LUCKY CEMENT - AGM Information 2017

Stock Code: 11 0 8

Taiwan Stock Exchange Market Observation Post System Website: http://mops.twse.com.tw Lucky Cement Co., Ltd., Website: http://www.luckygrp.com.tw

Lucky Cement Co., Ltd.

Handbook for the 2017 Annual Meeting of Stockholders

Time: 9:00 a.m. June 7, 2017

Place: No. 16, Sec. 4, Chungshan N. Rd., Shilin Dist., Taipei City Room #322, 3F. Teaching Building, Jiantan Youth Activity Center

Content of Index

		Content of Index
I	.	Meeting Procedure………………………………………..............	01
		To Shareholders ………………………………………..............	02
II	.	Reports on Company Affairs ………………..…………..............	03
		1. 2016 Business & Financial Decisive Report ………………..	03
		2. Supervisor’s review of 2016 Final Report ….……….....	32
		3. 2016 Employee & Directors, Supervisor Remuneration Distribution Report………………………………………….	33
		4. Other Reports…………………………….....….………..............	33
III	.	Proposals and Discussions.....……. ....... ........ .... ...... ..... ..............	34
		1. Adoption of the 2016 Business Report & Financial Statement………………………………………………………	34
		2. Adoption of the Proposal for Distribution of 2016 Profits …….	34
		3. Amendment to the “Articles of Incorporation” ………………..	35
		4. Amendment to the “Procedures for Acquisition or Disposal of
		Assets”……………………………………………………………	35
IV	.	Questions and Motions …………………………..……………….	42
V	.	Appendix …………………………………………………....……..	43
		1. Rules of Procedure for shareholders' meeting.……………….…	43
		2. Articles of Incorporation..............……………………..………….	49
		3. Procedures for Acquisition or Disposal of Assets (before amendment)…..…………………………………………………..	55
		4. Acceptance of Shareholder’s Proposal in the Shareholder’s Meeting...........................................................................................	67
		5. The Company’s directors’ and Supervisors’ holding shares...............................................................................................	67
		6. Corporate Social Responsibility Best Practice Principles..............	69

2017 The Shareholders’ Meeting of Lucky Cement Co., Ltd.

I. Meeting Procedure

Declaration of Opening
The Chairman is in position
Address of the Chairman
Reports on Company Affairs
Proposals and Discussion
Questions and Motions

7. Adjournment

１ -

A letter to Shareholders

Dear sir and madam:

The consolidated operating revenue of financial year 2016 was 4,251 million dollars, consolidated operating income was 426 million dollars and consolidated income before tax was 315 million dollars that was reduced 32% compared to the previous financial year and the main reason was the domestic demand for cement had reduced in 2016. We will be more proactively adjusting business strategies and make every effort to strengthen our competitiveness in order to improve the earning power.

A look of the global economy in 2016: US Federal Reserve System took a slow attitude toward rate rise due to an economic revival in the United States, the effect after Brexit, the problems of deflation and unemployment at European Economic Area and cut excessive industrial capacity and economic restructuring in China. Economic distress of non-governmental construction industry and lack of major public construction projects decreased the domestic demand on cement gradually and we will still continually make great efforts to improve the productivity and reduce the cost under the economic downturn of business environment.

Looking ahead 2017, a global economic revival is full of uncertainties due to the economic policy of new US president, Trump, who promotes manufacturers return back to U.S.A toward conservatism, trade protectionism has begun to prevail Internationally, economic restructuring in China, the countries of European Union like Germany, French, Italy, and Holland facing the election and Organization of the Petroleum Exporting Countries (OPEC) has reduced output and promoted increasing gas prices. In addition to a surge of international affairs, the domestic impact from the uncertainty of cross-strait relations and promoting policy of the President, the relevant issues that are closely related to the life of the public like pension reform and one fixed day off, and one flexible rest day draw the attention and plus the slow major public construction projects and non-governmental new building projects makes the demand of cement be short of growing and the domestic demand of cement market is expected to stay on the sidelines this year. Therefore, the estimated sales of relevant products like cement and stone are conservative compared to the previous financial year.

We appreciated the support and inspiration from all the shareholders for many years and we will make further efforts to improve business performance to create the greatest benefit to the shareholders. Lastly, we give best wishes for good health and good luck to all the shareholders. Thank you.

President：CHEN, LIANG-CHUAN /with seal/

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II. Company Reports

2016 Business Report and Financial Statements
A. Business performance
- 1) Major parts of products

A. Business performance 1) Major parts of products
Item	2016	2015	Increase(Decrease)	Growth %
Cement and Slag Powder (Unit: 1,000 metric tons)	864	1,054	(190)	(18.03%)
Stone (Unit: 1,000 metric tons)	4,260	5,207	(947)	(18.19)%

Status of implementation plan:

Total producing quantity of cement and slag powder was 864 thousand metric tons, the planned total producing quantity was 1,031 thousand metric tons, and its production rate was 84%.

Total producing quantity of stone was 4,260 thousand metric tons, the planned total producing quantity was 5,955 thousand metric tons, and its production rate was 72%.

2) Major parts of Sales

2) Major parts of Sales
Item	2016	2015	Increase (Decrease)	Growth %
Cement and Slag Powder (Unit: 1,000 metric tons)	1,134	1,354	(220)	(16.25%)
Stone (Unit: 1,000 metric tons)	3,100	4,222	(1,122)	(26.58%)
Cement and Slag Powder (Unit:1,000 dollars)	2,413,021	2,862,028	(449,007)	(15.69%)
Stone (Unit:1,000 dollars)	918,951	1,142,670	(223,719)	(19.58)

Status of implementation plan:

Total sales of cement and slag powder was 1,134 thousand metric tons, the planned total producing quantity was 1,261 thousand metric tons, and its production rate was 90%.

Total producing quantity of stone was 3,100 thousand metric tons, the planned total producing quantity was 5,000 thousand metric tons, and its production rate was 62%.

B. Analysis of Financial Revenue and Expenditure and Earning Power

Unit: 1 million dollars

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Item	2016	2015	Increase (Decrease)	Increase (Decrease) %
Operating revenue	4,251	5,021	(770)	(15.34%)
Operating Income	426	624	(198)	(31.73%)
Pre-tax Income	401	616	(215)	(34.90%)
Net Income	315	463	(148)	(31.97%)

	Item	Item	2016	2015
Individual earning power	Operating Income Margin (%)	Ratio：Actual Receipt Capital	10.29	16.91
	Pre-tax Income Margin (%)		9.43	14.12
	Net Profit Margin (%)		8.99	11.32
	Earnings Per Share (Dollar)		0.78	1.16

C. Research and development

The company spared no effort in the research of production process in response to the business development of cement, slag powder, stone, and waste disposal. Also, we had simultaneously significant results that achieved the requirements under the environmental protection policy of Government on the research and development of environmental pollution prevention and control. As for the global focus of energy conservation and carbon reduction, the talent and manpower have been committed by us and the manufacturer in order to achieve the goals of Government policy.

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President： Manager： Accounting manager：

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Lucky Cement Co., Ltd. Audit Report of Independent Financial Statements by Certified Public Accountants

Deloitte

Deloitte & Touche 12[th] Floor, Hung Tai Financial Plaza 156 Min Sheng East Rd., Sec.3 Taipei 10596, Taiwan

Deloitte & Touche 12th Floor, HungTai Financial Plaza 156 Min Sheng East Road, Sec.3 Taipei 10596, Taiwan Tel :+886(2)2545-9988 Fax: +886(2)4051-6888 www.deloitte.com.tw

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors and Shareholders of Lucky Cements Co., Ltd.:

AUDITOR’S OPINION

We have audited the balance sheets of Lucky Cement Co., Ltd. (the “Company”) as of December 31, 2015 and 2016, and the related statement of comprehensive income, changes in equity, cash flows and financial report, which is included summary of major accounting policies, for the years then ended in 2015 and 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lucky Cement Co., Ltd. as of December 31 in 2015 and 2016, and the financial performance and the cash flow for the years then ended in 2015 and 2016, in conformity with the “Guidelines of Governing the Preparation of Financial Reports by Securities Issues”, the related financial accounting standards of the “Business Entity Accounting Act” and of the “Regulation on Business Entity Accounting Handling” and accounting principles generally accepted in the Republic of China.

BASIS FOR OPINION OF AUDITOR

We conducted our audits in accordance with “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and auditing standards generally accepted in the Republic of China. We will have further explanation of the duty under these regulations in the responsibility part of Audit Report of Individual Financial Statements by Certified Public Accountants. The accountants following independent regulations of our office have to perform other duties of the regulations in accordance with codes of professional ethic and independent relationship with Lucky Cement Co., Ltd. We believe that we get efficient and proper audit evidences to be the basis for opinion of audit.

KEY AUDIT MATTERS

Key audit matters mean the most important thing for auditing of independent financial statements of Lucky Cement Co., Ltd. in 2016 in accordance with our professional judgments. These matters meet overall auditing of independent financial statements and the procedures of the opinion of audit, and we have disclaimer of specific opinion for these independent matters.

The key audit matters for auditing of independent financial statements of Lucky Cement Co., Ltd. in 2016 are as follows:

INVENTORY VALUATION LOSSES

Lucky Cement Co., Ltd. measures inventory costs with the method of comparing costs or net realizable value; except for the inventory of the same category, each item is regarded as basis during comparing the cost and the net realizable value; please see Note 4 (5) for relevant accounting policies; please see Note 5 (1) for relevant accounting judgments, estimating and assumption of the uncertainty.

The inventory amounts are NT$ 428,107 (please see Note 9) for the years till December 31, 2016, and they account for 6% of total assets of independent financial statements in December 31, 2016. The main items are materials and products; the costs and relevant prices are affected by domestic housing market and government real estate policy and have violent fluctuates which causing risk for net realizable value lower than carrying amount. Due to the regulations of management in accordance with the regulation of “Inventory” of IAS 2, auditing net realizable value of inventory involves estimating and judgment; because the result of judgment will directly affect recognition of profit and loss amount, the key audit matters are listed.

We perform the following main audit procedures of the above key audit matters:

Having verifications for the calculation of ends of inventory costs in management and assessing the decision method of current net realizable value which can ensure the inventory is evaluated with the method of comparing costs or net realizable value.
Inspecting the carrying amount of inventory. We use sampling to get the latest material price or sales invoice to being verification if the net realizable value has significant discrepancies with reference price, and re-calculating the net realizable value to evaluate the appropriateness of evaluation basis.
Taking inventory to evaluate if the inventory is out of date or damaged in the end of year.
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VALUATION LOSSES FOR DEVELOPING REAL ESTATE AND TO BE DEVELOPED REAL ESTATE OF DAI SHEN DEVELOPMENT CO., LTD.

The financial performance of DAI SHEN Development Co., Ltd., which is invested by Lucky Cement Co., Ltd. with equity method on December 31, 2016 as in the independent financial statements, whose rest of investment is NT$ 2,304,456, affects the annual investment gains and losses with equity method of Lucky Cement Co., Ltd.

DAI SHEN Development Co., Ltd. measures inventory costs with the method of comparing costs or net realizable value to evaluate the costs of developing real estate and to be developed real estate; please see Note 5 (2) for relevant accounting judgment, estimating and assumption of the uncertainty.

The investment amount for developing real estate and to be developed invested by DAI SHEN Development Co., Ltd. is NT$ 3,178,244 on December 31, 2016. Because the developing real estate and to be developed real estate are in the phase of developing causing risk for current net realizable value lower than carrying amount, the management evaluate the current net realizable value of developing real estate and to be developed real estate in accordance with the regulations of “Inventory” of IAS 2 and ask external expert to make real estate valuation report to be the evidence of evaluating net realizable value; it involves evaluation and judgment and may be affect the rest amount of investment with equity method by Lucky Cement Co., Ltd. and proportion of profits and losses of subsidiaries, so it listed to be key audit matters for developing real estate and to be developed real estate invested by DAI SHEN Development Co., Ltd.

We perform the following main audit procedures of the above key audit matters:

Assessing professional competence, generally competence, and objectivity of the independent real estate appraiser commissioned by the management of DAI SHEN Development Co., Ltd and the quality of the evaluators. Besides, we also discussed appraiser's operational scope and reviewed commissioning conditions with the Top management to confirm any and all matters that haven't affected the objectivity or limiting the operational scope.
Assessing the consistency of estimation of the real estate appraiser and the hypothesis and evaluation method in the contents, and checking if the net realizable value is proper.
Checking the important hypothesis and parameter consistency, included the disclosed information of parameter verifying.

MANAGEMENT’S RESPONSIBILITY FOR THE INDEPENDENT FINANCIAL STATEMENTS

Management is responsible for the independent financial statements in accordance with “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for expressing properly, and keep the necessary relevant inside control which has relationship with independent financial statements to ensure the independent financial statements having no fake expressing caused by fraud and mistake.

When making independent financial statements, management is also responsible for evaluating abilities of continuousness operating, disclosing of relevant matters, and adopting of accounting basis for operating continuously of Lucky Cement Co., Ltd. unless the management intends to go into liquidation, stop operating or Lucky Cement Co., Ltd., or has no other actual plan except for

liquidation or closing.

Management of Lucky Cement Co., Ltd. (included independent directors and supervisors) is responsible for supervising procedures of financial report.

AUDITOR’S RESPONSIBLE FOR INDEPENDENT FINANCIAL STATEMENTS

The purpose of auditing the independent financial statements is to ensure reasonably if the independent financial statements have largely wrong expressing caused by fraud or mistake, and to make audit report. Reasonably ensuring means ensure highly. Following general standards of auditor cannot ensure to detect if the independent financial statements have largely wrong expressing. Wrong expression may be caused by fraud or mistake. If the each amount or total amounts of money can be predicted to affect the business policy decided by the users who used the independent financial statement, it will be regarded as an important thing.

When we follow general standards of auditor to audit the documents, we will judge and suspect in our profession. We will also conduct the following works:

Identifying and assessing the expressing risk of the independent financial statements caused by fraud or mistake; making conducting proper policy for all risks in evaluation; getting efficient and appropriate evidences for auditing as a basis of audit opinion. Because fraud may be involved in conspiracy, forging, deliberately omitting, false statements and exceeding of Internal Control, the detected risks of reason of fraud are higher than reason than mistake.
Getting necessary knowledge of Internal Control related to auditing to make auditing procedures in proper condition at that time. The target has unqualified opinion for the efficiency of Internal Control of Lucky Cement Co., Ltd.
Assessing the appropriateness of accounting policy decided by the management and disclosing justifiability of accounting evaluation and relevant evaluation.
Concluding the matters, which they may be important, or the conditions, which may be largely uncertainty, of appropriateness of keeping operating adopted by management, and the keeping operating ability of Lucky Cement Co., Ltd.; if we regard the matters or conditions having largely uncertain situation, we will remind the users of the independent financial statements to notice the relevant disclosing parts written in audit report, or modify the audit report if the disclosing parts are not appropriate. The conclusion from us is based on the auditing results of the auditing report deadline. Only the future matters or conditions may cause Lucky Cement Co., Ltd. having no ability of keeping operating.
Assessing if overall expressing, structure, and content of the independent financial statements (included relevant note) and the independent financial statements express properly relevant business and matters.
Getting efficient and appropriate audit results to express opinion of the independent financial statements in accordance with the independent financial statements of Lucky Cement Co., Ltd. We are responsible for guiding, supervising, and conducting of audit report, and also responsible for making audit opinion of Lucky Cement Co., Ltd.

The matters which are communicated between us and the management include the planned audit scope and time, and important audit evidence (included the significant mistakes of Internal Control identified during audit procedures).

We also provide the management for the relevant independent announcement of Code of Ethics for Processional followed by the regulation-independent accountants of our office, and

communicate with the management for all relationship and other matters which are regarded as affecting the independence of accountants.

In the communication between accountants and the management, we decide to the key audit matters of the independent financial statements of Lucky Cement Co., Ltd. in 2016. We state clearly those matters in audit report; except for the regulations not allowing to disclose specified matters, or under the rare situation , we decide not to communicate the specified matters in audit report because it can reasonably predict the negative impact will higher than the increasing public profits within the communication.

Deloitte & Touche

Accountants Huang, Hai-Yue (stamp) The approval number of Securities and Futures Commission No. 0920131587 of Taiwan-Finance-Securities (VI)

Accountants Liu, Yong-Fu (stamp)

The approval number of Securities and Futures Commission No. 0920123784 of Taiwan-Finance-Securities (VI)

March 30, 2017

Lucky Cement Corporation Balance Sheets

December 31[,] 2016 And 2015

C o d e 1100 1125 1150 1160 1170 1180 1200 1210 1220 130X 1410 1470 11XX 1543 1550 1600 1840 1920 1990 15XX 1XXX C o d e 2100 2110 2150 2160 2170 2180 2219 2230 2310 2320 2399 21XX 2540 2570 2640 2645 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX	A s s e t s Current Assets Cash（Note 6） Available-for-sale financial assets（Note 4 & 7） Notes receivable, net（Note 4, 8, & 28） Notes receivable due from related parties, net（Note 4, 8, & 27） Accounts receivable, net（Note 4 & 8） Accounts receivable due from related parties, net（Note 4, 8, & 27） Other receivables（Note 4） Other receivables due from related parties（Note 27） Current income tax assets（Note 4 & 22） Inventories（Note 4 & 9） Prepayments（Note 10） Other current assets（Note 11 & 28） Total Current Assets Non-current assets Non-current financial assets at cost（Note 4, 12, & 27） Investments accounted for using equity method（Note 4 & 13） Property, plant and equipment（Note 4, 14, and 28） Deferred income tax assets（Note 4 & 22） Guarantee deposits paid（Note 24 & 29） Other non-current assets（Note 15 & 28） Total Non-Current Assets Total Assets Liabilities and Equities Current liabilities Short-term borrowings（Note 16 & 28） Short-term notes and bills payable（Note 16） Notes payable（Note 17） Notes payable to related parties（Note 17 & 27） Accounts payable（Note 17） Accounts payable to related parties（Note 17 & 27） Other payables（Note 18） Current income tax liabilities（Note 4 & 22） Advance receipts（Note 27） Long-term liabilities, current portion（Note 16 & 28） Other current liabilities（Note 27） Total Current Liabilities Non-current liabilities Long-term borrowings（Note 16 & 28） Deferred tax liabilities（Note 4 & 22） Net defined benefit liability（Note 4 & 19） Guarantee deposits received Other non-current liabilities（Note 13） Total Non-Current Liabilities Total Liabilities Equity（Note 20） Ordinary share Capital surplus Retained earnings Legal Reserve Special reserve Unappropriated retained earnings Total Retained Earnings Other equities Total Equities Total Liabilities and Equities		2016/12/31	Unit: New Taiwan Dollar (1,000) 2015/12/31 ％ A m o u n t ％ 2 $ 136,711 2 1 65,950 1 5 357,552 5 - 199 - 2 222,837 3 - 37,926 1 - 3,128 - 5 247,552 3 - - - 6 289,305 4 2 204,890 3 5 167,080 2 28 1,733,130 24 1 39,627 1 39 2,863,184 40 25 2,031,801 28 1 133,387 2 3 242,741 3 3 162,629 2 72 5,473,369 76 100 $ 7,206,499 100 13 $ 234,822 3 2 49,950 1 2 101,889 1 1 5,711 - 2 158,003 2 1 61,392 1 2 197,821 3 - 125,731 2 2 203,483 3 4 396,800 5 - 14,411 - 29 1,550,013 21 2 408,000 6 1 68,269 1 1 320,567 5 - 27,096 - - 20,704 - 4 844,636 12 33 2,394,649 33 57 4,047,380 56 - 8 - 2 87,760 1 - 14,135 - 8 626,211 9 10 728,106 10 - 36,356 1 67 4,811,850 67 100 $ 7,206,499 100
		A	m o u n t $ 153,569 39,027 359,985 2,815 157,548 21,725 425 317,642 15,650 428,107 164,008 361,698 2,022,199 34,527 2,765,858 1,787,670 103,597 237,784 191,639 5,121,075 $ 7,143,274 $ 930,869 109,760 109,135 105,016 126,524 90,433 138,724 - 164,246 303,500 9,536 2,087,743 112,500 59,604 52,111 32,733 26,888 283,836 2,371,579 4,047,380 8 134,776 14,135 547,996 696,907 27,400 4,771,695 $ 7,143,274

The accompanying notes are parts of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

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Chairman:

Accounting Supervisor ：

Manager:

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Lucky Cement Corporation

Statements Of Comprehensive Income

For The Years Ended December 31, 2016 And 2015

Unit: New Taiwan Dollar 1,000, But earning per share is in one New Taiwan Dollar.

C o d e Operating Revenue（Note 4 & 27） 4110 Sales revenue 4190 Less: Sales discounts and allowances 4100 Net sales revenue 5000 Operating costs（Note 9, 21, & 27） 5900 Gross profitfrom operations Operating Expenses（Note 21 & 27） 6100 Selling expenses 6200 Administrative expenses 6000 Total Operating Expenses 6500 Net other income (expenses)（Note 21） 6900 Net Operating Income Non-operating income and expenses（Note 4, 12, 21, & 27） 7070 Subsidiary's share of profit and loss with equity method 7100 Interest income 7110 Rent income 7190 Other income 7225 Gains on disposals of investments 7230 Foreign exchange (loss) gains 7590 Miscellaneous disbursements		2016
	A

11 -

7670 Impairment loss 7510 Interest expense ( 7000 Total non-operating income and expenses (	- 22,397) 34,586) (	- ( 7,500 ) - ( 29,789) ( 1) ( 112,913) (	- 1) 3)

（ To be continued）

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（ Continued）

2016 C o d e A m o u n t 7900 Profit from continuing operations before tax $ 381,702 7950 Tax expense（Note 4 & 22） 66,368 8000 Net Income 315,334 Other Comprehensive Income 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans（Note 19） ( 5,141 ) 8330 Share of other comprehensive income of subsidiaries accounted for using equity method 2,635 8360 Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation ( 25 ) 8362 Unrealised gains (losses) on valuation of available-for-sal e financial assets 634 8380 Share of other comprehensive income of subsidiaries accounted for using equity method ( 9,565) 8300 Other comprehensive income,net ( 11,462) 8500 Total Comprehensive Income $ 303,872		2016		％ 11 2 9 - - - - - - 9		2015
	A				A			％
								14 3 11 - - - - - - 11

13 -

Earnings per share（Note 23） 9750 Basics 9850 Dilution	$ 0.78 $ 0.78	$ 1.16 $ 1.15

The accompanying notes are parts of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

Chairman：	Manager：	Accountant
		Supervisor：

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Lucky Cement Corporation

Statements Of Changes In Equity

For The Years Ended December 31, 2016 And 2015

Co d e A1 Balance, January 1,2015 2014 Appropriation and Distribution of Retained Earnings B1 Legal Reserve B5 Cash Dividends－Each Share 0.6 NTD C7 Changes in equity of subsidiaries and joint ventures accounted for using equity method D1 2015 Net income D3 2015 Other comprehensive income D5 2015 Total comprehensive income Z1 Balance,December3 1,2015 2015 Earnings and Distribution B1 Legal Reserve B5 Cash dividends－Each share 0.85 NTD D1 2016 Net income D3 2016 Other comprehensive income D5 2016 Total comprehensive income Z1 Balance, December 31,2016	C	api t a lSt o c k $ 4,047,380 - - - - - - 4,047,380 - - - - - $ 4,047,380	R e t a i n CapitalSurplus L ega l R e s e rve $ - $ 49,806 - 37,954 - - 8 - - - - - - - 8 87,760 - 47,016 - - - - - - - - $ 8 $ 134,776	R e t a i n	R e t a i n	e d E a r	Unit: Excluding information per share, unit is NT$ 1000 O t h e r E q u i t y I t e m s Foreign Operations Available –for-sale n i n g s Translation of the Financial Statements Amount of Assets U n d i s t r i b u t e d E a r n i n g s E x c h a n g e D i f f e r e n c e Unrealized Gain or L o s s T o t a l Equ i ty $ 445,049 ( $ 8,011 ) $ 36,263 $ 4,584,622 ( 37,954 ) - - - ( 242,843 ) - - ( 242,843 ) - - - 8 470,161 - - 470,161 ( 8,202) 1,218 6,886 ( 98) 461,959 1,218 6,886 470,063 626,211 ( 6,793 ) 43,149 4,811,850 ( 47,016 ) - - - ( 344,027 ) - - ( 344,027 ) 315,334 - - 315,334 ( 2,506) ( 47) ( 8,909) ( 11,462) 312,828 ( 47) ( 8,909) 303,872 $ 547,996 ($ 6,840) $ 34,240 $ 4,771,695	Unit: Excluding information per share, unit is NT$ 1000 O t h e r E q u i t y I t e m s Foreign Operations Available –for-sale n i n g s Translation of the Financial Statements Amount of Assets U n d i s t r i b u t e d E a r n i n g s E x c h a n g e D i f f e r e n c e Unrealized Gain or L o s s T o t a l Equ i ty $ 445,049 ( $ 8,011 ) $ 36,263 $ 4,584,622 ( 37,954 ) - - - ( 242,843 ) - - ( 242,843 ) - - - 8 470,161 - - 470,161 ( 8,202) 1,218 6,886 ( 98) 461,959 1,218 6,886 470,063 626,211 ( 6,793 ) 43,149 4,811,850 ( 47,016 ) - - - ( 344,027 ) - - ( 344,027 ) 315,334 - - 315,334 ( 2,506) ( 47) ( 8,909) ( 11,462) 312,828 ( 47) ( 8,909) 303,872 $ 547,996 ($ 6,840) $ 34,240 $ 4,771,695
					L ega l R e s e rve $ 49,806 37,954 - - - - - 87,760 47,016 - - - - $ 134,776	A p p r o p r i a t e d Retained Earnings $ 14,135 - - - - - - 14,135 - - - - - $ 14,135
								$ 4,584,622 - ( 242,843 ) 8 470,161 ( 98) 470,063 4,811,850 - ( 344,027 ) 315,334 ( 11,462) 303,872 $ 4,771,695

The accompanying notes are part of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

Chairman：

Manager：

Accounting supervisor：

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Lucky Cement Corporation Statements Of Cash Flows For The Years Ended December 31, 2016 And 2015

Unit: NTD Thousands

C o d e Cash Flow from Operating Activities A10000 Profit before tax A20000 Adjustments: A20100 Depreciation expense A20200 Amortization and depletion expense A20900 Interest expense A21200 Interest income A21300 Dividend income A22500 Gain(loss) on disposal of property and equipment A23500 Impairment loss on financial assets A22300 Share of loss (profit) of subsidiaries for using equity method A23800 Inventory valuation losses A23100 Gains on disposals of investments A30000 Changes in operating assets and liabilities A31130 Notes receivable A31140 Notes receivable due from related parties A31150 Accounts receivable A31160 Accounts receivable due from related parties A31180 Other receivable A31190 Other receivable due from related parties A31200 Inventories A31230 Prepayments A31240 Other current assets A32130 Notes payable A32140 Notes payable to related parties A32150 Accounts payable A32160 Accounts payable to related parties A32180 Other payables A32210 Receipts in advance A32230 Other current liabilities A32240 Net defined benefit liability A33000 Net cash inflow from operations A33100 Interest received	2016 $ 381,702 278,730 9,536 22,397 ( 7,790 ) ( 1,232 ) ( 106 ) - 35,913 1,044 ( 1,918 ) ( 2,433 ) ( 2,616 ) 65,289 16,201 2,703 210 ( 139,846 ) 40,882 670 7,246 99,305 ( 31,479 ) 29,041 ( 59,605 ) ( 39,237 ) ( 4,875 ) ( 273,597) 426,135 7,118	2015
		$ 571,502 335,875 26,128 29,789 ( 8,459 ) ( 8,296 ) - 7,500 115,228 161 ( 5,473 ) 47,080 29,435 ( 14,909 ) 7,425 ( 2,798 ) 447 35,987 ( 7,725 ) ( 663 ) ( 94,588 ) ( 12,608 ) 18,215 33,492 44,224 ( 66,437 ) ( 3,589 ) ( 6,582) 1,070,361 9,120

（ To be continued）

16 -

（ continued）

C o d e A33300 Interestpaid A33500 Income tax paid AAAA Net cash flow from operating activities Cash Flow from Investing Activities B00300 Acquisition of available-for-sale financial assets B00400 Proceeds from disposal of assets available-for-sale financial assets B01200 Acquisition of financial assets at cost B01400 Proceeds from capital reduction of financial assets at cost B02200 Investment in subsidiary company B02300 Proceeds from disposal of subsidiaries B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease in refundable deposits B04300 Increase (decrease) in other receivables due from related parties B06600 Decrease (increase) in other current assets B06800 Increase of other non-current assets B07600 Received the dividends of subsidiaries and invested companies BBBB Net cash flows from (used in) investing activities Cash flow from fundraising activities C00200 Increase of short-term loans C00500 Increase of short-term notes and bills payable C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C03000 Increase of guarantee deposits received C04500 Cash dividends paid CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash E00100 Cash at beginning of period E00200 Cash at end of year	2016 ( $ 22,079 ) ( 186,622) 224,552 ( 6,684 ) 36,165 - 5,100 - 901 ( 34,599 ) 106 4,957 ( 70,300 ) ( 194,618 ) ( 38,546 ) 60,967 ( 236,551) 696,047 60,000 300,000 ( 688,800 ) 5,637 ( 344,027) 28,857 16,858 136,711 $ 153,569	2015
		( $ 29,961 ) ( 7,118) 1,042,402 ( 101,870 ) 75,206 ( 22,100 ) - ( 328,233 ) - ( 123,070 ) - 8 56,000 49,637 ( 6,542 ) 66,561 ( 334,403) 33,790 50,000 - ( 604,800 ) 1,230 ( 242,843) ( 762,623) ( 54,624 ) 191,335 $ 136,711

The accompanying notes are part of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

Chairman： Manager： Accounting Supervisor：

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17 -

Audit Report of Individual Consolidated Financial Statements by Certified Public Accountants

Lucky Cement Co., Ltd.

Deloitte

Deloitte & Touche 12[th] Floor, Hung Tai Financial Plaza 156 Min Sheng East Rd., Sec.3 Taipei 10596, Taiwan

Deloitte & Touche 12th Floor, HungTai Financial Plaza 156 Min Sheng East Road, Sec.3 Taipei 10596, Taiwan Tel :+886(2)2545-9988 Fax: +886(2)4051-6888 www.deloitte.com.tw

AUDITORS’ REPORT

The Board of Directors and Shareholders Lucky Cements Co., Ltd.

AUDITOR’S OPINION

We have audited the consolidated balance sheets of Lucky Cement Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2015 and 2016, and the related consolidated statement of comprehensive income, changes in equity, cash flows and financial report, which is included summary of major accounting policies, for the years then ended in 2015 and 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31 in 2015 and 2016, and the consolidated financial performance and the consolidated cash flow for the years then ended in 2015 and 2016, in conformity with the “Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards” (IFRS), the related “International Accounting Standards” (IAS) , Interpretation of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

BASIS FOR OPINION OF AUDITOR

We conducted our audits in accordance with “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and auditing standards generally accepted in the Republic of China. We will have further explanation the duty under these regulations in the responsibility part of Audit Report of Individual Financial Statements by Certified Public Accountants. The accountants following independent regulations of our office have to perform other duties of the regulations in accordance with codes of professional ethic and independent relationship with the Company and the Group. We believe that we get efficient and proper audit evidences to be the basis for opinion of audit.

KEY AUDIT MATTERS

Key audit matters mean the most important thing for auditing of consolidated financial statements of the Company and the Group in 2016 in accordance with our professional judgment. These matters meet overall auditing of consolidated financial statements and the procedures of the opinion of audit, and we have disclaimer of opinion for these independent matters.

The key audit matters for auditing of consolidated financial statements of the Company and the Group in 2016 are as follows:

INVENTORY VALUATION LOSSES

The Company and the Group measure inventory costs with the method of comparing costs or net realizable value; except for the inventory of the same category, each item is regarded as basis during comparing the cost and the net realizable value; please see Note 4 (6) for relevant accounting policies; please see Note 5 (1) for relevant accounting judgment, estimating and assumption of the uncertainty.

The inventory amounts (not included developing real estate and to be developed real estate) are 446,456 (please see Note 9) for the years till December 31, 2016, and they account for 6% of total assets of consolidated financial statements in December 31, 2016. The main items are materials and products; the costs and relevant prices are affected by domestic housing market and government real estate policy and have violent fluctuates which causing risk for net realizable value lower than carrying amount. Due to the regulations of management in accordance with “Inventory” of IAS 2, auditing net realizable value of inventory involves estimating and judgment; because the result of judgment will directly affect recognition of profit and loss amount, the key audit matters are listed.

We perform the following main audit procedures of the above key audit matters:

Having verifications for the calculation of ends of inventory costs in management and assessing the decision method of current net realizable value which can ensure the inventory is evaluated with the method of comparing costs or net realizable value.
Inspecting the carrying amount of inventory , getting the latest material price or sales invoice to being verification if the net realizable value has significant discrepancies with reference price, and re-calculating the net realizable value to evaluate the appropriateness of evaluation basis.
Taking inventory to evaluate if the inventory is out of date or damaged in the end of year.
18 -

VALUATION LOSSES FOR DEVELOPING REAL ESTATE AND TO BE DEVELOPED REAL ESTATE

The Company and the Group measure inventory costs with the method of comparing costs or net realizable value to evaluate the costs of developing real estate and to be developed real estate; please see Note 4 (6) for relevant accounting policies; please see Note 5 (2) for relevant accounting judgment, estimating and assumption of the uncertainty.

The investment amount for developing real estate and to be developed invested by the Company and the Group is 3,178,244 (please see Note 9) on December 31, 2016, which accounts for 41% of total producing amount of the consolidation. Because the developing real estate and to be developed real estate are in the phrase of developing causing risk for current net realizable value lower than carrying amount, the management evaluate the current net realizable value of developing real estate and to be developed real estate in accordance with the regulations of “Inventory” of IAS 2 and ask external expert to make real estate valuation report to be the evidence of evaluating net realizable value; it involves evaluation and judgement and will directly affect the profits and losses, so it listed to be key audit matters.

We perform the following main audit procedures of the above key audit matters:

Assessing professional competence, generally competence and objectivity of the independent real estate appraiser commissioned by the management of DAI SHEN Development Co., Ltd and the quality of the evaluators.
Assessing the consistency of estimation of the real estate appraiser and the hypothesis and evaluation method in the contents, and checking if the net realizable value is proper.
Checking the important hypothesis and parameter consistency, included the disclosed information of parameter verifying.

OTHER MATTERS

Lucky Cement Co., Ltd. has planned the independent financial statements for 2015 and 2016, and the audit report written by our accountants which we have unqualified opinion is as reference data.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the consolidated financial statements in accordance with “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, “International Financial Reporting Standards” (IFRs) recognized by Financial Supervisory Commission, “ International Accounting Standards”(IAS), explanation and interpretation for expressing properly, and keep the necessary relevant inside control which has relationship with consolidated financial statements to ensure the consolidated financial statements having no wrong expressing caused by fraud and mistake.

When making consolidated financial statements, management is also responsible for evaluating abilities of operating continuously, disclosing of relevant matters and adopting of accounting basis for operating continuously of the Company and the Group unless the management intends to consolidate, stop operating the Company, or has no other plan except for liquidation or closing.

Management of the Company and the Group (included independent directors and supervisors) is responsible for supervising procedures of financial report.

AUDITOR’S RESPONSIBLE FOR CONSOLIDATD FINANCIAL STATEMENTS

The target of auditing the consolidated financial statements is to ensure reasonably if the consolidated financial statements have largely wrong expressing caused by fraud or mistake, and to make audit report. Reasonably ensuring means ensure highly. Following general standards of auditor cannot ensure to detect if the consolidated financial statements have largely wrong expressing. Wrong expression may be caused by fraud or mistake. If the each amount or total amounts of money can be predicted to affect the business policy decided by the users who used the consolidated financial statement, it will be regarded as important thing.

When we follow general standards of auditor to audit the documents, we will judge and suspect in our profession. We will also conduct the following work:

Identifying and assessing the expressing risk of the consolidated financial statements caused by fraud or mistake; making conducting proper policy for all risks in evaluation; getting efficient and appropriate evidences for auditing as basis of audit opinion. Because fraud may be involved in conspiracy, forging, deliberately omitting, false statements and exceeding of Internal Control, so the detected risks of reason of fraud are higher than reason than mistake.
Getting necessary knowledge of Internal Control related to auditing to make auditing procedures in proper condition at that time. The target has unqualified opinion for the efficiency of Internal Control of the Company and the Group.
Assessing the appropriateness of accounting policy decided by the management and disclosing justifiability of accounting evaluation and relevant evaluation.
Concluding the matters, which they may be important, or the conditions, which may be largely uncertainty, of appropriateness of keeping operating adopted by management, and the keeping operating ability of the Company and the Group; If we regard the matters or conditions having largely uncertain situation, we will remind the users of the consolidated financial statements to notice the relevant disclosing parts of the consolidated financial statements written in audit report, or modify the audit report if the disclosing parts are not appropriate. Only the future matters or conditions may cause the Company and the Group having no ability of keeping operating.
Assessing if overall expressing, structure and content of the consolidated financial statements (included relevant note) and the consolidated financial statements express properly relevant business and matters.
Getting efficient and appropriate audit evidence to express opinion of the consolidated financial statements in accordance with the consolidated financial statements of the Company and the Group. We are responsible for guiding, supervising, and conducting of audit report, and also responsible for making audit opinion of Lucky Cement Co., Ltd.

We also provide the management for the relevant independent announcement of Code of Ethics for Processional followed by the regulation-independent accountants of our office, and communicate with the management for all relationship and other matters which are regarded as affecting the independence of accountants.

19 -

In the communication between accountants and the management, we decide the key audit matters of the consolidated financial statements of the Company and the Group in 2016. We state clearly those matters in audit report; except for the regulations not allowing to disclose specified matters, or under the rare situation , we decide not to communicate the specified matters in audit report because it can reasonably predict the negative impact will higher than the increasing public profits within the communication.

Deloitte & Touche

Accountants Huang, Hai-Yue (stamp)

The approval number of Securities and Futures Commission No. 0920131587 of Taiwan-Finance-Securities (VI)

Accountants Liu, Yong-Fu (stamp) The approval number of Securities and Futures Commission No. 0920123784 of Taiwan-Finance-Securities (VI)

March 30, 2017

20 -

Lucky Cement Corporation And Subsidiaries

Consolidated Balance Sheets

December 31, 2016 And 2015

C o d e 1100 1125 1150 1160 1170 1180 1200 1220 130X 1410 1470 11XX 1523 1543 1600 1840 1920 1990 15XX 1XXX C o d e 2100 2110 2150 2160 2170 2180 2219 2230 2310 2320 2399 21XX 2540 2570 2640 2645 2655 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX	A s s e t s Current Assets Cash（Note 4 & 6） Available-for-sale financial assets（Note 4 & 7） Notes receivable, net（Note 4, 8, & 29） Notes receivable due from related parties, net（Note 4, 8, & 28） Accounts receivable, net（Note 4 & 8） Accounts receivable due from related parties, net（Note 4, 8, & 28） Other receivables（Note 4 & 28） Current tax assets（Note 4 & 22） Inventories（Note 4, 5, 9, & 29） Prepayments（Note 11） Other current assets（Note 12 & 29） Total Current Assets Non-Current Assets Non-current available-for-sale financial assets（Note 4 & 7） Non-current financial assets at cost（Note 4 & 13） Property, plant, and equipment（Note 4, 14, & 29） Deferred tax assets（Note 4 & 22） Guarantee deposits paid Other non-current assets（Note 15 & 29） Total Non-Current Assets Total Assets L i a b i l i t i e s a n d E q u i t i e s Current Liabilities Short-term borrowings（Note 16 & 29） Short-term notes and bills payable（Note 16 & 29） Notes payable（Note 17） Notes payable to related parties（Note 17 & 28） Accounts payable（Note 17） Accounts payable to related parties（Note 17 & 28） Other payables（Note 18 & 28） Current tax liabilities（Note 4 & 22） Advance receipts Long-term liabilities, current portion（Note 16 & 29） Other current liabilities Total Current Liabilities Non-Current Liabilities Long-term borrowings（Note 16 & 29） Deferred income tax liabilities（Note 4 & 22） Net defined benefit liability（Note 4 & 19） Guarantee deposits received Shareholder accounts（Note 28） Total Non-Current Liabilities Total Liabilities Equity Attributable to the Owner Company（Note 20） Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total Retained Earnings Other Equities Total Equity Attributable to the Owners of the Company Non-Controlling Interests（Note 20） Total Equities Total Liabilities and Equities		2016/12/31		％ 3 2 6 - 4 - - - 47 2 5 69 - - 25 2 1 3 31 100 16 3 2 1 2 1 3 - 2 4 - 34 2 1 1 - - 4 38 52 - 2 - 7 9 1 62 - 62 100		Unit: NTD Thousand 2015/12/31	Unit: NTD Thousand 2015/12/31	Unit: NTD Thousand 2015/12/31
		A	m o u n t $ 213,090 169,905 440,532 12,050 303,758 23,360 1,927 15,663 3,624,700 168,666 387,111 5,360,762 16,480 37,666 1,899,736 122,317 88,752 226,931 2,391,882 $ 7,752,644 $ 1,185,829 229,443 155,842 91,186 172,446 90,433 192,032 4,128 157,345 314,700 11,513 2,604,897 135,338 59,604 72,236 32,933 45,800 345,911 2,950,808 4,047,380 8 134,776 14,135 547,996 696,907 27,400 4,771,695 30,141 4,801,836 $ 7,752,644			A	m o u n t $ 220,129 177,052 442,341 199 460,296 - 5,087 54 3,508,275 209,909 189,421 5,212,763 - 42,766 2,157,348 151,023 93,695 197,907 2,642,739 $ 7,855,502 $ 364,721 49,950 190,379 - 205,547 10,012 250,828 136,076 194,815 406,250 16,165 1,824,743 694,850 68,270 348,224 27,951 45,800 1,185,095 3,009,838 4,047,380 8 87,760 14,135 626,211 728,106 36,356 4,811,850 33,814 4,845,664 $ 7,855,502		％
									3 2 5 - 6 - - - 45 3 2 66 - 1 27 2 1 3 34 100 5 1 2 - 3 - 3 2 2 5 - 23 9 1 4 - 1 15 38 52 - 1 - 8 9 - 61 1 62 100

The accompanying notes are part of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

Chairman： Manager ： Accounting Supervisor ：

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21 -

Lucky Cement Corporation And Subsidiaries

Consolidated Statements Of Comprehensive Income

For The Years Ended December 31, 2016 And 2015

Unit： NTD Thousands, excluding earning per share, which is in 1 dollar

2016 C o d e A m o u n t Operating Income（Note 4 & 28） 4110 Salesrevenue $ 4,260,805 4190 Less: Sales discounts and allowances 9,744 4100 Net sales revenue 4,251,061 5000 Operating costs（Note 9, 21, & 28） 3,588,568 5900 Gross profit from operations 662,493 Operating expenses（Note 21 & 28） 6100 Selling expense 95,299 6200 Administrative expenses 140,974 6000 Total Operating Expenses 236,273 6500 Net other income(expenses) （Note 21） 106 6900 Net operating income 426,326 Non-Operating Income and Expenses（Note 4, 21, & 28） 7100 Interest income 1,975 7110 Rent income 9,994 7190 Other income 12,489 7225 Gains on disposals of investments 9,092 7230 Foreign exchangegains or loss ( 1,951 ) 7590 Miscellaneous disbursements ( 25,356 ) 7670 Impairment loss - 7510 Interest expense ( 31,239) 7000 Non-Operating Income and Expenses Total ( 24,996) 7900 Profit from continuing operations before tax 401,330		2016		％ 100 - 100 84 16 2 4 6 - 10 - - - - - - - 1) 1) 9		2015
	A				A			％
			( (				(	100 - 100 82 18 3 3 6 - 12 - - - 1 - - - 1) - 12

22 -

7950 Tax expenses（Note 4 & 22）

77,128

112,889

（ to be continued）
23 -

（ Continued）

C o d e 8000 Profit from continuing operations 8100 Profit loss from discontinued operations（Note 4 & 23） 8200 Profit for the year Other comprehensive income 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans （Note 19） 8360 Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8362 Unrealised gains (losses) on valuation of available-for-sale financial assets 8300 Other comprehensive income, net 8500 Total comprehensive income Net income: 8610 Attributable to owners of parent 8620 Attributable to non-controlling interests 8600 Total comprehensive income: 8710 Comprehensive income, attributable to owners of parent		2016		％ 7 - 7 - - - - 7 7 - 7 7		2015
	A				A			％
							(	10 1) 9 - - - - 9 9 - 9 9

24 -

8720 Comprehensive income, attributable to non-controlling interests ( 8700 Earnings per share（Note 24） From continuing business units and closed business units 9750 Basis 9850 Diluted From continuing units 9710 Basis 9810 Diluted	266) $ 303,606 $ 0.78 $ 0.78 $ 0.80 $ 0.80	- ( 7	7,186) $ 462,877 $ 1.16 $ 1.15 $ 1.23 $ 1.22	-
				9

The accompanying notes are part of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

Chairman： Manager： Accounting Supervisor：

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25 -

Lucky Cement Corporation And Subsidiaries

Consolidated Statements Of Changes In Equity

For The Years Ended December 31, 2016 And 2015

Unit： Excluding Each Share, NTD Thousand

Belonging to Original Company Stockholders Equity

R e t a i n	e d E a	r n i n g s Unappropriate d R e t a i n e d E a r n i n g s $ 445,049 ( 37,954 ) ( 242,843 ) - - 470,161 ( 8,202) 461,959 626,211 ( 47,016 ) ( 344,027 ) - 315,334 ( 2,506) 312,828 $ 547,996	O t h e r S t o c k h	o l d i ngI t e m s Available-for-sal e F i n a n c i a l A s s e t s U n r e a l i z e d profits and losses $ 36,263 - - - - - 6,886 6,886 43,149 - - - - ( 8,909) ( 8,909) $ 34,240	T	Non-controlling i n t e r e s t s $ 30,492 - - ( 8 ) 10,516 ( 7,398 ) 212 ( 7,186) 33,814 - - ( 3,407 ) ( 257 ) ( 9) ( 266) $ 30,141	Total interests	Total interests
			F o r e i g n O p e r a t o r s translation of the f i n a n c i a l s t a t e m e n t s E x c h a n g e D i f f e r e n c e s ( $ 8,011 ) - - - - - 1,218 1,218 ( 6,793 ) - - - - ( 47) ( 47) ($ 6,840)
Legal Reserve $ 49,806 37,954 - - - - - - 87,760 47,016 - - - - - $ 134,776	Appropriated R e t a i n e d E a r n i n g s $ 14,135 - - - - - - - 14,135 - - - - - - $ 14,135
		( ( ( ( ( (	( ( ( ( (	( (	( ( ( (	( ( ( ( ( ( (	( ( ( (	$ 4,615,114 - 242,843 ) - 10,516 462,763 114 462,877 4,845,664 - 344,027 ) 3,407 ) 315,077 11,471) 303,606 $ 4,801,836

The accompanying notes are part of the individual financial report.

26 -

(Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.)

Chairman：

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Manager： Accounting Supervisor ：

27 -

Consolidated Statements Of Cash Flows

Lucky Cement Corporation And Subsidiaries

For The Years Ended December 31, 2016 And 2015

Unit： NTD Thousand

Code
Cash Flow from Operating Activities
A00010
Profit from continuing operations
before tax
A00020
Loss
from
discontinued
operations before tax
A10000
Profit before Tax
A20000
Adjustments:
A20300
Provision
(reversal
of
provision) for bad debt
expense
A20100
Depreciation expense
A20200
Amortizationexpense
A23500
Impairment loss on financial
assets
A20900
Interest expense
A21200
Interest revenue
A21300
Dividend revenue
A22500
Loss (gain) on disposal of
property, plan and equipment
A23100
Gains
on
disposals
of
investments
A30000
changes in operating assets
and liabilities
A31130
Notes receivable
A31140
Notes
receivable
due
from related parties
A31150
Accounts receivable
A31160
Accounts receivable due
from related parties
A31180
Other receivables
A31200
inventories
A31230
Prepayments
A31240
Other current assets
A32130
Notes payable
A32140
Notes payable to related
parties
A32150
Accounts payable
A32160
Accounts
payable
to
related parties
A32180
Other payables
A32210
Receipts in advance

２８ -

A32230	Other current liabilities	(	4,652 )	(	3,734 )
A32240	Net defined benefit liability	(	278,494)	(	10,718)
A33000	Cash inflow (outflow) generated
	from operations		464,710		1,079,420
A33100	Interestreceived		1,956		3,422
（Continued）

２９ -

（ To be continued）

C o d e A33300 Interest paid A33500 Income taxes paid AAAA Net cash flow from operating activities Cash Flow from Investing Activities B00300 Acquisition of available-for-sale financial assets B00400 Proceeds from disposal of available-for-sale financial assets B01400 Proceeds from capital reduction of financial assets at cost B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease in refundable deposits B06600 Decrease (increase) in other current assets B06800 Decrease in other non-current assets B07600 Dividends received BBBB Net cash flows from (used in) investing activities C00100 Increase in short-term loans C00600 Increase (decrease) in short-term notes and bills payable C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C03000 Increase in guarantee deposits received C04500 Cash dividends paid C05800 Change in non-controlling interests C09900 Noncontrolling Equity Dividends payment CCCC Net cash flows from (used in) financing activities DDDD Effects of changes in foreign exchange rates EEEE Net cash increase/decrease	2016 ( $ 31,329 ) ( 189,036) 246,301 ( 89,789 ) 80,706 5,100 ( 38,183 ) 3,173 4,943 ( 193,119 ) ( 38,560 ) 5,054 ( 260,675) 821,108 180,000 695,800 ( 1,346,862 ) 4,982 ( 344,027 ) ( 907 ) ( 2,500) 7,594 ( 259) ( 7,039 )	2015
		( $ 43,635 ) ( 21,063) 1,018,144 ( 157,897 ) 163,877 6,000 ( 210,429 ) 1,568 241 52,938 ( 3,407 ) 12,145 ( 134,964) ( 30,392 ) ( 59,000 ) 286,850 ( 891,978 ) 1,884 ( 242,843 ) 11,766 ( 1,250) ( 924,963) 805 ( 40,978 )

３０ -

E00100 Cash balance at beginning of year E00200 Cash balance at end of year	220,129 $ 213,090	261,107 $ 220,129

The accompanying notes are parts of the individual financial report. (Please refer to the March 20[t h] , 2017 Deloitte Taiwan Audit Report.) Chairman： Manager： Accounting Supervisor：

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３１ -
Supervisor’s Review Report on the 2016 Financial Statements

LUCKY CEMENT CO. Supervisor’s Review Report

The Board of Directors of the company proposed 2016 Business Report and financial statements and distribution of profits, which have been approved by the supervisor and there is no inconsistency. Therefore, this report is presented in accordance with Provision No. 219 of Law, please proceed to approve.

With kind regards

2016 The Meeting of Shareholders of the company

Supervisor: Kuo Chuan Development Co., Ltd.

Representative: Chen, Ming-Hsien

Supervisor: Cheng, Shang-Kai

Date: March 20, 2017

３２ -

3. 2016 Employee, Directors and Supervisors Remuneration Distribution Report:

(1) The company’s employee remuneration amount in 2016: NTD$ 12,446,813.
(2) The company's directors and supervisors remuneration amount in 2016, the remuneration committee recommended to issue the amount of remuneration earnings 5% in 2016 in accordance with the regulations of Article 30 of the company's: NTD$ 20,744,689.
(3) The above amounts shall be distributed in cash.
(4) There is no difference between the proposed distribution and the amount of recognition fee in 2016.
Other reports:
(1) Endorsement and guarantees situation:

To the end of December of year 2016, the company's external of total amount of the endorsement and guaranteed is NT$ 517, 250 thousand, the object are all the investment of subsidiaries of the company.

Unit: NTD$ thousand

	Unit: NTD$ thousand
Object	Amount of endorsement and guarantee
Dasheng Development Co., Ltd	370,000
Fortune Ready-Mixed Concrete Plant Co., Ltd	70,000
Hsing Fu Navigation Co., Ltd	45,000
Japan Lucky Cement Co., Ltd	32,250
Total	517,250

(2) The company revised the "Corporate Social Responsibility Best Practice Principles" Report:
In order to fulfill the corporate social responsibility and to promote economic, environmental, and social advancement for purposes of sustainable development, the company promulgates own "Corporate Social Responsibility Best Practice Principles" in accordance with the "Companies listed on the Taiwan Stock Exchange Corporation and GreTai Securities Market ". In order to meet with the regulations specified in the Letter dated July 28, 2016, Letter No. Tai-Cheng-Chi-Li-Tzi No. 1050014103 and the Letter No. 2016-7-29-Tai-Cheng-Chi-Li-Tzi No. 1052200932, the resolution passed in the meeting of the board of directors on August 10, 2016 to revise the provisions set forth in Article 7, Article 22-1, and partial content of Article 27". (Please see detail in Appendix 6)
３３ -

III. Proposals and Discussion

Proposals

Case 1: Adoption of the 2016 business report and financial statements. (Board of Directors)

Explanation: (1) The financial statements of the Company for the year of 2016 (including the Consolidated Balance Sheet, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows) were completed by Deloitte & Touche Certified Public Accountants Alice Huang and Yongfu-Liu Certified Public Accountants.
(2) The business report and financial statements of the Company for the year of 2016, please refer to P.3 ~ P.31.
Resolution:
Case 2: Adoption of the Proposal for Distribution of 2016 Profits. (Board of Directors)
Explanation: (1) The financial statements of the Company for the year of 2016 have been prepared and the net profit after tax is NT $ 315,334,330. For the year 2016, the cash dividend is NT 0.60 Dollar, calculated as NT $ 242,842,829, please refer to the "surplus distribution table".
(2) The date of distribution of the cash dividend shall be determined by the board of directors after the recognition of the earnings distribution by the shareholders and shall be calculated on the basis of the register of shareholders on the base date, and the total amount of cash dividends distributed by each shareholder shall be equal to the amount of distortion, transferred to the Employees’ welfare committee.
Resolution:
３４ -

Lucky Cement Co.Ltd. PROFIT DISTRIBUTION TABLE Year 2016

Unit: NTD＄

Year 2016	U
Items	Total

Unappropriated retained earnings of prior years	235,167,681

Increase(decrease)in retained earnings	(2,505,632)
Unappropriated retained earnings after update	232,662,049
Add: annual netprofit after tax	315,334,330
Less: legal reserve	(31,533,433)

Distributable net profit	516,462,946

Less: cash dividend: 0.6 per dividend	(242,842,829)
Un-appropriated retained earnings end of the year	273,620,117

Notes:

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Discussion

Case 3: According to the letter No. 10501146030 sent by Ministry of Economic Affairs on July 11, 2016, we asked to make up for the content in the "Articles of Incorporation" pursuant to Article 30 as proposal. Please proceed to discuss. (Proposed by the Board of Directors)

Explanation: (1) According to the letter No.10402427800 sent by the Ministry of Economic Affairs on October 15, 2015 to ask "The payment ratio setting method of directors and supervisors should limited to the upper limit of the way."
(2) Comply to make up the Company Articles 30 of the Articles of Incorporation of the Company are as follows:

If the annual accounts of the Company are profitable, 3% of the profits shall be paid for the employees' remuneration, which shall be distributed by stock or cash in accordance with the resolution of the board of directors. The people of the issuance shall include the employees of the subordinate employees who meet certain conditions. The company can use the above profits amount, and proposed by the board of directors to assign no more than five percent for the directors’ remuneration. The case of the dispatched remuneration to the employee and the board shall be announced in the shareholders' meeting.

But if the company still has accumulated losses, should be retained in advance to make up the amount, and then in accordance with the proportion of the former agreement to pay compensation and remuneration.

The case of remuneration assignment of the manager staff and the board shall be paid by the remuneration committee after approval.

Resolution:

Case 4: To revise the “Procedures for Acquisition or Disposal of Assets”,. Please proceed to discuss. (Proposed by the Board)

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Explanation: (1) To coordinate with the letter 1060001296 dated February 9, 2017 and 1060004523 dated February 23, 2017 which sent by the Financial Supervisory Commission to amend part provisions of the "Regulations Governing the Acquisition or Disposal of Assets by Public Company" to execute.

(2) Please refer to the following table of the before and after provisions.

Provisions	Amendatoryclause	Current clause	Description
Article 9	The Company acquires or disposes of real estate or equipment in addition to dealing with government agencies, own land construction, lease land construction, or other than acquire, dispose for the equipment of business use, the transaction amount reached 20% of the company's paid-in capital or NT $ 300 million or more, should obtain the valuation report issued by the professional valuator before the date fact happened. It needs to meet the following requirements: The followingomitted.	The Company acquires or disposes of real estate or equipment in addition to dealing with government*(organization), own land construction, lease land construction, or other than acquire, dispose for the equipment of business use, the transaction amount reached 20% of the company's paid-in capital or NT $ 300 million or more, should obtain the valuation report issued by the professional valuator before the date fact happened. It needs to meet the following requirements: The following omitted.	Consider the original intention of the government organization only, but also with the central and local government agencies to acquire or dispose of the assets of the transaction, the price is less likely to manipulate, to avoid the acquisition of expert advice, discretionary the first text.
Article 11	The Company has acquired or disqualified the membership card or the transaction amount of intangible assets to 20% of the Company's paid-in capital or NT $ 300 million or more. In addition to dealing with the government agencies, the Company shall contact the accountant to express opinion about the rationality of the transaction amount. The accountant should according to the auditing standards bulletin No. 20 regulations issued by the AccountingResearch	The Company has obtained or disqualified the membership card or the transaction amount of intangible assets to 20% of the Company's paid-in capital or NT $ 300 million or more. In addition to dealing with the government*(organization), the Company shall contact the accountant to express opinion about the rationality of the transaction amount. The accountant should according to the auditing standards bulletin No. 20 regulations issued by the Accounting Research and Development Foundation	The reason for amendment is the same as Article 9.

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	and Development Foundation to execute.	to execute.
Article 14	The Company acquires or disposes of real property or acquires the other assets other than real estate from the related party and the transaction amount is 20% of the Company's paid-in capital, 10% of the total assets or NT $ 300 million or more, in addition to the purchase and sale of bonds, with the condition of purchase and sale bonds, purchase or buy back the domestic securities investment trust business issued money market fund, the following information should be submitted to the board of directors for approval and after the supervisor acknowledges then can signed the transaction and payment: The followingomitted.	The Company acquires or disposes of real property or acquires the other assets other than real estate from the related party and the transaction amount is 20% of the Company's paid-in capital, 10% of the total assets or NT $ 300 million or more, in addition to the purchase and sale of bonds, with the condition of purchase and sale bonds, purchase or redeem the domestic money market fund, the following information should be submitted to the board of directors for approval and after the supervisor acknowledges then can signed the transaction and payment: The following omitted.	Securities Investment Trust and Consultation Law stipulated, with the permission of the Financial Supervisory Commission, a money market fund issued by an institution that operates a securities investment trust. To be amended
Article 19	The Company executed the merger, division, acquisition or share transferee and before the decision of held a board of directors meeting, shall appoint a certified public accountant, solicitor or securities underwriter to express its views on the rationality of conversion ratio, the purchase price or the allotment cash of the shareholders or other property, and proposed to the board for discuss and approval. But the company merge its’ directly or indirectly held 100% of the issued	The Company executed the merger, division, acquisition or share transferee and before the decision of held a board of directors meeting, shall appoint a certified public accountant, solicitor or securities underwriter to express its views on the rationality of conversion ratio, the purchase price or the allotment cash of the shareholders or other property, and proposed to the board for discuss and approval	Consider the company according to Merger and Acquisition Law to merge its’ 100% invested subsidiary or the merge of its’ 100% respectively merged subsidiaries. It is all belong to the organization adjustment in the company. It is necessary to correct the merger without any expert opinion.

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	shares or the total capital of the subsidiaries, or the merge of its’ directly or indirectly held 100% of the issued shares or the total capital of the subsidiaries, shall be exempted from the reasonable opinions issued bythe experts
Article 27	The Company shall obtain or dispose of the assets, and shall follow the character in accordance with the prescribed conditions, declare the relevant information in the designated website of the FSC for two days from the date of the occurrence of the fact: 1. To acquire or dispose of immovable property from the relative person or to acquire or dispose of other assets other than immovable property with the relative person and the transaction amount reached 20% of the paid-up capital of the company, 10% of the total assets or NT $ 300 million or more. But the purchase and sale bonds, purchase or buy back the domestic securities investment trust business issued money market fund is not limited. 2. The merger, division, acquisition or share transferee. 3. In the event of a loss of derivative transactions reach the all or individual contract loss limited	The Company shall obtain or dispose of the assets, and shall follow the character in accordance with the prescribed conditions, declare the relevant information in the designated website of the FSC for two days from the date of the occurrence of the fact: 1. To acquire or dispose of immovable property from the relative person or to acquire or dispose of other assets other than immovable property with the relative person and the transaction amount reached 20% of the paid-up capital of the company, 10% of the total assets or NT $ 300 million or more. But the purchase and sale of bonds, with the condition of purchase and sale bonds, purchase or redeem the domestic money market fund is not limited. 2. The merger, division, acquisition or share transferee. 3.In the event of a loss of derivative transactions reach the all or individual contract loss limited amount of the processing procedures stipulated 4. In addition to the first	1. The first paragraph of the first amendment with the provisions of Article 14. 2. Obtaining or disposing of the equipment used for the business use is a necessary item for the day-to-day business of the Company. Considering the large scale of the Company, if the reporting standard is too low, the announcement will be made too frequent and the significance of the information disclosure will be reduced. The announcement standard of the announcement of the large-scale company's non-affiliated business equipment transaction and the first paragraph of paragraph 4. 3. Paragraphs 1 and 7 of the first and fifth paragraphs of the first and fifth paragraphs of the current apportionment of paragraphs 1 and 2 of the first and fourth paragraphs of the current apportionment. 4. Amend the existing first subparagraph 4, subparagraph 2,and to

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	amount of the processing procedures stipulated 4. The type of assets acquired or dispose, is the equipment used for the business use, and the transaction object is not related to the person, the transaction amount and reach one of the following provisions: (1) The amount of paid-up capital is less than NT $ 10 billion and the transaction amount is more than NT $ 500 million. (2) The paid-in capital amounted to NT $ 10 billion or more and the transaction amount amounted to more than NT $ 1 billion. 5. The public offering company of the construction business acquires or disposes of the real estate for the purpose of construction and the transaction object is not related to the transaction, the transaction amount of NT $ 500 million or more. 6. The Company is expected to invest more than NT $ 500 million or more in the form of real estate, construction and construction. 7.in addition to the first six other than the assets of the transaction or financial	three other than the assets of the transaction or financial institutions to deal with claims or engage in mainland investment, the transaction amount reached the company's paid-up capital of 20 percent or NT $ 300 million or more. But the following is not the case: (I) The sale of bonds. (II) To invest as professional, and at the domestic and foreign stock exchanges or securities business premises for the sale of securities, or securities firms in the primary market to subscribe for and subscribe for securities in accordance with the provisions of the securities. (III) Buying and selling bonds with buy-back and selling conditions, purchase or redeem the domestic money market fund. (IV) The types of assets acquired or dispose are the equipment used for business purposes and whose transaction object is not related, the amount of the transaction is less than NT $ 500 million. (VI) The public offering company engaged in the construction business has acquired or disposed the real estate used for construction and whose transaction object is not related	delete item 1, subparagraph 2, (I) In view of the fact that the general corporate bonds and the general financial bonds which are not involved in the equity interest in the domestic primary market with investment as a professional are regular business activities and are mainly for the purpose of obtaining interest, the nature is simple and the other is in the secondary market When the goods are sold, they shall not be subject to the announcement in accordance with the current regulations. Based on the consideration of the benefits and consistency of the information disclosure, the scope of application of the announcement shall be excluded and the general financial of the Company shall not be dealt with in accordance with the provisions of Paragraph 1 of Article 2 of the Financial Debt Issuance Bonds do not yet include subordinated financial bonds. (II) Where the other securities firm is required to subscribe to the securities business of the China

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	institutions to dispose of claims or engage in mainland investment, the transaction amount of up to 20% of the company's paid-up capital or NT $ 300 million or more. But the following is not the case: (1)The sale of bonds. (2) to invest in securities at the securities exchange or securities business premises at home or abroad, or to subscribe for ordinary corporate bonds and general financial bonds not involved in equity in the domestic primary market, or securities firms Underwriting business needs, as a cabinet company counseling recommended securities firms by the Foundation of the Republic of China Securities counter trading center to subscribe for the securities. (3) To buy and sell bonds with buy-back, selling bonds, purchase or buy back the domestic securities investment trust issued by the money market fund. The amount of the preceding transaction is calculated in the following manner: 1. The amount of each	person, 1w``and the transaction amount is no more than NT $ 500 million. (VII) The amount of the transaction is expected to be less than NT $ 500 million for the acquisition of real property by way of self-construction, lease construction, joint construction divide house, joint construction divide profits and joint construction divide sell. The amount of the company estimated to invest no more than NT $500 million. preceding transaction amount is calculated in the following manner: 1. The amount of each transaction. 2. The amount accumulated in a year with the same relative person to obtain or dispose the same character target of the transaction. 3. The amount accumulated in a year to obtain or dispose (obtain or dispose accumulated separately) the same real estate development plan. 4. The amount accumulated in one year or acquired (accrued and accrued separately) the same securities. The second term referred to as a year to the date of the transaction on the basis of the date, forward retrospective one year, has been in accordance with the provisions of this notice	Securities and Exchange Commission for the purposes of the underwriting business or the counselor to recommend the securities firm to register the securities firm, it shall also exclude the application of the announcement range. 5. The current paragraph 1, paragraph 4, of the first tranche of the present amendment is the same as article 14 and the first item, paragraph 3, of the first tranche. 6.The other Article 28 of the relevant company after the announcement of the contents of the notice if the change should be announced within two days of the provisions of the company announced the contents of the announcement or error should be corrected when the deadline.

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	transaction. 2. The amount accumulated in a year with the same relative to obtain or dispose the same target of the transaction. 3. within a year to obtain or dispose of (obtain or dispose accumulated separately) the same real estate development plan. 4. The amount accumulated in a year obtain or dispose (obtain or dispose accumulated separately).the same securities The second term referred to as a year to the date of the transaction on the basis of the date, forward retrospective one year, has been in accordance with the provisions of this notice part of the notice no longer included. The Company shall, on a monthly basis, enter into the information reporting website designated by the HKMA by the Company and its non-domestic subsidiaries of the Company as at the end of the month. The Company shall, in accordance with the regulations, declare that the project shall be declared in the event of any errors or omissions in the notice and shall be declared within two days from the date of the	part of the notice no longer included. The Company shall, on a monthly basis, enter into the information reporting website designated by the HKMA by the Company and its non-domestic subsidiaries of the Company as at the end of the month. The Company shall declare the items in accordance with the provisions of the project if the notice is wrong or missing and should be corrected, the project should be re-announced. The Company shall obtain or dispose of the assets and shall keep the opinions of the relevant contract, the proceedings, the reference book, the valuation report, the accountant, the lawyer or the securities underwriter in the Company, at least five years, unless otherwise provided by other laws.

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notice. The Company shall obtain or dispose of the assets and shall keep the opinions of the relevant contract, the proceedings, the reference book, the valuation report, the accountant, the lawyer or the securities underwriter in the Company, at least five years, unless otherwise provided by other laws.

Resolution:

IV. Questions and Motions V. Adjournment

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Appendix I: Rules of the Procedure for Shareholders Meetings.

Passed on the AGM on June 12, 2015

I. To establish a good shareholders meeting management system, improve the supervision function and strengthen the management function for the company, so the rules are governed and provided to be followed according to the Securities and Exchange Act, the Company Act and the Competent Authority.
II. Except as otherwise provided by laws or regulations, the rules of parliamentary procedures of the Company’s shareholders meeting shall be in accordance with the provisions of these Rules.
III. Except as otherwise provided in the Act, the Company shareholders meeting shall be convened by the board of directors.

The Company shall make the causes and explanatory information of the meeting notice of the shareholders meeting, letter of authorization, relevant recognition cases, discussion cases, the election or demission of a director, supervisor’s matters and other motions in to electronic files, and transmit the files of to the market observation post system thirty days before the AGM or fifteen days before the EGM. In addition, twenty-one days before the AGM or fifteen days before the EGM, make the parliamentary procedures manual and meeting supplementary information of the shareholders meeting into electronic files and transmit the files of to the market observation post system. Fifteen days before the shareholders meeting, the parliamentary procedures manual and meeting supplementary information of the shareholders meeting shall be prepared for the requests of the shareholders for at any time, which shall be displayed in the Company and the professional stock agency appointed by the Company, and be released on the site of the shareholders meeting.

The notice and the announcement shall contain the reasons for the convening; the notice and the announcement shall contain the reasons for the convening.

The election or demission of a director or supervisor, change of constitution, the dissolution, merger or division of the Company, the subparagraphs of paragraph 1, Article 185 of the Company Act, Article 43-6 of the Securities and Exchange Act, Article 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed in the reasons of the convening, which shall not be put for the as other business.

The shareholders who hold more than one percent of the total number of issued shares may submit an AGM proposal to the Company in writing, but to one proposal shall be limited, if more than one proposal, the rest shall not be included in the motion. In addition, if the proposal is contained in the subparagraphs of Article 172-1 of the Company Act, the board of directors shall not list it as the motion. Before the date of stopping stock transfer prior to the AGM, the Company shall announce the collection of the proposal, the reception premises and period; the reception period shall not be less than 10 days.

The proposal that is submitted by the shareholder shall be limited to 300 words, if more than 300 words, it shall not be listed in to the motion; the shareholder who submits the proposal shall personally attend the AGM or entrust other person to do so, and participate in the discussion of the motion.

Before the notice date of the convention of the shareholders meeting, the Company shall inform the shareholder’s proposal, and listed the motions which comply with the provisions of the Article in the meeting notice. For the shareholder’s proposal which is not set forth into the motion, the board of directors shall explain the reasons in the shareholders meeting.

IV. The shareholders shall provide the letter of authorization printed and issued by the

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Company, specifying the scope of authorization, principal agent to attend every meeting.

One shareholder shall provide one letter of authorization, and the principal shall be limited to one person, which shall be sent to the Company five days before the shareholders meeting. If the letter of authorization is repeated, the first shall be accepted. However, the principal prior to the revocation of the statement shall not be limited.

After the letter of authorization is sent to the Company, the shareholder who wants to attend the shareholders meeting personally or wants to exercise the right to vote in writing or electronically shall inform the Company for the revocation of the commission in writing two days prior to the shareholders meeting; for the overdue revocation, the right to vote exercised by the principal- agent who attend to the meeting shall prevail.

V. The premise of the shareholders meeting shall be at the place where the Company is located or is facilitated for the shareholders to attend and is suitable for the shareholders meeting, and the time of the meeting shall not be earlier than 9 am or later than 3 pm. For the company which has independent directors, the location and time of the meeting shall be taken full account of the views of independent directors.
VI. The Company shall indicate the check-in time, the check-in location and other matters to be noted for the shareholders in the meeting notice.

The reception of the check-in time of the shareholders of the preceding paragraph shall be started thirty minutes before the meeting; the check-in location shall be clearly marked, and the appropriate staff shall be assigned for processing.

The shareholder himself of herself or the principal-agent of the shareholder (hereinafter referred to as the shareholder) shall attend the shareholders meeting with the attendance card, attendance register card or other attendance documents. The Company shall not arbitrarily add any other supporting documents to the certificate of attendance; for the solicitor of the letter of authorization shall carry the ID documents for verification.

The Company shall have a signature list for the attendance of the shareholder himself or herself or the principal-agent (hereinafter referred to as the shareholder) for signature, or the attendant shareholder may provide the check-in card instead.

The Company shall deliver the parliamentary procedures manual, annual report, attendance card, statement note, vote and other meeting information to the shareholders who have attended the meeting; if there is an election of a director or a supervisor, the vote shall be attached.

If the shareholder is the government or a corporate, the representative person who attend the shareholders meeting shall not be limited to one person. When a corporate is entrusted to attend the shareholders meeting, only one representative shall be present.

VII. If the shareholders meeting is held by the board of directors, the chairperson shall be the chairman of the board; if the chairman of the board of directors is absent or fails to exercise his or her duties, the vice chairman shall act as agent. If there is no vice chairman, or the vice chairman is absent or fails to exercise his or her duties, the chairman shall designate one of the managing director as the agent; if there is no managing director, a director shall be designated as the agent; if the chairman does not designate any agent, the managing directors shall recommend a director with each other as the agent.

If the above chairperson is represented by a managing director or a director, the managing director or the director shall serve for more than six months and understand the status of the Company's financial business. If the chairperson is corporate director, the condition shall be the same.

For the shareholders meeting held by the board of directors, the chairman of the board

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shall personally preside over, and more than half of the board of directors, at least a supervisor and at least one person of the various functional committee members shall be present, and the attendance shall be recorded in the proceedings of the shareholders meeting. The convener shall be the chairperson, if there are two or more conveners, the chairperson shall be recommended among them.

The Company may appoint an appointed lawyer, accountant or related person to attend the shareholders meeting.

VIII.The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 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.
IX. The presence of the shareholders in a shareholders meeting shall be based on shares. The number of shares representing shareholders present in the meeting shall be calculated in accordance with those indicated on the attendance book or the attendance cards.

When it is time to convene a shareholder’s meeting, the chairperson shall immediately convene the meeting, provided, however, that if the shareholders present do not represent a majority of the total amount of issued shares, the chairperson may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If the meeting has been postponed for two times, but the shareholders present still do not represent one third of the total amount of issued shares, an adjournment shall be announced by the chairperson.

If the above meeting has been postponed for two times, but the shareholders present still do not represent one third of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act, and the tentative resolution shall be informed to every shareholders and the shareholders meeting shall be reconvened again within a month.

Before the close of the said meeting if the shareholders present represent a majority of the total amount of issued shares, the chairman may present the tentative resolution that is adopted to the meeting for resolution in accordance with the provisions of Article 174 of the Company Act.

X. If a shareholder’s meeting is called by the board of directors, the proceedings of the meeting shall be formulated by the board of directors, and the meeting shall be proceeded with in accordance with the said proceedings. The proceedings shall not be changed without a resolution made by the shareholders meeting.
If a shareholder’s meeting shall be called by any other person than the board of directors, the preceding provisions shall apply to the said meeting.
The chairperson shall not adjourn a meeting without resolution adopted by shareholders if the motions (including extraordinary motions) covered in the proceedings so arranged in the above two Paragraphs shall not have been resolved; if the chairperson violates the parliamentary procedures rules to announce an adjournment, other members of the board of directors shall assist the present shareholders to elect a person as the chairperson according to the legal procedures with a majority of the total amount of present shareholders to ,continue the meeting.

When the chairman considers that the discussion for a motion and the amendment proposed by the shareholder have reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.

XI. A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or
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number of attendance) and his name, and the chairman shall determine his order of giving a speech.

A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his speech shall be different from those specified on the slip, the contents of his speech shall prevail.

A shareholder shall not speak more than two times for one motion, unless he has obtained the prior consent from the chairperson, and each speech shall not exceed 5 minutes. If a shareholder violates the above provisions or his speech exceeds the scope of the motion, the chairman may prevent him from doing so.

When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairperson and the said shareholder, and the chairperson may prevent others from interrupting.

If a corporate shareholder who designates two or more representatives to represent it at the shareholders meeting, only one of the representatives so designated may speak on any one motion.

After a shareholder has given a speech, the chairperson may personally or designate relevant person to respond.

XII. The voting of shareholders in a shareholders meeting shall be calculated in accordance with the number of shares.

For the resolution of a shareholders meeting, the number of shares of a non-voting shareholder shall not be counted as the total number of issued shares.

A shareholder shall rescue himself or herself from participating in agenda items that involve personal interest where such participation is likely to prejudice the interest of the company, and the shareholder shall not participate in any voting or be designated by any other shareholders to exercise his/her right of vote.

The preceding

The number of shares in the preceding paragraph which may not exercise the voting shares shall not be counted as the number of voting shares already present. In addition to the trust business or the shareholding agency approved by securities authority, when a person is designated by two or more shareholders at the same time, the voting shares of its agents shall not exceed 3% of the total number of issued shares, and the exceeded voting shares shall not be counted.

XIII.Subject to the provisions of the Act, each shareholder of the Company shall have a voting right per share.

When the Company calls shareholder’s meeting, the voting right may be exercised in writing or in electronic form; when exercising the voting right in writing or in electronic form, the exercise method shall be set forth in the notice of convening the shareholders meeting. A shareholder who exercises his/her voting right in writing or in electronic form shall be deemed as a shareholder who attends the shareholders meeting personally. However, in respect of the other business and the original motion of the shareholders meeting shall be deemed as a waiver.

For the shareholder who exercise his/her voting right in writing or in electronic form in the preceding paragraph, it means that the statement shall be sent to the Company two days before the shareholders meeting, and if the statement is repeated, the first statement sent shall prevail. However, the one who express his/her willing before the statement is revoked shall not be limited.

For the shareholder who wants to attend the shareholders meeting after he/she exercises his/her voting right in writing or in electronic form, he/she shall use the same method used to exercise the voting rights two days before the shareholders meeting prior to the revocation; for the shareholders who revokes past due, the exercise of the voting right in

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writing or in electronic form shall prevail. For the shareholder who exercises the voting right in in writing or in electronic form, and use the letter of authorization to designate an agent to attend the shareholders meeting, the voting right exercised by the principal-agent shall prevail.

Unless otherwise specifically provided for in the Company Act or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders. During voting, the chairperson or his designated officer shall announce the total number of voting case by case, and the shareholders shall vote for the resolution on a case-by-case basis, and enter the result of the approval, objection and abstention of the shareholders into the Market Observation Post System on the day of the shareholders meeting convened.

If there shall be an amendment or alternative to one motion, the chairperson may combine the amendment or alternative into the original motion, and determine their orders for resolution. Any one of the above shall be resolved, the others shall be considered as rejected, upon which no further resolution shall be required.

The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairperson, provided, however, that the person supervising the casting of votes shall be a shareholder.

The counting votes operations of the vote or electoral motions of the shareholders meeting shall be conducted in a "Public place" in the venue of the shareholders meeting, and after the completion of counting votes, the results shall be announced at the scene, including the statistics weights, and shall be recorded.

XIV. If there is an election of a director or a supervisor in the shareholders meeting, it shall be conducted based on the related selection specification, and the election result shall be announced at the scene, including the list of elected directors, supervisors and their elected weights.

The votes of the preceding election shall be sealed and signed by the scrutinizer and kept for at least one year. However, for the votes which is filed a lawsuit in accordance with Article 189 of the Company Act by a shareholder shall be kept until the end of the proceedings.

XV. The resolution of the shareholders meeting shall be made as the proceedings, which shall be signed or sealed by the chairperson, and the proceedings shall be submitted to each shareholder within twenty days after the meeting. The manufacture and submission of the proceedings may be in electronic form.

For the submission of the above proceedings, the Company may enter the proceedings in the Market Contrast System to announce it.

The proceedings shall be recorded in accordance with the year, month, day, place, the chairperson name, the resolution method, the main points of the process and the results of the parliamentary procedures, and it shall be kept permanently during the existence of the Company.

For the above resolution method, after consulting the opinions of the shareholders by the chairperson, if the shareholders have no objection to the motion, it shall be recorded ads “After the chairperson consulted all the attendant shareholders, the resolution was passed without any objection”; however, if any shareholder objects the motion, the voting method, the number of approving weights and the proportion of the weights shall be recorded.

XVI. For the number of shares levied by the solicitors and the number of shares delegated by the agent, The Company shall disclose them clearly in a statistical table complied with the provided format in the venue of the shareholders meeting in the day of the meeting.
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If the resolutions of the shareholders meeting belong to the major information provided by the Acts or Taiwan Stock Exchange, the Company shall transmit the content to the Market Observation Post System with the provided time.

XVII. Those handling the business of a shareholders meeting shall wear an identification card or a badge.

The chairman may direct disciplinary personnel or security personnel to maintain the order of the meeting. For doing so they shall wear a badge or a Staff ID bearing the words of "disciplinary personnel".

If the venue is equipped with loudspeakers, the chairperson shall stop a shareholder wishing to speak in a shareholders meeting without using the equipment arranged by the Company.

If a shareholder violates the parliamentary procedures rules, does not obey the correction of the chairperson, obstructs the conduct of the meeting and does not yield after being restrained, the chairman may direct disciplinary personnel or security personnel to ask him or her to leave the venue.

XVIII. During the proceedings of a meeting, the chairman may consider the schedule and announce for a break.

In the event of irresistible circumstances, the chairperson may adjudicate that the meeting will be suspended and announce the time to renew the meeting based on the situation.

Before the end of the agenda arranged in the parliamentary procedures in shareholders meeting (including other business), if the venue of the meeting is not allowed to be used continuously, new venue shall be decided in the shareholders meeting.

In accordance with the provisions of Article 182 of the Company Act, the resolution shall be postponed or renewed within five days.

XIX. This Rules, and any amendment thereto, shall be implemented after the approval of the shareholders’ meeting.
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Appendix II Articles of Incorporation for Lucky Cement Co., Ltd.

Chapter I General Provision

	Chapter I General Provision
Article.1:	The Company is organized in accordance with Company Act. , and named as Lucky
	Cement Co., Ltd.
Article.2：	The Company’s business scope as following：
	1. C901050 Cement and Concrete mixing Manufacturing.。
	2. C901990 Other Non-metallic Mineral Products Manufacturing.。
	3. B202010 Non-metallic Mining.。
	4. J101030 Waste Clearing.。
	5. J101040 Waste Disposal.。
	6. ZZ99999 All business items that are not prohibited or restricted by law,
	except those that are subject to special approval.。
Article.2-1：	The total foreign investment amount is not restricted, but has to pass by board of
	directors.
Article.3：	The Company is located in Yilan County, Taiwan; if it is necessary, it can
	establish branches on other appropriate sites.
Article.4：	The announcement method of the Company follows Company Act.。
	Chapter II Shares
Article.5：	The total capital of Company is 4,986,460,460 NT dollars, which are divided into
	498,646,046 shares and 10 NT dollars per share; the shares are all ordinary share;
	the part of not release shares is authorized by the board of directors to issue in
	different times.
Article.6:	The Company’s shares are registered and should be numbered and signed or
	stamped by more than three directors, and issued after governed certification by
	competent authority or the issue registration agency for approval.
	The shares issued by the Company are print-free, but they have to be registered by
	securities centralized custody institutions.
Article.7:	The shareholders of the Company should notify the Company’s shareholding
	agency their name, residence for registering in the list of shareholders, and send
	seal card to the Company’s shareholding agency to save and inspect; when seal
	card is change, it needed to send it again. When shareholders receive dividends,
	bonus or any writing contact with the Company, it will be certificated by the seal
	on seal card.
Article.8:	When there is any transferring, renewal, lost or damaging of shares, they have to
	follow “ Regulations Governing the Administration of Shareholder Services of
	Public Companies” published by Company Act. and Competent authority.
Article.9:	When the shareholder’s seal is lost or damaged, he should fill the application for
	loss of the seal, and send his identity documents, new seal card and shares to the
	Company shareholding agency to register. After approval of replacement of the
	new seal and the new seal is registered, it will be effective in the next day.
Article.10:	Every regular meeting of shareholders will stop transfer the shares in 60 days
	before the meeting, or 30 days before the temporary meeting of shareholders, or 5
	days before the base date for distributing dividends, bonus or other interests
	decided by the Company.
	Chapter III Shareholders’ meeting
Article.11:	Shareholders’ meetings of the Company are divided into the following two
	categories:

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Regular meeting of shareholders: held by the board of directors within 6 months after the end of the fiscal year.
Temporary meeting of shareholders: In addition to following the regulations of Company Act., it will be held by the board of directors when it is necessary.
Article.12: The meeting date, location and convening reason should inform the shareholders before 30 days of convening regular meeting and 15 days of temporary meeting. The Company has to inform previously the shareholders who hold less than one thousand shares of the registered shares with the announcement. The meeting of shareholders convening can be formed electronically by counterpart consented.
The meeting of shareholders should prepare the manual of proceedings and announce the manual of proceedings and relevant meeting information before the meeting of shareholders.
Article.13: Except for the provisions of Company Act., the shareholders who have half of total shares should attend the shareholders meeting; the decision from the shareholders voting with half of the consent will be conducted.
The voting right is used in writing or electronically in shareholders meeting; the method of voting right in writing or electricity should be informed in shareholders meeting.
The shareholders who exercise the voting right in writing or electronically are regarded as attending; however; if the decision is provisional motion and amendments to the original motion, the above shareholders are regarded as waivers.
Article.14: Except for the provisions of the Company Act., the shareholders of the Company have a voting right per share.
Article.15: The shareholders should fill the letter of attorney issued by the Company and specify the scope of authorization for the agent who attends the shareholders’ meeting. Except for the trust business or the shareholding agency approved by the securities authority, the voting right of a person who are commissioned by two or more shareholders should not over than 3% of total amount of issued shares, and if it exceeds over than 3%, the exceeding voting right will not be calculated. A shareholder is limited to issue a letter of attorney and commission a person. After the paper sent to the Company; if the shareholders want to attend the shareholders’ meeting themselves, they have to cancel the commission in writing form and sent to the Company before 2 days of the meeting; if they are too late to cancel it, the agent should replace shareholders to attend the meeting.
Article.15-1: The shareholders who use their voting right in writing or electronically should send their voting decision to the Company before 2 days of shareholders’ meeting; if there is any repeat of voting decision, the first voting decision will be accepted. The shareholders who sent their voting decision before cancelling the announcement are not limited for the above regulations. After the shareholders use their voting right in writing or electronically; if they want to attend the shareholders’ meeting themselves, they should use the same method of the last voting they used to cancel the voting decision before 2 days of the shareholders’ meeting; if they are too late to cancel it, the voting right in writing or electronically will be accepted.
If the shareholders use voting right in writing or electronically, and they also commission agent to attend the shareholders’’ meeting; the way that the agent attends the meeting is on first place.
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Article.16: When shareholders’ meeting is convened by the board of directors, the chairman will be the chairman of the board; When the chairmen of the board leaves of cannot exercise his power for some reasons, the chairman will be a director appointed by the chairman of the board; when the chairman of board doesn’t appoint the chairman, the chairman of the meeting will be a director selected by the board of director.
When the convener isn’t in the board of directors, the chairman will be him; if the conveners are more than two people, the chairman will be one of them.
Article.17: The decision made in shareholders’ meeting in accordance with Company Act. will be made for proceedings which will be distribute to the shareholders after 20 days of meeting.
The proceedings signed or sealed by the chairman should be saved in the Company with the signature book for attendance shareholders and letter of attendance attorney. The producing and distribution of former proceedings can be made in electronically. The Company can distribute the distribution of former proceedings in the method of announcement of public information observatory.

Chapter IV Directors and Supervisors

Article.18: The Company have set up 5 to 7 directors and 2 supervisors whose expiration of the term are all three years; they are all selected on the shareholders’ meeting in accordance with Company Act., who have ability, and they can re-election. Since the term for the directors of the Company expired and has to re-elect again in 2016, the amount of the board of directors is 5 to 7 which includes 2 to 3 are independent directors; directors and supervisors are elected in nomination system for candidates, and the shareholders’ meeting will decide from the candidate list of directors and supervisors. The relevant professional qualifications, shareholding, identification of independence of part-time limitation, nominate and election methods and other regulations of the directors should follow the Company Act. When the election of directors should follow the regulations of the Company Act.; the independent directors and non-independent directors should both be elected at same time and calculated the elected places separately.
Article.19: In directors’ meeting should choose one person for the chairman of board with agreement of attendance of two-thirds of the directors and more than half of the directors.
Article.20: The chairman of board is represented the Company; if the chairman of board leaves or cannot exercise his or her authority for some reasons, he or she should appoint a director as an agent; if he or she doesn’t appoint someone to be an agent, it has to be elected one director to be an agent.
Article.21: Except for the otherwise regulations of the Company Act., the directors’ meeting convened by the chairman of board can decide the matters in meeting with attendance of more than half of directors and approval of attended directors.
Article.21-1: The directors’ meeting is held once a season; when is be convened, it have to notice each director and supervisor the reason of statement before 7 days of the meeting; But if there is an emergency, the meeting can be convened at any time. The notice of convening of the directors’ meeting can use writing, fax or E-mail form.
Article.22: When the directors cannot attend the directors’ meeting themselves for some reasons, they can entrust other directors be agent for attendance in accordance with the law; the above agent should be limited to be commissioned by one person.
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Article.23: The authority of the board of directors are as following：
The auditing of the Company’s internal control system and each important chapter.
The decision making of the Company’s business plan and policy.
The planning of the Company’s budgets.
The decision making of surplus distribution.
The decision making of increasing or decreasing of the capital of the Company.
The planning of the annual business report.
The auditing of purchasing and handling of the Company’s important property.
The decision of establishment and abolition of branches.
Election or dismissal of the general manager and manager.
Appointment of the financial personnel, accounting personnel and internal audit supervisor.
The procedures of important financial business of setting, correcting to get or handling assets, having trade of derivative products, loaning money to others and having endorsement guarantee for others.
Other authorities which are given by Security Exchange Act., the Company Act and the shareholdings’ meeting.
Article.24: The proposal of directors’ meeting singed or sealed by the chairman should be saved in the Company.
Article.25: The authorities of supervisors are as following:
The auditing of the Company’s financial situation.
The auditing of the Company’s account document.
The auditing of the Company’s business situation.
The auditing of the Company’s budgets.
The supervising and reporting of the duties and illegal misconduct of the staffs Other authorities that are given by the laws and the shareholdings’ meeting
Article.26: The supervisors should present at the director’s meeting and state their opinion, but they have no voting right.
Article.26-1: The Company has to insure the liability insurance for directors and supervisors in the scope of their duties.

Chapter V. Manager

Article.27: The Company has a general manager, who is appointed by the chairman of board and manages overall matters for the things decided by the board of directors. The Company has also several managers, who assist the general manager.
Article.28: The appointment and removal of the general manager is decided by the board of directors; it should have more than half of directors attending the meeting, and have approval of more than half of the attended directors. The appointment and removal of the managers is proposed by the general manager; it should have more than half of directors attending the meeting, and have approval of more than half of the attended directors.

Chapter VI. Accounting

Article.29: The Company’s fiscal year is from January 1[st] to December 31[st] . At the end of each fiscal year should have final account; After the final account, the board of directors should make books and statement for each item in accordance with the provisions of the Company Act., and send to supervisor for inspection before 30 days of the shareholders’ meeting; supervisors should submit the report to the shareholders’ meeting to ask recognition.
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Article.30: If there is any income of the annual account, it should be allocated 3% for the employees’ reward, included the affiliated employees meeting the certain conditions, and the board of directors should decide to allocate with shares or cashes; The Company gets the income up to above amount, it will be decided by board of directors to have not more than 5% for the reward of directors and supervisors. The assignment of reward of employees, directors and supervisors should be reported in the shareholders’ meeting.
But if there are still accumulating loss in the Company, it should be retained the loss amount in advance, and be allocated the reward for employees, directors and supervisors in the above proportion.
The assignment of employees, directors and supervisors should be inspected and allocated by Remuneration Committee.
Article.30-1: To consider the future funding needs and long-term financial planning, and meet the demand for cash inflows of shareholders, after the annual account of the Company, except for retaining for the loss, if there is the current net income, it should be allocated 10% for the Legal reserve and list other the reduction net amount of shareholders in annual account to be Special surplus reserve, and the surplus in the accumulated undistributed surplus in the previous year and the undistributed surplus in the current year should be adjusted the total amount and allocated 40% to 80%; if someone’s the amount of allocation per share are still less than 0.1 NT dollars after calculation of upper limit 80%, it can be retained, and the balance will be proposed allocation by board of directors and sent to shareholders’ for recognition.
The above ratio of surplus allocation and the ratio of share and cash are allocated in appropriate allocation of cash and share by the board of directors in accordance with the annual income, financial status, needs of investment capital, and dilution effect of the earnings per share. But the distributed share shouldn’t be over the limit 20% of the issued share capital.
Except for the second provision, the Company should allocate the surplus after retaining surplus for transferring, listing the undistributed accumulated surplus in the previous year or listing the special surplus reserve during surplus allocation as the retained surplus or the insufficient surplus after tax to be other reduction amount for shareholders in current year.
Article.31: The dividends allocation of shareholders should be limited to allocate the shareholders on list of shareholders on the dividend base date.
Article.32: The directors and supervisors have to be paid in the standard monthly remuneration as the same industry, and regardless of profit or loss, they are required to pay it. If the shareholder or director as manager, he will be paid the salary as the common employee.

Chapter VII. Supplementary Provisions

Article.33: The external guarantee of the Company Article.34: The rules of organization and regulations of the Company Article.35: If the articles are not complete, it will follow the Company Act. and other relevant regulations.

Article.36: The articles are concluded on March 25th, 1974. First modification is on July 5th, 1975. Second modification is on November 10th, 1975. Third modification is on September 10th, 1976. Fourth modification is on July 6th, 1977. Fifth modification is on September 20th, 1977. Sixth modification is on November 18th, 1977. Seventh modification is on June 26th, 1978.

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Eighth modification is on September 5th, 1979. Ninth modification is on November 20th, 1979. Tenth modification is on October 10th, 1980. Eleventh modification is on December 5th, 1980. Twelfth modification is on August 11th, 1982. Thirteenth modification is on June 25th, 1984. Fourteenth modification is on September 20th, 1984. Fifteenth modification is on June 20th, 1986. Sixteenth modification is on August 5th, 1986. Seventeenth modification is on December 30th, 1986. Eighteenth modification is on June s17th, 1988. Nineteenth modification is on July 15[th] , 1988. Twentieth modification is on July 1[st] , 1989. The twenty-first modification is on December 25[th] , 1989. The twenty-second modification is on April 7[th] , 1990. The twenty-third modification is on May 27[th] , 1991. The twenty-fourth modification is on May 18[th] , 1992. The twenty-fifth modification is on May 12[th] , 1993. The twenty-sixth modification is on May 31[st] , 1994. The twenty-seventh modification is on May 30[th] , 1995. The twenty-eighth modification is on June 5[th] , 1996. The twenty-ninth modification is on April 28[th] , 1997. The thirtieth modification is on April 16[th] , 1998. The thirty-first modification is on June 24[th] , 1999. The thirty-second modification is on June 21[st] , 2000. The thirty-third modification is on June 19[th] , 2001. The thirty-fourth modification is on June 18[th] , 2002. The thirty-fifth modification is on June 15[th] , 2004. The thirty-sixth modification is on June 14[th] , 2006. The thirty-seventh modification is on June 17[th] , 2010. The thirty-eighth modification is on June 19[th] , 2012. The thirty-ninth modification is on June 12[th] , 2015. The fortieth modification is on June 15[th] , 2016.

It is in forced on after the approval and registration of competent authorities, the amended is as same condition.

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Appendix 3: Procedures for Acquisition or Disposal of Assets.

Passed and enacted in the Shareholders' Meeting dated June 17, 2014

Article 1 This procedure is subject to the regulations specified in Article 36-1 of the Securities Exchange Act and Letter issued by the Financial Supervisory Commission ROC (hereinafter referred to as FSC) dated December 30, 2013, Letter No. Jin-Kuan-Cheng-Fa-Tzi No. 1020053073.
Article 2 The Company’s acquirement or disposition of property shall be subject to the procedure herein, unless otherwise specified by other laws and ordinance.
Article 3 The coverage applied for the property referred in this procedure is stated as follows:
Stocks, bonds, corporate bonds, financial bonds, equity securities, depository receipts, subscription warrants, beneficiary securities and asset-based securities.
Real estate (including land, housing and construction, investment real estate, land use rights, construction industry inventory) and equipment.
Membership card.
Patent, copyright, trademark, concession and other intangible assets.
Credits of financial institutions (including receivables, remittances and loans, remittances).
Derivative goods.
Assets acquired or disbursed by legal merger, division, acquisition or share transfer.
Other important assets.

Article 4 Definition of terminology is stated as follows:

Derivatives: It refers to long-term contract, option contract, futures contract, leverage contract, exchange contract, wherein the value is derived by commodities including but not limited to assets, interest rates, exchange rates, indices or other interests and a variety of complex contracts combined by these commodities as above and so on. The so-called long-term contracts exclude insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term import and export contracts.
Assets acquired or disposed by legal merge, division, acquisition or share transfer: They refer to those assets that were acquired or disposed by merge, division or acquisition in accordance with the Merger and Acquisition Act, the Financial Holding Company Act, the Financial Institutions Consolidation Act or other laws, or issue shares transferring company stock in accordance with the provisions set forth in Paragraph 8, Article 158 of the Company Law (Hereinafter referred to as the transferee of the shares).
Stakeholders, subsidiaries: It shall be recognized pursuant to the provisions set forth in the security issuer financial statements making principle.
Professional appraisers: They refer to the real estate appraiser or other legal practitioners engaged in real estate, equipment valuation.
The day of fact: It refers to the date of entering into a contract, the date of payment, the date of commissioned deal, the date of transfer, the
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determination date of the board of directors or other dates that are sufficient to determine the party in the transaction and the date with the price in the transaction, wherein earlier date prevails. However, the preceding date or the date with approval of the competent authority, shall prevail in the investor who is required for approval of the competent authority, wherein earlier date counts.

China investment: Investment that is engaged in China with approval of the Investment Review Committee, Ministry of Economic Affairs or investment that is engaged pursuant to Technical Cooperation Licensing Measures in China.
Article 5 For appraisal report acquired by the Company or Commentary Report of the accountant, lawyer or security undertaker, the said professional appraiser and its evaluator, accountant, lawyer or security undertaker, as well as parties in the transaction may not be stakeholders.

Article 6 The procedures of the company acquiring or disposing assets are stated as follows:

The acquirement or disposition of security investment is classified into two kinds, reserve for sale of financial assets and long - term equity investment:
(1) Reserve for sale of financial assets: The Ministry of Finance proposes execution with approval by the approval authorization based on the company's working capital and takes into account its liquidity and profitability.
(2) Long-term equity investment: General Manager appoints related units to be in charge of feasibility analysis on the investment plan (or disposition) and verification by investment managerial team, then, investment managerial unit executes it with approval by the approval authorization.
- The investment managerial team of the company is set up by task group and the members are elected among each related department by General Manager and he will be the host.
Acquirement or disposition of real estate and equipment: General Manager appoints related units to be in charge of feasibility analysis on the investment plan (or disposition) and verification by investment managerial team, then, the processing unit executes it with approval by the approval authorization.
Operation pertinent to acquirement or disposition of related assets is subject to the internal control-system related rules and the procedure herein of the company, related personnel shall be sanctioned in case of any material violence is found.

Article 7 The approval authorization that the company acquires or disposes assets is stated as follows:

Acquirement or disposition of reserve for sale of security investment: The task is submitted for approval of General Manager and the President; however, any task of transaction that the target is the same security with amount reaching more than New Taiwan Dollar Three Hundred Million or planned accrual amount for acquirement or disposition of the same security reaching more than NTD Three Hundred Million in one year shall pass by the Board of Directors.
Acquirement or disposition of long-term equity investment: The task is executed upon passed in the Board of Directors.
The acquirement or disposition of equipment for business shall be subject to fixed asset management measures and internal control-system related rules
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of the company, unless the amount in each transaction or planned accrual amount of acquiring or disposing targets with the same property reaching more than NTD Three Hundred Million in one year shall pass in the Board of Directors.

Acquirement or disposition of real estate: The task shall be submitted for approval of General Manager and the President; however, any task of transaction that the amount reaches more than New Taiwan Dollar Three Hundred Million or planned amount for acquirement or disposition of targets with the same property (or the same developmental plan) reaches more than NTD Three Hundred Million and the acquirement or disposition of real estate not for business or construction shall be reported and executed upon passed by the Board of Directors.
In case that the approval authorization for above rules belongs to the task of acquiring real estate with the stakeholder, it shall be done by submittals to the Board of Directors for pass and cognition by supervisors pursuant to Article 14 and related regulations.

Article 8 The amount of real estate that the Company and its subsidiaries acquire for non-business applications and investment in real estate is as follows:

The Company and its subsidiaries have to purchase real estate for non-business purposes, and the total amount invested shall not exceed 20% of all assets in the Company's most recent financial statements; the total amount invested in securities shall not exceed the 150% of equity in the Company's most recent financial statements; the limit for the investment of individual securities shall not exceed 40% of the shareholders' equity in the Company's most recent financial statements; however, in case that the subsidiary takes investment as the main business, it shall not subject to the limits of its shareholders ratio.

The most recent financial statements referred to as above mean financial statements that were disclosed by the Company prior to the acquisition of the assets with signature or reviewed by the accountant by law.

Article 9 In the case of the Company acquiring or disposing of real estate or equipment, unless for transactions with government agencies, construction on the owned land, construction on the rent land, or acquisition and disposal of equipment for business use, the transaction amount accounts for 20% of the company's paid-up capital or more than NT$ 300 million shall be with the evaluation report issued by professional appraisers by the date of fact and meet the following requirements:

In the transaction that the base of transaction price has to refer to the limited price, specified price or special price, it shall pass upon submittal to the resolution of the board of directors and should there be any change made on the future transaction conditions, it shall be made pursuant to the preceding procedures.
For any transaction with the amount reaching more than NT$100 million, there shall be more than two professional appraisers involved in the evaluation.
The valuation result by professional appraisers that meets one of the following circumstances shall be in the quest of the accountant’s further process subject to Regulation No. 20 in the Auditing Standards Bulletin issued by The Republic of China Accounting Research and Development Foundation (hereinafter referred to as ARDF) and specific views shall be given for the reasons of differences and plausibility of transaction price:
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(1) The difference between evaluation result and transaction price reaches more than 20% of the price in the transaction.
(2) The difference of price in the transaction among evaluation results from more than two professional appraisers reaches more than 10%.
Professional appraiser’s dates of issuing report and entry of contract shall not exceed over 3 months; however, the appraiser shall issue commentary view in case that it applies to the same period issuing present value and within 6 months.

Construction industry shall obtain the valuation report and accountant’s comment pursuant to Point 3 of the preceding Paragraph within two weeks from the date of fact, except that limited price, specified price or special price is taken as the reference price in the transaction,

Article 10 The Company shall acquire or dispose of securities at the transaction price with referring to the most recent financial statements that have been signed or reviewed by accountant as of the date of the fact; besides, in the transactions with amount reaching 20% of the Company's paid-up capital or more than NTD 300 million shall be in the quest of the accountant for comment on the plausibility of transaction price; accountant is supposed to be subject to Regulation No. 20 in the Auditing Standards Bulletin issued by ARDF in case of being requested to use professional report, unless offer of the said security is in the market or otherwise specified by HKMA.

In the case of the aforesaid provisions, the Company that has acquirement or disposition of securities shall be exempted from the regulations that the Company shall take the most recent financial statements that have been signed or reviewed by accountant as of the date of the fact, and the accountant shall be quested for comment on the plausibility of transaction price upon the amount of the transaction reaching 20% or NTD 300 million above in accordance with the explanation of Letter, Letter No. 96.01.19-Jin-Kuan-Cheng-Yi-Tzi No. 09600014631:

Initiate or set up by raising funds to obtain securities in cash.
Companies who participate in the subscription of securities issued by the underlying company with cash replenishment and issuance at denomination by related laws.
The invested company that participates in the subscription of 100% investment with securities issued by cash replenishment.
The listed, OTC and emerging stock traded in the security exchange or securities business premises.
Bonds with repurchase and resell conditions.
Domestic and foreign funds.
Listed (OTC) company stock that is acquired or disposed of pursuant to the stock exchange or over-the-counter securities bidding & buying measures or auction measures.
Those who participate in the cash issuance of the public release company and obtain the securities is not a private equity securities.
In accordance with Article 11 Clause 1 of the Securities Investment Trust and Consultation Law and the Financial Management Committee on November 1, 2003, NO. 0930005249 orders require the fund to be purchased before the establishment of the fund.
Where a domestic private equity fund is purchased or bought back, if the investment strategy has been stated in the trust contract, the investment scope of the public fund is the same as that of the public offering fund, except for the credit transaction of the securities and the relevant merchandise of the non-write-off securities.
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Article 11 Where the company obtains or dispose the amount of membership card or intangible asset transaction amount of 20% of the Company's paid-up capital or more than NT $ 300 million or more, it shall, in addition to the transaction with the government agency, ask the accountant to express the opinion on the reasonableness of the transaction price. The accountant should handle the requirements of the notice No. 20 of the auditing standards issued by the Accounting Research and Development Foundation. Article 11-1 The calculation of the amount of the first three transactions shall be handled in accordance with the provisions of Paragraph 2 of Article 27 and shall be counted as one year based on the date of the transaction, has been in accordance with the provisions of the procedures for professional assessor issued by the valuation report or accountant opinion section no longer included. Article 12 Where the Company obtains or disposes of the assets through the auction procedures of the court, it may substitute the certificate of appraisal issued by the court or the opinion of the accountant. Article 13 Where the Company and the related person acquires or disposes of assets, the Company shall, in addition to handling the relevant resolutions procedure and assessing the reasonable conditions of the transaction in accordance with the procedures, the transaction amount shall be more than 10% of the total assets of the Company, should according to 9 to 12 of the provisions of the professional accessory issued valuation report or the accountant opinion. The calculation of the amount of the preceding transaction shall be made in accordance with the provisions of Article 11. To determine whether the transaction object is a related person, in addition to pay attention to its legal form, and should consider the substantive relationship.

Article 14 The Company obtains or disposes of real property from the related person or obtains or disposes other assets other than real estate from the related party and the transaction amount reaches 20% of the Company's paid-up capital, 10% of the total assets or NT$ 300 million or more, in addition to the purchase and sale of bonds, with the bur and sell condition of bonds, purchase or redemption of the domestic money market fund, the following information should be submitted to the board of directors and the inspector to recognize, then had to sign the transaction contract and payment:
The purpose, necessity and expected benefits of acquiring or disposing of assets.
The reason of select the related person for the transaction object.
To obtain real estate from the related person, and to compute relevant information on the reasonableness of the scheduled transaction conditions in accordance with Articles 15 and 16.
The relationship of the original obtained date and price, the transaction object and its relationship with the company and the related person and other matters.
Expected in the beginning of contract month that the cash receipts and payments forecasts of each month for the coming year and estimated the necessity of the transaction and the reasonableness of the funds.
To obtain the valuation report issued by the professional appraiser in accordance with the provisions of the preceding article, or the opinion of the accountant.
The restrictions on this transaction and other important matters. The calculated amount of the preceding transaction shall be made in accordance with the provisions of Paragraph 2 of Article 27, and so called in one year that is based on the fact of this transaction occurring date, trace and calculate forward for a year, and the section of submitted in accordance with the provisions of the
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procedures for the approval of the board of directors and the recognition of the supervisor is no longer included.

In between the company and the subsidiary obtain od dispose the equipment for the use of business, the board of directors may, in accordance with the procedures of the operation procedures, authorize the chairman to proceed in a fixed amount to make decision in advance, and submit the report to the latest board of directors meeting for approval.

Those who already according to the ordinance regulations to set up independent directors, in accordance with the provisions of the first paragraph, they shall take full account of the opinions of the independent directors in the discussion of the board of directors. If there is any objection or reserved opinion, shall record the opinions in the board meeting proceedings

  - Those who already according to the ordinance regulations to set up The Audit Committee, in accordance with the provisions of the first paragraph should be recognized by the supervisors, the audit committee should have the agreement of more than one-half of all members, and submitted to the board of directors to decide, quasi-use Article 31, paragraph 4 and 5 provision.

Article 15 The Company obtains real property from its related parties, shall assess the reasonableness of the transaction costs according to the following methods:
According to the relationship between the transaction price plus the necessary capital interest and the buyer should bear the cost of the law. The interest expense of the necessary capital is calculated on the basis of the weighted average interest rate of the borrowed amount of the company's annual purchase of assets, but it shall not be higher than the non-financial borrowing rate announced by the Ministry of Finance.
If the related person had been set mortgage lenders, financial institutions of the subject matter of the loan to assess the total value, but the financial institutions of the subject matter of the actual amount of credit should be assessed more than 70% of the value of the loan and more than a year. But the financial institutions and the transaction side is related to each other, not applicable.

Merge purchase of land and houses are subject to assessment of transaction costs in respect of land and housing in accordance with any of the methods set out in the preceding paragraph.

The Company obtains real estate from its associates and assesses the cost of real estate in accordance with the first and second provisions, and shall consult with the accountant to review and express the specific opinions. The Company obtains real property from the related person, and if any of the following circumstances is the case, it shall be handled in accordance with the provisions of Article 14, and the first three provisions shall not apply:

The related person is due to inheritance or gift to obtain real estate.
The time of the related person obtained real estate from signing of a contract, is over 5 years from the date of this transaction.
Sign a joint construction contract with the related person, or self-construction, lease construction and so on to negotiate the related person to build real estate and obtain real estate.
Article 16. The Company in accordance with the provisions of the first and second of the above evaluation results are lower than the transaction price, should handle in accordance with the provisions of Article 17. However, if those who because of the following circumstances, and the objective evidence and take the real estate professional accessory and accountants of the specific rationality of the views of this is not the case:
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The related person obtained ground or lease to build, should prove one of the following conditions:
- (1) in accordance with the provisions of the preceding paragraph to assess the ground, the house is based on the construction cost and a reasonable increase in the construction profit, those who calculated amount of more than the actual transaction price. So called reasonable construction profit, shall compare the average operating gross margin of the related person construction unit in the last three years and the gross profit margin of the latest construction industry announced by the Ministry of Finance in which the lower one as standard.
- (2) Other non-related deal cases of other floors or neighboring areas within one year of the same subject, which land area is similar in size, and the due reasonable floor or area after spread assessment of the transaction conditions are the same of those who shall according to the real estate trading practices. (3) Other non-related person rental cases of other floor of the same subject
- within one year, the due reasonable floor or area spread assessment of the transaction conditions are the same of those who shall according to the real estate trading practices.
The Company gives proof that the real estate purchased from the related person, whose transaction condition is similar to other non-related persons equal deal case and area is close of the neighboring area within one year. The preceding so-called neighboring area deal case, shall be the case of the same or adjacent street and is not more than 500 meters from the trade subject or the present value of the announcement is similar as the principle; so called the area is similar, is the area of other non-related persons deal case not less 50 percent than the trade subject area as the principle; the term “within one year” is based on the fact of obtain the real estate occurring date, trade and estimate one year forward.
Article 17 The Company obtains the real property from the related person. If the result of the evaluation is lower than the transaction price in accordance with Article 15 and Article 16, the following matters shall be handled:
The difference between the transaction price of the real estate and the cost of the assessment shall put in the Special surplus reserve and cannot be assigned or transferred to the allotment reserve in accordance with the provisions of Paragraph 1 of Article 41 of the Securities Exchange Act. Investors who evaluate the equity interests in the investment of the Company shall, if they are public issuers, impose special surplus reserves in accordance with the provisions of Paragraph 1 of Article 41 of the Securities and Exchange Act in proportion to the shareholding.
The supervisor shall handle the provisions by Article 208 of the Company Law.
The first and second paragraphs shall be submitted to the shareholders' meeting and the details of the transaction shall be disclosed to the annual report and the public statement.

The Company has made a special surplus reserve in accordance with the provisions of the preceding paragraph and, as soon as the assets purchased at an elevated price have been recognized for loss or disposition or for the purpose of compensation or restitution, or those who have any other evidence to confirm there is no unreasonable fact, and after the FSC approval then can use the special surplus reserve.

The Company obtains immovable property from the related person. If there is any other evidence showing that the transaction has unreasonable regular business

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affair business, the Company shall also handle the case in accordance with the preceding two provisions. Article 18. When the Company is engaged in derivative commodities, it shall, in accordance with the Company's Procedures for Handling Derivative Commodity Transactions, except in the event that the execution and profit and loss of its transactions are reported to the nearest Board of Directors. It shall pay attention to risk management and auditing matters, the auditors shall notify the supervisor in writing if they have found a material violation. Article 19. The Company shall, when handling the merger, division, acquisition or share transferee, appoint an accountant, solicitor or securities underwriter in respect of the shareholding ratio, the purchase price or the cash or other property of the allotment party prior to the convening of the board of directors Reasonable to express their views, reported to the board of directors to discuss the adoption. Article 20. The Company shall participate in the merger, division or acquisition of the merger, segmentation or acquisition of the important contents of the agreement and related matters, and make a public document to the shareholders before the meeting of the shareholders' meeting and shall, in conjunction with the expert opinions and shareholders Will be delivered to the shareholders as a means of agreeing to the merger, division or acquisition. Except in the case of a merger, division or acquisition of a shareholders' meeting in accordance with other ordinances. The shareholders of the Company are involved in the merger, division or acquisition of the shareholders' meeting. The Company shall immediately disclose the reasons for the occurrence of the cause, the subsequent processing and the operation of the shareholders' the date of the shareholders' meeting is expected to be held. Article 21. The Company shall participate in the merger, division or acquisition, and shall, except as otherwise stipulated in other laws or have special factors to be reported to the shareholders of the financial committee in advance, shall convene the board of directors and the shareholders' meeting on the same day. The resolution shall be merged, split or acquired matter. The Company shall participate in the transferee of the Shares, and shall hold the Board of Directors on the same day, unless otherwise provided by other laws or if there are special factors to be reported to the FSC. The Company shall participate in the merger, division, acquisition or share transferee. The following information shall be recorded and kept for a period of five years for inspection: 1. Personnel Basic information: including all persons involved in the merger, division, acquisition or share transfer plan or plan execution before the publication of the information, the title, name and identity card number (if it is a passport number for foreigners). 2. The important date: including the signing of the letter of intent or memorandum, commissioned by the financial or legal adviser, signed the contract and the board date. Important documents and proceedings: including mergers, divisions, acquisitions or shares of the transferee plan, letter of intent or memorandum, important contract and the board of directors and other documents. The Company shall participate in the merger, division, acquisition or share transferee, and shall, within two days from the date on which the resolution of the board of directors is passed, declare the funds of the first paragraph and paragraph 2 of the preceding paragraph in accordance with the prescribed format in accordance with the Internet Information System.

If the Company participating in the merger, division, acquisition or share transferee has any company which is not subject to market or stock trading in the securities business premises, the Company shall enter into an agreement with it and shall handle

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it in accordance with the provisions of Paragraphs 3 and 4.

Article 22. All persons of the Company who participate in or are aware of the merger, division, acquisition or share transfer plan of the Company shall issue a written confidentiality pledge that the contents of the plan shall not be disclosed before the disclosure of the information, the use of the name of others in the sale and purchase, merger, acquisition or acquisition of shares related to all the shares of the company and other equity-owned securities.
Article 23. The Company's participation in the merger, division, acquisition or share transferee, the shareholding ratio or the purchase price shall not be changed arbitrarily except in the case of merger, division, acquisition or share Change:
For cash replenishment, the issuance of convertible corporate bonds, free placement of shares, issued with equity corporate bonds, special shares with special shares, warrants and other equity ownership of the securities.
The company's major assets such as the impact of the company's financial business behavior.
The occurrence of major disasters, major changes in technology affect the company's shareholder equity or securities prices.
The adjustment of the treasury shares by any party involved in the merger, division, acquisition or share transferee.
Changes in the main body or number of persons participating in the merger, division, acquisition or share transferee. 6. Other conditions which have been changed in the contract and have been to the public.
Article 24. The Company shall participate in the merger, division, acquisition or transfer of shares, and the contract shall specify the rights and obligations of participating companies in the merger, division, acquisition or share transferee, and shall specify the following:
The handling of default.
The principle of handling the company due to merger and destroy or division and already issued the equity securities or repurchased treasury shares.
The participating company after the calculate conversion ratio base date, shall according to the law to buy the number of treasury stocks and its handle principles. 4. The handle method of the participation of the main body or the number of participants occurred increase or decrease change. 5. The expected progress of the implementation of the plan, estimated the complete date. 6. If the plan is overdue and not completed, according to decree relevant processing procedures of the scheduled holding date shall hold the shareholders' meeting.

Article 25. Any party of the company participating in a merger, division, acquisition or share transferee, after the disclosure of the information, willing to make a merger, division, acquisition or share transfer with other companies, except that the number of participants is reduced and the board of directors has decided and authorize the change of authority of the board of directors, the participated company shall be exempted to hold the shareholders' meeting to resolve the resolution. The original merger, division, acquisition or share procedure or legal action already been completed, shall redo by all participate companies.

Article 26. If a company that participates in the merger, division, acquisition or transfer of shares is not a public offering company, the Company shall sign an agreement with it and shall, in accordance with Articles 21, 22 and 25 provisions to handle.

Article 27. Where the Company obtains, or disposes of assets, have the following circumstances it shall according to the nature and follow the regulated format, within two days after the occurrence of the facts, declare the relevant information on the designated website by FSC to handle the announcement:

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To acquire or dispose of immovable property from the related person or to acquire or dispose of other assets other than immovable property with the related person and the transaction amount shall be 20% of the paid-up capital of the company, 10% of the total assets or NT$ 300 million or more. But the sale of bonds, with the purchase back and sell conditions of the bond, purchase or redemption of the domestic money market funds, is not limit.
To execute the merger, division, acquisition or share transferee.
Engaged in derivative trade and the amount of loss reached the total or individual contract loss limit of the set processing procedure regulations. 4. In addition to the assets traded or financial institutions other than the first three or engaged in the mainland investment, the transaction amount reached the company's paid-up capital of 20 percent or NT $ 300 million or more. But the following is not the case:
(1) the sale of bonds.

(2) to invest in securities at the domestic and foreign stock exchanges or securities business premises, or securities firms in the primary market to subscribe for and subscribe for securities in accordance with the provisions of the securities.

(3) buying and selling bonds with buy-back and selling conditions, purchase or redeem the domestic money market fund.

(4) The types of assets acquired or disbursed are those which are used for business purposes and whose transaction object is not related to the transaction, the amount of the transaction is less than NT $ 500 million. (5) The public offering company engaged in the construction business has acquired or disqualified the real estate used for construction and whose transaction is not related to the transaction, and the transaction amount is not more than NT $ 500 million.

(6) The amount of the transaction is expected to be less than NT $ 500 million for the acquisition of real property by way of construction, self-construction, lease construction, joint construction of share house, profits and sale.

The amount of the preceding transaction is calculated in the following manner:

The amount of each transaction.
The amount accumulated in a year with the same relative to obtain or dispose the same quality of the transaction.
Within a year to obtain or dispose of (acquisition or punishment are accumulated) the same development plan the amount of real estate.
Acquire or dispose the amount of the same securities accumulated in a year (acquire or dispose accumulating separately).

The second term referred to as a year is based on this transaction date of the fact happened, forward retrospective one year, the part has been in accordance with the provisions of this notice no longer included.

The Company shall, on a monthly basis, according to the regulated format take the Company and its non-domestic subsidiaries the condition of involve in derivative commodity trading till the end of last month, enter into the information reporting website designated by the FSC, before the tenth of each month.

The Company shall declare the items in accordance with the provisions of the project if the notice is wrong or missing and should be corrected, the project should be re-announced.

The Company shall obtain or dispose of the assets and shall keep the opinions of the relevant contract, the proceedings, the reference book, the valuation report, the accountant, the lawyer or the securities underwriter in the Company, at least five years, unless otherwise provided by other laws.

Article 28. If any of the following circumstances happened after the company announced the transaction according to the prior provision, the Company shall, within two days

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from the date of the occurrence of the fact, issue the relevant information and announced in the designated website by the council:

The original transaction signed the relevant contract has changed, terminate or release the situation.
The merger, division, acquisition or share transferee is not completed by the scheduled date.
The declared original notice contents has changed.
Article 29. Subsidiaries of the Company may obtain or dispose of their assets and shall also handle them in accordance with the provisions of the parent company. Where a subsidiary of the Company is not a domestic public offering company, the obtain or dispose of assets shall be made by the Company in accordance with the provisions of Article 27 and Article 28.
The regulation of the subsidiaries suitable for prior provisions of the Article 27, clause 1,
should announced the standard relevant of reaching the amount of 20% of the paid-up capital or 10% of total assets, according to the company paid-up capital or total assets as standard.
Article 30. The Company shall obtain or dispose of assets according to the procedures or other laws and regulations that shall be passed by the board of directors. If there is any objection and record or written statement, the company shall send the objection information to the supervisors. If the independent directors are required to set up in accordance with the provisions of the preceding paragraph, the opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in the board of directors. If there is any objection or opinion by the independent directors shall record in the board proceedings.
Has set up the Audit Committee, major assets or derivative commodity transactions in
accordance with the laws and regulations, should be more than one-half of all members of the Audit Committee agreed, and the board of director resolution, quasi-Article 31, paragraph 4 and 5 regulations.
Article 31. After the adoption of the Board of Directors, the procedures shall be sent to the supervisors and submitted to the shareholders' meeting for approval, it will be the same to amend. In the event of any objection and record or written statement, the Company shall send the objection information to each superintendent. In accordance with the provisions of the preceding paragraph will be obtained or disposed of the processing of assets submitted to the Board of Directors to discuss, has been provided in accordance with the provisions of the independent directors, should take full account of the views of independent directors. If there is any objection or opinion by the independent directors shall record in the board proceedings.
If an audit committee is set up in accordance with the law, it shall be prescribed or amended to obtain or dispose of the asset processing procedures and shall be approved by over one half of the board of directors of the audit committee and shall be approved by the board of directors.
If no more than one-half of all the members of the Audit Committee have agreed the preceding paragraph, should agree by more than two-thirds of all the directors then to do so, the resolution of the Audit Committee shall be record in the proceedings of the board of directors.

All the members of the Audit Committee referred to in Article 3 and all the directors referred to in the preceding Paragraph shall be calculated by the actual person.

The provisions of Article 14, Article 18, Article 30 and Article 31 of the Audit Committee shall be made available to the Audit Committee in accordance with the provisions of the Act.

If an audit committee has been set up in accordance with the law, Article 17, clause

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1 and 2 provides for the use of an independent director of the Audit Committee.
Article 32. The provisions of this procedure concerning 10 percent of the total assets shall be calculated based on the total amount of the assets in the most recent individual or individual financial report as set out in the financial issuer financial report preparation guidelines. If there is no denomination or denomination of NT$10 of the Company's shares, the transaction amount of this procedure relevant to the 20% of the paid-up capital of the Company regulated that shall be calculated by 10% of the equity attributable to the owners of the parent company.
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Appendix 4: The Proposal of Annual Meeting of Shareholder

Expired in Apr.12, 2017 (the deadline of shareholders’ proposal), and no proposal has been provided.

Appendix 5: Current Shareholding of Luck GRP Director and Supervisor

Position	Name	Shareholding	Rate％
Chairman	World Yi Cement Co., Ltd Representative: Liang-Chuan Chen	2,388,588	0.59%
Director	Kenly Investment Co., Ltd Representative: Yun-Ru Chen	25,230,451	6.23%
Director	Hsiang-Lin Chang	4,454,832	1.10%
Independent Director	Chen-Yan	0	0%
Independent Director	Chin-Cheng Wang	0	0%
Total		32,073,871	7.92%
Supervisor	National Development Co., Ltd Representative: Ming-Hsien Chen	2,675,066	0.66%
Supervisor	Shang-Kai Chen	1,832,666	0.45%
Total		4,507,732	1.11%
All		36,581,603	9.03%

Note: 1. The above shareholding will expire in 2017— Annual Meeting of Shareholder (on Apr.9) of shareholding of shareholders list

All directors and supervisor in the company have 4.4% of the minimum required combined shareholding of total number of issued and outstanding shares of company in accordance with Paragraph 26 of Securities and Exchange Act and directors and supervisors shares percentage and implementation of rules for public companies.
All directors and supervisors with shareholding in the company have reached the standard of law.
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Appendix 6: Corporate Social Responsibility Best Practice Principles

Revised by board of directors on Aug. 10, 2016 R.O.C

Chapter 1 General Provisions

Article 1: To put Corporate Social Responsibility (CSR) into practice, and improve economy, environment, and society to accomplish Sustainable Development that stipulated this regulation in accordance with “CSR Best Practice Principles for TWSE/GTSM Listed Companies”
Article 2: The regulation includes the overall operation of our company and conglomerate. The Company runs the business and puts CSR into practice for applicable international development trend. Through the business operation, increase the country financial contribution and the advantage of running CSR for improving the quality of employee, community, and society.
Article 3: The Company should notice the right of stakeholder while implementing the CSR. When pursue the sustainable development and profit, the Company may include environmental, society and company-controlled into the Company running.
Article 4: The practice of CSR, the Company may follow the following principle:
(I) Company-controlled
(II) Sustainable development
(III) Society’s activities
(IV) CSR information discloser
Article 5: The Company stipulates the policy, system, or related control and push the plan of CSR due to consider the domestic and international development of CSR and the related of core, the Company, and the effect to stakeholder of business sales. After the plan passed by the board of director the shareholders meeting will come to discuss. If shareholders provide a motion which includes CSR, the Company’s board of director may consider carefully as shareholder meeting.

Chapter 2 Implementation of Company-Controlled

Article 6: The Company stipulates an efficiency company-controlled structure and related moral standard in accordance with the regulation of company-controlled, integrity management, and moral standard of listed companies.
Article 7: The directors should fulfill the administrator’s duty for supervising the company puts CSR into practice, and discuss the improvement to ensure the policy of CSR has been implementing from business. The practice of CSR, the board of director should fully consider the profit of stakeholders and includes the following statement:
(I) Provide the vision and mission of CSR, stipulate the policy, system, and related management of CSR
(II) Put CSR into Company’s running and development and approved the pan of CSR
(III) Ensure the instantaneity and accuracy of information disclosure of CSR.
The Company produces the issue of economy, environment, and society should be managed by advanced management which authorized by board of director, and gives a report to board of director. The process flow and related person should be ensured.
Article 8: The Company should hold employee training regularly, including the
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propaganda of the second item of the said article.

Article 9: The Company should set up a full (part)-time unit for in charge of the policy, system, related management and concrete plan providing and execution for CSR, and give a report to board of director regularly.
The Company should stipulate the reasonable salary to ensure the plan is applicable the organization policy goal and stakeholder’s profit. The performance appraisal system of employee should combine with the CSR and set up clearly an effective reward and discipline policy.
Article 10: The Company should respect and identify the stakeholders of the Company and set up an area for stakeholder on website. To understand the reasonable expectation and requirement while communicating of stakeholder, and reply the important issue of CSR.

Chapter 3 Sustainable Development of Environment

Article 11: The Company should follow the related regulation of environment and international standards for protecting the nature, and devote the goal of environmental sustainable to running the Company.
Article 12: The Company should devote the efficiency of each resources usage to lower the impact of the load for our earth resources can be sustainable used.
Article 13: The Company should set up a suitable environmental management due to the features of industry, the following system should be included: (I) Collect and evaluate the effect of nature from business running information.
(II) Set up a measurable goal of sustainable environment, and discuss the continuity and correlation of development regularly
(III) stipulate a concrete plan or an action plan, and discuss effectiveness of running regularly
Article 14: The Company should set up a unit or employee for natural management for develop, pushing, and maintain the related environmental management and concrete action plan. Moreover, hold an environmental employee training regularly for management level and employee.
Article 15: The Company should consider the natural effect for running a business, and the propaganda of sustainable consumption concept. In addition, follow the following development, purchasing, production, operation and service for decreasing the effect and nature of running a business:
(I) Decrease the resources of production and service and energy exhausted
(II) Decrease the contaminant, deleterious agent, and waste emission and deal with the wastes properly
(III) Increase the recycle and reuse of raw material and product
(IV) Sustainable use of maximum the recycled resources
(V) Increase the performance of product and service
Article 16: To increase the efficiency of water resources, the Company should use water resources sustainably, and stipulates the related management policy.
The Company should construct and strengthen the related environmental policy for avoiding a pollution of water, air, and land, and put all effort on decreasing the effect of human health and environment with feasible pollution-prevented and controlled.
Article 17: The Company should follow the general standard or guidance of domestic and international for the inventory of enterprise greenhouse gas (GHG)
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and disclosure, which including:

(I) Direct GHG emission: GHG emission from companies or control itself
(II) Indirect GHG emission: Produce from Outsourcing the electricity, thermal energy, or steam
The Company should notice the climate change effect of running a business, and stipulates a policy of energy saving and carbon reduction and decrease the GHG emission in accordance with running conditions and climate change inventory result, including a carbon canister for decrease the effect of climate change from running a business.

Chapter 4 Maintain the Society’s Activities

Article 18: The Company should follow the related regulations and International Covenant on Human Rights, such as gender equality, right to work, and prohibit discrimination.
The Company stipulates the related management and process for protecting the rights and interests, which including:
(I) Provide the human right policy of enterprise or claims
(II) Evaluate the effect of human rights from running a company and interior management
(III) Review the human rights policy of enterprise regularly or claims effective
(IV) If it includes human rights violations, it should disclose the process of stakeholder
The Company should follow the labor rights as international accepted, such as freedom of association, collective bargaining right, care for vulnerable groups, forbidding for the use of child labor, diminish a variety of force labor, eliminate the discrimination of hiring and employment and make sure there’s no gender, race, social class, age, marriage and family conditions treatment differential for implement the equality and fare of employment, hiring conditions, salary, welfare, training, evaluation and the chance of promotion.
The Company should provide an effective and proper mechanism of appealing for harming the rights and interests of labor to ensure the process is equally and transparent. The mechanism of appealing should be easy, convenient, smooth, and reply properly for employee’s appeals.
Article 19: The Company should provide some information to employees for understanding the right of running in the country’s labor law and other rights.
Article 20: The Company should provide a safety and healthy environment to employees, including the healthy emergency facilities, and devote to decrease the damage to employees’ safety and healthy for avoiding career’s disaster.
The Company should provide a safety and healthy training regularly.
Article 21: The Company should provide a good environment for employee’s career development, and set up an efficiency training program of career ability development.
The Company should reflect the Performance of Enterprise on employees’ salary for ensuring the goal of hiring human resources, retaining, and encouragement to accomplish sustainable development.
Article 22: The Company should set up a way of communication with employees that they have a right to obtain Company’s running management, policy,
７０ -

and express their opinion.

The Company should respect the employee representative, which means they have a right for consultation of work conditions, and provide necessary information and hardware facilities for increasing the cooperation and consultation of both Company and employee and employee representative.

The Company should notice employees in a reasonable way for a huge running changed to employees.

Article 22-1: The Company should treat the client or customer of product or service fairly and reasonably, the principles including contract fair and honest, notice and loyal duties, the truth of ads, the proper of product and service, notice and disclose, equate the remuneration and performance, appeal’s guarantee, and the professional salesman.
Article 23: The Company should take a responsibility of product and service and more care about sales ethics. The flow of research and development, purchasing, production, operating, and service should be ensured the information transparency and safety of product and service, and implement on running a business for avoiding a damage of customer’s right, healthy, and safety from product or service.
Article 24: The Company should be ensured the quality of product and service in accordance with the related law of government and business.
The Company marks and sales of product and service should follow the related regulations and international standards without deceiving, misleading, fraud or other ruining customer’s trust and right.
Article 25: The Company should evaluate and manage the possible risks of business interruption for decreasing the effect to customers and society. The Company should provide a transparent and efficiency of product and service for appealing, a fair and timely deal with appeals. The Company should follow the Computer-Processed Personal Data Protection Law to respect customers’ privacy and protect customers’ personal data.
Article 26: The Company should evaluate the purchasing for the effect of community and society environment from supplier, and cooperate with the supplier that both devote to the CSR.
The Company should evaluate the supplier whether it has a record of affect the environment and society before commercial trade for avoiding have a trade of contradictory of CSR.
Before sign a contract, the content should be included of following both CSR and if the supplier has violate the policy and affect the environment of community and society, the contract will be terminated.
Article 27: The Company should evaluate the effect of community from the Company, and use the human resources properly for increasing community’s agreement.
The Company should use the resources on resolving the organization of problems of society or environment through the equity investment, business activities, donation, enterprise volunteer or other professional activities, or participate in the development of community and civil organization of community education, charity community, and the local activities of government for community’s development.

Chapter 5 Strengthen the information disclosure of CSR

Article 28: The Company should disclose the information in accordance with the related regulations of listed company, and fully disclose the information

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with relevant and reliability of CSR for increasing the information transparency.

The related discloser of CSR as the following:

(I) The policy, system or related management and plan of CSR has passed by the board of director

(II) The Company’s running and financial status produces from the risks and effects of Corporate Governance, develop the sustainable environment, and maintain the society activities

(III) The Company has set up a goal, measures, and performance for CSR

(IV) The main stakeholder and the related issues

(V) The main supplier to the issues of environment and society has disclosed the performance and management

(VI) Other related information of CSR

Article 29: The Company writes a CSR report should follow in accordance with international regulations or guidance that widely accepted for disclosing the condition of pushing CSR and obtaining the agreement of the third party for increasing the reliability of information, which including:

(I) Implement the policy, system or related management and concrete plan of CSR

(II) The main stakeholder and the related issues

(III) The discuss and execute performance of Company’s management, sustainable environmental development, maintain the society activities and economic development.

(IV) The improvement and goal in the future

Chapter 6 Supplementary Provisions

Article 30: The Company should notice at any time for domestic and international the development and enterprise environmental changed of related regulations of CSR, and discuss and improve the CSR’s policy of the Company for increasing the effectiveness of CSR

Article 31: These regulations and amendment(s) hereof are duly enacted and are put into

enforcement after being approved by the board of director, and give a shareholders meeting.

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AI assistant

LUCKY CEMENT — AGM Information 2017

51739_rns_2017-06-07_007b4fae-72b1-44ff-a812-55f1bd61286b.pdf

Lucky Cement Co., Ltd.

Handbook for the 2017 Annual Meeting of Stockholders

Content of Index

2017 The Shareholders’ Meeting of Lucky Cement Co., Ltd.

I. Meeting Procedure

7. Adjournment

A letter to Shareholders

II. Company Reports

Status of implementation plan:

2) Major parts of Sales

Status of implementation plan:

C. Research and development

Lucky Cement Co., Ltd. Audit Report of Independent Financial Statements by Certified Public Accountants

Deloitte

Deloitte

INDEPENDENT AUDITORS’ REPORT

AUDITOR’S OPINION

BASIS FOR OPINION OF AUDITOR

KEY AUDIT MATTERS

INVENTORY VALUATION LOSSES

VALUATION LOSSES FOR DEVELOPING REAL ESTATE AND TO BE DEVELOPED REAL ESTATE OF DAI SHEN DEVELOPMENT CO., LTD.

MANAGEMENT’S RESPONSIBILITY FOR THE INDEPENDENT FINANCIAL STATEMENTS

AUDITOR’S RESPONSIBLE FOR INDEPENDENT FINANCIAL STATEMENTS

Lucky Cement Corporation Balance Sheets

December 31[,] 2016 And 2015

Lucky Cement Corporation

Statements Of Comprehensive Income

（ Continued）

Lucky Cement Corporation

Lucky Cement Corporation Statements Of Cash Flows For The Years Ended December 31, 2016 And 2015

Unit: NTD Thousands

（ continued）

Lucky Cement Co., Ltd.

Deloitte

Deloitte

AUDITORS’ REPORT

AUDITOR’S OPINION

BASIS FOR OPINION OF AUDITOR

KEY AUDIT MATTERS

INVENTORY VALUATION LOSSES

VALUATION LOSSES FOR DEVELOPING REAL ESTATE AND TO BE DEVELOPED REAL ESTATE

OTHER MATTERS

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

AUDITOR’S RESPONSIBLE FOR CONSOLIDATD FINANCIAL STATEMENTS

Lucky Cement Corporation And Subsidiaries

Consolidated Balance Sheets

December 31, 2016 And 2015

Lucky Cement Corporation And Subsidiaries

Consolidated Statements Of Comprehensive Income

（ Continued）

Lucky Cement Corporation And Subsidiaries

（ To be continued）

LUCKY CEMENT CO. Supervisor’s Review Report

3. 2016 Employee, Directors and Supervisors Remuneration Distribution Report:

III. Proposals and Discussion

Proposals

Lucky Cement Co.Ltd. PROFIT DISTRIBUTION TABLE Year 2016

Discussion

IV. Questions and Motions V. Adjournment

Appendix I: Rules of the Procedure for Shareholders Meetings.

The preceding

Appendix II Articles of Incorporation for Lucky Cement Co., Ltd.

Chapter I General Provision

Chapter IV Directors and Supervisors

Chapter V. Manager

Chapter VI. Accounting

Chapter VII. Supplementary Provisions

Appendix 3: Procedures for Acquisition or Disposal of Assets.

Appendix 4: The Proposal of Annual Meeting of Shareholder

Appendix 5: Current Shareholding of Luck GRP Director and Supervisor

Appendix 6: Corporate Social Responsibility Best Practice Principles

Chapter 1 General Provisions

Chapter 2 Implementation of Company-Controlled

Chapter 3 Sustainable Development of Environment

Chapter 4 Maintain the Society’s Activities

Chapter 5 Strengthen the information disclosure of CSR

Chapter 6 Supplementary Provisions

LUCKY CEMENT AGM Information 2017