---|---|
| 5 | Director | Peter Hsu | • Master of Operations Research, Stanford University | |||
| • Master of Information Science, UCLA | • Vice Chairman, Far Eastern New Century Corp. | |||||
| • Vice Chairman, Far Eastone Telecommunications Co., Ltd | • Director, Far Eastern New Century Corp. | |||||
| • Vice Chairman, Far Eastone Telecommunications Co., Ltd | Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation | |||||
| 6 | Director | Chen Kun Chang | • Mechanical Section, National Taipei Institute of Technology | • Chief Deputy Plane Manager of Hualien Plant of Asia Cement Corp. | ||
| • President, Jiangxi Yadong Cement Corp. | • CEO, Asia Cement (China) Holdings Co. | Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation | ||||
| 7 | Director | Ruey Long Chen | • Bachelor of Economics, National Chung Hsing University | • Minister of Economic Affairs | • Chairman, Sinocon Industrial Standards Foundation | |
| • Chairman, China Petrochemical Industry Development Co., Ltd. | Ta Chu Chemical Fiber Co., Ltd. | |||||
| 8 | Director | Champion Lee | • Master of Business Administration, Texas A&I University | • Senior Vice President, Far Eastern New Century Corp. | • Director, Far Eastern New Century Corp. | |
| • Director, U-Ming Marine Transport Corp. | Far Eastern Medical Foundation | |||||
| 9 | Director | Kwan-Tao Li | • LL.M., New York University Law School, Graduate Division | |||
| • MBA, Kellogg-HKUST | • Director, Asia Cement Corp. | |||||
| • Director, Far Eastern New Century Corp. | • Chief Counselor, Lee and Li Attorneys-At-Law | |||||
| • Director, Far Eastern New Century Corp. | ||||||
| • Chairman, Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation | U-Ming Corp. |
- 47 -
| Title | Name | Education | Experience | Other Position | Legal Entity Represent | |
|---|---|---|---|---|---|---|
| 10 | Director | Doris Wu | • Bachelor degree in accounting, California State University | • Director and Supervisor, Chiahui Power Corp. | ||
| • Director and Supervisor, Oriental Union Chemical Corp. | ||||||
| • Chief Auditor and Manager of Financial Planning, Far EasTone Telecommunication Co. Ltd. | • CFO and Senior Vice President, Asia Cement Corp. | |||||
| • Director, U-Ming Marine Transport Corp. | ||||||
| • Director, Asia Cement (China) Holdings Co. | Bai-Yang Investment Holdings Corporation | |||||
| 11 | Independent Director | Chi Schive | • PhD. in Economics, Case Western Reserve University | • Chairman, Taiwan Stock Exchange | • Chair Professor, Soochou University | None |
| 12 | Independent Director | Gordon S. Chen | • PhD. in Business Administration, National Taiwan University | • Chairman, Financial Supervisory Commission | • Chairman, Central Investment Corp. | None |
| 13 | Independent Director | Chang-Pang Chang | • Master of Laws, National Chengchi University | • Deputy Minister, Ministry of Economic Affairs | ||
| • Deputy Secretary General, Executive Yuan | ||||||
| • Vice Minister, Ministry of Finance | • Chairman, Global Investment Holdings Co., LTD. | None | ||||
| 14 | Independent Director | Flora Chia-I Chang | • PhD. in Educational Administration, Stanford University | • Associate Professor, Department of Finance, Tamkang University | ||
| • Professor, Graduate Institute of Educational Policy and Leadership, Tamkang University | ||||||
| • President, Tamkang University | • Chairman, Tamkang University | |||||
| • Honorary President, Chinese Excellent Management Association | None |
- 48 -
| Title | Name | Education | Experience | Other Position | Legal Entity Represent | |
|---|---|---|---|---|---|---|
| • Chairman, the Foundation for International Cooperation in Higher Education | ||||||
| 15 | Independent Director | Huan Lin | • J.D., Delaware Law School | |||
| • LL.M., New York University | • Associate Professor, Department of Law, Soochow Universit | |||||
| • Deputy Minister, National Development Council, Executive Yuan | ||||||
| • Secretary-General, Association of Private Universities and Colleges of Taiwan | • Secretary-General, Chinese Arbitration Association, Taipei (CAA) | |||||
| • Director, Telecommunications and Intelligent Transportation Technology Development Foundation | None. |
Note: Independent Director Chi Schive and Gordon S. Chen have served as independent directors for three consecutive terms. Considering their expertise and relevant work experience, they are extremely helpful to the Company. When exercising their duties as independent directors, they fully exercised their professionalism and provided professional advice to the board of directors. Therefore, it is proposed to continue to nominate them as independent directors of the Company in this election.
- 49 -
Proposed By the Board
Proposal 2: Proposal for Release the Prohibition on Directors from Participation in Competitive Business.
Explanation:
-
According to Section 1, Article 209 of the Company Act, any director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the shareholders' meeting the essential contents of such an act and secure its approval.
-
The new 29th directors may conduct same business within the scope of the Company's business. Thus, the Company proposes to release the prohibition on directors from participating in competitive business.
Resolution:
To Release the Prohibition on Directors from Participation in Competitive Business
| Title | Name | Serve as Director at other companies in the competitive business | |
|---|---|---|---|
| China Area | Outside of China Area | ||
| Director | Douglas Tong Hsu | • Chairman and Director, Asia Cement (China) Holdings Co. | • Chairman, Yuan-Ding Co., Ltd. |
| • Director, Far Eastern Construction Co., Ltd. | |||
| • Director, Far Eastern General Contractor Inc. | |||
| • Chairman, Asia Cement (Singapore) Pte Ltd | |||
| • Chairman, Oriental Concrete Pte. Ltd. | |||
| • Chairman, Kowloon Cement Co., Ltd. | |||
| • Chairman, Kowloon Concrete Co., Ltd. | |||
| Director | Johnny Shih | • - | • Director, Kowloon Cement Co., Ltd. |
| Director | Kun Yan Lee | • Director, Asia Cement (China) Holdings Co. | • Chairman, Ya Tung Ready-Mixed Concrete Corp. |
| • Director, Yuan-Ding Co., Ltd. | |||
| • Director, Asia Cement (Singapore) Pte Ltd | |||
| • Director, Oriental Concrete Pte. Ltd. | |||
| • Director, Kowloon Cement Co., Ltd. | |||
| • Director, Kowloon Concrete Co., Ltd. | |||
| Director | Peter Hsu | • Vice Chairman and Director, Asia Cement (China) Holdings Co. | • Director, Nan Hwa Cement Corp. |
| • Director, Ya Tung Ready-Mixed Concrete Corp. | |||
| • Director, Yali Precast Prestressed Concrete Industries Corp. | |||
| • Director, Far Eastern Construction Co., Ltd. | |||
| • Director, Fu Shan Mineral Stone Co., Ltd. | |||
| • Director, Asia Cement (Singapore) Pte Ltd | |||
| • Director, Oriental Concrete Pte. Ltd. |
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| Title | Name | Serve as Director at other companies in the competitive business | |
|---|---|---|---|
| China Area | Outside of China Area | ||
| • Director, Kowloon Cement Co., Ltd. | |||
| • Director, Yuan-Ding Co., Ltd. | |||
| Director | Chen Kun Chang | • Director and CEO, Asia Cement (China) Holdings Co. | - |
| Director | Ruey Long Chen | • Director, Asia Cement (China) Holdings Co. | - |
| Director | Doris Wu | • Director, Asia Cement (China) Holdings Co. | |
| • Executive Director, China Shanshui Cement Group Ltd. | • Director, Nan Hwa Cement Corp. | ||
| • Supervisor, Ya Tung Ready-Mixed Concrete Corp. | |||
| • Chairman, Fu Shan Mineral Stone Co., Ltd. | |||
| • Director, Asia Cement (Singapore) Pte Ltd | |||
| • Director, Kowloon Cement Co., Ltd. | |||
| • Director, Kowloon Concrete Co., Ltd. |
- 52 -
- 53 -
IV Special Motions
Rules and Bylaws
1. Articles of Incorporation of Asia Cement Corporation
Chapter I – General Provisions
Article 1 The Company is duly incorporated under the provisions of the Company Act of the Republic of China, and shall be called “Asia Cement Corporation.”
Article 2 The Company's businesses are as follows:
- C901030 Cement manufacturing
- C901040 Ready-mixed concrete manufacturing
- B601010 Quarrying
- C901050 Cement and ready-mixed concrete products
- C901990 Non-metallic mineral products
- F111090 Whole sale of building materials
- F211010 Retail sale of building materials
- F401010 International trade
- IZ06010 Tally and packing
- A201010 Afforestation business
- H701010 Developing, leasing, and selling residential and business buildings
- H701020 Developing, leasing, and selling industrial factories
- H703100 Real estate rental & leasing
- H703090 Real estate sale & purchase
- JE01010 Rental and leasing
- G202010 Parking-lot business
- G801010 Warehousing
- I103060 Business management consultation services
- J101040 Waste treatment
Except where permits are required, to run operations not forbidden or limited by laws and regulations.
Article 3 The Company may provide guarantee according to the Procedures for Endorsement & Guarantee of Asia Cement Corporation.
Article 4 Where the Company invests in other companies and becomes a shareholder with limited liability, its total investment may exceed 40% of its paid-in capital as stipulated under Article 13 of the Company Act, subject to approval of the Board of Directors.
Article 5 The Company shall have its principal business office in Taipei City, Taiwan and have its manufactories in Dadu Village, Hengshan Township, Hsinchu County and Sincheng Village, Sincheng Township, Hualian County. The Company may,
- 54 -
depending on the circumstances of production and business, set up domestic and foreign branch offices and branch factories.
Chapter II–Shares
Article 6 The Company's total capital shall be forty billion New Taiwan Dollars (NT$40,000,000,000) divided into 4,000,000,000 shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches.
Out of the above total capital amount, One Hundred Million New Taiwan Dollars (NT$100,000,000) shall be divided into 10,000,000 shares of NT$10 each, to be issued as warrants for employees to subscribe.
Article 7 Shares issued by the Company are not required to be evidenced by share certificates, provided that they shall be recorded at the securities central depository enterprises. The Company can issue preferred shares.
In the event that the Company mergers with another company, matters relating to the merger need not be approved by way of a resolution of the shareholders meeting of prefer shares.
Article 8 Matters relating to the Company's shares shall be dealt with according to the provisions of "Regulations Governing Handling of Stock Affairs by Public Companies" and the relevant laws and regulations.
Article 9 Registration of share transfer shall be closed within 60 days prior to the general shareholders' meeting, or within 30 days prior to an extraordinary shareholders' meeting or within 5 days prior to the record date on which Company distributes the dividends or bonuses.
Chapter III – Shareholders' Meeting
Article 10 The Shareholders' Meetings shall be General or Extraordinary Shareholders' Meetings:
- General Shareholders' Meeting shall be held once a year within 6 months of the end of the Company's financial year.
- Extraordinary Shareholders' Meeting shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.
Article 11 Notices of general shareholders' meeting shall be in writing and delivered to the shareholders along with a public notice 30 days prior to the general shareholders' meeting and 15 days prior to the extraordinary shareholders' meeting. The said notices shall specify the date, place, and reasons for calling the shareholders' meeting.
Shareholders' meeting may be held by video conference or other methods announced by the central competent authority.
Article 12 Unless otherwise provided for in the Company Act, a quorum shall be present at the shareholders' meeting if shareholders representing more than half of the shares
- 55 -
issued by the Company are in attendance, and resolutions at the said assembly shall be adopted if approved by a majority of the shareholders in attendance.
Article 13
Shareholders may by way of power of attorney appoint proxies to attend the shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included.
Unless otherwise stipulated by the Company Act, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders' Meeting of Public Companies".
Article 14
Unless otherwise provided for in the Company Act and the Articles of Incorporation, shareholders' meeting shall be conducted in accordance with the Company's regulations for shareholders' meeting.
Article 15
Minutes and resolutions of shareholders' meeting shall be recorded and signed by or affixed with the seal of the chairperson of the meeting. The said minutes and resolutions shall specify the date and place of the shareholders' meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairperson of the shareholders' meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the proxies' powers of attorney, in compliance with the law.
The preparation and distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be made by means of electronic transmission.
Chapter IV – Directors and Managerial Officers
Article 16
There shall be 13~19 directors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total shares number of the registered shares of the Company held by all the directors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies".
The term of office of directors is for a period of 3 years. They may be reappointed following their re-election.
Independent directors shall not be less than three in number and shall not be less than one-fifth of the total number of directors. Independent directors shall not be less than one-third of the total number of directors since the 28th board of directors.
Directors shall be elected by adopting candidate nomination system in accordance with the Article 192-1 of Company Act. A shareholder shall elect from the nominees listed in the roster of candidates. The election of independent and non-independent
- 56 -
directors should be held together while elected quotas should be calculated separately.
Article 16-1 Pursuant to Article 14-4 of the Securities and Exchange Act, the Company will establish an Audit Committee. The Audit Committee shall make up of the entire number of independent directors, and it is responsible of executing powers relegated to Supervisors by the Company Act, Securities and Exchange Act and other laws and regulations.
The organizing members, exercise of powers and other matters to be abided by the Audit Committee shall follow related laws, regulations or rules or regulation of the Company. The organization regulations of the Audit Committee shall be adopted by the Board of Director.
Article 17 The Board of Directors of the Company shall comprise the directors to exercise the Director's power and authority. A Chairman, who represents the Company, and a Vice Chairman shall be elected from and among the Directors. Where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act on his/her behalf. Where the Vice Chairman is also on leave or absent or cannot exercise his/her power and authority, the Chairman of the Board of Directors shall designate one of the Directors to act on his behalf. In the absence of such a designation, the Directors shall elect from and among themselves an acting chairperson of the Board of Directors.
Article 18 Meetings of the Board of Directors shall be quarterly convened by the Chairman. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the Directors. The Chairperson may where necessary convene extraordinary meetings of the Board at any time.
When a Director is unable to attend the meeting of the Board of Directors in person, he/she may be represented by another Director in accordance with laws.
The meeting notice of the Board of Directors could be made in hard copy, e-mail, or fax.
Article 19 (deleted)
Article 20 The salaries of executive directors might be paid as employees with reference to the standard of listed companies in cement industry. And the amount of such salaries shall be determined by the Board of Directors.
Article 21 The Company shall have a President, Vice Presidents, Chief Auditor, General Plant Manager, Chief Engineer, Assistant Vice Presidents, Deputy Chief Auditor, Managers, and Plant Managers. The appointment and dismissal of the above staffs shall be approved by the resolutions of the Board of Directors and adopted by a majority of the Directors at a meeting attended by a majority of the Directors.
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Article 22 The Chairman, Vice Chairman and President shall handle the daily affairs of the Company in compliance with the resolutions of the Board of Directors.
Chapter V – Accounting
Article 23 The Company's fiscal year shall commence on January 1st of each year, and ends on December 31st of the same year. The final accounts are settled at the end of the Company's fiscal year.
Article 24 The Board of Directors shall in accordance with law furnish various documents and statements and submit for approval at the General Shareholders' Meeting.
The appointment, dismissal and remuneration of the accountants, who audit and review the above documents and statements, shall be resolved at the meeting of the Board of Directors.
Article 25 0.1% to 4% of profit of the current year should be distributed as employees’ compensation and not more than 2.5% of profit of the current year should be distributed as directors’ remuneration in the case where there are profits for the current year. At least 25% of the employees’ compensation shall be distributed to non-executive employees. However, the Company's accumulated losses shall have been covered.
The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, to determine the actual ratio, amount, form (in the form of shares or in cash) and the number of shares of the profit distributable as Employees’ compensation; and a report of such distribution shall be submitted to the shareholders' meeting.
The actual ratio and amount of the profit distributable as directors’ remuneration shall also be determined by Board of Directors, and a report of such distribution shall be submitted to the shareholders' meeting.
Article 26 The Company's profits distribution or loss appropriation may be made after the end of each quarter. If the profits distribution is paid in cash, it shall be dealt with by the resolution of the board of directors in accordance with the provisions of Article 228-1 and Article 240 Paragraph 5 of the Company Act, and shall be reported to the shareholders' meeting.
When the Company distributes profits of the first three quarters, it shall first estimate and retain the taxation, employee compensation and directors' remuneration, make up for losses and set aside statutory surplus reserves in accordance with the law. However, when the legal reserve has reached the paid-in capital, it may no longer be listed.
Apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Company shall first utilize the sum of said profit and the amount of profit (or loss) items adjusted to the current year’s undistributed earnings other than the said profit for offsetting accumulated losses in past years. Where there is still balance, the Company shall set aside 10% of the remaining profit as legal reserve provided that the amount of accumulated legal reserve has not reached the amount of the paid-in capital of the Company, then set aside a special capital reserve
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as required by law. Subject to certain business conditions under which the Company may retain a portion of the remaining balance, the Company may distribute to the shareholders the remainder together with undistributed profits from previous years in proportion to the number of the shares held by each shareholder as shareholders' dividend. However, in the case of increase in the Company's share capital, the shareholders' dividend to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.
The distribution of shareholders' dividend shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Shareholders' dividend shall be distributed aimed at maintaining the stability of shareholders' dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders' dividend, the dividend payout ratio each fiscal year shall be no less than fifty percent (50%) of the final surplus which is the sum of after-tax profit of the fiscal year to withhold previous loss, if any, legal reserve and special reserve as required by law; the cash dividend shall not be less than 10% of the shareholders' dividend distributed in the same year.
Article 27 Allocation of surplus assets to prefer shares of the Company shall not exceed the par value.
Chapter VI – Supplementary Provisions
Article 28 The organizational rules and bylaws of the Company shall be drawn and amended additionally.
Article 29 All matters not covered herein shall be undertaken in accordance with the Company Act and the other relevant laws and regulations.
Article 30 At the close of each fiscal year, all the statements and records of accounts prepared by the Board of Directors shall be submitted to each shareholder after the ratification by the general shareholders' meeting in accordance with Paragraph 1, Article 230 of the Company Act.
Article 31 These Articles of Incorporation were drafted on January 27, 1957, and came into effect following its approval by the competent authorities. Amendments shall take effect following their approval at the shareholders' meetings.
- First amendment on March 5, 1958;
- Second amendment on February 5, 1960;
- Third amendment on October 20, 1961;
- Fourth amendment on April 11, 1962;
- Fifth amendment on March 24, 1963;
- Sixth amendment on October 22, 1963;
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Seventh amendment on July 28, 1964;
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Eighth amendment on October 22, 1965;
Ninth amendment on April 23, 1966;
Tenth amendment on April 15, 1967;
Eleventh amendment on April 22, 1968;
Twelfth amendment on April 30, 1969;
Thirteenth amendment on April 25, 1970;
Fourteenth amendment on July 8, 1970;
Fifteenth amendment on April 28, 1971;
Sixteenth amendment on April 27, 1973;
Seventeenth amendment on May 3, 1974;
Eighteenth amendment on April 28, 1975;
Nineteenth amendment on April 8, 1976;
Twentieth amendment on September 24, 1976;
Twenty-first amendment on April 15, 1977;
Twenty-second amendment on April 21, 1978;
Twenty-third amendment on April 26, 1979;
Twenty-fourth amendment on April 21, 1980;
Twenty-fifth amendment on April 24, 1981;
Twenty-sixth amendment on April 28, 1982;
Twenty-seventh amendment on April 28, 1983;
Twenty-eighth amendment on April 25, 1984;
Twenty-ninth amendment on April 29, 1985;
Thirtieth amendment on April 23, 1986;
Thirty-first amendment on April 16, 1987;
Thirty-second amendment on April 12, 1988;
Thirty-third amendment on April 12, 1990;
Thirty-fourth amendment on April 12, 1991;
Thirty-fifth amendment on May 7, 1992;
Thirty-sixth amendment on May 7, 1993;
Thirty-seventh amendment on May 6, 1994;
Thirty-eighth amendment on April 28, 1995;
Thirty-ninth amendment on May 17, 1996;
Fortieth amendment on May 14, 1997;
Forty-first amendment on May 13, 1998;
Forty-second amendment on May 14, 1999;
Forty-third amendment on May 12, 2000;
Forty-fourth amendment on May 16, 2001;
Forty-fifth amendment on June 7, 2002;
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Forty-sixth amendment on June 9, 2005;
Forty-seventh amendment on June 7, 2006;
Forty-eighth amendment on June 17, 2008.
Forty-ninth amendment on June 22, 2011.
Fiftieth amendment on June 21, 2013.
Fifty-first Amendment on June 21, 2016.
Fifty-second Amendment on June 27, 2017.
Fifty-third Amendment on June 26, 2018.
Fifty-forth Amendment on June 24, 2019.
Fifty-fifth Amendment on June 23, 2020.
Fifty-sixth Amendment on June 29, 2022.
Fifty-seventh Amendment on May 28, 2025.
*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.
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2. Meeting Rules of Shareholders for Asia Cement Corporation
Take effect on March 24, 1963
Amended on May 23, 1997
Amended on May 13, 1998
Amended on June 7, 2002
Amended on June 21, 2013
Amended on June 23, 2020
Last amended on June 29, 2022
Article 1 The shareholders’ meeting of the Company shall be held according to the rules herein.
Article 2 The location for shareholders’ meeting shall be the Company’s place of business or a place convenient for attendance by shareholders (or by proxies) that is suitable for holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM.
Changes to the means of convening a shareholders' meeting shall be subject to a resolution of the Board of Directors, and shall be made no later than the delivery of the shareholders' meeting notice.
The Company shall specify in its shareholders' meeting notice the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be marked and a sufficient number of suitable personnel assigned to handle the registrations. Where a shareholders’ meeting is held by means of a visual communication network, shareholders shall register on the visual networking platform at least 30 minutes prior to the time the meeting commences. Shareholders who have completed the registration shall be deemed to have attended the shareholders' meeting in person.
When convening shareholders’ meeting, the Company shall incorporate electronic vote casting as one of the alternative ways to cast the vote, and the procedure of electronic casting shall be written in the notice of shareholders’ meeting. Shareholders who vote via electronic casting is deemed as presented in person. If a shareholder does not revoke his/her/its intention to exercise the voting power and attends the shareholders' meeting in person or by means of a visual communication network, he/she/it shall not exercise his/her/its voting power on the original proposals, propose amendments to the original proposals, or exercise the voting power for amendments to the original proposals, except for extemporary motions.
Shareholders (or their proxies) shall attend shareholders’ meetings based on attendance
cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. Shareholders (or their proxies) when attending the meeting shall hand in the sign-in cards to be used to calculate the number of attending shares.
Number of shareholders in attendance shall be calculated based on the number of attending shares, which equals to the sum of number of shares shown on the signed attended forms, the number of shares registered on the visual networking platform, and the number of voting shares via electronic casting.
The Company may appoint lawyers, accountants or related personnel to attend the shareholders' meeting.
The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband.
For a shareholders' meeting convened by the Board of Directors, the chairperson of the Board of Directors shall preside at the meeting. If the chairperson of the Board of Directors is on leave or unable to exercise the rights, the vice-chairperson of the Board of Directors shall preside instead. If the position of vice-chairperson is vacant or the vice-chairperson is on leave or unable to exercise the rights, the chairperson of the Board of Directors shall designate a director to preside at the meeting. If no director is so designated, the chairperson of the meeting shall be elected by the Board of Directors from among themselves. If the Chairperson is represented by a director, a director who has served for more than six months and who understands the Company's financial and business conditions shall serve as the Chairperson. For a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting; if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from among themselves.
The complete processes of the meeting shall be recorded by voice or video recorders and all the records shall be kept by the Company for a minimum period of at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. When a shareholders' meeting is held by means of a visual communication network, the Company shall make an uninterrupted audio and video recording of the shareholders' meeting. The materials and audio and video recordings shall be properly retained by the Company throughout its life.
Article 3 The chairperson shall announce starting of the Meeting when the attending shareholders (or proxies) represent more than half of the total shares issued in public. The chairperson may announce postponement of meeting if the legal quorum is not present after the designated meeting time. Such postponement is limited to two times
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and the aggregated postponed time shall not exceed one hour. If quorum is still not present after two postponements but the attending shareholders (or proxies) represent more than one third of the total shares issued in public, tentative resolutions may be passed with respect to ordinary resolutions by a majority of those present.
After proceeding with the aforesaid tentative resolutions, the chairperson may put the tentative resolutions for re-voting over the meeting if and when the shares represented by the attending shareholders (or proxies) reached the legal quorum.
Article 4 If the shareholders’ meeting is convened by the Board of Directors, the agenda shall be designated by the Board of Directors. The meeting shall proceed in accordance with the designated agenda and shall not be amended without resolutions.
If the meeting is convened by person, other than the Board of Directors, having the convening right, the provision set out in the preceding paragraph shall apply mutatis mutandis.
Except with shareholders’ resolution, the chairperson shall not declare adjournment of the meeting before the completion of the meeting agenda (including motions) set forth according to the two sections above.
During the meeting, if the chairperson declares adjournment of the meeting in violation of the preceding rule, a new chairperson may be elected by a resolution passed by majority of the attending shareholders to continue the meeting.
When the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same location or another venue.
Article 5 The shareholders (or proxies) shall complete statement slip setting out the number of his/her attendance card, name and statement brief before speaking, and the chairperson will designate the order in which each person is to speak during the session.
The statement will be deemed to be invalid if the shareholder (or proxy) merely completes the statement slip without speaking at the meeting. If there is any discrepancy between the content of the statement slip and the speech, the speech content shall be adopted after confirmation.
Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.
Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and
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reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson's permission.
The chairperson may restrain shareholders (or proxies) from speaking if that shareholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a shareholder (or proxy) is speaking, other shareholder (or proxy) shall not interrupt without consent of the chairperson and the speaking shareholder (or proxy). Any disobedient of the preceding rule shall be prohibited by the chairperson. Article 14 of this meeting rule shall apply if the disobedient do not follow the chairperson's instructions.
Article 8 For the same proposal, each person shall not speak more than 2 times.
Where a juristic person is authorized to attend a shareholders' meeting, such juristic person shall appoint only one representative to attend the meeting.
Where a juristic person appoints more than two representatives to the meeting, only one representative is allowed to speak.
Article 8-1 If a shareholders' meeting is held by means of a visual communication network, shareholders attending the meeting by means of a visual communication network may ask questions in text form on the visual networking platform after the Chairperson declares the commencement of the meeting and before the Chairperson declares the adjournment of the meeting. The number of questions asked for each proposal shall not exceed two, with each question limited to 200 words. The provisions of Articles 5, 7, and 8 shall not apply.
Article 9 After speaking by the attending shareholder (or proxy), the chairperson may reply in person or assign relevant officer to reply.
Over the proposal discussion, the chairperson may conclude the discussion in a timely manner and where necessary announce discussion is closed.
Article 10 For proposal in which discussion has been concluded or closed, the chairperson shall submit it for voting.
No discussion or voting shall proceed for matters unrelated to the proposals.
The personnel responsible for overseeing and counting of the votes for resolutions shall be appointed by the chairperson. The person responsible for vote overseeing shall be of the shareholder status.
Article 11 When the Company convenes a shareholders' meeting by means of a visual communication network, shareholders attending the meeting by means of a visual communication network shall vote on the proposals and the election on the visual
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networking platform after the Chairperson announces the commencement of the meeting and before the Chairperson announces the close of voting. Failure to do so will be deemed abstention.
In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company’s Articles of Incorporation, resolution shall be passed by a majority of the voting rights represented by the shareholders (or proxies) attending the meeting.
Proposals and elections shall be resolved by balloting at one time; votes shall be counted at one time after the Chairperson announces the close of voting.
If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other proposal shall be deemed rejected without requirement to put it to vote.
The results of voting shall be reported on the spot and kept for records.
If a shareholders' meeting is held by means of a visual communication network, the Company shall immediately disclose the voting results of the proposals and the election results on the visual networking platform in accordance with the regulations and maintain their availability for at least 15 minutes after the Chairperson announces the adjournment of the meeting.
Article 12 If a shareholders' meeting is held by means of a visual communication network, the Chairperson shall, when announcing the commencement of the meeting, separately announce the date of the meeting that shall be postponed or reconvened within five days due to any obstacles to the visual networking platform or attendance by means of a visual communication network that are caused by natural disasters, incidents, or other force majeure events lasting for 30 minutes or more, except for the circumstances where such postponement or reconvention is not required according to law.
During the meeting, the chairperson may at his/her discretion declare time for break.
Article 13 The chairperson may maintain the meeting order by instructing the security guards. The 0 security guards shall wear the armband for identification when helping maintaining the venue order.
Article 14 The shareholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the shareholders’ meeting from the meeting.
Article 15 For matters not governed by the rules specified herein, shall be governed according to Company Act, Stock Exchange Law and the other related laws and regulations.
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Article 16 The rules herein take effect after approval at the shareholders’ meeting. The same provision apply for any amendments.
*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.
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Last amended on June 25, 2021
Article 1 These rules shall apply to the election of independent directors and non-independent directors of the Company.
Article 2 The election of the Company’s directors shall be on the basis of accumulation of votes. Ballot of the eligible voter shall be assigned with code of certificate of present voter. The ballots to be prepared by Board of Directors shall indicate serial number of present voter and the number of votes he represented.
Article 3 The election of directors shall be pursued according to the number of position required; provided, however, that the independent and non-independent directors elected shall be calculated separately. The candidates that obtain more number of votes shall be elected. If there are two or more candidates obtaining the same number of vote but the number of position offered is limited, a draw shall be made amongst them to determine. The chairperson shall conduct the drawing for the candidate who is absent.
Directors shall be elected by adopting the candidate nomination system specified in Article 192-1 of Company Act. In addition, the qualifications, independence conditions and other matters of independent directors shall comply with “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and other relevant laws and regulations.
The overall composition of the Board of Directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Business management ability.
- Crisis management ability.
- Knowledge of the industry.
- An international market perspective.
- Leadership ability.
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Decision-making ability.
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Moreover, the professional qualifications, the assessment of independence and other matters of the independent directors shall be in compliance with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” or other relevant regulations.
Article 4 In the beginning of the election, the chairman shall designate two canvassers and two tally clerks to carry out relevant missions. The canvasser shall be limited to shareholder of the Company.
Article 5 The canvasser shall perform the following missions:
(1) Prior to casting of votes, open the vote box to the participants and have a seal attached onto the cover of box.
(2) Maintain good order for vote casting and prevent any negligence or irregularities in voting.
(3) Upon completion of voting, remove the seal from box cover, take out the ballots and count the number of ballots.
(4) Check to see if there are any invalid votes and have the valid votes hand over to tally clerk.
(5) Conduct supervision over the votes recorded by tally clerk and votes won by the eligible Directors/supervisors.
Article 6 Where a candidate is a natural person, the voters shall expressly enter the candidate’s name on the ballots. Where a candidate is a government or a corporate shareholder, the voters shall expressly enter such government or corporate shareholder name. Where a candidate is a representatives of a government or a corporate shareholder, the voters shall expressly enter such government or corporate shareholder and its representative’s name.
Article 7 A ballot is null and void if:
- Not in the ballot form as required under the Rules;
- Bearing two or more candidates on a same ballot;
- Remaining blank bearing no entries from the vote;
- Bearing irrelevant wording except for filling in candidates and assigning voting rights;
- Bearing vague, illegible wording;
- The filled-in list of electees which proves not conforming the director candidates;
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The total number of voting rights allocated by the voter on the voting ballot exceeds the number of voting rights held by the voter.
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Article 8 The ballot box is prepared by the Company and examined publicly by the scrutineers before voting.
Article 9 After all ballots are cast into ballot box, the canvasser shall join the tally clerk in opening of ballot box.
Article 10 The canvasser shall supervise over the count of ballots of tally clerk.
Article 11 In case of any doubts about the ballots, the canvasser shall be requested to conduct a verification to see the validity of the ballots. The invalid ballots shall be segregated from the valid ones and be certified as invalid ballots by the canvasser after having counted number of ballots and the voting rights.
Article 12 According to results of the votes, the canvasser shall conduct a check on the valid ballots and invalid ballots and produce a record indicating the number of valid ballots and voting rights, the invalid ballots and the voting rights and then the chairman shall announce the names of the elected directors and supervisors.
Article 13 Board of Directors shall issue notice of the elected directors.
Article 14 The rules herein take effect after approval at the stockholders’ meeting. The same provision shall apply for any amendments.
*In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.
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Appendix
1. Shareholding of Directors
March 30, 2026
| Title | Name | Representative | Shareholdings | Ratio of Shareholding |
|---|---|---|---|---|
| Chairman | Douglas Tong Hsu | - | 23,278,334 | 0.66% |
| Independent Director | Chi Schive | - | 0 | 0.00% |
| Gordon S. Chen | - | 0 | 0.00% | |
| Chang-Pang Chang | - | 0 | 0.00% | |
| Flora Chia-I Chang | - | 0 | 0.00% | |
| Director | Far Eastern New Century Corporation | Johnny Shih C.V. Chen | 705,509,004 | 19.89% |
| Ta Chu Chemical Fiber Co.,Ltd | Ruey Long Chen | 1,560,068 | 0.04% | |
| U-Ding Corporation | K.Y. Lee | 1,895,136 | 0.05% | |
| Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation | Peter Hsu C.K. Chang | 8,637,180 | 0.24% | |
| Far Eastern Medical Foundation | Champion Lee | 182,775,987 | 5.15% | |
| Bai-Yang Investment Holdings Corporation | Doris Wu | 3,849,468 | 0.11% | |
| U-Ming Corporation | K.T. Li | 1,505,585 | 0.04% | |
| Shareholding of All Directors | 929,010,762 | 26.19% |
Note: The shareholdings of representatives are not included.
- The ratios above are calculated based on total issued shares (3,546,562,881 shares) on book closure date (May 30, 2026).
- The minimum required combined shareholding of all directors by law: 85,117,509 shares.
- The shareholdings of all directors meet the minimum required combined shareholding.
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2. Effects on Business Performance and EPS Resulting from Stock Dividend Distribution
Not applicable because of no stock distribution.
亚洲水泥
ASIA CEMENT CORPORATION