SE CEMENT - AGM Information 2022 | FinancialReports.eu

Stock code：1110

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Southeast Cement Corporation

General Shareholders’ Meeting of

2022

Meeting Handbook

Meeting time: June 28, 2022

Meeting venue: B1, No. 21 Wufu 3rd Road, Qianjin District, Kaohsiung

Shareholders meeting will be held by means of： Physical shareholders meeting

Page	Page
Meeting Procedure················································	1
Meeting Agenda···················································	2
Report Items······················································	3
Recognition Items·················································	8
Discussion Items··················································	10
Extraordinary motions···············································	14
Annexes
(I) Business Report·················································	15
(II) Independent Auditor’s Report and Financial Statements·················	17
(III) Earnings Distribution Table·······································	36
(IV) Comparison Table of Amendment to the “Operational Procedures for Acquisition and Disposal of Assets”······························	37
(V) Comparison Table of Amendments to the “Articles of Association”········	53
(VI) Comparison Table of Amendments to “Rules of Procedure of Shareholders’ Meeting”··········································	55
(VII)Comparison Table of Amendment to the “Rules for Election of Directors”·····················································	78
Appendices
(I) Articles of Association············································	80
(II) Rules of Procedure of Shareholders’ Meeting······················	87
(III)Procedures for acquiring or disposing of assets························	94
(IV) Election method of directors····································	117
(V) Shareholdings of Individual and All Directors as Recorded in the Register of Shareholders·······································	120

Southeast Cement Corporation

Procedure of the 2022 General Shareholders’ Meeting

I. Call Meeting to Order
II. Chairman’s Speech
III. Report Items
IV. Recognition Items
V. Discussion Items
VI. Extraordinary motions

VII. Meeting Adjourned

Agenda of the 2022 General Shareholders’ Meeting, Southeast Cement Corporation

I. Time: 9:00 a.m. on June 28 (Tuesday), 2022
II. Venue: B1, No. 21 Wufu 3rd Road, Qianjin District, Kaohsiung
III. Call Meeting to order
IV. Chairman’s speech
V. Report items
(I) 2021 Business report
(II) Audit Committee’s report on the review of the 2021 final accounts

(III) Report on the distribution of employees’ and directors’ remuneration for 2021

  - VI.  Recognition items

     - (I) Recognition of 2021 final accounts

     - (II) Recognition of 2021 earnings distribution proposal

  - VII.  Discussion items

(I)Amendment to the “Operational procedures for Acquisition and Disposal of Assets”
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 - (II) Draft amendments to some articles of the “Articles of Association”.
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(III) Amendment to some articles of “Rules of Procedure of Shareholders’ Meeting”
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 - (IV) Amendment to certain provisions of the “Rules for Election of Directors”
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- VIII. Extraordinary motions
- IX. Meeting Adjourned
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Report Items

(I) 2021 Business report

Explanation:

I、Please refer to Annex I (page 15-16) for the business report.
II、Please refer to Annex II (page 17-35) for the Independent Auditor’s 。
Report and financial statements.
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(II) Audit Committee’s report on the review of the 2021 final accounts

Audit Committee’s Review Report

The board of directors has prepared the company’s business report, financial statements (including individual and consolidated financial statements) and earnings distribution proposal for the year of 2021. The financial statements have been audited by CPAs Shu-Man Tsai and Ching-Lin Li of Crowe (TW) CPAs, and an audit report has been issued accordingly.

The above-mentioned business report, financial statements and earnings distribution proposal have been reviewed by the Audit Committee, and no inconsistency was found. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review and approve.

2022 General Shareholders’ Meeting, Southeast Cement Corporation

Southeast Cement Corporation

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Convener of Audit Committee:

March 15, 2022

(III) Report on the distribution of employee’s and directors’ remuneration for 2021

According to the articles of association of the company, if there is profit in the annual settlement of the company, the company shall allocate not less than 2% as the employees’ remuneration, which shall be distributed in stock or cash by resolution of the board meeting; the company may allocate not more than 3% of the profit above as the directors’ remuneration by resolution of the board meeting. The pre-tax net profit before the deduction of the employees’ remuneration and directors’ remuneration in 2021 is NT$163,147,104. After calculation, the employees’ remuneration in 2021 is NT$3,262,943 and the directors’ remuneration is NT$4,894,413, which is to be paid in cash.

Directors’ remuneration

The attendance fee for all directors (including independent directors) of the

Company is a fixed fee, which is assessed by the Compensation Committee and approved by the Board of Directors.

In addition, Article 37 of the Company's Articles of Incorporation stipulates that not more than 3% of the annual profit shall be paid as remuneration to directors.

Correlation with operating performance evaluation results

Salaries and compensation paid on a fixed basis: None.

Directors' remuneration and bonuses from earnings distribution: Positive correlation.

Relationship with future risks: None.

Remuneration for general and independent directors

Unit: NT$ thousand

Job title	Name	directors’ remuneration	directors’ remuneration	directors’ remuneration	directors’ remuneration	directors’ remuneration	directors’ remuneration			A、B、C and D the total amount of these four items and their proportion to net income after tax	A、B、C and D the total amount of these four items and their proportion to net income after tax	A、B、C and D the total amount of these four items and their proportion to net income after tax	A、B、C and D the total amount of these four items and their proportion to net income after tax	Part-time employees receive related remuneration	Part-time employees receive related remuneration	Part-time employees receive related remuneration	Part-time employees receive related remuneration	Part-time employees receive related remuneration	Part-time employees receive related remuneration	Part-time employees receive related remuneration	Part-time employees receive related remuneration	A、B、C、D、E、F and G Total amount and percentage of net income after tax of 7 items	A、B、C、D、E、F and G Total amount and percentage of net income after tax of 7 items	A、B、C、D、E、F and G Total amount and percentage of net income after tax of 7 items	A、B、C、D、E、F and G Total amount and percentage of net income after tax of 7 items	a non-subsidiary reinvested enterprise
		Remuneration (A)		Retirement Pension (B)		directors’ remuneration (C) (註1)		Business execution expenses (D)						Salaries, bonuses and special expenses, etc. (E)		Retirement Pension (F) (註2)		Employee Compensation (G)
		All companies	in the financial report of the company	All companies	in the financial report of the company	All companies	in the financial report of the company	All companies	in the financial report of the company	All companies		in the financial report of the company		All companies	in the financial report of the company	All companies	in the financial report of the company	All companies		inthe financial report of the company		All companies		in the financial report of the company
																		Cash amount	Stock amount	Cash amount	Stock amount
Chairman	Dongshu Investment Co., Ltd. Representative: Min-Tuan Chen	0	0	0	0	1,398	3,195	560	573	1,958	1.40%	3,768	2.69%	3,889	4,634	108	108	0	0	449	0	5,955	4.25%	8,959	6.40%	None
Director	Dongshu Investment Co., Ltd. Representative: Tien-Chih Chen
Director	Consortium Legal Person Chao-Shu Chen Public Welfare Charity Foundation Representative: Kuan-Hua Chen	0	0	0	0	1,39 8	1,398	560	576	1,958	1.40%	1,974	1.41%	3,390	4,094	180	213	56	0	56	0	5,584	3.99%	6,337	4.53%	None
Director	Consortium Legal Person Chao-Shu Chen Public Welfare Charity Foundation Representative: Chang-Chih Wu
Director	Likai Investment Co, Ltd. Representative: Li-Hsiang Cheng	0	0	0	0	700	700	270	270	970	0.69%	970	0.69%	0	0	0	0	0	0	0	0	970	0.69%	970	0.69%	None
Director	Changching Co., Ltd. Representative: Chao-Hsiung Yang	0	0	0	0	699	699	280	280	979	0.70%	979	0.70%	0	0	0	0	0	0	0	0	979	0.70%	979	0.70%	None

Director	Consortium Legal Person Southeast Cultural Foundation Representative: Chien-Hao Chen	280	280	979	0.70%	979	0.70%	979	0.70%	979	0.70%	None
Independen t directors	Wen-Tsai Yang	520	520	520	0.37%	520	0.37%	520	0.37%	520	0.37%	None
Independen t directors	Chin-Pao Yeh	520	520	520	0.37%	520	0.37%	520	0.37%	520	0.37%	None
Independen t directors	Yu-Hsin Chuang	520	520	520	0.37%	520	0.37%	520	0.37%	520	0.37%	None

Note 1: The 2021 directors’ remuneration is a proposed number.
Note 2: The actual payment of the retirement pension in 2021 is NT$0; the expense allocations of retirement pension are NT$288 thousand and NT$321 thousand, respectively
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Recognition Items

(I)

Subject: The 2021 final accounts are submitted for recognition. (proposed by the board of directors)

Explanation:

I. The company’s final accounts (including business report and financial statements) for 2021 have been reviewed by the Audit Committee, submitted to the board meeting for approval, and audited by the independent auditor. A written audit report is issued in accordance with Article 228 of the Company Act, and submitted for approval.
II. Please refer to Annex I and Annex II (page 15-35) for the final accounts.

Resolution:

※ To help shareholders understand and download the complete contents of the financial report as needed, please enter our website
(URL: http://www.southeastcement.com.tw)
for “Financial Report” under “Investor Zone.”
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(II)

Subject: The 2021 earnings distribution proposal is submitted for recognition. (proposed by the board of directors)

Explanation:

I. The company’s 2021 earnings distribution table is detailed in Annex III (page 36).
II. It is proposed to distribute a total dividend of NT$114,400,159 (NT$0.2 per share in cash) to shareholders, and the undistributed earnings after the distribution will be NT$181,202,290.
III. It is proposed that the chairman be authorized to decide the ex-dividend date for the cash dividend after the resolution of the 2022 general shareholders’ meeting.
IV. The cash dividend is calculated up to NT$1 (rounded off below NT$1), and the total amount of dividends less than NT$1 is included in other income.

Resolution:

Discussion Items

(I)

Subject: Amendment of some provisions of “Operational procedures for

Acquisition and Disposal of Assets” are submitted for discussion. (proposed by the board of directors)

Explanation:

I. In accordance with letter No. 11103804655 dated January 28, 2022, from the Golden Regulatory Commission.
II. The revised “Operational procedures for Acquisition and Disposal of Assets” is attached as Annex IV (pages37-52).

Resolution:

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(II)

Subject: The amendment to some articles of the “Articles of Association” are submitted for discussion. (proposed by the board of directors)

Explanation:

I. In accordance with the amendment of Article 172-2 on December 29, 2021.
II. The revised “Articles of Association” is attached as Annex V (pages 53-54).

Resolution:

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(III)

Subject: The amendment to some articles of the “ Rules of Procedure of Shareholders’ Meeting” are submitted for discussion. (proposed by the board of directors)

Explanation:

I. In accordance with the letter No. 11100042501 of the Taiwan Stock Exchange dated March 8, 2022. The Company will be processed.
II. The revised “Rules of Procedure for Shareholders' Meetings” is attached as Annex VI (pages 55-77).

Resolution：

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(IV)

Subject: Amendments to certain provisions of the “Rules for Election of Directors ” are proposed for discussion. (Proposed by the Board of Directors)

Explanation：

I. In accordance with the letter of Taiwan Stock Exchange No. 1090009468.
II. The revised “Rules for Election of Directors” is attached as Annex VII (pages 78~79).

Resolution

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Extraordinary motions

Meeting Adjourned

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Annex I

Southeast Cement Corporation Business Report for the Year of 2021

The domestic demand for cement and clinker was 10.30 million tons in 2021, an increase of 700,000 tons or 7% compared with 9.60 million tons in 2020. The import volume of cement and clinker was 2.33 million tons in 2021, an reduce of 150,000 tons or 6% compared with 2.48 million tons in 2020. Cement demand in Taiwan will total 12.63 million tons in 2021, up 550,000 tons or 4.6% from 12.08 million tons in 2020. According to the statistics from the Department of Construction, Ministry of the Interior, the total area of building construction licenses issued in Taiwan in 2021 will be 43.425 million m2, an increase of 1.904 million m2 or 4.59% compared to 41.251 million m2 in 2020. In addition to the active promotion of major public construction projects, the overall public construction budget is NT$534 billion, an increase of 22% compared to 2020.

However, the imported grinding industry will import 1,957,000 tons of cement clinker in 2021, which will still hold the market position due to the low cost. In order to avoid the continued erosion of the imported industry, the company can only strengthen its market position by improving quality management, deepening customer service and flexible sales strategy.

The sales volume of cement in 2021 decreased by 3.17% compared with that in 2020, and the operating income decreased by 0.7% compared with that in 2020. The sales volume of furnace stone powder in 2021 decreased by 10.32% compared with that in 2020, and the operating income decreased by 9.54% compared with that in 2020. The operating performance of the company in 2021 is as follows:

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1. Comparison of operating income, production and sales between 2021 and 2020:

Weight unit: metric ton

Unit: NT$ thousand

			Unit:	NT$thousand
Item	Year	2021	2020	Increase (decrease)%
Production volume	Cement	525,614	550,857	-4.58%
	Furnace stone powder	167,560	182,147	-8.01%
	Blast furnace cement	16,233	4,375	271.04%
Sales volume	Cement	535,935	553,462	-3.17%
	Furnace stone powder	162,338	181,014	-10.32%
	Blast furnace cement	16,233	4,375	271.04%
Operating income	Cement	1,278,555	1,287,553	-0.70%
	Furnace stone powder	200,855	222,044	-9.54%
	Blast furnace cement	33,052	9,421	250.83%
	Other	9,400	19,355	-51.43%
	Leasing	59,003	53,886	9.50%
	Total	1,580,865	1,592,259	-0.72%

2. Net profit and dividend

In the operating result of 2021, the net profit after tax for the current period is NT$139,985,041, a increase of 531.78% over the same period last year. The total cumulative distributable earnings are NT$309,625,769, and the legal reserve is NT$14,023,320. The balance of NT$114,400,159 from the retained earnings of

NT$181,202,290 is entirely distributed as cash dividend of ordinary shares, and NT$0.2 is planned to be distributed in cash for each share.

Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

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Annex II

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Independent Auditor’s Report

To Southeast Cement Corporation

Audit

Opinion

We have audited the consolidated balance sheet of Southeast Cement Corporation and its subsidiaries (hereinafter Southeast Group) as of December 31, 2021 and 2020, the consolidated comprehensive income statement, consolidated statement of changes in equity and consolidated cash flow statement from January 1 to December 31, 2021 and 2020 and the notes to the consolidated financial report (including the summary of significant accounting policies).

In our opinion, based on our audit results and the audit reports of other accountants (please refer to Other Matters), the consolidated financial report above was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards, International Accounting Standards, and the interpretations and explanations of International Financial Reporting Standards approved and issued by the Financial Supervisory Commission, and are sufficient to properly express the consolidated financial status of Southeast Group as of December 31, 2021 and 2020, and the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2021 and 2020.

Basis of Our Audit Opinion

The audit is conducted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accounts and the auditing standards generally accepted in the Republic of China. Our responsibility under these standards is further explained in the responsibility section of the audited consolidated financial report. We are subject to the code of independence of the accounting firm that we belong to, have maintained our independence from Southeast Group in accordance with the code of professional ethics for accountants, and have fulfilled other responsibilities of the code. Based on our audit results and the audit reports of other accountants, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.

Key Audit Items

Key audit items refer to the most important items in the audit of the consolidated financial report of Southeast Group for 2021 based on our professional judgment. These items have been reflected in the process of auditing the consolidated financial report as a whole and the process of forming the audit opinion. We do not express our opinion on these items separately.

The key audit items of the consolidated financial report of Southeast Group for 2021 are described as follows:

I. Sales revenue recognition

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For the accounting policies related to revenue recognition, please refer to Note 4(19) to the consolidated financial statements; for the significant accounting judgments, estimates and assumptions related to revenue recognition, please refer to Note 5(1) 2. to the consolidated financial statements; for the revenue recognition, please refer to Note 6(31) to the consolidated financial statements.

Description of key audit items:

As the Southeast Group is principally engaged in the manufacture and sale of various cement-related products, which may be affected by raw material prices, market supply and demand, and the economic climate, and the revenue from cement sales is recognized when the cement is actually collected by the customer to satisfy the performance obligation, the revenue from cement sales will be recognized as a critical audit in 2021.

Corresponding audit procedures:

Our auditing procedures included understanding and testing the design and effectiveness of internal controls relevant to the revenue from cement sales, taking samples from the sales ledger, verifying the related certificates to the transactions to verify the authenticity of the revenue recognition, obtaining subsequent sales details, reviewing whether significant sales returns and discounts had occurred to confirm whether there were any significant exceptions to the revenue recognition, and performing sales revenue cutoff tests.

Other Matters

For some subsidiaries included in the consolidated financial report above and investments by equity method, their financial reports have not been audited by us, but by other accountants. Therefore, in our opinion on the consolidated financial report above, the amounts listed in the financial reports of these companies are based on the audit reports of other accountants. The total assets of these subsidiaries as of December 31, 2021 and 2020 were NT$87,068 thousand and NT$81,969 thousand, respectively, accounting for 0.79% and 0.83% of the total consolidated assets, respectively; the total liabilities were NT$23,455 thousand and NT$23,456 thousand, respectively, accounting for 1.04% and 1.78% of the total liabilities; the operating income in 2021 and 2020 was NT$114 thousand and NT$114 thousand, respectively, accounting for 0.01% and 0.01% of the consolidated operating income, respectively; the total comprehensive income was NT$5,100 thousand and NT$816 thousand, respectively, accounting for 2.76% and 4.63% of the total consolidated comprehensive income, respectively. In addition, as of December 31, 2021 and 2020, the amount of investment in these related enterprises by equity method was NT$461,327 thousand and NT$442,933 thousand, accounting for 4.21% and 4.49% of the total consolidated assets, respectively; the share of profit and loss of affiliated enterprises and joint ventures by equity method recognized in 2021 and 2020 was NT$18,336 thousand and NT$5,158 thousand, respectively, accounting for 12.30% and 69.42% of the consolidated net profit before tax, respectively; the share of other comprehensive income of affiliated enterprises and joint ventures recognized by equity method was NT$2,544 thousand and NT$3,306 thousand, respectively, accounting for 4.99% and 479,83% of the net other comprehensive income, respectively.

Southeast Cement Corporation has prepared the individual financial reports for 2021 and 2020, which have been audited by us with an unqualified opinion plus the paragraph of other matters on file for reference.

Responsibilities of the Management and Governance Unit for the Consolidated Financial Report

The management is responsible for the preparation of the properly expressed consolidated financial report in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards, International Accounting Standards, and the interpretations and explanations of International Financial Reporting Standards approved and issued by the Financial Supervisory Commission, and responsible for

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maintaining the necessary internal control related to the preparation of consolidated financial report, so as to ensure that there is no material misrepresentation in consolidated financial report due to fraud or error.

In the preparation of the consolidated financial report, the management’s responsibilities include the assessment of the ability of Southeast Group to continue to operate, the disclosure of relevant matters, and the adoption of the accounting basis for continuing operations, unless the management intends to liquidate or suspend the business of Southeast Group and its subsidiaries, or there is no practical plan other than liquidation or suspension of business.

The governance unit (including the audit committee) of Southeast Cement Corporation is responsible for supervising the financial reporting process.

The Accountants’ Responsibility for Auditing the Consolidated Financial Report

The purpose of our audit of the consolidated financial report is to obtain reasonable assurance as to whether the consolidated financial report as a whole contains any material untruthful expression resulting from fraud or error, and issue an audit report accordingly. Reasonable assurance means a high degree of assurance, but an audit conducted in accordance with Generally Accepted Auditing Standards cannot guarantee that significant misrepresentation in the consolidated financial report will be detected. Misrepresentation may be due to fraud or error. An individual or aggregate amount that is misrepresented is considered significant if it can be reasonably expected to affect the economic decisions made by the users of the consolidated financial report.

When auditing in accordance with Generally Accepted Auditing Standards, we use professional judgment and maintained professional suspicion. We also performed the following tasks:

I. Identifying and assessing the risks of material misrepresentation of the consolidated financial report due to fraud or error, designing and implementing appropriate countermeasures for the assessed risks, and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Because fraud may involve collusion, forgery, intentional omission, false statement or internal control overstepping, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by error.
II. We acquire necessary understanding of the internal control system related to the audit, so as to design appropriate audit procedures at that time, but the purpose is not to express opinions on the effectiveness of internal control of Southeast Group.
III.[We evaluate the appropriateness of accounting policies adopted by the management, as well] as the reasonableness of accounting estimates and related disclosures.
IV. Based on the audit evidence obtained, we make a conclusion on the appropriateness of the accounting basis for continuing operations adopted by the management, and whether there is significant uncertainty in an event or situation that may cause significant doubt about the ability of Southeast Group to continue operations. If we are of the opinion that there is significant uncertainty in such an event or situation, we shall in the audit report remind the users of the consolidated financial report to pay attention to the relevant disclosure in the consolidated financial report, or amend our audit opinion when such disclosure is inappropriate. Our conclusions are based on the audit evidence obtained as of the audit report date. However, future events or circumstances may cause Southeast Group to no longer have the ability to continue to operate.
V. We evaluated the overall presentation, structure and content of the consolidated financial report (including related notes), and whether the consolidated financial report properly expresses related transactions and events.
VI. We obtained sufficient and appropriate audit evidence for the financial information of the constituent entities of Southeast Group, in order to express opinions on the consolidated financial report. We are responsible for the guidance, supervision and implementation of the audit case, and for forming audit opinions on the Group.
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Matters communicated between us and the governance unit include the planned audit scope and time, and major audit findings (including significant lack of internal control identified in the audit process).

We also provided the governance unit with the statement that the persons involved who are subject to the independence standard of our accounting firm have complied with the professional ethics of accountants, and communicated with the governance unit all relations and other matters (including relevant protective measures) that may affect our independence.

We determined the key audit matters for the audit of the consolidated financial report of Southeast Group in 2021 from the matters communicated with the governance unit. We state such matters in the audit report; unless it is prohibited by law to disclose specific matters publicly, or in rare cases, we decide not to communicate specific matters in the audit report as it can be reasonably expected that the negative impact of such communication will be greater than the public interest promoted.

Crowe (TW) CPAs

CPA: Shu-Man Tsai

CPA: Ching-Lin Li

Approval No.: Jin-Guan-Cheng-Shen No. 10200032833

March 15, 2022

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Southeast Cement Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2021 and 2020

Unit: NT$ thousand

Code	Asset	December 31,2021	December 31,2021	December 31, 2020	December 31, 2020
		Amount	%	Amount	%
1100 1110 1150 1170 1180 1200 1220 130x 1410 1476 1480 11xx 1517 1550 1600 1755 1760 1780 1840 1920 1990 15xx 1xxx	Current assets Cash and cash equivalents (note 6(1)) Financial assets measured at fair value through income statement – current (note 6(2)) Net notes receivable (note 6(3)) Net accounts receivable (note 6(4)) Accounts receivable – related parties net (note 7) Other receivables (note 6(5)) Current income tax assets Inventory (note 6(6)) Prepayments (note 6(7)) Other financial assets – current (note 6(8)) Incremental cost of contract acquisition – current (note 6(9)) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income – non-current (note 6(10)) Investment by equity method (note 6(11)) Property, plant and equipment (note 6(12)) Right-of-use assets (note 6(13)) Net amount of investment property (note 6(14)) Intangible assets (note 6(15)) Deferred income tax assets Refundable deposits (note 6(16)) Other non-current assets – others (note 6(5)) Total non-current assets Total assets	$ 419,504 248,685 196,923 110,157 34,424 2,214 502 841,074 36,265 161,625 2,000	4 2 2 1 - - - 9 - 1 -	$ 176,743 232,667 286,533 92,498 36,827 5,092 529 884,310 68,140 174,598 5,842	2 2 3 1 - - - 9 1 2 -
		2,053,373	19	1,963,779	20
		1,259,476 611,626 1,201,139 357,661 5,379,924 - 81,137 12,749 1,415	11 6 11 3 49 - 1 - -	1,178,923 590,646 249,698 389,171 5,382,732 23 97,415 10,118 2,815	12 6 3 4 55 - - - -
		8,905,127	81	7,901,541	80
		$ 10,958,500	100	$ 9,865,320	100

(Continued)

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(Continued)

Code	Liabilities and equity	December 31,2021	December 31,2021	December 31, 2020	December 31, 2020
		Amount	%	Amount	%
2100 2110 2130 2150 2170 2200 2230 2250 2280 2300 21xx 2570 2580 2645 25xx 2xxx 3100 3110 3200 3300 3310 3320 3350 3400 3500 31xx 36xx 3xxx	Current liabilities Short term loans (note 6(17)) Short-term notes payable (note 6(18)) Contractual liabilities – current (note 6(19)) notes payable Accounts payable Other accounts payable (note 6(20)) Current income tax liabilities Provision for liabilities – current (note 6(21)) Lease liabilities – current (note 6(13)) Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities (note 6(37)) Lease liabilities – non-current (note 6(13)) Guarantee deposits received (note 6(23)) Total non-current liabilities Total liabilities Equity Equity attributable to owners of the parent company Share capital (note 6(24)) Ordinary share capital Capital reserve (note 6(25)) Retained earnings Legal reserve Special reserve (note 6(27)) Undistributed earnings (note 6(26)) Other equity (note 6(28)) Treasury shares (note 6(29)) Total equity attributable to owners of the parent company Non-controlling interests (note 6(30)) Total equity Total liabilities and equity	$ 1,240,000 81,969 30,532 1,696 194,523 71,665 - 1,572 52,946 8,528	11 1 - - 2 1 - - - -	$ 235,000 - 90,425 1,798 223,854 89,625 2,220 1,553 65,651 13,794	2 - 1 - 2 1 - - 1 -
		1,683,431	15	723,920	7
		304,612 235,791 23,957	3 2 -	303,366 265,358 23,957	3 3 -
		564,360	5	592,681	6
		2,247,791	20	1,316,601	13
		5,720,008 188,373 1,055,689 810,918 309,626 551,296 (12,185)	52 2 10 7 3 5 -	5,720,008 188,267 1,052,057 810,918 230,224 500,520 (12,185)	58 2 11 8 2 5 -
		8,623,725 86,984	79 1	8,489,809 58,910	86 1
		8,710,709	80	8,548,719	87
		$ 10,958,500	100	$ 9,865,320	100

(please refer to the notes to the consolidated financial statements) Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

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Southeast Cement Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NT$ thousand

2021	% 100 (93) 7 (2) (5) - (7) - - 6 - (1) 1 6 7 (1) 6 3 - 3 9 6 - 6 9 - 9	2020
Amount	%	Amount	%
$ 1,846,785 (1,712,217)	100 (93)	$ 1,590,986 (1,523,614)	100 (96)
134,568 (35,069) (90,452) 3,007	7 (2) (5) -	67,372 (15,073) (82,636) (236)	4 (1) (5) -
(122,514)	(7)	(97,945)	(6)
12,054	-	(30,573)	(2)
3,805 108,504 8,714 (11,102) 27,153	- 6 - (1) 1	6,228 56,996 (32,047) (6,126) 12,952	- 4 (2) - -
137,074	6	38,003	2
149,128 (15,317)	7 (1)	7,430 9,519	- 1
133,811	6	16,949	1
47,502 3,513	3 -	(2,598) 3,287	- -
51,015	3	689	-
$ 184,826	9	$ 17,638	1
$ 139,985 (6,174)	6 -	$ 22,158 (5,209)	1 -
$ 133,811	6	$ 16,949	1
$ 191,010 (6,184)	9 -	$ 22,729 (5,091)	1 -
$ 184,826	9	$ 17,638	1
$ 0.25		$ 0.04
$ 0.25		$ 0.04

(please refer to the notes to the consolidated financial statements) Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

23 -

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2021 and 2020

		Equity attributable to own	Equity attributable to own	ers of the parent company	ers of the parent company		NT$ thousand Non-controlli ng interests Total equity $ 46,809 $ 8,570,984 - - - (57,200) (5,209) 16,949 118 689 (5,091) 17,638 - 105 17,192 17,192 - - 58,910 8,548,719 - - - (57,200) (6,174) 133,811 (10) 51,015 (6,184) 184,826 - 106 34,258 34,258 - - $86,984$8,710,709
Ordinary share capital $ 5,720,008 - - - - - - - - 5,720,008 - - - - - - - - $5,720,008	Capital reserve $ 188,162 - - - - - 105 - - 188,267 - - - - - 106 - - $188,373		Retained earnings	Undistributed earnings $ 254,425 (3,313) (57,200) 22,158 (98) 22,060 - - 14,252 230,224 (3,632) (57,200) 139,985 (5) 139,980 - - 254 $309,626	Other equity items Unrealized valuation gain/loss of financial assets measured at fair value through other comprehensiveincome $ 514,103 - - - 669 669 - - (14,252) 500,520 - - - 51,030 51,030 - - (254) $551,296	Treasury shares $ (12,185) - - - - - - - - (12,185) - - - - - - - - $ (12,185)
		Legal reserve $ 1,048,744 3,313 - - - - - - - 1,052,057 3,632 - - - - - - - $1,055,689	Special reserve $ 810,918 - - - - - - - - 810,918 - - - - - - - - $810,918
							$ 8,570,984 - (57,200) 16,949 689
							17,638
							105 17,192 -
							8,548,719 - (57,200) 133,811 51,015
							184,826
							106 34,258 -
							$8,710,709

(please refer to the notes to the consolidated financial statements) Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

24 -

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Cash Flow January 1 to December 31, 2021 and 2020

Unit: NT$ thousand

Item 2021 Cash flow from operating activities Net profit (net loss) before tax of the current period $ 149,128 Adjustments Income, expense and loss items Depreciation expense 74,503 Amortization expense 23 Expected credit impairment loss (profit) (3,007) Net loss (profit) of financial assets and liabilities measured at fair value through income statement (18,033) Interest expense 11,102 Interest income (3,805) Dividend income (51,560) Share of losses (profits) of affiliated enterprises and joint ventures recognized by equity method (27,153) Loss (profit) from disposal and retirement of property, plant and equipment - Impairment loss of non-financial assets - Profit from lease revision (232) Other items 106 Total income, expense and loss items (18,056) Change in assets/liabilities related to operating activities Net change in assets related to operating activities Decrease (increase) in financial assets measured at fair value through income statement 2,015 Decrease (increase) in notes receivable 90,751 Decrease (increase) in accounts receivable (15,035) Decrease (increase) in other receivables 4,717 Decrease (increase) in inventory 40,976 Decrease (increase) in prepayments 31,875 Decrease (increase) in other financial assets 12,973 Decrease (increase) in incremental cost of contract acquisition 3,842 Total net change in assets related to operating activities 172,114 Net change in liabilities related to operating activities Increase (decrease) in contractual liabilities (59,893) Increase (decrease) in notes payable (102) Increase (decrease) in accounts payable (29,331) Increase (decrease) in other accounts payable 3,957 Increase (decrease) in provision for liabilities 19 Increase (decrease) in other current liabilities (5,266) Total net change in liabilities related to operating activities (90,616) (Continued)	2020
	$ 7,430 75,323 35 236 (4,086) 6,126 (6,228) (46,500) (12,952) - - (7) 105
	12,052
	22,291 (11,955) (5,434) 21,263 (237,560) (27,221) 273,093 (3,789)
	30,688
	(17,309) (2,985) 24,041 (11,207) 113 13,794
	6,447

25 -

(Continued)

Item Total net changes in assets and liabilities related to operating activities Total adjustments Cash inflow (outflow) from operations Interest received Dividends received Interest paid Income tax refunded (paid) Net cash inflow (outflow) from operating activities Cash flow from investment activities Acquisition of financial assets measured at fair value through other comprehensive income Disposal of financial assets measured at fair value through other comprehensive income Return of share capital from capital reduction of financial assets measured at fair value through other comprehensive income Acquisition of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of right-of-use assets Acquisition of investment property Decrease in long-term lease payments receivable Net cash inflow (outflow) from investment activities Cash flow from financing activities Increase in short-term loans Increase in short-term notes payable Increase in guarantee deposits received Repayment of lease principal Cash dividend payment Changes in non-controlling interests Net cash inflow (outflow) from financing activities Increase (decrease) in cash and cash equivalents in the current period Opening balance of cash and cash equivalents Ending balance of cash and cash equivalents	2021 $ 81,498 63,442 212,570 3,627 61,246 (10,853) 14 266,604 (39,164) 4,635 1,478 (933,647) (2,631) - (55,091) (1,434) 1,384 (1,024,470) 1,005,000 82,000 - (63,431) (57,200) 34,258 1,000,627 242,761 176,743 $ 419,504	2020
		$ 37,135
		49,187
		56,617 6,297 54,500 (6,094) (611)
		110,709
		(16,010) 15,587 10,583 (30,013) - 1,632 (58,668) (5,535) 1,368
		(81,056)
		35,000 - 917 (56,750) (57,200) 17,192
		(60,841)
		(31,188) 207,931
		$ 176,743

(please refer to the notes to the consolidated financial statements) Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

26 -

==> picture [449 x 113] intentionally omitted <==

Independent Auditor’s Report

To Southeast Cement Corporation

Audit Opinion

We have audited the individual balance sheet of Southeast Cement Corporation as of December 31, 2021 and 2020, the individual comprehensive income statement, individual statement of changes in equity and individual cash flow statement from January 1 to December 31, 2020 and 2019 and the notes to the individual financial report (including the summary of significant accounting policies).

In our opinion, based on our audit results and the audit reports of other accountants (please refer to Other Matters), the individual financial report above was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and are sufficient to properly express the individual financial status of Southeast Cement Corporation as of December 31, 2021 and 2020, and the individual financial performance and individual cash flow from January 1 to December 31, 2021 and 2020.

Basis of Our Audit Opinion

The audit is conducted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accounts and the auditing standards generally accepted in the Republic of China. Our responsibility under these standards is further explained in the responsibility section of the audited individual financial report. We are subject to the code of independence of the accounting firm that we belong to, have maintained our independence from Southeast Cement Corporation in accordance with the code of professional ethics for accountants, and have fulfilled other responsibilities of the code. Based on our audit results and the audit reports of other accountants, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.

Key Audit Items

Key audit items refer to the most important items in the audit of the individual financial report of Southeast Cement Corporation for 2021 based on our professional judgment. These items have been reflected in the process of auditing the individual financial report as a whole and the process of forming the audit opinion. We do not express our opinion on these items separately.

The key audit items of the individual financial report of Southeast Cement Corporation for 2021 are described as follows:

Sales Revenue Recognition

Please refer to Note 4(17) to the financial statements for the accounting policies related to revenue recognition; Note 5(1) to the financial statements for significant accounting judgments, estimates and assumptions related to revenue recognition; and Note 6(28) to the financial statements for revenue recognition.

Description of key audit items:

Since Southeast Cement is mainly engaged in the manufacture and sale of various cement-related products, which may be affected by raw material prices, market supply and demand, and the economic climate, and the revenue from cement sales has to be recognized when the customer actually collects the cement to satisfy the performance obligation, the revenue from cement sales is recognized as a critical audit in 2021.

Corresponding audit procedures:

27 -

Our audit procedures included understanding and testing the effectiveness of the design and implementation of internal controls relevant to cement sales revenue, taking samples from the sales ledger, verifying the evidence of transactions to verify the authenticity of revenue recognition, obtaining post-period sales details, reviewing whether significant sales returns and discounts had occurred to confirm whether there were any significant exceptions to revenue recognition, and performing sales revenue cutoff tests.

Other Matters

The financial reports of some investee companies recognized by equity method in the individual financial reports of 2021 and 2020 have not been audited by us, but have been audited by other accountants. Therefore, in our opinion on the abovementioned individual financial report, the amounts listed in the financial report of these investee companies are based on the audit reports by other accountants. The total investment amount by equity method in these investee companies as of December 31, 2021 and 2020 was NT$419,115 thousand and NT$401,668 thousand, respectively, accounting for 3.95% and 4.20% of the total assets, respectively; in 2021 and 2020, the share of profit and loss of subsidiaries and affiliated enterprises and joint ventures by equity method was NT$17,388 thousand and NT$4,093 thousand, respectively, accounting for 11.22% and 32.31% of the net profit before tax, respectively; the share of other comprehensive income of affiliated enterprises and joint ventures recognized by equity method was NT$2,397 thousand and NT$3,046 thousand, respectively, accounting for 4.70% and 533.45% of the net other comprehensive income, respectively.

Responsibilities of the Management and Governance Unit for the Individual Financial Report

The management is responsible for the preparation of properly expressed individual financial report in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and responsible for maintaining the necessary internal control related to the preparation of individual financial report, so as to ensure that there is no material misrepresentation in individual financial report due to fraud or error.

In the preparation of the individual financial report, the management’s responsibilities include the assessment of the ability of Southeast Cement Corporation to continue to operate, the disclosure of relevant matters, and the adoption of the accounting basis for continuing operations, unless the management intends to liquidate or suspend the business of Southeast Cement Corporation, or there is no practical plan other than liquidation or suspension of business.

The governance unit (including the audit committee) of Southeast Cement Corporation is responsible for supervising the financial reporting process.

The Accountants’ Responsibility for Auditing the Individual Financial Report

The purpose of our audit of the individual financial report is to obtain reasonable assurance as to whether the individual financial report as a whole contains any material untruthful expression resulting from fraud or error, and issue an audit report accordingly. Reasonable assurance means a high degree of assurance, but an audit conducted in accordance with Generally Accepted Auditing Standards cannot guarantee that significant misrepresentation in the individual financial report will be detected. Misrepresentation may be due to fraud or error. An individual or aggregate amount that is misrepresented is considered significant if it can be reasonably expected to affect the economic decisions made by the users of the individual financial report.

When auditing in accordance with Generally Accepted Auditing Standards, we use professional judgment and maintained professional suspicion. We also performed the following tasks:

I. Identifying and assessing the risks of material misrepresentation of the individual financial report due to fraud or error, designing and implementing appropriate countermeasures for the assessed risks, and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Because fraud may involve collusion, forgery, intentional omission, false statement or internal control overstepping, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by error.
II. We acquire necessary understanding of the internal control system related to the audit, so as to design appropriate audit procedures at that time, but the purpose is not to express opinions on the effectiveness of internal control of Southeast Cement Corporation.
III.[We evaluate the appropriateness of accounting policies adopted by the management, as well as the] reasonableness of accounting estimates and related disclosures.
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IV. Based on the audit evidence obtained, we make a conclusion on the appropriateness of the accounting basis for continuing operations adopted by the management, and whether there is significant uncertainty in an event or situation that may cause significant doubt about the ability of Southeast Cement Corporation to continue operations. If we are of the opinion that there is significant uncertainty in such an event or situation, we shall in the audit report remind the users of the individual financial report to pay attention to the relevant disclosure in the individual financial report, or amend our audit opinion when such disclosure is inappropriate. Our conclusions are based on the audit evidence obtained as of the audit report date. However, future events or circumstances may cause Southeast Cement Corporation to no longer have the ability to continue to operate.
V. We evaluated the overall presentation, structure and content of the individual financial report (including related notes), and whether the individual financial report properly expresses related transactions and events.
VI. We obtained sufficient and appropriate audit evidence for the financial information of the constituent entities of Southeast Cement Corporation, in order to express opinions on the individual financial report. We are responsible for the guidance, supervision and implementation of the audit case, and for forming audit opinions on Southeast Cement Corporation.

We determined the key audit matters for the audit of the individual financial report of Southeast Cement Corporation in 2021 from the matters communicated with the governance unit. We state such matters in the audit report; unless it is prohibited by law to disclose specific matters publicly, or in rare cases, we decide not to communicate specific matters in the audit report as it can be reasonably expected that the negative impact of such communication will be greater than the public interest promoted.

Crowe (TW) CPAs

CPA: Shu-Man Tsai

CPA: Ching-Lin Li

Approval No.: Jin-Guan-Cheng-Shen No. 10200032833

March 15, 2021

29 -

Southeast Cement Corporation Individual Balance Sheet December 31, 2021 and 2020

Unit: NT$ thousand

Code	Asset	December 31, 2021	December 31, 2021	December 31, 2020	December 31, 2020
		Amount	%	Amount	%
1100 1110 1150 1170 1180 1200 1210 1220 130x 1410 1476 11xx 1517 1550 1600 1755 1760 1840 1920 1990 15xx 1xxx	Current assets Cash and cash equivalents (note 6(1)) Financial assets measured at fair value through income statement – current (note 6(2)) Net notes receivable (note 6(3)) Net accounts receivable (note 6(4)) Accounts receivable – related parties net (note 7) Other receivables (note 6(5)) Other accounts receivable – related parties (note 7) Current income tax assets Inventory (note 6(6)) Prepayments (note 6(7)) Other financial assets – current (note 6(8)) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income – non-current (note 6(9)) Investment by equity method (note 6(10)) Property, plant and equipment (note 6(11)) Right-of-use assets (note 6(12)) Net investment property (note 6(13)) Deferred income tax assets Refundable deposits (note 6(14)) Other non-current assets – others (note 6(5)) Total non-current assets Total assets	$ 334,709 58,430 192,560 76,675 38,721 2,117 30,000 284 504,386 22,362 161,625	3 1 2 1 - - - - 5 - 2	$ 67,754 58,630 286,562 92,498 36,827 2,047 93,000 168 506,215 45,691 174,598	1 1 3 1 - - 1 - 5 - 2
		1,421,869	13	1,363,990	14
		1,038,766 1,459,020 1,121,926 147,589 5,336,055 77,812 9,209 1,415	10 14 11 1 50 1 - -	955,673 1,389,228 226,744 177,339 5,338,862 93,776 10,070 2,815	10 15 2 2 56 1 - -
		9,191,792	87	8,194,507	86
		$ 10,613,661	100	$ 9,558,497	100

(please refer to the notes to individual financial statements) Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

30 -

(Continued)

Code	Liabilities and equity	December 31, 2021	December 31, 2021	December 31, 2020	December 31, 2020
		Amount	%	Amount	%
2100 2110 2130 2170 2200 2230 2250 2280 2300 21xx 2570 2580 2645 25xx 2xxx 3100 3110 3200 3300 3310 3320 3350 3400 3500 3xxx	Current liabilities Short term loans (note 6(15))	$ 1,240,000 39,991 30,532 160,671 58,260 - 1,572 47,214 896	12 - - 2 1 - - - -	$ 235,000 - 73,582 192,899 68,736 2,220 1,553 60,370 -	2 - 1 2 1 - - 1 -
	Short-term notes and bills payable
	(note 6(16) Contractual liabilities – current (note 6(17)) Accounts payable Other accounts payable (note 6(18)) Current income tax liabilities Provision for liabilities – current (note 6(19)) Lease liabilities – current (note 6(12)) Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities (note 6(34)) Lease liabilities – non-current (note 6(12)) Guarantee deposit received (note 6(21)) Total non-current liabilities Total liabilities Equity Share capital (note 6(22)) Ordinary share capital Capital reserve (note 6(23)) Retained earnings Legal reserve Special reserve (note 6(25)) Undistributed earnings (note 6(24)) Other equity (note 6(26)) Treasury shares (note 6(27)) Total equity Total liabilities and equity
		1,579,136	15	634,360	7
		281,164 105,679 23,957	3 1 -	279,918 130,453 23,957	3 1 -
		410,800	4	434,328	4
		1,989,936	19	1,068,688	11
		5,720,008 188,373 1,055,689 810,918 309,626 551,296 (12,185)	54 2 10 8 3 5 -	5,720,008 188,267 1,052,057 810,918 230,224 500,520 (12,185)	60 2 11 8 2 5 -
		8,623,725	81	8,489,809	89
		$ 10,613,661	100	$ 9,558,497	100

(please refer to the notes to individual financial statements) Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

31 -

Southeast Cement Corporation Individual Statement of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NT$ thousand

2021	% 100 (93) 7 (1) (5) - (5) 1 - 6 (1) (1) 4 9 10 (1) 9 3 - 3 12	2020
Amount	%	Amount $ 1,592,259 (1,524,976) 67,283 (14,943) (66,709) (236) (81,888) (14,605) 5,459 46,876 (37,577) (4,203) 16,717 27,272 12,667 9,491 22,158 (18,938) 19,509 571 $ 22,729 $ 0.04 $ 0.04	%
$ 1,580,865 (1,475,177)	100 (93)		100 (96)
105,688 (14,538) (74,128) 3,007	7 (1) (5) -		4 (1) (4) -
(85,659)	(5)		(5)
20,029	1		(1)
4,254 96,118 (13,975) (8,264) 56,828	- 6 (1) (1) 4		- 3 (2) - 1
134,961	9		2
154,990 (15,005)	10 (1)		1 1
139,985	9		2
50,042 983	3 -		(1) 1
51,025	3		-
$ 191,010	12		2
$ 0.25
$ 0.25

(please refer to the notes to individual financial statements)

Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

32 -

Southeast Cement Corporation Individual Statement of Changes in Equity January 1 to December 31, 2021 and 2020

Capital reserve		Retained earnings		Other equity items	Unit: NT$ thousand Treasury stock Total equity	Unit: NT$ thousand Treasury stock Total equity
	Legal reserve	Special reserve	Undistributed earnings	Unrealized valuation gain/loss of financial assets measured at fair value through other comprehensive income
$ 188,162 - - - -	$ 1,048,744 3,313 - - -	$ 810,918 - - - -	$ 254,425 (3,313) (57,200) (68) 22,158	$ 514,103 - - 68 -	$ (12,185) - - - -	$ 8,524,175 - (57,200) - 22,158
-	-	-	(98)	669	-	571
- 105	- -	- -	22,060 -	669 -	- -	22,729 105
- 188,267 - - - -	- 1,052,057 3,632 - - -	- 810,918 - - - -	14,320 230,224 (3,632) (57,200) 139,985 (5)	(14,320) 500,520 - - - 51,030	- (12,185) - - - -	- 8,489,809 - (57,200) 139,985 51,025
-	-	-	139,980	51,030	-	191,010
106 -	- -	- -	- 254	- (254)	- -	106 -
$188,373	$1,055,689	$810,918	$309,626	$551,296	$ (12,185)	$8,623,725

(please refer to the notes to individual financial statements)

Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

33 -

Southeast Cement Corporation Individual Statement of Cash Flow

January 1 to December 31, 2021 and 2020

Unit: NT$ thousand

Item 2021 Cash flow from operating activities Net profit (net loss) before tax of the current period $ 154,990 Adjustments Income, expense and loss items Depreciation expense 65,469 Expected credit impairment loss (profit) (3,007) Net loss (profit) of financial assets and liabilities measured at fair value through income statement 4,717 Interest expense 8,264 Interest income (4,254) Dividend income (39,644) Share of losses (profits) of affiliated enterprises and joint ventures recognized by equity method (56,828) Profit from lease revision (232) Total income, expense and loss items (25,515) Change in assets/liabilities related to operating activities Net change in assets related to operating activities Decrease (increase) in financial assets measured at fair value through income statement (4,517) Decrease (increase) in notes receivable 95,143 Decrease (increase) in accounts receivable 14,150 Decrease (increase) in other receivables 1,765 Decrease (increase) in inventory (431) Increase in prepayment 23,329 Decrease (increase) in other financial assets 12,973 Total net change in assets related to operating activities 142,412 Net change in liabilities related to operating activities Increase (decrease) in contractual liabilities (43,050) Increase (decrease) in accounts payable (32,228) Increase (decrease) in other payables (4,634) Increase (decrease) in provision for liabilities 19 Increase (decrease) in other current liabilities 896 Total net change in liabilities related to operating activities (78,997) Total net change in assets and liabilities related to operating activities 63,415 Total adjustments 37,900 Cash outflow from operations 192,890 Interest received 4,080 Dividends received 62,769 Interest paid (8,025) (continued)	2020
	$ 12,667 69,936 236 1,444 4,203 (5,459) (35,471) (16,717) (7) 18,165
	(16,019) (11,942) (5,295) 22,927 41,070 (9,982) 59,293
	80,052
	(25,130) 3,020 (2,773) 113 -
	(24,770)
	55,282
	73,447
	86,114 5,458 37,321 (4,171)

34 -

(Continued)

Item Income tax refunded (paid) Net cash outflow from operating activities Cash flow from investment activities Acquisition of financial assets measured at fair value through other comprehensive income Disposal of financial assets measured at fair value through other comprehensive income Return of share capital from capital reduction of financial assets measured at fair value through other comprehensive income Acquisition of investment by equity method Return of share capital from investee companies due to capital reduction by equity method Acquisition of property, plant and equipment Decrease in refundable deposit Increase in other receivables – related parties Decrease in Other receivables – related parties Acquisition of investment property Decrease in long-term lease payments receivable Cash inflow (outflow) from investment activities Cash flow from financing activities Increase in short-term loans Decrease in short-term bills payable Increase in guarantee deposit received Repayment of lease principal Cash dividend payment Net cash inflow (outflow) from financing activities Decrease in cash and cash equivalents in the current period Opening balance of cash and cash equivalents Ending balance of cash and cash equivalents	2021 $ (131) 251,583 $ (39,164) 4,635 1,478 (35,000) - (910,140) 861 - 63,000 (1,434) 1,384 (914,380) 1,005,000 40,000 - (58,048) (57,200) 929,752 266,955 67,754 $ 334,709	2020
		$ (451)
		124,271
		(14,010) 15,519 10,583 (20,000) 2,486 (18,669) 1,664 (93,000) (5,535) 1,368
		(119,594)
		35,000 - 917 (53,287) (57,200)
		(74,570)
		(69,893) 137,647
		$ 67,754

(please refer to the notes to individual financial statements)

Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

35 -

Annex III

Southeast Cement Corporation

2021

Earnings Distribution Table

Earnings Distribution Table
	Unit:NT$
Summary	Total
Undistributed earnings at the beginning of the period	169,392,565
Net profit after tax of 2021	139,985,041
Disposal of equity instruments measured at fair value through other comprehensive income	253,230
Remeasurement of defined benefit plans included in retained earnings(note)	(5,067)
Earnings available for distribution	309,625,769
Allocation items
Provision of 10% legal reserve	(14,023,320)
Distribution of cash dividend (NT$0.2 per share, calculated to NT$1)	(114,400,159)
Undistributed earnings at the end of the period	181,202,290

Note：The remeasured amount of the defined benefit plan of the subsidiary Southeast Investment is recognized according to the shareholding ratio.。

Chairman: Min-Duan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

36 -

Annex IV

Southeast Cement Corporation Comparison Table of Amendment to the “Operational Procedures for Acquisition and Disposal of Assets”

Article	Amended Article	Pre-Amendment Clause	Explanation
Article8	Standards for public announcement and reporting i. If the Company acquires or disposes of capital under the following circumstances, the Company shall, according to the nature and in accordance with the prescribed format, report the relevant information on the designated website of the FSC within 2 days from the date of occurrence: (a) Acquisition or disposition of real property or its right-to-use assets from a related party or with a related party for the purpose of acquiring or disposing of real property or other assets other than its right-to-use assets and the transaction amount reaches 20% of the company's paid-in capital、10% of total assets or NT$300 million or more.Except for the sale and purchase of domestic bonds,	Standards for public announcement and reporting i.If the Company acquires or disposes of capital under the following circumstances, the Company shall, according to the nature and in accordance with the prescribed format, report the relevant information on the designated website of the FSC within 2 days from the date of occurrence: (a) Acquisition or disposition of real property or its right-to-use assets from a related party or with a related party for the purpose of acquiring or disposing of real property or other assets other than its right-to-use assets and the transaction amount reaches 20% of the company's paid-in capital、10% of total assets or NT$300 million or more.Except for the sale and purchase of domestic bonds,	i.In consideration of the fact that the existing public companies are already exempted from the public reporting requirement for the sale and purchase of domestic bonds, I hereby amend paragraph 1, subparagraph 7, item 1, to relax the exemption from the public reporting requirement for the sale and purchase of foreign bonds with a rating not lower than the sovereign rating of our country. ii.In view of the pure nature of foreign bonds and the fact that the creditworthiness of foreign bonds is usually better than that of foreign corporate bonds, and that the nature of index investment securities is similarto that of

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		bonds with repurchase and repurchase conditions, and the purchase or repurchase of money market funds issued by domestic securities investment trusts. (b) Merger, demerger, acquisition or transfer of shares. (c) Losses from derivative transactions up to the maximum amount of all or individual contract losses as specified in the processing procedures. (d) The type of asset acquired or disposed of is machinery and equipment for business use or its right-to-use assets, and the transaction is not with a related party, and the amount of the transaction meets one of the following requirements： 1.Publicly traded companies with paid-in capital of less than NT$10 billion and with transaction amounts of NT$500 million or more. 2.Publicly traded companies with paid-in capital of NT$10 billion or more, with	bonds with repurchase and repurchase conditions, and the purchase or repurchase of money market funds issued by domestic securities investment trusts. (b) Merger, demerger, acquisition or transfer of shares. (c) Losses from derivative transactions up to the maximum amount of all or individual contract losses as specified in the processing procedures. (d) The type of asset acquired or disposed of is machinery and equipment for business use or its right-to-use assets, and the transaction is not with a related party, and the amount of the transaction meets one of the following requirements： 1.Publicly traded companies with paid-in capital of less than NT$10 billion and with transaction amounts of NT$500 million or more. 2.Publicly traded companies with paid-in capital of NT$10 billion or more, with	index stock funds, I hereby amend paragraph 1, subparagraph 7, subparagraph 2, to relax the exemption from filing public announcements for investment professionals who subscribe to foreign bonds, purchase or sell back index investment securities in the primary market.

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		transaction amounts of NT$1 billion or more. (e) Acquisition or disposal of real estate or right-to-use assets for construction purposes by a public company engaged in the business of construction, where the counterparty is not a related party and the transaction amount reaches NT$500 million or more. (f) Acquisition of real estate by means of self-appointed construction, land-leased construction, joint construction and subdivision, joint construction and subdivision, or joint construction and subdivision and sale, where the counterparty is not a related party, and the Company expects to invest a transaction amount of NT$500 million or more. (g) In the case of asset transactions other than those described in the preceding six paragraphs, the disposal of debts by financial institutions or investments in Mainland China, the transaction amount reaches20% ofthe	transaction amounts of NT$1 billion or more. (e) Acquisition or disposal of real estate or right-to-use assets for construction purposes by a public company engaged in the business of construction, where the counterparty is not a related party and the transaction amount reaches NT$500 million or more. (f) Acquisition of real estate by means of self-appointed construction, land-leased construction, joint construction and subdivision, joint construction and subdivision, or joint construction and subdivision and sale, where the counterparty is not a related party, and the Company expects to invest a transaction amount of NT$500 million or more. (g) In the case of asset transactions other than those described in the preceding six paragraphs, the disposal of debts by financial institutions or investments in Mainland China, the transaction amount reaches20% ofthe

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	Company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded： 1. Domestic public for transactions Debt or foreign bonds with credit ratings not lower than the sovereign rating of our country. 2. For those who are specialized in investment, buying and selling securities on domestic and overseas stock exchanges or securities dealers' business premises, or subscribing in the domestic primary market Foreign public debt or Ordinary corporate bonds and general financial debentures (excluding subordinated debentures) not involving equity interests，or purchase or repurchase of securities investment trusts or futures trusts ，or purchase or sell back index investment securities,or the marketable securities that the securities brokerage firm underwrites and recommends to the	Company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded： 1.Domestic public for transactions Debt. 2.For investment purposes, the Company may buy and sell securities on domestic and foreign stock exchanges or with securities dealers, or subscribe for ordinary corporate bonds and general financial bonds (excluding subordinated bonds) not involving equity in the domestic primary market, or purchase or repurchase securities investment trusts or futures trusts, or have securities dealers recommended by securities dealers as underwriters to subscribe for securities in accordance with the regulations of the ROC Securities Over-the-Counter Exchange. 3. Purchase and sale of bonds with repurchase and repurchase conditions, purchase or repurchase of moneymarketfunds

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	securities brokerage firm for underwriting business in accordance with the regulations of the Over-the-Counter Securities Trading Center of the Republic of China. 3.Purchase and sale of bonds with repurchase and repurchase conditions, purchase or repurchase of money market funds issued by domestic securities investment trusts. ii.The amount of the preceding transactions is calculated as follows： (a)Amount per transaction. (b) The cumulative amountof transactions of the same nature with the same counterparty within one year. (c) The cumulative amount of acquisition or disposal (acquisition and disposal, respectively) of real estate or right-to-use assets of the same development project within one year. (d) The amount of the same securities acquired or disposed of (acquired and disposed of separately) within one year. iii.The one-yearperiod	issued by domestic securities investment trusts. ii.The amount of the preceding transactions is calculated as follows： (a) Amount per transaction. (b) The cumulative amount oftransactionsof the same nature with the same counterparty within one year. (c) The cumulative amount of acquisition or disposal (acquisition and disposal, respectively) of real estate or right-to-use assets of the same development project within one year. (d) The amount of the same securities acquired or disposed of (acquired and disposed of separately) within one year. iii.The one-yearperiod

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	referred to in the second paragraph is based on the date of occurrence of the transaction and extrapolated one year in advance, and the part that has been announced in accordance with the provisions of this procedure shall not be counted again. iv.The Company shall enter the information on derivative transactions entered by the Company and its subsidiaries as of the end of the previous month in the prescribed format on the information reporting website designated by the FSC on or before the 10th of each month. v.If there is an error or omission in the items that should be announced in accordance with the regulations and should be corrected, the Company shall re-announce and report all items within 2 days from the date of knowledge. vi. When the Company acquires or disposes of assets, the Company shall keep the relevant deeds, minutes, docket, valuation reports, and opinions of accountants, lawyers or securities underwriters inthe Companyforat	referred to in the second paragraph is based on the date of occurrence of the transaction and extrapolated one year in advance, and the part that has been announced in accordance with the provisions of this procedure shall not be counted again. iv.The Company shall enter the information on derivative transactions entered by the Company and its subsidiaries as of the end of the previous month in the prescribed format on the information reporting website designated by the FSC on or before the 10th of each month. v.If there is an error or omission in the items that should be announced in accordance with the regulations and should be corrected, the Company shall re-announce and report all items within 2 days from the date of knowledge. vi. When the Company acquires or disposes of assets, the Company shall keep the relevant deeds, minutes, docket, valuation reports, and opinions of accountants, lawyers or securities underwriters inthe Companyforat

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	least five years, unless otherwise required by other laws. vii.Total assets, total shareholders' equity and paid-in capital for the purposes of these Procedures are calculated using the amounts of total assets, total shareholders' equity and paid-in capital in the most recent individual or separate financial statements required by the Guidelines Governing the Preparation of Financial Reports by SecuritiesIssuers.	least five years, unless otherwise required by other laws. vii.Total assets, total shareholders' equity and paid-in capital for the purposes of these Procedures are calculated using the amounts of total assets, total shareholders' equity and paid-in capital in the most recent individual or separate financial statements required by the Guidelines Governing the Preparation of Financial Reports by SecuritiesIssuers.
Article10	When the Company acquires or disposes of real estate, equipment or its right-to-use assets, except for transactions with domestic government agencies, construction on its own land, construction on leased land, or acquisition or disposal of machinery and equipment for business use or its right-to-use assets, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall obtain an appraisal report issued by a professional appraiser prior to the date of occurrence of the fact and comply with the following requirements： i.If,forspecial reasons, a	When the Company acquires or disposes of real estate, equipment or its right-to-use assets, except for transactions with domestic government agencies, construction on its own land, construction on leased land, or acquisition or disposal of machinery and equipment for business use or its right-to-use assets, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall obtain an appraisal report issued by a professional appraiser prior to the date of occurrence of the fact and comply with the following requirements： i.If,forspecial reasons, a	Article 15 was amended to add the requirement that external experts should follow the self-regulatory standards of their respective peer associations and to cover the procedures to be followed by accountants in issuing opinions, and to delete the provision in the first paragraph that accountants should follow Statement on Auditing Standards No. 20 issued by the Accounting Research and Development Foundation of the Republic ofChina.。

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	limited price, a specific price or a special price is used as a reference for the transaction price, the transaction shall be submitted to the board of directors for approval, and if there is a subsequent change in the terms of the transaction, the same applies. ii. If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be requested to appraise the transaction. iii. If the appraisal result of a professional appraiser is one of the following, except when the appraisal result of an acquired asset is higher than the transaction amount or the appraisal result of a disposed asset is lower than the transaction amount, the accountant shall be requested to express a specific opinion on the reason for the difference and the fairness of the transaction price： (a) If the difference between the valuation result and the transaction amount is 20% or more of the transaction amount. (b) If the difference between the appraisal results of two or more professionalappraisers	limited price, a specific price or a special price is used as a reference for the transaction price, the transaction shall be submitted to the board of directors for approval, and if there is a subsequent change in the terms of the transaction, the same applies. ii. If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be requested to appraise the transaction. iii. The appraisal result of a professional appraiser is one of the following, except that the appraisal result of an acquired asset is higher than the transaction amount, or the appraisal result of a disposed asset is lower than the transaction amount，we should engage a certified public accountant to perform the audit in accordance with Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as ARDF)，and expressed specific opinions on the reasons for the differences and the fairness of the

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	reaches 10% or more of the transaction amount. iv.The date of the professional appraiser's report shall not exceed three months from the date of the contract. However, if the current value of the same announcement is applicable and is less than six months old, an opinion may be issued by the original professionalappraiser.	transaction prices： (a) If the difference between the valuation result and the transaction amount is 20% or more of the transaction amount. (b) If the difference between the appraisal results of two or more professional appraisers reaches 10% or more of the transaction amount. iv.The date of the professional appraiser's report shall not exceed three months from the date of the contract. However, if the current value of the same announcement is applicable and is less than six months old, an opinion may be issued by the original professionalappraiser.
Article11	If the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the company shall obtain an opinion from a certified public accountant on the reasonableness of the transaction price prior to the date of occurrence of the fact. However, unless the market price of the securitiesis publicly	When the company acquires or disposes of marketable securities, the company shall obtain the most recent financial statements of the subject company that have been audited or reviewed by a certified public accountant as a reference for evaluating the transaction price, and if the transaction amount reaches20% ofthe	The reason for the amendment is the same as Article 10 Description.

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	quoted in an active market or otherwise specified by the FSC, the company shall request an accountant to express an opinion on the reasonableness of the transaction price prior to the date of issuance.		company's paid-in capital or NT$300 million or more, the company shall consult a certified public accountant prior to the date of the fact to express an opinion on the reasonableness of the transaction price.，if an accountant is required to use an expert report, he or she should follow the provisions of Auditing Release No. 20 issued by the Accounting Research and Development Foundation.However, if the marketable securities are publicly quoted in an active market or as otherwise specified by the FSC, thisisnot the case.
Article12	If the company acquires or disposes of an intangible asset or its right-to-use asset or membership card transaction amounting to 20% or more of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the Company shall consult an accountant prior to the date of issuance to express an opinion on the reasonableness of the transaction price.		If the company acquires or disposes of an intangible asset or its right-to-use asset or membership card transaction amounting to 20% or more of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the Company shall consult an accountant prior to the date of issuance to express an opinion on the reasonableness of the transaction price,the accountants should comply with the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and	The reason for the amendment is the same as Article 10 Description.

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			Development Foundation.
Article15	If the company obtains an appraisal report or an opinion from an accountant, attorney or securities underwriter, such professional appraiser and its appraisers, accountants, attorneys or securities underwriters shall comply with the following requirements： i. Not having been sentenced to imprisonment for a term of more than one year for violation of this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or for criminal conduct in business. However, except for those who have completed execution, probation or pardon and have completed three years of imprisonment. ii.In cases where the parties to the transaction are not related or substantially related to each other. iii.If the Company shall obtain appraisal reports from more than two professional appraisers, the different professional appraisers or appraisers shall not berelated to eachother		If the company obtains an appraisal report or an opinion from an accountant, attorney or securities underwriter, such professional appraiser and its appraisers, accountants, attorneys or securities underwriters shall comply with the following requirements： i. Not having been sentenced to imprisonment for a term of more than one year for violation of this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or for criminal conduct in business. However, except for those who have completed execution, probation or pardon and have completed three years of imprisonment. ii.In cases where the parties to the transaction are not related or substantially related to each other. iii.If the Company shall obtain appraisal reports from more than two professional appraisers, the different professional appraisers or appraisers shall not berelated to eachother	i. Since each trade association to which an outside expert belongs has established relevant regulations for the business it undertakes, such as the self-regulatory regulations related to real estate valuation for the issuance of valuation reports by professional appraisers, the remaining trade associations of outside experts shall also amend the relevant self-regulatory regulations for the issuance of opinions by their own trade or personnel in accordance with the "Practical Guidelines for the Issuance of Opinions by Experts" issued by the Taiwan Stock Exchange Corporation, in order to clarify that outside experts shall In order to clarify the procedures and responsibilities to be followed by outside experts,I

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	or have substantial related parties. When issuing valuation reports or opinions, the aforementioned personnel shall follow the self-regulatory rules of their respective trade associations andthe following matters： i.Before taking up a case, you should carefully assess your professional competence, practical experience and independence. ii.Whenexecutinga case, properly plan and execute the appropriate workflow to form a conclusion and issue a report or opinion based on it; and record the details of the procedures performed, information collected and conclusions drawn in the working papers of the case. iii.Theappropriateness and reasonableness of the data sources, parameters and information used shall be evaluated on a case-by-case basis in order to form the basis for the issuance of an appraisal report or opinion. iv.The declaration should include that the relevant personnel are professional and independent, that the information used has beenassessed to be	or have substantial related parties. When issuing an appraisal report or opinion, the foregoing officer shall comply with the following： i.Before taking up a case, you should carefully assess your professional competence, practical experience and independence。 ii.Wheninvestigatinga case, properly plan and implement the appropriate operational processes to form a conclusion and issue a report or opinion based on it; and record the procedures performed, information collected and conclusions in detail in the case workpapers. iii.The sources, parameters and information used shall be evaluated on a case-by-case basis for completeness, accuracy and reasonableness in order to form the basis for issuing an appraisal report or opinion. iv.The declaration should include that the relevant personnel are professional and independent, that the information used is assessed to be reasonableand correct, and that the relevant laws and regulations are followed.	hereby amend the second preamble to stipulate that professional appraisers and their appraisers, accountants, lawyers, or securities underwriters issuing appraisal reports or opinions shall follow the self-regulatory regulations of their respective peer associations, in addition to the matters listed in the existing second paragraph. ii. In view of the fact that the former external experts, in accordance with the provisions of this Standard, undertake and execute cases of issuing valuation reports or reasonableness opinions, which do not refer to the audit of financial reports, I hereby amend the wording of the second paragraph of the second paragraph of "audit" cases to "execution" cases。 iii.Afterconsidering

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		appropriateand reasonable, and that it complies with relevant laws and regulations.		the actual evaluation of the sources, parameters and information used by the external experts, I would like to amend the wordings of Paragraphs 2.3 and 4.4 with reference to Article 9, Paragraph 4, Item 3.5 of the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the letter of the Accounting Research and Development Foundation of the Republic of China (2014) No. ○○○○○○○298 dated December 25, 2014, and the relevant wordings of Article 27 of SFAS No. 8 regarding the appropriateness andreasonableness of information sources and parameters, in order to conform to the actual situation.。
Article17	The Company acquires or disposes of real estate or its right-to-use assets from a related party, or acquires ordisposes of		The Company acquires or disposes of real estate or its right-to-use assets from a related party, or acquires ordisposes of	i.The third to fourth items of the existing clause are moved to the second to third

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		assets other than real estate or its right-to-use assets with a related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more，Except for trading of domestic bonds, bonds with repurchase or repurchase conditions, and subscription or repurchase of money market funds issued by domestic securities investment trusts，The following informationshould be agreed upon by at least one-half of all members of the Audit Committee first,the transaction contract shall be signed and the payment shall be made only after it has been submitted to the board of directors for approval： i. The purpose, necessity and expected benefits of acquiring or disposing of assets. ii.Reasons for selecting related parties as trading counterparties. iii.Information related to the assessment of the reasonableness of the predetermined transaction terms in accordance with Article 18 and Article 18.1 for the acquisition of real estate or assets with rights of use from related parties.	assets other than real estate or its right-to-use assets with a related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more，Except for trading of domestic bonds, bonds with repurchase or repurchase conditions, and subscription or repurchase of money market funds issued by domestic securities investment trusts，the following information shall be submitted to the board of directors for approval before the transaction contract is signed and payment is made： i. The purpose, necessity and expected benefits of acquiring or disposing of assets. ii.Reasons for selecting related parties as trading counterparties. iii.Information related to the assessment of the reasonableness of the predetermined transaction terms in accordance with Article 18 and Article 18.1 for the acquisition of real estate or assets with rights of use from related parties。	items of the amended clause. ii.Add a fourth item： (a) In order to strengthen the management of related party transactions and to protect the rights of minority shareholders of public companies to express their opinions on transactions between the company and related parties, reference has been made to the regulations in major international capital markets such as Singapore and Hong Kong that require prior approval of the shareholders' meeting for major related party transactions. I hereby stipulate that if a public company or its subsidiary that is not a domestic public company has the first transaction with a related party to acquire or dispose of assets and the amount of the transaction reaches10% or

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		iv.The original acquisition date and price of the related party, the counterparty and its relationship with the company and the related party. v.A cash flow projection for each month of the coming year starting from the month of the contract, and an assessment of the necessity of the transaction and the reasonableness of the use of funds. vi.The appraisal report issued by the professional appraiser obtained in accordance with the provisions of the preceding Article, or the opinion of the accountant. vii.Restrictions and other material covenants of the Transaction。 Between the Company and its subsidiaries, the company acquires or disposes of machinery and equipment for business use orits right-to-use assetsand acquires or disposes of real estate right-to-use assets for business use. If the transaction amount is less than 20% of the Company's paid-in capital, 10% of the Company's total assets, or NT$300 million, the Chairman is authorized to make the decision first and thensubmitit to the		iv.The original acquisition date and price of the related party, the counterparty and its relationship with the Company and the related party. v.A cash flow projection for each month of the coming year starting from the month of the contract, and an assessment of the necessity of the transaction and the reasonableness of the use of funds. vi.The appraisal report issued by the professional appraiser obtained in accordance with the provisions of the preceding Article, or the opinion of the accountant. vii.Restrictions and other material covenants of the Transaction. The calculation of the aforementioned transaction amount shall be made in accordance with Article 8, Paragraph 2, and the said one-year period shall be based on the date of occurrence of the transaction and shall be projected one year backward, and the part that has been submitted to the board of directors for approval in accordance with the provisions of this Standard shall not be counted again. or transactions between the company andits	more of the public company's total assets, the public company shall submit the relevant information to the shareholders' meeting for approval before it can do so. The parent company of the public offering shall do so. (b)In consideration of the overall business planning needs of the public company and its parent company, subsidiaries, or its subsidiaries, and in light of the exemptions of the previous major international capital markets, I hereby relax the exemption of inter-company transactions from shareholders' meeting resolutions in the proviso. (c) In addition, if a material related party transaction is governed by Paragraphs 1 to 3 of Article 185 of the Company Act, the resolution of the shareholders' meeting shallbe

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	most recent Board of Directors for ratification. If the independent directors have any opposing views or reservations, they shall state them in the minutes of the board meeting. If the company or a non-domestic public company has the first transaction, and the transaction amount reaches 10% or more of the company's total assets, the company shall submit the information listed in the first paragraph to the shareholders'meeting for approval before signing the transaction contract and making the payment. However, the company and its subsidiaries, or transactions between subsidiaries, are not subject to this limitation. The calculation of the amount of the first and previous transactions shall be in accordance with the provisions of Article 8, Paragraph 2, and the reference to within one year shall be based on the date of occurrence of this transaction and projected one year backward, and the part that has been submitted to the shareholders'meeting and the board of directors for approval in accordance with the provisions of this Standard shall be exempted from further calculation.	subsidiaries involving the acquisition or disposal of machinery and equipment for business use and the acquisition or disposal of real estate assets for business use, if the transaction amount is less than 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million, the Chairman is authorized to make the decision first and then submit it to the most recent Board of Directors for ratification. If the independent directors have any opposing views or reservations, they shall state them in the minutes of the board meeting.	made in accordance with the special resolution of Article 185 of the Company Act, and the aforementioned matter and the relevant provisions of the Company Act shall be followed. iii.The second item of the existing Article is moved to the sixth item of the amended Article, and with the addition of the fifth item, the calculation of the amended transaction amount is included in the transaction amount submitted to the shareholders' meeting. The transaction amount is included in the transaction amount submitted to the shareholders' meeting for approval.

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Annex V

Southeast Cement Corporation Comparison Table of Amendments to the “Articles of Association”

	Association”
Amended Article	Pre-Amendment Clause	Pre-Amendment Clause
Article 10-1:The Company's shareholders' meetings may be held by video conference or other means as announced by the Ministry of Economic Affairs.		i. This article adds . ii. Article 172 bis of the Company Law was amended on December 29, 2021, to provide that the video conference of shareholders' meetings shall be held in accordance with the provisions of the first paragraph of this article, and that the articles of incorporation shall provide that the shareholders' meetings shall be held by video conference or by announcement of the central competent authority, i.e., the Ministry of Economic Affairs. In order to comply with the policy of the competent authorities to promote video shareholders' meetings and to provide shareholders with convenient channels to participate in shareholders' meetings in response to the needs of the digital era, the regulations stipulate that the

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		Company's shareholders' meetings may be held by video conference or other means announced by the Ministry of Economic Affairs, and I hereby add Article 10-1.
Article 41： Above omitted The sixty ninth revision was made on June 28, 2022.	Article 41： Above omitted	Specify the date of this amendment to the Articles of Incorporation.

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Annex V I

Southeast Cement Corporation Comparison Table of Amendments to “Rules of Procedure of Shareholders’ Meeting”


Amended Article	Pre-Amendment Clause	Explanation
Article 2:Unless otherwise provided by laws and regulations, the shareholders' meeting of the company shall be convened by the board of directors. Changes in the manner of holding shareholders'meetings shall be resolved by the board of directors and shall be made at the latest before the notice of shareholders'meetings is sent. The company shall, 30 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, submit the notice of the shareholders’ meeting, the form for the power of attorney, and the contents and explanations of relevant motions for approval, matters for discussion, election or dismissal of directors and independent directors, etc. and make them into an electronic file and send it to the MOPS. 21 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, the meeting handbook and supplementary materials of the meeting shall be prepared and sent to the MOPS. Fifteen days before the shareholders’ meeting, prepare the meeting handbook and supplementary materials for the shareholders'	Article 2:Unless otherwise provided by laws and regulations, the shareholders' meeting of the company shall be convened by the board of directors. The company shall, 30 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, submit the notice of the shareholders’ meeting, the form for the power of attorney, and the contents and explanations of relevant motions for approval, matters for discussion, election or dismissal of directors and independent directors, etc. and make them into an electronic file and send it to the MOPS. 21 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, the meeting handbook and supplementary materials of the meeting shall be prepared and sent to the MOPS. Fifteen days before the shareholders’ meeting, prepare the meeting handbook and supplementary materials for the shareholders' meeting for shareholders' review at any time, and display them on the company and the professional stock affairs agency appointed by the company, and distribute them on-site at the shareholders’	Inconjunction with the promulgation for amendmentsof the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” .

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meeting for shareholders' meeting. The notice and review at any time, and display announcement shall specify the them on the company and the reason for convening the professional stock affairs meeting. agency appointed by the Election or dismissal of company, and distribute them directors and independent on-site at the shareholders’ directors, changes to articles of meeting. The notice and association, capital reduction, announcement shall specify the application for suspension of reason for convening the public offerings, directors’ meeting. competition approval, capital The aforementioned handbook increase from earnings, capital and meeting the company shall increase from legal reserve, provide the shareholders with company dissolution, merger, the following information on division, or circumstances in the date of the shareholders'' paragraph 1, Article 185 of the meeting: Company Act, Article 26-1 and i. In the case of a physical Article 43-6 of the Securities shareholders' meeting, they shall and Exchange Act, and Article be distributed on site at the 56-1 and Article 60-2 of the shareholders' meeting. Regulations Governing the ii. When a video-assisted Offering and Issuance of shareholders' meeting is held, it Securities by Securities Issuers shall be distributed onsite at the shall be listed and explained in shareholders' meeting and the reason for the convening, transmitted to the video and shall not be proposed as an conference platform via extraordinary motion; the main electronic files. content may be placed on the iii. When a video shareholders' website designated by the meeting is held, the electronic securities authority or the file shall be sent to the video company, and its URL shall be conference platform. stated in the notice. Election or dismissal of If the reasons for convening the directors and independent shareholders’ meeting have directors, changes to articles of been stated for the full association, capital reduction, re-election of directors and the application for suspension of appointment date, then after the public offerings, directors’ election at the shareholders’ competition approval, capital meeting, the appointment date increase from earnings, capital shall not be further changed by increase from legal reserve, an extraordinary motion or company dissolution, merger, other methods at the same division, or circumstances in meeting.

The aforementioned handbook and meeting the company shall provide the shareholders with the following information on the date of the shareholders'' meeting:

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paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed and explained in the reason for the convening, and shall not be proposed as an extraordinary motion; the main content may be placed on the website designated by the securities authority or the company, and its URL shall be stated in the notice.

Shareholders who hold more than one percent of the total number of shares in issue may submit a proposal to the company's general shareholders’ meeting. The proposal is limited to one item, and any proposal with more than one item shall not be included in the proposal. However, if the shareholders' proposal is to urge the company to promote the public interest or fulfill its social responsibilities, then the board

responsibilities, then the board of directors may still include it in the proposal. In addition, the board of directors may not include the proposal if the shareholder’s proposal has one of the conditions in paragraph 4, Article 172-1 of the Company Act. Shareholders may submit proposals to urge the company to promote public interests or fulfill its social responsibilities. According to Article 172-1 of the Company Act, the number of such proposals shall be limited to one, and any proposals more than one shall not be included. The company shall announce the acceptance of shareholders’ proposals via written or electronic means and the acceptance location and period before the share transfer suspension date for the general shareholders’ meeting; the acceptance period shall not be less than 10 days. A proposal by a shareholder

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of directors may still include it in the proposal. In addition, the board of directors may not include the proposal if the shareholder’s proposal has one of the conditions in paragraph 4, Article 172-1 of the Company Act. Shareholders may submit proposals to urge the company to promote public interests or fulfill its social responsibilities. According to Article 172-1 of the Company Act, the number of such proposals shall be limited to one, and any proposals more than one shall not be included. The company shall announce the acceptance of shareholders’ proposals via written or electronic means and the acceptance location and period before the share transfer suspension date for the general shareholders’ meeting; the acceptance period shall not be less than 10 days. A proposal by a shareholder shall be limited to 300 characters, and anything exceeding 300 characters shall not be included in the proposal; the proposing shareholder shall attend the shareholders’ meeting in person or entrust another person to attend and participate in the discussion of the proposal. The company shall notify the proposing shareholder of the result of the resolution before the notice day of the shareholders’ meeting,and list	shall be limited to 300 characters, and anything exceeding 300 characters shall not be included in the proposal; the proposing shareholder shall attend the shareholders’ meeting in person or entrust another person to attend and participate in the discussion of the proposal. The company shall notify the proposing shareholder of the result of the resolution before the notice day of the shareholders’ meeting, and list the proposals that conform to the provisions of this article in the meeting notice. For shareholder proposals that are not included, the board of directors shall explain the reasons for not being included in the shareholders’ meeting.

58 -

the proposals that conform to the provisions of this article in the meeting notice. For shareholder proposals that are not included, the board of directors shall explain the reasons for not being included in the shareholders’ meeting. Article 3:The shareholders referred to in these rules mean the shareholders themselves and their proxies entrusted to attend. At each shareholders’ meeting, the shareholder may issue a power of attorney issued by the company specifying the scope of authorization, and appoint a proxy to attend the meeting. Each shareholder is limited to issuing one power of attorney and entrusting one person. The power of attorney shall be delivered to the company five days before the shareholders’ meeting. If the power of attorney is repeated, the first one that is delivered shall prevail. However, this does not apply to those which declare to revoke the previous entrustment. After the power of attorney is delivered to the company, shareholders who wish to attend the shareholders’ meeting in person shall give the company a written notice of the cancellation of the entrustment at least two days before the shareholders’ meeting; if the cancellation is overdue, the voting rights of the entrusted proxy shall

Article	3:The shareholders referred to in	As above.
	these rules mean the
	shareholders themselves and
	their proxies entrusted to attend.
	At each shareholders’ meeting,
	the shareholder may issue a
	power of attorney issued by the
	company specifying the scope
	of authorization, and appoint a
	proxy to attend the meeting.
	Each shareholder is limited to
	issuing one power of attorney
	and entrusting one person. The
	power of attorney shall be
	delivered to the company five
	days before the shareholders’
	meeting. If the power of
	attorney is repeated, the first
	one that is delivered shall
	prevail. However, this does not
	apply to those which declare to
	revoke the previous
	entrustment.
	After the power of attorney is
	delivered to the company,
	shareholders who wish to attend
	the shareholders’ meeting in
	person shall give the company a
	written notice of the
	cancellation of the entrustment
	at least two days before the
	shareholders’ meeting; if the
	cancellation is overdue, the
	voting rights of the entrusted
	proxyshallprevail.

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prevail. If a shareholder wishes to attend a shareholders' meeting by video after the proxy form has been delivered to the company, who shall give written notice of revocation to the company two days prior to the shareholders' meeting; if revoke after that date, the proxy shall be the one who attends and exercises the right to vote. Article 4:The company shall specify in the meeting notice the time and location of the shareholder, the requester and the proxy registration, and other matters that should be noted. The time for accepting the registration of shareholders in the preceding paragraph shall be handled at least 30 minutes before the start of the meeting; the registration location shall be clearly marked, and adequately qualified personnel shall be dispatched to handle the registration;registration for the video conference should be accepted at the video conference platform at least 30 minutes before the commencement of the meeting and shareholders who have completed the registration are deemed to be present in person at the meeting. The shareholdershall present the attendance certificate, sign-in card or other attendance documents to attend the shareholders’ meeting. The companyshall not arbitrarily	Article 4:The company shall specify in the meeting notice the time and location of the shareholder registration, and other matters that should be noted. The time for accepting the registration of shareholders in the preceding paragraph shall be handled at least 30 minutes before the start of the meeting; the registration location shall be clearly marked, and adequately qualified personnel shall be dispatched to handle the registration. The shareholderhimself or the proxy entrusted by the shareholder (hereinafter jointly referred to as the shareholder) shall present the attendance certificate, sign-in card or other attendance documents to attend the shareholders’ meeting. The company shall not arbitrarily add other certification documents to the documents required for the shareholders to attend. The solicitor of the power of attorney shall bring identification documents for verification.	As above.

60 -

add other certification documents to the documents required for the shareholders to attend. The solicitor of the power of attorney shall bring identification documents for verification. Attending shareholders shall wear attendance certificates and hand in the sign-in card to sign in.

The company shall deliver the meeting handbook, annual report, attendance certificate, speech slips, voting ballots and other meeting materials to shareholders attending the shareholders’ meeting; if there is an election of directors (including independent directors), additional election ballots shall be attached. When the government or legal person is a shareholder, the number of representatives present at the shareholders’ meeting is not limited to one. When a legal person is entrusted to attend the shareholders’ meeting, only one representative may be appointed to attend. If a shareholders' meeting is convened by video conference, shareholders wishing to attend by video should register with the company two days prior to the meeting. If a shareholders' meeting is held by video conference, the company shall upload the meeting booklet, annual

Attending shareholders shall wear attendance certificates and hand in the sign-in card to sign in.

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	report and other relevant
	information to the video
	conference platform at least
	30 minutes before the start of
	the meeting and continue to
	disclose them until the end of
	the meeting.
Article	4-1:Shareholders'meeting video
	conference shall be convened
	by the company with	the
	following particulars set	out
	in the notice convening	the
	general meeting:
	i. Participation	of
	shareholders in video
	conferences and methods	of
	exercising their rights.
	ii. The manner in which	the
	video conferencing platform
	or participation by means	of
	video is hindered by acts	of
	God, events or other force
	majeure, including at least	the
	following:
	(a)The time at which	a
	meeting is adjourned	or
	postponed because of	the
	persistence of an impediment
	to its commencement and, if
	adjourned or postponed,	the
	date of the meeting.
	(b)Shareholders who have	not
	registered to attend	the
	original general meeting	by
	video are not allowed	to
	attend the adjourned	or
	reconvened meeting.
	(c)If a video-assisted
	shareholders'meeting cannot
	be adjourned, the meeting
	shall be continued if the total
	number of shares present
	reaches the quorum for	the

Provisions added.

62 -

meeting after deducting the number of shares present for the video-assisted shareholders'meeting, and the number of shares present for the video-assisted shareholders shall be counted as the total number of shares present for all motions at the meeting and shall be deemed to be abstained. (d)In the event that all the motions have been declared and no provisional motion has been moved, the manner of Handling. iii.A video shareholder meeting should be convened and should include appropriate alternatives for shareholders who have difficulty participating in the meeting by video. Article 5:The shareholders’ meeting shall be held at the location of the company or at a place convenient for shareholders to attend and suitable for the shareholders’ meeting. The meeting start time shall be between 9 am and 3 pm. The Company convene a video shareholders'meeting shall not be bound by the foregoing restrictions as to the place of holding. Article 7:The company shall record and videotapethe entire process of shareholders’registration, the conduct of the meeting and the counting of votes continuously from the time of receiving the shareholders'registration.	Article 5:The shareholders’ meeting shall be held at the location of the company or at a place convenient for shareholders to attend and suitable for the shareholders’ meeting. The meeting start time shall be between 9 am and 3 pm. Article 7:The entire process of the shareholders’meeting shall be audio or video recorded. The recording above shall be kept for at least one year. However, if a shareholder initiates a lawsuit in accordance	Same as the amendment to Article 2. As above.

63 -

The recording above shall be kept for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Act, the recording shall be kept until the end of the lawsuit. If a shareholders'meeting is held by video conference, the company shall keep records of the registration, register, attendance, questions, voting and the results of the company's vote count of the shareholders, and shall record and video tape the entire video conference continuously and without interruption. The foregoing information and audio recordings shall be kept by the company for the duration of the continuance and shall be made available to the person to whom the video conference is entrusted for retention. If a shareholders'meeting is held by video conference, the company is advised to record the backend interface of the video conferencing platform. Article 8:The number of attending shares is calculated based on the number of shares represented by the sign-in cards from the attending shareholders or the shareholders’ proxiesand the number of reported to the video conferencing platform,plus the number of shares of shareholders exercising their voting rights in writing or electronically.	with Article 189 of the Company Act, the recording shall be kept until the end of the lawsuit. Article 8:The number of attending shares is calculated based on the number of shares represented by the sign-in cards from the attending shareholders or the shareholders’ proxies, plus the number of shares of shareholders exercising their voting rights in writing or electronically. The chairman shall call the meetingto order at the	As above.

64 -

The chairman shall call the meeting to order at the specified meeting time, and publish the information on the number of non-voting rights and the number of shares present. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a meeting postponement, provided that the number of such postponement is no more than two, and the total time no more than 1 hour. If the attending shareholders still do not represent one third of the total number of issued shares after two postponements, the chairman shall declare the meeting aborted; if a shareholders' meeting is held by video conference, the company shall also announce the meeting aborted on the video conference platform of the shareholders' meeting. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act, and all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month; if a shareholders'

specified meeting time, and publish the information on the number of non-voting rights and the number of shares present. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a meeting postponement, provided that the number of such postponement is no more than two, and the total time no more than 1 hour. If the attending shareholders still do not represent one third of the total number of issued shares after two postponements, the chairman shall declare the meeting aborted. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act, and all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for voting by the shareholders’ meeting pursuant to Article 174

65 -

meeting is convened by video conference, shareholders who wish to attend by video shall re-register with the company in accordance with Article 4. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for voting by the shareholders’ meeting pursuant to Article 174 of the Company Act. Article 12-1:The shareholders'meeting is convened by video conference, shareholders participating by video may ask questions by text on the video conference platform after the chairman announces the opening of the meeting and before the meeting is adjourned, and the number of questions shall not exceed two for each motion, and each time shall be limited to 200 words. Not applicable to the provisions of Articles 10 to 12. If the aforementioned question does not violate the regulations or is within the scope of the motion, it is appropriate to disclose the question on the video conference platform of the shareholders'meeting. Article 14:Vote scrutinizing and counting personnel for the voting on a motion, if required, shall be appointed by the chairman, provided that all the scrutinizing	of the Company Act. Article 14:Vote scrutinizing and counting personnel for the voting on a motion, if required, shall be appointed by the chairman, provided that all the	Provisions added. Same as the amendment to Article 2.

66 -

personnel shall be shareholders of the company. The counting of votes for a shareholders'meeting or an election proposal shall be conducted in an public place on the floor of the shareholders' meeting, and the voting results, including the number of votes counted, shall be announced and recorded on the spot after the counting of votes is completed. Article 16:Except in the circumstances otherwise provided for in Paragraph 2, Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession. When the company convenes a shareholder meeting, it shall adopt electronic means and may adopt a written method for the exercise of voting rights. When the voting right is exercised in writing or electronically, the exercise method shall be stated in the meeting notice. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the exercise of voting rights for extraordinary motions and amendments to the original motions of the shareholders’ meeting shall be deemed as abstentions; therefore, the company shall avoid proposing extraordinary motions and amendments to	personnel shall be shareholders	scrutinizing personnel shall be shareholders of the company. Article 16:Except in the circumstances otherwise provided for in Paragraph 2, Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession. When the company convenes a shareholder meeting, it shall adopt electronic means and may adopt a written method for the exercise of voting rights. When the voting right is exercised in writing or electronically, the exercise method shall be stated in the meeting notice. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the exercise of voting rights for extraordinary motions and amendments to the original motions of the shareholders’ meeting shall be deemed as abstentions; therefore, the company shall avoid proposing extraordinary motions and amendments to	As above.
	of the company.
	The counting of votes for a
	shareholders'meeting or an
	election proposal shall be
	conducted in an public place on
	the floor of the shareholders'
	meeting, and the voting results,
	including the number of votes
	counted, shall be announced and
	recorded on the spot after the
	counting of votes is completed.

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the original motions. When the voting right is exercised in writing or electronically, the expression of intention shall be delivered to the company two days before the shareholders’ meeting. If the expression of intention is repeated, the first one that is delivered shall prevail. However, this does not apply to those which declare to revoke the previous expression of opinions. After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person or attend by video, they shall revoke their expression of intention to exercise the voting rights in the preceding paragraph two days before the shareholders’ meeting, otherwise the voting rights exercised in writing or electronically shall prevail for late revocation. If voting rights are exercised in writing or electronically and a proxy is entrusted to attend the shareholders’ meeting with a power of attorney, the voting rights exercised by the entrusted proxy shall prevail. The voting of the motion shall be passed with the approval of a majority of the voting rights of the shareholders present, unless otherwise stipulated in the Company Act and the articles of

the original motions. When the voting right is exercised in writing or electronically, the expression of intention shall be delivered to the company two days before the shareholders’ meeting. If the expression of intention is repeated, the first one that is delivered shall prevail. However, this does not apply to those which declare to revoke the previous expression of opinions. After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person, they shall revoke their expression of intention to exercise the voting rights in the preceding paragraph two days before the shareholders’ meeting, otherwise the voting rights exercised in writing or electronically shall prevail for late revocation. If voting rights are exercised in writing or electronically and a proxy is entrusted to attend the shareholders’ meeting with a power of attorney, the voting rights exercised by the entrusted proxy shall prevail. The voting of the motion shall be passed with the approval of a majority of the voting rights of the shareholders present, unless otherwise stipulated in the Company Act and the articles of association of the

68 -

	association of the company. When voting, the chairman or his designated person shall announce the total voting rights of the shareholders present, and then the shareholders shall vote on a case-by-case basis. On the day after the shareholders’ meeting, the results of shareholders’ approval, opposition and abstention shall be entered into the MOPS. When a video conference for shareholders is convened by the Company,shareholders participating by video conferencing in the shareholders'meeting should vote on all motions and election motions through the video conferencing platform after the Chairman has announced the opening of the meeting, and should complete the voting before the Chairman announces the close of the voting, and any delay is deemed to be an abstention. The shareholders'meeting is convened by video conference, a single count shall be made and the results of the voting and election announced after the Chairman has announced the close of the poll. When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the	company. When voting, the chairman or his designated person shall announce the total voting rights of the shareholders present, and then the shareholders shall vote on a case-by-case basis. On the day after the shareholders’ meeting, the results of shareholders’ approval, opposition and abstention shall be entered into the MOPS.

69 -

meeting by video in accordance with Article 4 and wish to attend the physical shareholders'meeting in person shall cancel their registration in the same manner as their registration two days prior to the shareholders'meeting; if they cancel afterwards, they may attend the shareholders' meeting by video only. A person who has exercised his or her voting rights in writing or by electronic means and has not cancelled his or her intention to participate in a shareholders' meeting by video means shall not exercise his or her voting rights on the original motion or to propose amendments to the original motion or to exercise his or her voting rights on amendments to the original motion, except in the case of an provisional motion. Article 19:The resolutions of the shareholders’ meeting of the company shall be recorded into minutes and signed or stamped by the chairman, and distributed to the shareholders within 20 days after the meeting. For the distribution of the minutes of the preceding paragraph, the company may enter the minutes into the MOPS for public announcement. The minutes shall record the year,month,day,venue,	Article 19:The resolutions of the shareholders’ meeting of the company shall be recorded into minutes and signed or stamped by the chairman, and distributed to the shareholders within 20 days after the meeting. For the distribution of the minutes of the preceding paragraph, the company may enter the minutes into the MOPS for public announcement. The minutes shall record the year,month,day,venue,	As above.

70 -

	name of the chairman, resolution method, key points of the proceedings, and voting results (including statistical weights) of the meeting. When there is an election of directors, the number of voting rights won by each candidate shall be disclosed. During the existence of the company, the minutes shall be kept permanently. The shareholders'meeting is convened by video conference, the minutes of the meeting shall, in addition to the matters required to be recorded in accordance with the preceding paragraph, also record the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and the minutes, and the manner and circumstances in which the video conference platform or the participation by means of video conferencing is impeded due to natural disasters, events or other force majeure. In addition to the foregoing, the Company shall convene a video shareholders'meeting and shall state in the minutes of the meeting the alternative measures available to shareholders who have difficulty in participating in the meeting by video means.	name of the chairman, resolution method, key points of the proceedings, and voting results (including statistical weights) of the meeting. When there is an election of directors, the number of voting rights won by each candidate shall be disclosed. During the existence of the company, the minutes shall be kept permanently.

71 -

Article 20:The number of shares represented by shareholders’ proxiesand the number of shares attended by shareholders in writing or by electronic meansshall be clearly disclosed in a statistical table prepared in the prescribed format on the day of the shareholders’ meeting, the shareholders' meeting is held by video conference,the Company shall upload the aforesaid information to the video conference platform of the shareholders'meeting at least 30 minutes prior to the commencement of the meeting and continue to disclose it until the end of the meeting. When the company convenes a video conference of shareholders, the total number of shares of shareholders present shall be disclosed on the video conference platform when the meeting is announced. Article 23: The shareholders' meeting is convened by video conference, the Company shall disclose the voting results and election results of each motion on the video conference platform of the shareholders' meeting immediately after the close of the poll and shall continue to do so for	Article 20:The number of shares represented by shareholders’ proxies shall be clearly disclosed in a statistical table prepared in the prescribed format on the day of the shareholders’ meeting.	As above. Provisions added.

72 -

	at least 15 minutes after the
	Chairman has declared the
	meeting adjourned.
Article	24:The Chairman and the recorder
	shall be present at the same
	place in the State when the
	Company holds a video
	general meeting and the
	Chairman shall announce
	the address of such place at
	the time of the meeting.
Article	25: If a shareholders'meeting is
	held by video conference,
	the Company may provide
	a simple connection test for
	shareholders before the
	meeting and provide
	relevant services
	immediately before and
	during the meeting to assist
	in dealing with technical
	problems of
	communication.
	If a shareholders'meeting
	is convened by video
	conference, the chairman
	shall announce separately
	at the time of the
	announcement of the
	meeting that, except for the
	cases specified in
	paragraph 4, Article 44-20
	of the Criteria
	Governing Handling of
	Stock Affairs by Public
	Stock Companies that do
	not require the
	adjournment or
	continuation of the
	meeting, if, before the
	chairman announces the
	adjournment of the
	meeting, an impediment to

Provisions added. Provisions added.

73 -

participation on the video
conference platform or by
means of video conference
occurs due to an act of
God, an event or other
force majeure that lasts for
more than 30 minutes, the
meeting shall be adjourned
within five days The
provisions of Article 182 of
the Company Act shall not
apply to the date of
adjournment or
continuation of the
meeting.
In the event of an
adjournment or
continuation of a meeting,
no member who has not
registered to attend the
original general meeting by
video shall be entitled to
attend the adjourned or
continuation meeting.
If a shareholder who has
registered to attend the
original shareholders'
meeting by video message
and has completed
reporting for the adjourned
or continuation meeting in
accordance with the
provisions of paragraph 2
does not attend the
adjourned or continuation
meeting, the number of
shares present at the
original shareholders'
meeting and the voting
rights and election rights
exercised shall be counted
as the total number of
shares, voting rights and

74 -

	election rights of the shareholders present at the adjourned or continuation meeting. In the event of an adjournment or continuation meeting in accordance with the provisions of paragraph 2, it shall not be necessary to discuss and resolve again any motion for the completion of polling and counting of votes and the announcement of voting results or the election of directors or supervisors. In the event that the company convenes a video-assisted shareholders'meeting and is unable to continue the video conference in accordance with paragraph 2, if the total number of shares present, after deducting the number of shares present at the shareholders'meeting by video means, still reaches the quorum for the shareholders'meeting, the shareholders'meeting shall continue without any adjournment or continuation of the meeting as provided in paragraph 2. In the event that the foregoing shall continue, the number of shares present at the meeting shall be counted as the total number of shares present for the purpose of the

75 -

shareholders participating
in the meeting by way of
video, and only for all
motions at that meeting
shall be deemed to be
abstained from voting.
If the company adjourns or
continues a meeting in
accordance with paragraph
2, it shall comply with the
provisions set forth in
paragraph 4, Article 44-20
of the Criteria
Governing Handling of
Stock Affairs by Public
Stock Companies, and shall
complete the relevant
preliminaries in accordance
with the date of the original
shareholders'meeting and
the provisions of each
Article.
The period specified in the
latter part of Article 12 and
paragraph3 of Article 13
of the Rules Governing the
Use of Proxies for
Attendance at Shareholder
Meetings of Public
Companies, paragraph 2 of
Article 44-5, paragraph 15
of Article 44 and paragraph
1 of Article 44-17 of the
Criteria Governing
Handling of Stock Affairs
by Public Stock
Companies, the company
shall postpone or renew the
date of the shareholders'
meeting in accordance with
the provisions of paragraph
2.

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Article 26:When the Company convenes a video shareholders' meeting, appropriate alternative measures shall be provided for those shareholders who have difficulty attending the meeting by video. Article 27:The rules and any amendments hereto shall be implemented after adoption by the shareholders’ meeting. The same procedure applies to the revision. Omitted below The tenth revision was made in the general shareholders’ meeting on June 28, 2022.		Article 23:The rules and any amendments hereto shall be implemented after adoption by the shareholders’ meeting. The same procedure applies to the revision. Omitted below	Provisions added. Amendment sequence.

77 -

Annex VII

Southeast Cement Corporation Comparison Table of Amendment to the “Rules for Election of Directors”

Article		Amended Article		Pre-Amendment Clause	Explanation
Article 6 Article 10		The elector shall state the name of the electeeand the candidate numberin the "Elected" column of the ballot paper according to the list of candidates for directors and independent directors respectively. However, if the government or corporate shareholder is the "electee", the name of the government or corporateshareholder and the candidate numbershould be listed in the "electee" column of the ballot. An election ballot shall be invalid if one of the following circumstances applies. i. If the election ballot specified in Article 5 of these Regulations is not used. ii. The person who puts a blank ballot paper into the ballot box. iii. If more than two		The elector shall state the name of the electee the shareholder's account number or ID card numberin the "Elected" column of the ballot paper according to the list of candidates for directors and independent directors respectively. However, if the government or corporate shareholder is the "electee", the name of the government or corporate shareholder and the candidate number should be listed in the "electee" column of the ballot,and where there are several nominees, the names of the nominees should be added separately. An election ballot shall be invalid if one of the following circumstances applies. i. If the election ballot specified in Article 5 of these Regulations is not used. ii. The person who puts a blank ballot paper into the ballot box. iii. If more than two electors are	In accordance with Order No. 1080311451 issued by the FSC on April 25, 2019, a candidate nomination system shall be adopted for the election of directors and supervisors of listed (over-the-counter ) companies from 2021 onwards, whereby shareholders shall elect candidates for directorship from a list of candidates. It is unnecessary to use the shareholders' account number or ID card number as a means of identifying the candidates. In accordance with Order No.

78 -

		electors are listed on the same ballot paper. iv. Any person who writes other words in addition to the name of the person to be elected orthe candidate number. v. The handwriting is blurred, illegible or altered. vi. The name of the person to be elected,the candidate number is missing or does not correspond to the list of candidates. vii. Those who tear up ballot papers to make them incomplete. viii. The elected director or independent director is not included in the list of candidates for election as director or independent director.	iv. v. vi. vii. viii.	listed on the same ballot paper. Any person who writes other words in addition to the name of the person to be electedand the shareholder's account number or identity card number. The handwriting is blurred, illegible or altered. The name of the person to be elected isthe same as that of other shareholders, but the shareholder's account number or identity card number is not filled in to distinguish the person from others. Those who tear up ballot papers to make them incomplete. The elected director or independent director is not included in the list of candidates for election as director or independent director.	1080311451 issued by the FSC on April 25, 2019, a candidate nomination system shall be adopted for the election of directors and supervisors of listed (over-the-counter ) companies from 2021 onwards, whereby shareholders shall elect candidates for directorship from a list of candidates. It is unnecessary to use the shareholders' account number or ID card number as a means of identifying the candidates.

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Appendix I

Articles of Association, Southeast Cement Corporation

Revised on Aug 27, 2021

Chapter I General Provisions

Article 1: The company is named Southeast Cement Corporation in accordance with the Company Act on its provisions concerning the naming of organization.
Article 2: The businesses operated by our company are as follows:
１‧C901030 Cement manufacturing.
２‧B202010 Non-metallic mining.
３‧C901040 Ready-mixed concrete manufacturing.
４‧C901050 Cement and concrete product manufacturing.
５‧H701010 Housing and building development and rental.
６‧H701040 Specific area development.
７‧H701060 New towns, new community development.
８‧H703100 Real estate leasing.
９‧J101040 Waste treatment.
１０‧F111090 Building materials wholesale.
１１‧F211010 Building materials retail.
１２‧CD01010 Ship and parts manufacturing.
１３‧CD01020 Rail vehicles and parts manufacturing.
１４‧A201040 Forest recreation area management.
１５‧J701020 Amusement park.
１６‧ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
１７‧C901990 Manufacturing of other non-metallic mineral products.
Article 3: The company has its head office located in Kaohsiung and a plant at No. 1, Pingshan Lane, Nanzi District, Kaohsiung. If necessary, branches, business offices or plants may be established at home and abroad by resolution of the board meeting.
Article 4: The company’s announcement method is in compliance with Article 28 of the Company Act.

Chapter II Shares

Article 5: The capital of the company is rated at NT$8 billion, divided into 800 million shares, at NT$10 per share. The unissued shares shall be issued in different trenches according to the business needs of the company.
Article 6: The shares of the company are all registered, and are issued with the signatures or seals of directors representing the company, numbered and legally certified. The company may also issue shares without printing physical share certificates.
Article 7: The shareholder or legal agent shall fill in a seal card and keep it at the company
80 -

for reference. The seal on the seal card shall be used for any transaction document with the company for exercise of the rights of shares.

Article 8: The company shall, unless otherwise provided by other laws or regulations, handle stock affairs in accordance with the provisions of the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the competent authority.
Article 9: The title transfer of the shares shall be suspended within 60 days before the general shareholders’ meeting, 30 days before the extraordinary shareholders’ meeting or five days before the ex-date of the company’s decision to distribute dividends, bonuses or other interests.

Chapter III Shareholders’ Meeting

Article 10: The shareholders’ meeting is divided into two types: the general shareholders’ meeting and the extraordinary shareholders’ meeting. The general shareholders’ meeting shall be convened once a year within six months after the end of each accounting year, and the extraordinary shareholders’ meeting shall be convened when necessary.
Article 11: The shareholders shall be notified of the date, place and the cause of the meeting 30 days before the convening of the general shareholders’ meeting and 15 days before the convening of the extraordinary shareholders’ meeting.
Article 12: If a shareholder is unable to attend the shareholders’ meeting for some reason, he may issue a power of attorney in the form printed by the company to specify the scope of authorization, and entrust an agent to attend. However, when a person, other than a trust enterprise or a stock agency approved by the securities authority, is at the same time entrusted by two or more shareholders, the voting rights of the proxy shall not exceed 3% of the total voting rights of all shares issued, otherwise the excessive voting rights shall not be counted.
If the power of attorney above is repeated, the first one that is delivered shall prevail. However, this does not apply to those which declare to revoke the previous entrustment.
Article 13: The chairman shall preside over the shareholders’ meeting. When the chairman is on leave or unable to perform his duties for some reason, the vice chairman shall act as his proxy. When the vice chairman is also on leave or unable to perform his duties for some reason, the directors shall elect one among themselves as the deputy.
Article 14: The resolutions of a shareholders’ meeting shall, unless otherwise provided by the Company Act or the company’s articles of incorporation, be adopted by a majority vote of the shareholders or proxies present, who represent more than half of the total number of shares issued.
Article 15: For the shareholders of the company, each share has one voting right, and the voting right less than one shall not be counted.
Article 15-1: When the company convenes a shareholders’ meeting, electronic means shall be listed as one of the channels for exercising voting rights, and the
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method of the exercise shall be stated in the notice of the shareholders’ meeting. Shareholders who exercise voting rights electronically are deemed to have attended the shareholders’ meeting in person. However, the exercise of voting rights for extraordinary motions and the amendments to the original motions of the shareholders’ meeting shall be deemed as abstention. The relevant exercise methods are handled in accordance with the Company Act and the regulations of the competent authority.

Article 16: The resolutions of the shareholders’ meeting of the company shall be recorded into minutes, and Article 183 of the Company Act shall be followed for the distribution and retention of the minutes.

Chapter IV Directors, Supervisors and Important Staff

Article 17: The company has seven to eleven directors, who are selected by the shareholders’ meeting among people with capacity for conduct. The total number of shares of the company’s registered shares held by all directors of the company shall be set in accordance with the standards promulgated by the competent authority.
When the shareholders’ meeting elects directors, each share has the same voting rights as the number of directors to be elected. The shareholder may elect one person with all his voting rights, or have the voting rights distributed among a number of persons. The candidates who win votes with more voting rights are elected as directors.
Among the number of directors to be elected for each term in accordance with the first paragraph, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors to be elected. The independent directors’ professional qualifications, shareholdings and restrictions on part-time employment, determination of independence, methods of nomination and other matters to be followed shall be in accordance with the relevant provisions of the Securities and Exchange Act. The candidate nomination system is adopted for the election of the company’s directors (including independent directors), and shareholders shall make the selection from the list of candidates. Directors and independent directors shall be nominated separately, and the election shall be conducted together, with the number of elected positions calculated separately.
Article 17-1: The company has established the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. Except for the functions and powers in paragraph 4, Article 14-4 of the Securities and Exchange Act, the Audit Committee is responsible for the exercise of powers of the supervisor as in the Company Act, the Securities and Exchange Act and other laws and regulations. The Audit Committee’s exercise of powers, organizational procedures and other matters to be complied with shall be handled in accordance with the Securities and Exchange Act and other relevant laws or company regulations.
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Article 18: The chairman of the board of directors shall be elected from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The same method above shall be employed for the election of a vice chairman. The chairman of the board of directors shall externally represent the company and internally take care of the resolutions of board meetings and all other matters.
Article 19: For the convening of the board meeting, except for the first meeting of each term, which is convened by the director who wins the votes representing the most voting rights, the subsequent meetings are convened by the chairman of the board who shall also be the chairman. When the chairman is on leave or unable to perform his duties for some reason, the vice chairman shall act as his proxy. When the vice chairman is also on leave or unable to perform his duties for some reason, the directors shall elect one among themselves as the deputy.
Article 20: The term of the directors is three years, and those who are reelected may serve another term. If the term expires and an reelection is not possible, the directors’ executive duties shall be extended until the reelected directors take office.
Article 21: (deleted)
Article 22: The company’s reinvestment is not subject to the provisions of Article 13 of the Company Act that reinvestment shall not exceed 40% of the paid-in capital. Matters related to reinvestment shall be resolved by the board of directors.
Article 23: The company may provide external guarantees for business needs with the approval of the board of directors.
Article 24: The board meeting is convened once every quarter, and the reason for the convening shall be stated at the time of convening, and the directors shall be notified seven days beforehand. However, in case of an emergency, a meeting may be called at any time.
The notice of the convening in the preceding paragraph shall be made by e-mail or fax upon the directors’ approval. The directors shall attend the board meeting in person, and may entrust other directors to attend on their behalf if they are unable to attend in person for some reason.

Article 25: Unless otherwise stipulated in the Company Act, the resolution of the board meeting shall be attended by more than half of the directors, and the consent of more than half of the directors present shall be obtained.

Article 26: When the vacancy of directors reaches one-third, the board of directors shall convene a by-election at an extraordinary shareholders’ meeting within 60 days, and the term of office shall be limited to the time limit for the original appointment.

Article 27: (deleted)

Article 28: (deleted) Article 29: (deleted) Article 30: (deleted)

Article 31: The travel fees and remuneration of all directors shall be determined by the board meeting. Salaries for general employees shall be reported to the chairman for approval by the president according to the normal standards, and shall be paid regardless of the company’s profit or loss.
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Article 32: The company has one president and several vice presidents. The appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 33: The president takes the orders of the chairman and the board of directors to handle all business of the company, and the vice presidents assist the president in handling the business he designates.
Article 34: Depending on the business needs, the board of directors may hire lawyers as legal advisers, accountants as accounting advisers, and people with knowledge of the industry as advisers to the company.
Article 34-1: The company may purchase liability insurance for the directors during their term of office for the compensation liabilities according to law during their execution of duties within the business scope.

Chapter V Accounting

Article 35: The company has set its fiscal year from January 1 to December 31 each year.

Article 36: The board of directors shall prepare the following lists for the company at the end of each fiscal year, and submit them to the general shareholders’ meeting for recognition.
1. Business report
2. Financial statements
3. Proposal for earnings distribution or loss recovery
Article 37: If the company makes a profit in its annual settlement, it shall allocate no less than 2% as employees’ remuneration, which shall be distributed in stock or cash based on the resolution of the board meeting. The company may, based on the abovementioned profit, allocate no more than 3% as directors’ remuneration based on the resolution of the board meeting. The distribution of employees’ remuneration and directors’ remuneration shall be reported at the shareholders’ meeting.
- However, when the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee compensation and director compensation in proportion to the preceding paragraph.
Article 37-1: If the company makes a profit in the fiscal year, it shall first pay taxes and make up for previous losses, and then allocate 10% as the legal reserve until the legal reserve reaches the total capital of the company. After making the provisions and reversing the special reserve in accordance with the regulations of the competent authority, the balance shall be combined with the accumulated undistributed earnings of the previous year and the undistributed earnings adjustment of the current year to be the earnings available for distribution. The board of directors shall draft an earnings distribution plan, and submits it to the shareholders’ meeting for a resolution on the distribution of shareholder dividends.
```
 - For the dividend payment, the company shall take into account the characteristics of the business climate change, and consider the future
```
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capital needs and long-term financial planning of the life cycle of each product or service. Under the goal of maintaining stable dividends, all dividend payments in cash shall be the principle, but if the company has capital needs such as capacity expansion, financial structure improvement, major investment plans, etc., then more than 50% may be stock dividend, and the rest be cash dividend.

Chapter VI Supplementary Provisions

Article 38: The company’s organizational rules and rules for handling matters are to be separately formulated.
Article 39: Any matters not covered in this Articles of Association shall be handled in accordance with the provisions of the Company Act.
Article 40: This Articles of Association will take effect after being approved by the shareholders’ meeting, and the same procedure applies when amended.
Article 41: This Articles of Association was established on November 17, 1956. The first revision was made on March 10, 1957. The second revision was made on December 30, 1957. The third revision was made on May 10, 1958. The fourth revision was made on October 20, 1958. The fifth revision was made on November 15, 1959. The sixth revision was made on March 2, 1961. The seventh revision was made on March 25, 1962. The eighth revision was made on March 26, 1963. The ninth revision was made on March 28, 1964. The tenth revision was made on March 31, 1965. The eleventh revision was made on March 24, 1966. The twelfth revision was made on March 29, 1967. The thirteenth revision was made on August 20, 1967. The fourteenth revision was made on March 20, 1968. The fifteenth revision was made on August 9, 1968. The sixteenth revision was made on December 31, 1969. The seventeenth revision was made on September 24, 1970. The eighteenth revision was made on August 2, 1971. The nineteenth revision was made on February 5, 1972. The twentieth revision was made on November 22, 1973. The twenty-first revision was made on June 1, 1974. The twenty-second revision was made on December 15, 1974. The twenty-third revision was made on April 1, 1976. The twenty-fourth revision was made on January 25, 1977. The twenty-fifth revision was made on August 27, 1977. The twenty-sixth revision was made on April 28, 1979. The twenty-seventh revision was made on May 26, 1980. The twenty-eighth revision was made on May 23, 1981.
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The twenty-ninth revision was made on April 15, 1982. The thirtieth revision was made on May 10, 1982. The thirty-first revision was made on May 7, 1983. The thirty-second revision was made on March 22, 1985. The thirty-third revision was made on May 17, 1985. The thirty-fourth revision was made on June 29, 1985. The thirty-fifth revision was made on January 7, 1986. The thirty-sixth revision was made on April 26, 1986. The thirty-seventh revision was made on September 9, 1986. The thirty-eighth revision was made on April 25, 1987. The thirty-ninth revision was made on April 30, 1988. The fortieth revision was made on August 1, 1988. The forty-first revision was made on November 30, 1988. The forty-second revision was made on April 29, 1989. The forty-third revision was made on April 13, 1990. The forty-fourth revision was made on April 29, 1991. The forty-fifth revision was made on March 27, 1992. The forty-sixth revision was made on March 26, 1993. The forty-seventh revision was made on September 6, 1993. The forty-eighth revision was made on March 26, 1994. The forty-ninth revision was made on April 29, 1995. The fiftieth revision was made on April 27, 1996. The fifty-first revision was made on April 30, 1997. The fifty-second revision was made on May 28, 1999. The fifty-third revision was made on May 22, 2000. The fifty-fourth revision was made on May 18, 2001. The fifty-fifth revision was made on June 14, 2002. The fifty-sixth revision was made on June 10, 2005. The fifty-seventh revision was made on June 16, 2006. The fifty-eighth revision was made on June 15, 2007. The fifty-ninth revision was made on June 19, 2009. The sixtieth revision was made on June 29, 2011. The sixty-first revision was made on June 18, 2012. The sixty-second revision was made on June 24, 2013. The sixty-third revision was made on August 22, 2013. The sixty-fourth revision was made on June 27, 2014. The sixty-fifth revision was made on June 17, 2016. The sixty-sixth revision was made on June 22, 2018. The sixty-seventh revision was made on June 20, 2020. The sixty eighth revision was made on August 27, 2021.

Southeast Cement Corporation

Chairman: Min-Duan Chen

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Appendix II

Rules of Procedure for Shareholders’ Meeting, Southeast Cement Corporation

Passed in the general shareholders’ meeting dated August 27, 2021

Article 1: The shareholders’ meeting of the company shall be conducted in accordance with the rules of procedure except where otherwise provided in laws and regulations or the Articles of Association.
Article 2: Unless otherwise provided by laws and regulations, the shareholders' meeting of the company shall be convened by the board of directors.
The company shall, 30 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, submit the notice of the shareholders’ meeting, the form for the power of attorney, and the contents and explanations of relevant motions for approval, matters for discussion, election or dismissal of directors and independent directors, etc. and make them into an electronic file and send it to the MOPS. 21 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, the meeting handbook and supplementary materials of the meeting shall be prepared and sent to the MOPS. Fifteen days before the shareholders’ meeting, prepare the meeting handbook and supplementary materials for the shareholders' meeting for shareholders' review at any time, and display them on the company and the professional stock affairs agency appointed by the company, and distribute them on-site at the shareholders’ meeting. The notice and announcement shall specify the reason for convening the meeting.
Election or dismissal of directors and independent directors, changes to articles of association, capital reduction, application for suspension of public offerings, directors’ competition approval, capital increase from earnings, capital increase from legal reserve, company dissolution, merger, division, or circumstances in paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed and explained in the reason for the convening, and shall not be proposed as an extraordinary motion; the main content may be placed on the website designated by the securities authority or the company, and its URL shall be stated in the notice.

If the reasons for convening the shareholders’ meeting have been stated for the full re-election of directors and the appointment date, then after the election at the shareholders’ meeting, the appointment date shall not be further changed by an extraordinary motion or other methods at the same meeting. Shareholders who hold more than one percent of the total number of shares in issue may submit a proposal to the company's general shareholders’ meeting. The proposal is limited to one item, and any proposal with more than one item shall not be included in the proposal. However, if the shareholders' proposal is to urge the company to promote the public interest or fulfill its social responsibilities, then the board of directors may still include it in the proposal. In addition, the board of directors may not include the proposal if the

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shareholder’s proposal has one of the conditions in paragraph 4, Article 172-1 of the Company Act. Shareholders may submit proposals to urge the company to promote public interests or fulfill its social responsibilities. According to Article 172-1 of the Company Act, the number of such proposals shall be limited to one, and any proposals more than one shall not be included.

The company shall announce the acceptance of shareholders’ proposals via written or electronic means and the acceptance location and period before the share transfer suspension date for the general shareholders’ meeting; the acceptance period shall not be less than 10 days.

A proposal by a shareholder shall be limited to 300 characters, and anything exceeding 300 characters shall not be included in the proposal; the proposing shareholder shall attend the shareholders’ meeting in person or entrust another person to attend and participate in the discussion of the proposal.

The company shall notify the proposing shareholder of the result of the resolution before the notice day of the shareholders’ meeting, and list the proposals that conform to the provisions of this article in the meeting notice. For shareholder proposals that are not included, the board of directors shall explain the reasons for not being included in the shareholders’ meeting.

Article 3: The shareholders referred to in these rules mean the shareholders themselves and their proxies entrusted to attend.

At each shareholders’ meeting, the shareholder may issue a power of attorney issued by the company specifying the scope of authorization, and appoint a proxy to attend the meeting.

Each shareholder is limited to issuing one power of attorney and entrusting one person. The power of attorney shall be delivered to the company five days before the shareholders’ meeting. If the power of attorney is repeated, the first one that is delivered shall prevail. However, this does not apply to those which declare to revoke the previous entrustment.

After the power of attorney is delivered to the company, shareholders who wish to attend the shareholders’ meeting in person shall give the company a written notice of the cancellation of the entrustment at least two days before the shareholders’ meeting; if the cancellation is overdue, the voting rights of the entrusted proxy shall prevail. .

Article 4: The company shall specify in the meeting notice the time and location of the shareholder registration, and other matters that should be noted. The time for accepting the registration of shareholders in the preceding paragraph shall be handled at least 30 minutes before the start of the meeting; the registration location shall be clearly marked, and adequately qualified personnel shall be dispatched to handle the registration.

The shareholder himself or the proxy entrusted by the shareholder (hereinafter jointly referred to as the shareholder) shall present the attendance certificate, sign-in card or other attendance documents to attend the shareholders’ meeting. The company shall not arbitrarily add other certification documents to the documents required for the shareholders to attend. The solicitor of the power of attorney shall bring identification documents for verification.

Attending shareholders shall wear attendance certificates and hand in the sign-in card to sign in.

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When the government or legal person is a shareholder, the number of representatives present at the shareholders’ meeting is not limited to one. When a legal person is entrusted to attend the shareholders’ meeting, only one representative may be appointed to attend.

Article 5: The shareholders’ meeting shall be held at the location of the company or at a place convenient for shareholders to attend and suitable for the shareholders’ meeting.

The meeting start time shall be between 9 am and 3 pm.

Article 6: If the shareholders’ meeting is convened by the board of directors, the chairman shall preside over the meeting. When the chairman is on leave or unable to perform his duties for some reason, the vice chairman shall act as his proxy. When the vice chairman is also on leave or unable to perform his duties for some reason, the directors shall elect one among themselves as the deputy.
If the chairman of the preceding paragraph is deputized by a director, the director shall have served for more than six months and understands the company’s financial and business conditions. The same applies if the chairman is the representative of a corporate director.
For the shareholders’ meeting convened by the board of directors, the chairman of the board shall preside in person, and more than half of the directors of the board of directors, at least one independent director and at least one member of each functional committee shall attend; the attendance shall be recorded in the shareholders’ meeting minutes.

If the shareholders’ meeting is convened by a convener other than a member of the board of directors, the convener shall be the chairman. If there are two or more conveners, one of them shall be elected.

The company may appoint its designated lawyers, accountants or related personnel to attend the shareholders’ meeting as non-voting delegates.

Article 7: The entire process of the shareholders’ meeting shall be audio or video recorded. The recording above shall be kept for at least one year.
However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Act, the recording shall be kept until the end of the lawsuit.
Article 8: The number of attending shares is calculated based on the number of shares represented by the sign-in cards from the attending shareholders or the shareholders’ proxies, plus the number of shares of shareholders exercising their voting rights in writing or electronically.
The chairman shall call the meeting to order at the specified meeting time, and publish the information on the number of non-voting rights and the number of shares present. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a meeting postponement, provided that the number of such postponement is no more than two, and the total time no more than 1 hour. If the attending shareholders still do not represent one third of the total number of issued shares
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after two postponements, the chairman shall declare the meeting aborted.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act, and all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month.

Article 9: If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors, and the resolutions of related motions (including extraordinary motions and amendments to original motions) shall be made on a case-by-case basis by voting. The meeting shall proceed in the order set in the agenda, which may not be changed without a resolution of the shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene but is not a member of the board of directors.

The chairman may not declare the meeting adjourned prior to completion of the meeting agenda (including extraordinary motions) of the preceding two paragraphs except by a resolution of the shareholders’ meeting. If the chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairman in accordance with statutory procedures, and then continue the meeting based on the agreement of a majority of the votes represented by the attending shareholders.

The chairman shall allow ample opportunities during the meeting for explanation and discussion of motions and of amendments or extraordinary motions put forward by the shareholders; when the chairman is of the opinion that a motion has been discussed sufficiently for a vote, the chairman may announce a cessation of the discussion and call for a vote, and arrange sufficient time for voting.

After the adjournment of the meeting, shareholders shall not elect another chairman to continue the meeting at the original site or in another place. After the adjournment of the meeting, shareholders shall not elect another chairman to continue the meeting at the original site or in another place.

Article 10: Before speaking, an attending shareholder shall fill out a speech slip, specifying his/her shareholder account number, account name and speech summary. The order in which shareholders speak will be set by the chairman.
A shareholder in attendance who has submitted a speech slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speech slip, the spoken content shall prevail.
Article 11: For the same proposal, each shareholder shall not speak more than twice without the consent of the chairman, and each speech shall not exceed five
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minutes.

If the shareholder’s speech violates the rules above or exceeds the scope of the agenda item, the chairman may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation. When a legal person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same motion on the same proposal.

Article 12: After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
Article 13: When the chairman is of the opinion that the motion and the amendment or extraordinary motion put forward by the shareholder has been discussed sufficiently for a vote, the chairman may announce the discussion closed and call for a vote.
Article 14: Vote scrutinizing and counting personnel for the voting on a motion, if required, shall be appointed by the chairman, provided that all the scrutinizing personnel shall be shareholders of the company.
Article 15: The voting at the shareholders’ meeting shall be based on the number of shares. The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
Article 16: Except in the circumstances otherwise provided for in Paragraph 2, Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.
When the company convenes a shareholder meeting, it shall adopt electronic means and may adopt a written method for the exercise of voting rights. When the voting right is exercised in writing or electronically, the exercise method shall be stated in the meeting notice. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders’ meeting in person. However, the exercise of voting rights for extraordinary motions and amendments to the original motions of the shareholders’ meeting shall be deemed as abstentions; therefore, the company shall avoid proposing extraordinary motions and amendments to the original motions. When the voting right is exercised in writing or electronically, the expression of intention shall be delivered to the company two days before the shareholders’ meeting. If the expression of intention is repeated, the first one that is delivered shall prevail. However, this does not apply to those which declare to revoke the previous expression of opinions.
After shareholders have exercised their voting rights in writing or electronically, if they wish to attend the shareholders’ meeting in person, they shall revoke their expression of intention to exercise the voting rights in the preceding
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paragraph two days before the shareholders’ meeting, otherwise the voting rights exercised in writing or electronically shall prevail for late revocation. If voting rights are exercised in writing or electronically and a proxy is entrusted to attend the shareholders’ meeting with a power of attorney, the voting rights exercised by the entrusted proxy shall prevail.

The voting of the motion shall be passed with the approval of a majority of the voting rights of the shareholders present, unless otherwise stipulated in the Company Act and the articles of association of the company. When voting, the chairman or his designated person shall announce the total voting rights of the shareholders present, and then the shareholders shall vote on a case-by-case basis. On the day after the shareholders’ meeting, the results of shareholders’ approval, opposition and abstention shall be entered into the MOPS.

Article 17: When there is an amendment or an alternative to a motion, the chair shall present the amended or alternative motion together with the original motion and decide the order in which they will be put to the vote. When any one among them is passed, the other motions will then be deemed rejected and no further voting shall be required.
Article 18: The election of directors (including independent shareholders) at a shareholders’ meeting shall be held in accordance with the company’s Measures for Election of Directors, and the voting results, including the name list of elected directors and independent directors and the respective voting rights won, as well as the name list of directors and independent directors not elected and the respective voting rights won, shall be announced on-site immediately. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Act, the recording shall be kept until the end of the lawsuit.
Article 19: The resolutions of the shareholders’ meeting of the company shall be recorded into minutes and signed or stamped by the chairman, and distributed to the shareholders within 20 days after the meeting.
For the distribution of the minutes of the preceding paragraph, the company may enter the minutes into the MOPS for public announcement. The minutes shall record the year, month, day, venue, name of the chairman, resolution method, key points of the proceedings, and voting results (including statistical weights) of the meeting. When there is an election of directors, the number of voting rights won by each candidate shall be disclosed. During the existence of the company, the minutes shall be kept permanently.
Article 20: The number of shares represented by shareholders’ proxies shall be clearly disclosed in a statistical table prepared in the prescribed format on the day of the shareholders’ meeting.
Article 21: When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
Article 22: The chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain
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order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”

At the venue of the shareholders’ meeting, if a shareholder attempts to speak through any device other than the equipment set up by the company, the chairman may prevent the shareholder from doing so.

When a shareholder violates the rules of procedure and defies the chairman’s correction, or obstructs the proceedings and refuses to heed calls to stop, the chairman may direct the proctors or security personnel to escort the shareholder out of the meeting venue.

Article 23: The rules and any amendments hereto shall be implemented after adoption by the shareholders’ meeting. The same procedure applies to the revision. Passed in the shareholders’ meeting on April 29, 1991.

The first revision was made in the general shareholders’ meeting on May 19, 1998.

The second revision was made in the general shareholders’ meeting on June 14, 2002.

The third revision was made in the general shareholders’ meeting on June 16, 2006.

The fourth revision was made in the general shareholders’ meeting on June 29, 2011.

The fifth revision was made in the general shareholders’ meeting on June 18, 2012.

The sixth revision was made in the general shareholders’ meeting on June 18, 2015.

The seventh revision was made in the general shareholders’ meeting on June 23, 2017.

The eighth revision was made in the general shareholders’ meeting on June 20, 2020.

The ninth revision was made in the general shareholders’ meeting on August 27, 2021.

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Appendix III

Southeast Cement Corporation Operational Procedures for Acquisition and Disposal of Assets

(Approved at the shareholders' meeting on June 20, 2019)

Article 1 Purpose and Basis

In order to protect investments and implement information disclosure, the Company should follow these procedures when acquiring or disposing of assets. These procedures are in accordance with Article 36-1 of the Securities and Exchange Act and the regulations of the Financial Supervisory Commission (hereinafter referred to as "FSC").

Article 2 Definition of Terms (New)

i. Assets acquired or disposed of by merger, demerger, acquisition or transfer of shares pursuant to law: Assets acquired or disposed of by merger, demerger or acquisition pursuant to the Business Merger and Acquisition Act, the Financial Holding Company Act, the Financial Institutions Merger Act or other laws, or by issuing new shares and transferring shares of other companies pursuant to Article 156-3 of the Company Act (hereinafter referred to as transfer of shares).
ii. Related parties and subsidiaries: The Company should be recognized in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.
iii. Professional appraiser: A real estate appraiser or other person who is permitted by law to engage in the business of appraising real estate or equipment.
iv. The actual date of issuance: The date prior to the date of execution of the transaction, the date of payment, the date of completion of the commission, the date of transfer, the date of resolution of the board of directors, or any other date sufficient to determine the counterparty and the amount of the transaction, whichever is earlier. However, for investors who are subject to the approval of the competent authority, the preceding date or the date of receiving the approval of the competent authority shall prevail.
v. Investment in Mainland China: Investment in Mainland China in accordance with the regulations of the Investment Commission of the Ministry of - 94 -

Economic Affairs for engaging in investment or technical cooperation in Mainland China。

vi. Investment-oriented professionals: financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities dealers engaged in proprietary or underwriting business, futures dealers engaged in proprietary business, securities investment trusts, securities investment advisory businesses and fund management companies established under the law and regulated by the local financial authorities.
vii. Stock exchange: Domestic stock exchange refers to Taiwan Stock Exchange Corporation; foreign stock exchange refers to any organized stock exchange that is regulated by the securities authority of that country.
viii. Securities dealer's place of business: Domestic securities dealer's place of business refers to the place where securities dealers have set up counters to conduct transactions in accordance with the regulations governing the trading of marketable securities by securities dealers; foreign securities dealer's place of business refers to the place of business of a financial institution that is under the control of a foreign securities authority and is allowed to conduct securities business.

Article 3 Scope of application of the assets referred to in this procedure

i. Investments in stocks, bonds, corporate bonds, financial debentures, securities of commendation funds, depositary receipts, warrants, beneficiary securities and asset-based securities.
ii. Real estate (including land, buildings and construction, investment property, and inventories of construction industry) and equipment.
iii. Membership Card.
iv. Patents, copyrights, trademarks, licenses and other intangible assets.
v. Right-of-use assets.
vi. Debt of financial institutions (including receivables, purchase and discount, lending and collection).
vii. Assets acquired or disposed of by legal merger, demerger, acquisition or share transfer.
viii. Derivative commodities.
ix. Other important assets.

Article 4 Evaluation Procedures

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i. The acquisition or disposal of marketable securities that are not traded on a centralized trading market or securities dealer's office shall be determined by taking into consideration the net value per share, profitability, future development potential, market interest rates, coupon rates of bonds, debtor's 。
creditworthiness and prevailing trading prices.
ii. The acquisition or disposal of marketable securities traded on the central exchange or at the securities dealer's office is determined by the prevailing price of the shares or bonds.
iii. The acquisition or disposition of the other assets in the preceding two paragraphs shall be made by inquiry, comparison, bargaining or public tender, and shall be determined by reference to the announced present value, the assessed present value, and the actual transaction price of the adjacent real estate and equipment, etc. If the acquisition or disposition meets the criteria to be announced and declared under these procedures, reference shall be made to the appraisal report of a professional appraiser.

Article 5 Asset Acquisition or Disposal Procedures

i. When acquiring or disposing of assets, the contractor shall evaluate the reasons for the proposed acquisition or disposal, the subject matter, the counterparty to the transaction, the transfer price, the terms of receipt and payment, and the reference basis for the price, and submit them to the authority for a ruling, and the management department shall execute them.
ii. The Company's long-term and short-term investments in securities are carried out by the Finance Department, while those in property and equipment are carried out by the user departments and related authorities. Other assets that are not marketable securities investments, real estate and equipment are evaluated by the relevant execution unit.
iii. Operations related to the acquisition or disposal of assets are handled in accordance with the relevant provisions of the Company's internal control system. If significant violations are found, the relevant personnel shall be punished according to the violations.
iv. Any amendment to the Procedures or acquisition or disposal of individual assets that should be approved by the Board of Directors in accordance with the Procedures or other laws and regulations shall be approved by at least one-half of all members of the Audit Committee. If any director expresses
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dissent (including written statement) during the board of directors' meeting, it shall be recorded in the minutes of the board of directors' meeting and sent to the Audit Committee.

If the preceding item is not approved by at least one-half of all members of the Audit Committee, it shall be approved by at least two-thirds of all directors and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting.

Article 6 Vetting Authority

Purchases and sales of the Company's long-term and short-term investments in securities should be submitted to the vice chairman and chairman of the board of directors for approval.

Article 7 Investment Amount

The Company may purchase real estate or marketable securities not intended for business use, the total amount of which shall not exceed 80% of the total shareholders' equity of the Company's most recent audited or reviewed financial statements, and the amount of investment in individual marketable securities shall not exceed 20% of the total shareholders' equity.

Article 8 Standards for public announcement and reporting

i. If the Company acquires or disposes of capital under the following circumstances, the Company shall, according to the nature and in accordance with the prescribed format, report the relevant information on the designated website of the FSC within 2 days from the date of occurrence：
（a） Acquisition or disposition of real property or its right-to-use assets from a related party or with a related party for the purpose of acquiring or disposing of real propertyor other assets other than its right-to-use assets and the transaction amount reaches 20% of the company's paid-in capital 、 10% of total assets or NT$300 million or more.Except for the sale and
purchase of domestic bonds, bonds with repurchase and repurchase conditions, and the purchase or repurchase of money market funds issued by domestic securities investment trusts.
（b） Merger, demerger, acquisition or transfer of shares.
（c） Losses from derivative transactions up to the maximum amount of all or individual contract losses as specified in the processing
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procedures.

（d） The type of asset acquired or disposed of is machinery and equipment for business use or its right-to-use assets, and the transaction is not with a related party, and the amount of the transaction meets one of the following requirements：
Publicly traded companies with paid-in capital of less than NT$10 billion and with transaction amounts of NT$500 million or more.
Publicly traded companies with paid-in capital of NT$10 billion or more, with transaction amounts of NT$1 billion or more.
（e）Acquisition or disposal of real estate or right-to-use assets for construction purposes by a public company engaged in the business of construction, where the counterparty is not a related party and the transaction amount reaches NT$500 million or more.
（f） Acquisition of real estate by means of self-appointed construction, land-leased construction, joint construction and subdivision, joint construction and subdivision, or joint construction and subdivision and sale, where the counterparty is not a related party, and the Company expects to invest a transaction amount of NT$500 million or more.
（g）In the case of asset transactions other than those described in the preceding six paragraphs, the disposal of debts by financial institutions or investments in Mainland China, the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded ：
1.Domestic public for transactions Debt.
2.For investment purposes, the Company may buy and sell securities on domestic and foreign stock exchanges or with securities dealers, or subscribe for ordinary corporate bonds and general financial bonds (excluding subordinated bonds) not involving equity in the domestic primary market, or purchase or repurchase securities investment trusts or futures trusts, or have securities dealers recommended by securities dealers as underwriters to subscribe for securities in accordance with the regulations of the ROC Securities - 98 -

Over-the-Counter Exchange.

Purchase and sale of bonds with repurchase and repurchase conditions, purchase or repurchase of money market funds issued by domestic securities investment trusts.
ii.The amount of the preceding transactions is calculated as follows：
（a）Amount per transaction.
（b）The cumulative amount of transactions of the same nature with the same counterparty within one year.
（c）The cumulative amount of acquisition or disposal (acquisition and disposal, respectively) of real estate or right-to-use assets of the same development project within one year.
（d）The amount of the same securities acquired or disposed of (acquired and disposed of separately) within one year.
iii.The one-year period referred to in the second paragraph is based on the date of occurrence of the transaction and extrapolated one year in advance, and the part that has been announced in accordance with the provisions of this procedure shall not be counted again.
iv. The Company shall enter the information on derivative transactions entered by the Company and its subsidiaries as of the end of the previous month in the prescribed format on the information reporting website designated by the FSC on or before the 10th of each month.
v. If there is an error or omission in the items that should be announced in accordance with the regulations and should be corrected, the Company shall re-announce and report all items within 2 days from the date of knowledge.
vi. When the Company acquires or disposes of assets, the Company shall keep the relevant deeds, minutes, docket, valuation reports, and opinions of accountants, lawyers or securities underwriters in the Company for at least five years, unless otherwise required by other laws.
vii.Total assets, total shareholders' equity and paid-in capital for the purposes of these Procedures are calculated using the amounts of total assets, total shareholders' equity and paid-in capital in the most recent individual or separate financial statements required by the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.
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Article 9 Time limit for making announcement and reporting

After the Company has announced and reported the transaction in accordance with the provisions of the preceding Article, if any of the following circumstances apply, the Company shall, within two days from the date of occurrence, announce and report the relevant information on the designated website of the FSC：

i. Any change, termination or cancellation of the relevant contract signed in the original transaction.
ii. Merger, demerger, acquisition or transfer of shares not completed according to the scheduled schedule of the contract.
iii. Changes to the original announcement declaration.
Article 10 When the Company acquires or disposes of real estate, equipment or its
right-to-use assets, except for transactions with domestic government agencies, construction on its own land, construction on leased land, or acquisition or disposal of machinery and equipment for business use or its right-to-use assets, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall obtain an appraisal report issued by a professional appraiser prior to the date of occurrence of the fact and comply with the following requirements：
i. If, for special reasons, a limited price, a specific price or a special price is used as a reference for the transaction price, the transaction shall be submitted to the board of directors for approval, and if there is a subsequent change in the terms of the transaction, the same applies.
ii. If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be requested to appraise the transaction.
iii. The appraisal result of a professional appraiser is one of the following, except that the appraisal result of an acquired asset is higher than the transaction amount, or the appraisal result of a disposed asset is lower than the transaction amount，we should engage a certified public accountant to perform the audit in accordance with Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation of the ，
Republic of China (hereinafter referred to as ARDF) and expressed specific opinions on the reasons for the differences and the fairness of the transaction prices：
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（a） If the difference between the valuation result and the transaction amount is 20% or more of the transaction amount.
（b） If the difference between the appraisal results of two or more professional appraisers reaches 10% or more of the transaction amount.
iv. The date of the professional appraiser's report shall not exceed three months from the date of the contract. However, if the current value of the same announcement is applicable and is less than six months old, an opinion may be issued by the original professional appraiser.
Article 11 When the Company acquires or disposes of marketable securities, the Company shall obtain the most recent financial statements of the subject company that have been audited or reviewed by a certified public accountant as a reference for evaluating the transaction price, and if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall consult a certified public accountant prior to the date of the fact to express an opinion on the reasonableness of the transaction ，
price. if an accountant is required to use an expert report, he or she should follow the provisions of Auditing Release No. 20 issued by the Accounting Research and Development Foundation. However, if the marketable securities are publicly quoted in an active market or as otherwise specified by the FSC, this is not the case.
Article 12 If the Company acquires or disposes of an intangible asset or its right-to-use asset or membership card transaction amounting to 20% or more of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the Company shall consult an accountant prior to the date of issuance to express an opinion on the reasonableness of the ，
transaction price the accountants should comply with the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation.
Article 13 The calculation of the transaction amount in the first three articles shall be in accordance with the provisions of Article 8, paragraph 2, and the said within one year shall be based on the date of occurrence of the fact of this transaction, projected forward one year,an appraisal report issued by a professional appraiser in accordance with the provisions of this Standard or an opinion of an accountant shall not be counted.。
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Article 14 If the Company acquires or disposes of assets through a court auction, a court certificate may be issued in lieu of an appraisal report or an accountant's opinion.
Article 15 If the Company obtains an appraisal report or an opinion from an accountant, attorney or securities underwriter, such professional appraiser and its appraisers, accountants, attorneys or securities underwriters shall comply with the following requirements：
i. Not having been sentenced to imprisonment for a term of more than one year for violation of this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or for criminal conduct in business. However, except for those who have completed execution, probation or pardon and have completed three years of imprisonment.
ii.In cases where the parties to the transaction are not related or substantially related to each other.
iii. If the Company shall obtain appraisal reports from more than two professional appraisers, the different professional appraisers or appraisers shall not be related to each other or have substantial related parties.
When issuing an appraisal report or opinion, the foregoing officer shall comply with the following：
（a）Before taking up a case, you should carefully assess your professional competence, practical experience and independence.
（b）When investigating a case, properly plan and implement the appropriate operational processes to form a conclusion and issue a report or opinion based on it; and record the procedures performed, information collected and conclusions in detail in the case workpapers.
（c） The sources, parameters and information used shall be evaluated on a case-by-case basis for completeness, accuracy and reasonableness in order to form the basis for issuing an appraisal report or opinion.
（d） The declaration should include that the relevant personnel are professional and independent, that the information used is assessed to be reasonable and correct, and that the relevant laws and regulations are followed.
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Article 16 When the Company acquires or disposes of assets with a related party, in addition to completing the relevant resolution procedures and evaluating the reasonableness of the transaction terms in accordance with the regulations, the Company shall obtain an appraisal report or an opinion from a professional appraiser if the transaction amount reaches 10% or more of the Company’s total assets in accordance with the preceding section. The calculation of the amount of the preceding transactions shall be in accordance with the provisions of Article 13. When determining whether a counterparty is a related party, in addition to the legal form of the counterparty, consideration should be given to the substance of the relationship.
Article 17 The Company acquires or disposes of real estate or its right-to-use assets from a related party, or acquires or disposes of assets other than real estate or its right-to-use assets with a related party, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more，Except for trading of domestic bonds, bonds with repurchase or repurchase conditions, and subscription or repurchase of money market ，
funds issued by domestic securities investment trusts the following information shall be submitted to the board of directors for approval before the transaction contract is signed and payment is made： i. The purpose, necessity and expected benefits of acquiring or disposing of assets.
ii. Reasons for selecting related parties as trading counterparties. iii. Information related to the assessment of the reasonableness of the predetermined transaction terms in accordance with Article 18 and Article 18.1 for the acquisition of real estate or assets with rights of use from related parties.
iv. The original acquisition date and price of the related party, the counterparty and its relationship with the Company and the related party.
v. A cash flow projection for each month of the coming year starting from the month of the contract, and an assessment of the necessity of the transaction and the reasonableness of the use of funds.
vi. The appraisal report issued by the professional appraiser obtained in accordance with the provisions of the preceding Article, or the opinion of - 103 -

the accountant.

vii. Restrictions and other material covenants of the Transaction.

The calculation of the aforementioned transaction amount shall be made in accordance with Article 8, Paragraph 2, and the said one-year period shall be based on the date of occurrence of the transaction and shall be projected one year backward, and the part that has been submitted to the board of directors for approval in accordance with the provisions of this Standard shall not be counted again.

Or transactions between the Company and its subsidiaries involving the acquisition or disposal of machinery and equipment for business use and the acquisition or disposal of real estate assets for business use, if the transaction amount is less than 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million, the Chairman is authorized to make the decision first and then submit it to the most recent Board of Directors for ratification. If the independent directors have any opposing views or reservations, they shall state them in the minutes of the board meeting.

Article 18 The Company shall evaluate the reasonableness of the transaction cost for acquiring real estate or its right-to-use assets from a related party based on the following methods：

i.The transaction price of the related party, plus interest on the necessary capital and the buyer's legal costs. The interest cost of capital is calculated based on the weighted-average interest rate of the Company's borrowings in the year the assets are acquired, provided that the interest rate is not higher than the maximum borrowing rate for the non-financial sector announced by the Ministry of Finance.
ii.If a related party has set up a collateralized loan with the subject matter to a financial institution, the financial institution shall assess the total value of the loan on the subject matter, provided that the cumulative value of the actual loan on the subject matter by the financial institution shall be at least 70% of the total assessed value of the loan and the loan has been made for a period of more than one year. However, this does not apply if the financial institution and the party to the transaction are related parties.
Where land and buildings of the same subject matter are purchased or leased together, the transaction costs of the land and buildings may be assessed by
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any of the methods listed above respectively.

When the Company acquires real estate or its right-to-use assets from a related party, the cost of the real estate or its right-to-use assets shall be evaluated in accordance with the provisions of the preceding two paragraphs, and an 。 accountant shall be requested to review and express a specific opinion.

If the Company acquires real estate or its right-to-use assets from a related party under any of the following circumstances, the provisions of the preceding Article shall apply, and the first three provisions shall not apply： i.A related party acquires real estate or its right-to-use assets by inheritance or gift.

ii.The related party has contracted to acquire real estate or its right-to-use 。 assets for more than 5 years from the date of the transaction

iii.The acquisition of real estate by entering into a joint construction contract

with a related party or by commissioning a related party to build real estate on its own or on rented land.

iv.Acquisition of real estate right-of-use assets for business use between the Company and its subsidiaries, or between subsidiaries in which the Company directly or indirectly holds 100% of the outstanding shares or capital stock.

Article 19 If the appraisal conducted by the Company in accordance with the provisions of Article 18 (i) and (ii) is lower than the transaction price, the Company shall comply with the provisions of Article 20. However, this shall not be the case if objective evidence is presented and a specific opinion of reasonableness is obtained from a real estate professional appraiser and accountant due to the following circumstances：

i. If a related party is acquiring prime land or leased land for construction, he/she must prove that one of the following conditions is met：
(a) In the case of a building that is evaluated in accordance with the method set forth in the preceding Article, a reasonable operating profit shall be added to the operating cost of the related party, and the total amount shall exceed the actual transaction price. The so-called reasonable operating profit shall be based on the lower of the average operating profit margin of the related party's construction department for the last three
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years or the most recent gross profit margin of the construction industry published by the Ministry of Finance.

(b) Any other floor of the same subject premises or other unrelated transactions in the vicinity within one year, which are similar in size and the terms of the transaction have been evaluated on the basis of reasonable floor or area spreads that are customary in real estate transactions or leases.

ii.The Company certifies that the purchase of real estate from a related party or the acquisition of real estate right-of-use assets by lease is on terms comparable to those of other non-related party transactions in the vicinity within one year and of similar size.

In the case of a transaction in a neighboring area referred to in the preceding paragraph, the same or adjacent street contour and the distance from the subject of the transaction is less than 500 meters in circumference or its announced present value is similar; in the case of a similar area, the area of other unrelated transactions is not less than 50% of the area of the subject of the transaction; and in the case of within one year, the date of acquisition of real estate or its right-to-use assets is taken as the basis and extrapolated one year in advance.

Article 20 If the Company acquires real estate or its right-to-use assets from a related party and the appraisal result is lower than the transaction price in accordance with the provisions of the preceding two articles, the Company shall do the following：
i. A special reserve should be provided for the difference between the transaction price and the appraised cost of the real estate or its right-to-use assets, and should not be distributed or transferred to additional shares. If the Company's investment in an equity-method investee is a public company, a special reserve should be provided for the amount of the special reserve in proportion to the Company's shareholding.
ii. Independent directors shall be governed by Article 218 of the Company Act。
iii. The Company shall report to the shareholders' meeting on the handling of the first two paragraphs and disclose the details of the transaction in the annual report and the public explanatory statement.
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If the Company has set aside special reserve in accordance with the preceding paragraph, the special reserve may be used only after the Company has recognized a loss on the decline in value of the assets acquired or leased at a high price, or has disposed of or terminated the lease, or has made appropriate compensation or restored the original condition, or has other evidence to confirm that it is not unreasonable, and the FSC has approved the special reserve.

If the Company acquires real estate or its right-to-use assets from a related party and there is other evidence that the transaction is not in accordance with business practices, the Company shall also comply with the preceding two provisions.

Article 21 Derivative instruments referred to in this procedure are forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of these contracts, or combined contracts or structured instruments embedded in derivative instruments whose values are derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables.

The term "forward contract" does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term import (sales) contracts.

Article 22 Principles and Guidelines for Trading Derivative Instruments：
i. Types of derivatives trading： The Company engages in derivative transactions on a hedging basis and may not engage in any speculative transactions. Therefore, the types of derivatives that may be traded must be related to the effects of changes in prices, exchange rates, interest rates, indices and other factors on the assets or liabilities already held by the Company.
ii. Hedging Strategy： The Company engages in derivative transactions for the purpose of hedging, and the hedging strategy adopted depends on the nature of the hedged asset or liability and the expectation of the future. Depending on the nature of the hedged asset or liability and the expectation of the future, the hedging strategy is divided into full hedge and selective hedge.
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iii. Division of rights and responsibilities：
（a） Trade Execution：The financial planning team is responsible for strategy development, execution, and periodic evaluation and reporting of holdings in derivative transactions.。
（b） Record：The Finance Department is responsible for the accounting records of all transactions and cash receipts and disbursements, and prepares regular evaluation management reports.
（c） Approval：All transactions shall be executed with the approval of the general manager and chairman of the Board.
（d） Risk measurement, monitoring and control：The Board of Directors designates senior executives who are not members of the Financial Planning Group to be responsible for the measurement, monitoring and control of such risks.
iv. Performance Evaluation Essentials

The financial planning team shall evaluate and review the operational performance on a weekly basis based on market prices and report to the general manager and chairman of the board on a monthly basis to review and improve the hedging strategies used.The content should include the following information：

（a） Nature and amount of derivatives held.
（b） Amount of assets or liabilities held that were hedged.
（c） Realized and unrealized gain or loss amounts.
（d） Transaction Costs.
（e） Capital Costs.
v. The total amount of contracts that can be engaged in the transactio： The total amount of the Company's contracts for derivative transactions varies depending on the nature of the asset or liability being hedged and the period of time it is held, and the total amount of the contracts shall not exceed $10 million. The total contract amount shall be reviewed periodically for appropriateness and subject to the approval of the Board of Directors for any amendments.
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vi. Total and individual contract loss cap amounts：
- （a） All realized and unrealized losses arising from the Company's derivative contracts shall not exceed USD 500,000.
- （b） Realized and unrealized losses arising from individual derivative contracts shall not exceed US$200,000.
vii. The Financial Planning Group shall select the financial institutions with the best terms and conditions and, after seeking the approval of the general manager and chairman of the board of directors, enter into credit line contracts with them and engage in derivative transactions within such lines.。
Article 23 Procedures for handling derivative products：
i. If the trading staff of the financial planning team needs to enter into derivative transactions in response to changes in market conditions, they should fill out the "Derivative Transaction Request Form" (Attachment 1), indicating the name of the derivative, the amount, the name of the hedged asset or liability, the total contract amount, the cumulative transaction amount and the description of the transaction, and submit it to the general manager and chairman of the board of directors for approval and execution.。
ii. The amount of derivative transactions shall not exceed the total amount of 。
contracts approved by the Board of Directors
iii. The Finance Department verifies that the "Derivative Transaction Application Form" and the transaction form are correct and then enters them into the accounts. Every month, the Finance Department checks the amount of outstanding contracts or open positions and the amount of deposits against the reconciliation forms sent by the bank or the counterpart of the transaction.
iv. If the Company engages in derivative transactions, a memorandum of understanding shall be established and details of the type and amount of derivative transactions, the date of approval by the board of directors, and the matters that should be carefully evaluated in accordance with the 。
regulations shall be recorded in the memorandum book for inspection.
Article 24Accounting for Derivative Instruments：

In order to adequately disclose information about derivative transactions and

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to regularly evaluate the performance of the transactions, the Finance Department should appropriately record the derivative transactions that occur, ， and the accounting treatment for derivatives Except for the provisions of these procedures, we follow the relevant provisions of the Statements of Financial 。 Accounting Standards and the accounting system.

Article 25Internal control system for derivative products：

The Company has established the following internal controls to monitor its derivative trading operations and to avoid losses caused by human fraud.：

i.Risk Management Measures：
（a） Credit Risk：

In order to avoid credit risk, the Company is required to engage in derivative transactions with banks or legal brokers.

（b） Market Risk：

In order to avoid losses caused by changes in interest rates, exchange rates, stock prices and other commodity prices, the nature, amount and quantity of derivative transactions entered into by the Company must be consistent with or related to the hedged assets or liabilities, i.e., the number and amount of held positions and market positions are equivalent. In addition, stop-loss points are set for derivative transactions to avoid losses from market price fluctuations.

（c） Liquidity risk：

In order to avoid liquidity risk, the Company should conduct derivative transactions in the centralized market as much as possible, but if it is an over-the-counter trader, the counterparty should be a bank in order to maintain its liquidity.

（d） Legal Risk：

The Company shall enter into contracts with the counterparties of derivative transactions, and shall obtain legal certificates signed by the counterparties for each transaction to ensure the legality of each transaction in order to avoid the legal risks of derivative transactions.

ii.Operation Control：

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The Company's operational control over derivative transactions requires that each transaction must be executed, confirmed, and delivered by different personnel or departments and must not be performed by each other, and must be approved by the person in charge before the transaction can be executed.。

iii.Supervision and Control：

（a） The measurement, monitoring and control of the risk of derivative transactions shall be reported by the Audit Office to the most recent Board of Directors.
（b） The Board of Directors shall designate the general manager to monitor and control the risk of derivative transactions at all times, and the principles of control are as follows：
（1） Whether to evaluate and assess the market situation before engaging in derivatives trading, and to prepare evaluation reports for reference in executing trades.
（2） Whether there are stop-loss points, maximum loss amounts and maximum tradeable positions for derivatives trading, with particular attention to whether trading discipline is 。
strictly observed
（3） The Company shall monitor the transactions and profit and loss situation, and take necessary countermeasures when abnormalities are found and report to the Board of Directors immediately, and the Board of Directors shall have 。
independent directors present to express their opinions.

iv.Regular evaluation：

The financial planning team is responsible for evaluating the positions held on a weekly basis, and the report should include whether the performance of the derivative trading is in line with the Company's established business strategy and whether the risks taken are within the scope of the Company's authorization.

Article 26Internal audit of derivatives：

i. The audit office shall establish procedures for checking derivative
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transactions and include them in the implementation rules for internal audits.。

ii. The auditors shall periodically review the appropriateness of internal controls over derivative transactions, and monthly review the compliance of the execution department with the procedures for handling derivative transactions, analyze the transaction cycle, and prepare an audit report. If significant violations are found, the audit committee shall be notified in writing and the relevant personnel shall be punished according to the violations.
iii. The previous audit report should be reported to the FSC by the end of February of the following year, together with the implementation of the annual audit plan of internal audit operations, and the improvement of irregularities should be reported to the FSC for examination by the end of 。
May of the following year.
Article 27In the event of a merger, demerger, acquisition or transfer of shares, the Company shall appoint an accountant, attorney or securities underwriter to express an opinion on the reasonableness of the share exchange ratio, the acquisition price or the allotment of cash or other property to the shareholders for discussion and approval by the Board of Directors prior to convening a resolution of the Board of Directors. However, a merger between subsidiaries that directly or indirectly hold 100% of the issued shares or capital, or a merger between subsidiaries that directly or indirectly hold 100% of the issued shares or capital, is exempt from obtaining an opinion of reasonableness issued by the foregoing expert.
A public document addressed to the shareholders, together with the expert opinion mentioned above and the notice of the shareholders' meeting, shall be prepared prior to the shareholders' meeting for their reference as to whether or not to agree to the merger, demerger, or acquisition. However, except for the exemption from convening a shareholders' meeting to resolve a merger, demerger or acquisition under other laws and regulations.

If a shareholders' meeting of a company involved in a merger, demerger or acquisition cannot be convened or resolved due to insufficient attendance or

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voting rights or other legal restrictions, or if the proposal is rejected by the shareholders' meeting, the company involved in the merger, demerger or acquisition shall immediately disclose to the public the reasons for the occurrence, the subsequent processing and the expected date of the 。 shareholders' meeting.

Article 28The Company shall hold a board of directors' meeting and a shareholders' meeting on the same day to resolve merger, demerger or acquisition-related matters, unless otherwise required by other laws or special factors are reported to the FSC for prior approval.

The company participating in the transfer of shares shall hold a board meeting on the same day unless otherwise required by other laws or special factors are reported to the FSC for prior approval.

Companies involved in mergers, demergers, acquisitions or share transfers that are listed or whose shares are traded on the business premises of a securities dealer shall keep a complete written record of the following information for five years for inspection：

i.Basic Staff Information：This includes the title, name, and ID number (or passport number in the case of foreign nationals) of all persons involved in the merger, demerger, acquisition, or share transfer plan or its implementation prior to the disclosure of the information.

ii.Important Dates：This includes the date of signing a letter of intent or memorandum of understanding, appointing a financial or legal advisor, signing a deed, and a board meeting.

iii.Important Documents and Minutes of Board Meetings：This includes merger, demerger, acquisition or share transfer plans, letters or memoranda of intent, material contracts and minutes of board meetings.

A company involved in a merger, demerger, acquisition or transfer of shares that is listed or traded on a securities dealer's business office shall, within two days from the date of the board of directors' resolution, report the information in paragraphs 1 and 2 of the preceding paragraph in the prescribed format to the FSC on the Internet information system for record.

If a company participating in a merger, demerger, acquisition or transfer of

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shares is not a listed company or a company whose shares are traded on the trading floor of a securities firm, the listed company or the company whose shares are traded on the trading floor of a securities firm shall enter into an agreement with the company and comply with the provisions of the preceding two paragraphs. All persons participating in or having knowledge of the merger, demerger, acquisition or share transfer plan shall give a written undertaking of confidentiality and shall not disclose the contents of the plan to the public until the information is made public, nor shall they trade, on their own or in the name of others, in the stocks and other marketable securities of all companies with an equity interest in connection with the merger, demerger, acquisition or share transfer.

Article 29When the Company participates in a merger, demerger, acquisition or transfer of shares, the share exchange ratio or acquisition price shall not be changed at will except in the following circumstances, and the circumstances under which such change may be made shall be stipulated in the merger, demerger, acquisition or transfer of shares contract：
i. Cash capital increase, issuance of convertible bonds, gratis allotment of shares, issuance of corporate bonds with stock options, preferred shares with stock options, stock warrants and other marketable securities with stock options.
ii. Actions affecting the Company's finances and business, such as the disposal of significant assets
iii. The occurrence of a major disaster, a major change in technology or other events affecting the shareholders' equity or the price of securities.
iv. Adjustment of the purchase of treasury stock by either party involved in a merger, demerger, acquisition or transfer of shares in accordance with the law.
v. Changes in the number of entities or companies involved in mergers, demergers, acquisitions or share transfers.
vi. Other conditions that may be changed are stipulated in the contract and 。
are publicly disclosed.

The Company's merger, demerger, acquisition or share transfer contracts shall

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set forth the relevant matters in accordance with the regulations to safeguard the rights and interests of the participating companies.

Article 30 (New)

In the case of a merger, demerger, acquisition or transfer of shares in which the Company participates, the deed shall set forth the rights and obligations of the company participating in the merger, demerger, acquisition or transfer of shares and shall set forth the following：

。 i.Handling of Breach of Contract

ii.Principles for the treatment of treasury stock issued or repurchased prior to the dissolution or division of a company as a result of a merger.

iii.The number of treasury shares that the participating company may legally buy back after the base date for calculating the conversion ratio and the principles for handling such shares.

iv.The way to handle changes in the number of participants.

v.Estimated progress of project implementation and expected completion schedule.

vi.If the plan is not completed by the deadline, the scheduled date of the shareholders' meeting shall be convened in accordance with the law and other related procedures.

Article 31 Acquisition or disposal of assets of subsidiaries

i.The acquisition or disposal of assets by subsidiaries shall also be in accordance with the parent company's regulations.

ii.If a subsidiary is not a domestic public company and acquires or disposes of assets up to the standards required to be announced and reported under Article 8, the parent company shall handle the announcement and reporting.

iii.The reporting standard of the subsidiary's announcement that "20% of the Company's paid-in capital or 10% of its total assets" is based on the parent company's paid-in capital or total assets.

The said subsidiary shall be recognized in accordance with the Guidelines 。 Governing the Preparation of Financial Reports by Securities Issuers.

Article 32 Financial Statement Disclosures

If the Company acquires or disposes of assets that meet the criteria for

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announcement and reporting under Article 8 of these Procedures and the counterparty is a related party in substance, the Company shall disclose the announcement in the notes to the financial statements and report it to the shareholders' meeting.

Article 33 Any matters not covered by these procedures shall be handled in accordance with the "Regulations Governing the Acquisition or Disposal of Assets by Public Companies" established by the FSC and the Company's Articles of Incorporation.

Article 34 Implementation Date

This procedure shall be implemented after approved by the Board of Directors and submitted to the shareholders' meeting for approval, and shall be amended as well.

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Appendix IV

Election method of directors , Southeast Cement Corporation

Revised on June 17, 2016.

Article 1: The election of directors of the Company shall be governed by these Regulations, unless otherwise provided by law or the Articles of Association.

Article 2: The Directors of the Company shall be selected having regard to the overall composition of the Board.

Members of the Board should generally possess the knowledge, skills and qualities necessary to carry out their duties, and should have the following overall competencies.

i. Ability to exercise operational judgment.

ii. Accounting and financial analysis skills.

iii. Management skills. iv.Crisis management skills.

v.Industry knowledge. vi.International market perspective. vii.Leadership skills. viii.Decision-making ability.

Article 3: In accordance with Article 192-1 of the Companies Act, the Company shall adopt a candidate nomination system for the election of directors, and directors and independent directors shall be nominated separately.

The eligibility criteria for nomination and selection of independent directors of the Company are in accordance with the Rules Governing the Establishment and Compliance of Independent Directors of Public Companies. The Directors and Independent Directors of the Company shall be elected together and the number of places to be filled shall be counted separately.

Article 4: The election of directors of the Company shall be by the single cumulative voting system, whereby each share shall have the same number of votes as the number of directors to be elected, and each share shall have the right to vote for one person or for an allocated number of persons.

Article 5: The Board of Directors shall prepare and distribute to the shareholders the same number of ballot papers as the number of directors to be elected, with the number of election rights filled in.

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The name of the elector may be replaced by the attendance card number printed on the ballot paper.

For shareholders who exercise their election rights electronically, no separate ballot paper shall be issued.

Article 6: The elector shall state the name of the electee the shareholder's account number or ID card number in the "Elected" column of the ballot paper according to the list of candidates for directors and independent directors respectively. However, if the government or corporate shareholder is the "electee", the name of the government or corporate shareholder and the candidate number should be listed in the "electee" column of the ballot, and where there are several nominees, the names of the nominees should be added separately.

Article 7: At the commencement of the election, the Chairman shall appoint two

scrutineers in the capacity of members present and a number of tellers to perform the relevant duties.

Article 8: Ballot boxes for Directors are prepared separately by the Board and are opened by the scrutineers in public before voting.

Article 9: Directors (including independent directors) shall be elected from the list of candidates at the shareholders' meeting, and in accordance with the quotas set forth in the Articles of Association, the person with the highest number of votes representing the right to vote shall be elected as a director and an independent director respectively. A person who is also elected as a director or an independent director shall serve as a director or an independent director at his or her own discretion, and the vacancy shall be filled by the candidate with the next highest number of votes.

If more than two persons have the same number of proxies and the number of places is exceeded, lots shall be drawn by those who have the same number of proxies, or by the Chairman on behalf of those who are not present.

Article 10: An election ballot shall be invalid if one of the following circumstances applies i. If the election ballot specified in Article 5 of these Regulations is not used. ii.The person who puts a blank ballot paper into the ballot box.

iii. If more than two electors are listed on the same ballot paper.

iv. Any person who writes other words in addition to the name of the person to be elected and the shareholder's account number or identity card number.

v. The handwriting is blurred, illegible or altered.
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vi.The name of the person to be elected is the same as that of other shareholders, but the shareholder's account number or identity card number is not filled in to distinguish the person from others.

vii.Those who tear up ballot papers to make them incomplete.

viii.The elected director or independent director is not included in the list of candidates for election as director or independent director.
Article 11: Votes will be taken on the spot when the ballot has been completed and the result will be announced by the Chairman or designated persons on the spot.
Article 12: The Directors elected (including independent Directors) shall be notified separately by the Board of Directors of their election.
Article 13: Matters not provided for in this Act shall be governed by the Articles of Association, the Companies Act and the relevant laws and regulations.
Article 14: This Act shall come into force upon its approval by the shareholders' meeting a nd shall be amended accordingly.

As amended, it shall be effective from 2017.

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Appendix V

Shareholdings of individual and all directors recorded in the register of shareholders as of April 30, 2022

Statutory minimum shareholding of all directors is 22,880,032 (4%).

Base date: April 30, 2022

Position	Name	Number of shares recorded in the register of shareholders on the book-close date
Chairman	Dongshu Investment Co., Ltd.; representative: Min-Duan Chen	80,496,816
Vice Chairman	Consortium Legal Person Chen Chao-Shu Charity Foundation;representative: Guan-Hua Chen	24,885,291
Vice Chairman	Dongshu Investment Co., Ltd.; representative: Tian-Chi Chen	80,496,816
Vice Chairman	Consortium Legal Person Chen Chao-Shu Charity Foundation;representative: Chang-Chi Wu	24,885,291
Vice Chairman	Likai Investment Co., Ltd.; representative: Li-HsiangCheng	19,602,559
Vice Chairman	Changching Co., Ltd.; representative: Chao-HsiungYang	40,070,010
Vice Chairman	Consortium Legal Person Southeast Cultural Foundation;representative: Chian-Hao Chen	33,421,803
Independent Director	Wen-Zai Yang	0
Independent Director	Jin-Bao Yeh	0
Independent Director	Yu-Hsin Chuang	0

Note：1. The paid-in capital of the company is NT$5,720,007,970 on April 30, 2022, and a total of 572,000,797 shares were issued.
All directors hold 198,476,479 shares, accounting for 34.70%.
Since the company has set up an Audit Committee, there is no statutory requirement for the number of shares to be held by supervisors.
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AI assistant

SE CEMENT — AGM Information 2022

51741_rns_2022-07-15_63d7cd27-2653-495f-8ef6-43c6e6b99cb0.pdf

Southeast Cement Corporation

General Shareholders’ Meeting of

2022

Meeting Handbook

Table of Contents

Southeast Cement Corporation

VII. Meeting Adjourned

Agenda of the 2022 General Shareholders’ Meeting, Southeast Cement Corporation

Report Items

(I) 2021 Business report

(II) Audit Committee’s report on the review of the 2021 final accounts

Audit Committee’s Review Report

(III) Report on the distribution of employee’s and directors’ remuneration for 2021

Directors’ remuneration

Remuneration for general and independent directors

Recognition Items

(I)

(II)

Discussion Items

(I)

(II)

(III)

Resolution：

(IV)

Explanation：

Resolution

Extraordinary motions

Meeting Adjourned

Annex I

Southeast Cement Corporation Business Report for the Year of 2021

1. Comparison of operating income, production and sales between 2021 and 2020:

2. Net profit and dividend

Annex II

Independent Auditor’s Report

To Southeast Cement Corporation

Audit

Opinion

Basis of Our Audit Opinion

Key Audit Items

Description of key audit items:

Corresponding audit procedures:

Other Matters

Responsibilities of the Management and Governance Unit for the Consolidated Financial Report

The Accountants’ Responsibility for Auditing the Consolidated Financial Report

Southeast Cement Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2021 and 2020

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2021 and 2020

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2021 and 2020

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Cash Flow January 1 to December 31, 2021 and 2020

(Continued)

Independent Auditor’s Report

Audit Opinion

Basis of Our Audit Opinion

Key Audit Items

Other Matters

Responsibilities of the Management and Governance Unit for the Individual Financial Report

The Accountants’ Responsibility for Auditing the Individual Financial Report

Southeast Cement Corporation Individual Balance Sheet December 31, 2021 and 2020

Southeast Cement Corporation Individual Statement of Comprehensive Income January 1 to December 31, 2021 and 2020

Southeast Cement Corporation Individual Statement of Changes in Equity January 1 to December 31, 2021 and 2020

Southeast Cement Corporation Individual Statement of Cash Flow

January 1 to December 31, 2021 and 2020

(Continued)

Annex III

Southeast Cement Corporation

2021

Earnings Distribution Table

Annex IV

Southeast Cement Corporation Comparison Table of Amendment to the “Operational Procedures for Acquisition and Disposal of Assets”

Annex V

Southeast Cement Corporation Comparison Table of Amendments to the “Articles of Association”

Annex V I

Southeast Cement Corporation Comparison Table of Amendments to “Rules of Procedure of Shareholders’ Meeting”

Annex VII

Southeast Cement Corporation Comparison Table of Amendment to the “Rules for Election of Directors”

Appendix I

Articles of Association, Southeast Cement Corporation

Chapter I General Provisions

SE CEMENT AGM Information 2022