Stock Code: 1104

Universal Cement Corporation 2023 Annual Meeting of Shareholders

Handbook

Meeting Time: 9:00 A.M. June 16, 2023 Place: Hai-fu Gypsum Board Plant, No. 18 HaiShan-Zhong St., Hai-fu Borough, Lu-Zhu Dist., Taoyuan City

This meeting is convened physically.

Table of Content

Procedure for the 2023 Annual Meeting of Shareholders ...... 1
Matters to Report ........................................................... 2
1. 2022 Business Report ..................................................................................................................... 2
2. Audit Committee’s Review Report on the 2022 Financial Statements .......................................... 2
3. Report on Employees and Directors’ compensation for the year of 2022 ..................................... 2
4. Report on Endorsement and Guarantee made in 2022 ................................................................. 2
5. Report on Loaning of Company Funds in 2022 .............................................................................. 3
Ratification .................................................................... 4
Proposal No. 1........................................................................................................................................... 4
Proposal No. 2........................................................................................................................................... 4
Matters for Discussion I ................................................. 7
Proposal No. 1........................................................................................................................................... 7
Election ......................................................................... 9
Election of members of the 24th Board of Directors (Proposed by the Board)...................................... 9
Matters for Discussion II ............................................. 10
Proposal No. 1......................................................................................................................................... 10
Appendices ................................................................... 12
Appendix 1.......................................................................................................................................... 13
Appendix 2.......................................................................................................................................... 15
Appendix 3.......................................................................................................................................... 17
Appendix 4.......................................................................................................................................... 39
Appendix 5.......................................................................................................................................... 40
Appendix 6.......................................................................................................................................... 41
Appendix 7.......................................................................................................................................... 42

Notice to readers

This English-version handbook is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. Shall there be any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Universal Cement Corporation

Procedure for the 2023 Annual Meeting of Shareholders

Call the Meeting to Order
Chairperson’s Remarks
Matters to Report
Ratification
Matters for Discussion I
Election
Matters for Discussion II
Questions and Motions
Adjournment

Matters to Report

2022 Business Report

(Please refer to appendix 1 and 2 of this meeting handbook)

Audit Committee’s Review Report on the 2022 Financial Statements (Please refer to appendix 3 of this meeting handbook)
The Company’s 2022 Financial Statements, 2022 Business Report and Proposal for Distribution of 2022 Profits have been audited and reported by Audit Committee. The financial statements were audited by independent auditors, LEE, Ji-Chen and YANG, CHAO-CHIN of Deloitte Touche Tohmatsu Limited. Please refer to appendix 4 of this meeting handbook.
Report on Employees and Directors’ compensation for the year of 2022 In accordance with Article 33 of the Company's Article of Incorporation, if there is profit at the end of each fiscal year, the percentage of profit of the current year distributable as employees' compensation shall be no lower than 1%, and employee remuneration allocated by stock or cash shall be determined by the Board, including employees of affiliated companies who meet certain conditions. With the profits mentioned above, the Board shall decide to allocate no more than 3% as directors' remuneration.

The Directors’ remuneration of NT$ 31,289,802 as well as employees’ compensation of NT$ 31,289,802 were issued by cash for the year of 2022. There is no difference between the distributed amount and the annual estimated amount of adopted expense.

Report on Endorsement and Guarantee made in 2022.

In compliance with Procedure for Making of Endorsements/Guarantees when making endorsements/guarantee for companies and companies of joint venture with business relations. As of the end of December, 2022, the total amount of endorsement/ guarantee is 570 million dollars, complied with the procedure and listed as below:

Unit: thousand dollars

	Unit: thousand dollars
Endorsement/ Guarantee Object	Amount
Universal Concrete Industry	120,000
Universal Concrete Investment	400,000
Uneo Inc.	50,000
In total	570,000

Report on Loaning of Company Funds in 2022 In compliance with Procedure for Loaning Funds to Other Parties when lending funds to companies and companies of joint venture with business relations. As of the end of December, 2022, the total approved credit for loaning of funds by th Company is 150 million dollars and in compliance with the procedure and listed as below:

Unit: thousand dollars

	Unit: thousand dollars
LoaningObject	Amount
Universal Concrete Industry	300,000
Universal Concrete Investment	800,000
Uneo Inc.	100,000
Tainan Concrete Industry	300,000
In Total	1,500,000

Ratification

Proposal No. 1

Adoption of the 2022 Business Report, Financial Statements and Consolidated Financial Statement (Proposed by the Board)

Explanation:

The documents mentioned above have been approved by the Board on the 19th Meeting of the 23rd Board of Directors and audited by the Audit Committee. The financial statements were audited by independent auditors, LEE, Ji-Chen and YANG, CHAO-CHIN of Deloitte Touche Tohmatsu Limited. (Please refer to appendix 2 and 3 of this meeting handbook)

Resolution:

Proposal No. 2

Adoption of the Proposal for Distribution of 2022 Profits (Proposed by the Board)

Explanation:

The Board has adopted the Proposal for Distribution of 2022 Profits in accordance with the Company’s Article of Association, approved by the Board on the 20th Meeting of the 23rd Board of Directors and audited by the Audit Committee.
It is proposed to distribute a cash dividend of 1.5 dollars per share to shareholders (amount to be rounded up to dollar), dividend distributable at less than 1 dollar shall be recognized by the Company as other income. Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to decide on dividend date and

ex-rights date and distribute accordingly.

It is further proposed to distribute a stock dividend of 0.3 dollars per share , 30 shares for holders of every thousand shares. Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to decide on ex-dividend date subject to the approval of this distribution by the competent authorities.
If the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, handling capital increase in cash, execution conversion of employee stock options, transfer or cancellation of treasury stocks, conversion of corporate bonds, repurchase of company shares, or other reasons that affect share changes, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

Resolution:

Universal Cement Corporation

PROFIT DISTRIBUTION TABLE

Year 2022

Unit: NT Dollars

Item	Amount
Unappropriated Retained Earnings of Previous Years	5,329,606,918
Minus: Adjustment incurred by Affiliates under equity method	(36,999)
Plus: Disposal of equity instrument at FVOCI	1,076,698
Plus: Net Profit of 2022 after tax	2,041,395,237
Minus: Legal reserve	(204,243,224)
Earnings available for distribution	7,167,795,930
Distribution of:
Dividend in Cash (NTD 1.5 per share)	980,413,788
Dividend in Stock (NTD 0.3 per share)	196,082,750
Unappropriated Retained Earnings for year ended in 2021	5,991,299,392

Chairman: President: Accounting manager:

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Matters for Discussion I

Proposal No. 1

Issuance of new stock by appropriation of earnings from 2022 (Proposed by the Board)

Explanation:

For the improvement of the investment portfolio and capital expenditure of the Company and strengthening the competitiveness of the Company, it is proposed to issue 19,608,275 shares of common stock, face value at NTD 10 per share, with distributable earnings from 2022 of NTD 196,082,750 pursuant of Article 240 of Company Act.
It is proposed to authorize the Board to decide on the ex-dividend date regarding this issuance of new share with earnings pending on the approval of the Shareholders’ Meeting followed by the approval of competent authority. By reference to the list of the shareholders at the record date, the holders of every 1,000 shares will be distributed with 30 shares. It is proposed that the shareholders be demanded to accumulate fractional share distributed to full share at its discretion within 5 days from date for suspension of share transfer . It is further proposed that fractional share not successfully accumulated to be converted into cash at its face value and that the Chairman of the Board to assign the subscription thereof to specific person at its face value.
For the change of number of outstanding share and distribution ratio thereof due to change of regulation or adjustment by competent authority, capital increase in cash, execution of stock options by employee, transfer or cancel of treasury stock, conversion of convertibles, buybacks of the share of the Company and other reason with similar effects, it is proposed that the shareholders’ meeting to authorize the Board of Directors to

adjust distribution ratio of the total distributable amount approved in this proposal according to the number of shares outstanding at the record date.

The issuance of new share under this proposal will be issued without printing physical stock according to relevant rules by TWSE.
The paid-in capital after this increase of capital will be NTD 6,732,174,670.

Resolution:

Election

Election of members of the 24th Board of Directors (Proposed by the Board)

Explanation:

Whereas the term of office of 23[rd] Board of Directors will be ended on June 14 of 2023. Pursuant to Article 195 of Company Act, the term of office of 23rd Board of Directors will be extended to election and inaugural of 24th Board of Directors.
Pursuant to Article 20 of Article of Incorporation of the Company, the Board of Directors shall consist of 5 to 7 directors elected by the Shareholders’ meeting from list of candidates with legal competence. The term of each Board shall be three years and re-election is permitted.
In consideration of the need of corporate governance and the operation of the Board of Directors and in compliance with the article of incorporation, it is proposed to elect 7 directors, including 4 independent directors, whose term of office shall be from June 16, 2023, to June 15, 2026. Candidate nomination systems is applicable to the current election of Directors and Independent Directors and the shareholders shall elect from the lists of candidates.
Please refer to Appendix 8 of this manual for the list of candidates for Directors and Independent Directors.

Resolution:

Matters for Discussion II

Proposal No. 1

Granting of waiver on the non-competition of newly elected Directors (Proposed by the Board)

Explanation:

Pursuant to Article 209 of Company Act, Directors conducting business for himself or on behalf of others that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such business and acquire its approval.
The Company, within its discretion, has yet forgone the possibility to assign candidates of current election of the Directors to take office Directors at companies operating in business scope similar to that of the Company, Therefore, it is proposed, pursuant to applicable law, to the Shareholders’ Meeting to agree to waive the restriction on the Directors and its representative of conducting competing business.
Please refer to Appendix 9 of this manual for the description on directors conducting competing business.

Resolution:

Questions and Motions

Adjournment

Appendices

Letter to Shareholders
2022 Business Report
2022 Financial Statements and Consolidated Financial Statement
Audit Committee’s Review Report
Current Shareholding of Directors
Information of Employees’ and Directors’ Compensation
Influence on issuance of bonus shares toward the company’s operating performance, earnings per share, and shareholders return on investment.
List of candidates for directors(including independent directors)
Release the Prohibition on Directors from Participation in Competitive Business.

Appendix 1 Letter to Shareholders

Greetings to all of our valued shareholders,

In 2022, we experienced lukewarm global economy recovery due to COVID-19. Taiwan’s domestic economy performed well in comparison as a result of the success of pandemic-prevention policies and the government passing of the Infrastructure Development Program. At the same time, rising tension between the US and China has brought foreign corporates to invest in Taiwan, increasing the demand for new factory facilities and office building and contribute steady growth of sales of building material business of the company. The following is business performance of the company in 2022:

In 2022, the sales of cement were 500 thousand tons, representing a YOY decline of 5%, the sales of ready-mixed concrete (RMC) were 1.94 million cubic meters, representing a YOY growth of 7% and the sales of gypsum boards were 15.78 million square meters, representing a YOY growth of 6%. Total consolidated revenue for 2022 was NT$ 7.06 billion, showing a growth of 16% compared with last year; Net profit after tax of the year was NT$ 2.18 billion representing a YOY growth of 96% due to the growth in investment earnings; Earnings per share had reached NT$ 3.12.

Building Material business group continues to enhance the functional performance of gypsum board such as moisture resistance, fire resistance, sound insulation, convenience in construction and recycling. We also strive to provide users with more drywall systems including rooftop and cladding system, at the same time, we have combined our diverse gypsum board products with the exterior wall panel system of the brand “NICHIHA” from Japan to extend the application from the interior to the outside of buildings, offering a new option for customers.

RMC business group continued to supply for the demand for factories, offices, public construction, and the residences on the periphery of Hsinchu, Taichung, Tainan, Kaohsiung and Pingtung.

Micro-Deformable Piezoresistive Sensor, the technology by our subsidiary company, Uneo Inc. was making a great progress in consumer electronics, stylus, industrial and semiconductor equipment, smart health and smart warehouses. Uneo Inc. seeks to enhance synergy with world-renowned corporation in standardizing, systemizing, and modularizing the product development based on the advanced technology and the past experiences of customization to shorten the product development cycle and raise the profit.

Looking into 2023, we will continue to solidify our footprint in public construction, factories, commercial buildings, and housing projects. Xiaogang RMC Plant and Madou RMC Plant renewals are estimated to complete in the fourth quarter of 2023.With ten

Ready-mixed concrete plants and two gypsum board plants, we expect to achieve the cement sales volume target of 480 thousand tons, RMC sales volume target of 1.85 million cubic meters, and gypsum board sales volume target of 16.35 million square meters. Beyond our current business, we also continue to seek growth opportunities horizontally and vertically. With the rising awareness of ESG, we will also proactively seek for new production methods and materials to ameliorate the impact the company levy on the environment.

As a leader in film type pressure sensor industry, Uneo Inc. has been the designated smart manufacturing sensor system supplier for various world-renowned companies since Industry 4.0 has become a clear direction. Moreover, our module for smart health and smart inventory control are also two foci and UNEO seeks to promote these solutions to industry leaders in North America and Europe. With the steadily-growing market demand for consumer electronics, we are anticipating a significant growth in sales performance of the sensor component business for 2023.

In conclusion, we are sincerely grateful for the support from all of our shareholders. We will continue to strive for the corporate’s innovation and steady growth, keeping to corporate governance, ethical corporate management, sustainable development, fulfillment of social responsibility to make UCCTW thriving in the future.

Chairman

HOU, Bo-Yi

Appendix 2 I. Manufacture

(1) Cement

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Business Report
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The Company manufactured 443,929 tons of cement (Alian Plant) in 2022, the production volume for the whole year decreased by 74,829 tons compared with that of 2021 compared with that in 2022, with an decrease rate of 20.27%.

(2) Concrete

The company manufactured 1,676,719 m[3] of concrete in 2022, the production volume for the whole year decreased by 130,451 m[3] compared with that in 2021, with an decrease rate of 8.44%.

(3) Gypsum board

The company manufactured 15,370,968 m[2] (Haifu Plant) of ， gypsum board in 2022 the production volume for the whole year increased by 366,789 m[2] compared with that in 2021, with an increase rate of 2.44 ％ .

II. Sale
(1) Cement

The company sold 437,986 tons of cement (Including 168,659 tons for self-use) in 2022; the total sales volume decreased by 64,013 tons compared with that in 2021, with an decrease rate of 17.12%.

(2) Concrete

The company sold 1,676,719 m[3] of concrete in 2022; the total sales volume decreased by 130,451 m[3] compared with that in 2021, with an decrease rate 8.44%.

(3) Gypsum board

The company sold 15,775,695 m[2] in 2022; the total sales volume increased by 944,072 m[2] compared with that in, with an increase rate of 6.37 ％ .

III. Revenue

The company’s net operating income for year 2022 was NT$ 5,710,196 thousand dollars, an increase of NT$ 883,756 thousand

dollars compared with that of the year 2021, with an increase rate 18.31%.

IV. Earning

The earnings after tax of year 2022 is NTD 2,041,395 thousand dollars, decreased 953,317 thousand dollars compared to 2021. The decrease rate was 87.61%, and the after-tax earnings per share was NT$3.12, which was an decrease of NTD 1.46 compared with the 2021 fiscal year, and the decrease rate was 87.95%.

Chairman:

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President:

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Accounting manager:

Appendix 3 INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Universal Cement Corporation

Opinion

We have audited the accompanying financial statements of Universal Cement Corporation (the Company), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of Taiwan, the Republic of China (ROC).

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements

as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Company’s financial statements for the year ended December 31, 2022 is stated as follows:

Occurrence of sales of concrete products

Refer to Note 4(14) and Note 23, the Company mainly manufactures and sells cement, ready mixed concrete and gypsum board panels. The sales amount of some concrete products changed greatly in 2022 and the change can be due to changes in volume or price or both. Sales is the main source of the Company’s revenue and has a material impact on the Company’s financial statements. Consequently, occurrence of sales of concrete products is considered as a key audit matter.

Our audit procedures in respect of the above key audit matter are described as follows:

We understood the design of the Company’s internal controls on accounting for sales. We tested the implementation and operating effectiveness of the internal controls.
We selected samples from the sales records, and verified that the products and quantities listed on the delivery orders and the invoices are the same and for the same customers. We noted that the delivery orders are signed by the customers and confirmed that the payee matched the transaction counterparty.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

1 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
3 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
6 Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chi Chen Lee and Chao Chin Yang.

Deloitte & Touche Taipei, Taiwan

Republic of China

March 16, 2023

Notice to Readers

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

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

Universal Cement Corporation

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

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets at amortized cost - current (Notes 4, 9, 10 and 33) Contract assets - current (Notes 4 and 23) Contract assets from related parties - current (Notes 4, 23 and 32) Notes receivable (Notes 4 ,11 and 23) Net Accounts receivable (Notes 4,11 and 23) Accounts receivable from related parties (Notes 4, 11,23 and 32) Other receivables (Notes 4 and 32) Inventories (Notes 4 and 12) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9, 10 ) Investments accounted for using equity method (Notes 4 and 13) Property, plant and equipment (Notes 4 and 14) Right - of - use assets (Notes 4 and 15) Investment properties (Notes 4 and 16) Other intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 25) Prepayments for equipment Net defined benefit assets(Notes 4 and 21) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4 and 18) Short-term bills payable (Note 4 and 18) Contract liabilities - current (Notes 4 and 23) Notes payable (Note 19) Accounts Payable (Note 19) Accounts Payable to related parties (Notes 19 and 32) Other payables (Note 20 and 32) Current tax liabilities (Notes 25) Lease liabilities - current (Notes 4, 15 and 32) Other current liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4, 15 and 32) Guarantee deposits Net defined benefit liabilities - non-current (Notes 4 and 21) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 22) Capital stock - common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31, 2022 Amount % $ 306,017 1 7,535 - 1,858,020 7 67 - 1,759 - 4,437 - 399,898 2 1,216,542 5 44,977 - 221,862 1 304,870 1 19,562 - 3,907 - 4,389,453 17 2,076,812 8 4,657 - 12,640,982 48 6,326,916 24 58,557 - 634,706 3 11,324 - 11,251 - 30,031 - 6,697 - 21,801,933 83 $ 26,191,386 100 $ 2,210,000 9 799,261 3 240 - 30 - 609,753 2 47,288 - 316,494 1 112,632 1 10,587 - 21,674 - 4,127,959 16 1,088,991 4 48,170 - 8,362 - - - 1,145,523 4 5,273,482 20 6,536,092 25 123,499 - 2,715,883 11 3,185,793 12 7,372,038 28 13,273,714 51 984,599 4 20,917,904 80 $ 26,191,386 100		December 31, 2021
		Amount $ 306,017 7,535 1,858,020 67 1,759 4,437 399,898 1,216,542 44,977 221,862 304,870 19,562 3,907 4,389,453 2,076,812 4,657 12,640,982 6,326,916 58,557 634,706 11,324 11,251 30,031 6,697 21,801,933 $ 26,191,386 $ 2,210,000 799,261 240 30 609,753 47,288 316,494 112,632 10,587 21,674 4,127,959 1,088,991 48,170 8,362 - 1,145,523 5,273,482 6,536,092 123,499 2,715,883 3,185,793 7,372,038 13,273,714 984,599 20,917,904 $ 26,191,386		Amount % $ 104,869 - 6,866 - 2,081,210 9 67 - 2,545 - 4,437 - 395,276 2 1,000,841 4 36,742 - 106,365 1 266,451 1 16,310 - 3,686 - 4,025,665 17 1,709,936 7 4,707 - 11,111,932 46 6,629,770 27 39,323 - 685,616 3 8,051 - 16,702 - 23,287 - - - 20,229,324 83 $ 24,254,989 100 $ 1,780,000 7 1,059,292 4 1,224 - - - 578,635 3 43,229 - 258,827 1 107,052 1 13,445 - 18,590 - 3,860,294 16 1,088,997 5 26,072 - 8,827 - 37,334 - 1,161,230 5 5,021,524 21 6,536,092 27 66,950 - 2,607,075 11 3,185,793 13 6,092,023 25 11,884,891 49 745,532 3 19,233,465 79 $ 24,254,989 100

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

Universal Cement Corporation

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

OPERATING REVENUE (Notes 4, 23 and 32) OPERATING COSTS (Notes 12, 21, 24 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 21, 24 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 13, 24 and 32) Interest income Other income Other gains and losses Interest expenses Share of profit or loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 21, 22 and 25) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income or loss of associates accounted for using the equity method		2022
	( (

Universal Cement Corporation

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

Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of the other comprehensive income of associates accounted for using the equity method Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) Basic Diluted		2022	% - 2 2 2 4 40		2021
		Amount $ - 93,777 146,367 146,367 240,144 $ 2,281,539 $ 3.12 3.11			Amount % $ 335 - 260,547 5 (53,545) (1) (53,545) (1) 207,002 4 $ 1,295,080 27 $ 1.66 1.66

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

(Concluded)

Universal Cement Corporation

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

Capital Surplus 65,822 - - 418 527 605 ( 4 ) - - - $ 66,950 56,211 340 ( 2 ) - - $ 123,499		Retained Earnings	Unappropriated Earnings 5,838,490 ( 115,575 ) ( 718,970 ) - - - - 1,088,078 - 1,088,078 $ 6,092,023 ( 108,808 ) ( 653,609 ) - 1,077 ( 40 ) - 2,041,395 - 2,041,395 $ 7,372,038			Other Equity				Total Equity
	Legal Reserve 2,491,500 115,575 - - - - - - - - $ 2,607,075 108,808 - - - - - - - $ 2,715,883	Special Reserve 3,185,793 - - - - - - - - - $ 3,185,793 - - - - - - - - $ 3,185,793		Exchange Differences on Translating Foreign Operations ( 892,298 ) - - - - - - - ( 53,545) ( 53,545) ($ 945,843) - - - - - - 146,367 146,367 ($ 799,476))	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income 1,396,993 - - - - - - - 241,879 241,879 $ 1,638,872 - - - (1,077) - - - 74,103 74,103 $ 1,711,898	Remeasurement of Defined Benefit Plans 51,052 - - - - - - - 18,668 18,668 $ 69,720 - - - - - - 19,674 19,674 $ 89,394		other
			( ( ( ( (	( ( ( ( (			( ( (		( ( ( ( $
(

$										$
(

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

(Concluded)

Universal Cement Corporation

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

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (gain) recognized Interest expenses Interest income Dividend income Share of profit of associates Loss (Gain) on disposal of property, plant and equipment net Net gain on fair value changes of financial assets designated as at fair value through profit or loss Gain on disposal of investment properties Gain on disposal of other intangible assets Regarded as gain on disposal of associate Inventory write-downs Impairment loss on assets Gain on lease modification Changes in operating assets and liabilities Contract assets (Including related parties) Notes receivable Accounts receivable (Including related parties) Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable (Including related parties) Accounts payable (Including related parties) Other payables Other current liabilities Net defined benefit liability Cash generated from operations Interest received Dividends received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Financial assets at fair value through other comprehensive income Proceeds from the liquidation of financial assets at fair value through other comprehensive income Increase in financial assets at amortized cost Decrease in financial assets at amortized cost Acquisitions of financial assets at fair value through profit or loss		2022 $ 2,215,034 123,591 2,415 8,487 35,034 1,775 ) 193,444 ) 1,042,108 ) (3,950) 669 ) 107,131 ) - 373,540 ) - 274,161 93 ) 44,029 ) 983 4,622 ) 232,620 ) 4 38,419 ) 3,252 ) 221 ) 984 ) 30 35,177 60,983 3,084 2) 712,124 1,775 402,700 $ 162,614) 953,985 - - 1,160 ) 1,210 -		2021
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (			$ 1,201,101 114,763 2,992 (1,954) 20,939 (141) (142,112) (424,060) 17 (491) - (2,989) 752 - - 3,531 (33,224) (187,726) (772) (19,913) 29,608 1,473 659 (209) 98,201 (2,555) (92) (18,777) 639,021 141 689,375 (63,482) 1,265,055 (321,038) - (541) 11,029 (59,033) (Continued)

26 -

Universal Cement Corporation

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

Acquisitions of investments accounted for using equity method Refunds from financial assets at fair value through profit or loss Payments for property, plant and equipment Refunds from disposal of property, plant and equipment Payments for intangible assets Refunds from disposal of intangible assets Payments for investment properties Refunds from disposal of investment properties Increase in other receivables Dncrease in other receivables Dncrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Increase (decrease) in short-term bills payable Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Interest Paid Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	( (		2022 (169,690) - 93,608 ) 6,443 5,688 ) - (3,956) 161,430 (220,500) 105,000 - (220,519) 430,000 260,000 ) 665 1,130 ) 13,437 ) 653,609 ) 34,807) 532,318 ) 201,148 104,869 $306,017	2021 ($ 428,490) 52,658 (191,534) 214 (3,443) 3,000 (210) - (147,000) 42,000 380 (1,042,008) 495,000 20,000 655 (260) (19,132) (718,970) (20,653) (243,360) (20,313) 125,182 $ 104,869

	( ( ( ( ( (

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

(Concluded)

27 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Universal Cement Corporation

Opinion

We have audited the accompanying consolidated financial statements of Universal Cement Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of Taiwan, the Republic of China (ROC).

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is stated as follows:

Occurrence of sales of concrete products

Refer to Note 4(13) and Note 24. The Group mainly manufactures and sells cement, ready mixed concrete and gypsum board panels. The sales amount of some concrete products changed greatly in 2021 and the change can be due to changes in volume or price or both. Sales is the main source of the Group’s revenue and has a material impact on the Group’s consolidated financial statements. Consequently, occurrence of sales of concrete products is considered as a key audit matter.

Our audit procedures in respect of the above key audit matter are described as follows:

28 -
1 We understood the design of the Group’s internal controls on accounting for sales. We tested the implementation and operating effectiveness of the internal controls.
2 We selected samples from the sales records, and verified that the products and quantities listed on the delivery orders and the invoices are the same and for the same customers. We noted that the delivery orders are signed by the customers.

Other Matter

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

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

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

1 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
29 -
2 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
3 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
5 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
6 Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chi Chen Lee and Chao Chin Yang.

Deloitte & Touche Taipei, Taiwan

Republic of China March 16, 2023

30 -

Notice to Readers

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

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

31 -

Universal Cement Corporation and Subsidiaries

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

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets at amortized cost - current (Notes 4, 9, 10 and 33) Contract assets - current (Notes 4 and 24) Contract assets from related parties - current (Notes 4, 24 and 32) Notes receivable (Notes 4,11 and 24) Net Accounts receivable (Notes 4,11 and 24) Accounts receivable from related parties (Notes 4,11,24 and 32) Other receivables (Notes 4) Current tax assets (Notes 4 and 26) Inventories (Notes 4 and 12) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9, 10 and 33) Investments accounted for using equity method (Notes 4 and 14) Property, plant and equipment (Notes 4 and 15) Right - of - use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 26) Prepayments for equipment Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4 and 19) Short-term bills payable (Note 19) Contract liabilities - current (Notes 4 and 24) Notes payable (Note 20) Accounts Payable (Note 20) Accounts Payable to related parties (Notes 20 and 32) Other payables (Note 21) Current tax liabilities (Notes 26) Lease liabilities - current (Notes 4, 16 and 32) Other current liabilities (Note 21) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 4, 16 and 32) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 23) Capital stock - common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON - CONTROLLING INTERESTS Total equity TOTAL		December 31, 2022 Amount % $ 784,464 3 81,411 - 2,261,853 8 107,357 - 1,758 - 4,437 - 537,064 2 1,404,534 5 41,684 - 660 - - - 393,983 2 23,958 - 5,423 - 5,648,586 20 43,733 - 2,401,004 9 11,294 - 10,618,566 38 7,911,538 29 263,949 1 841,880 3 11,992 - 13,898 - 30,031 - 15,424 - 22,163,309 80 $ 27,811,895 100 $ 2,290,000 8 999,088 4 2,084 - 188,745 1 666,974 2 37,276 - 370,160 1 121,860 1 52,153 - 22,970 - 4,751,310 17 1,305,718 5 218,710 1 - - 9,679 - 1,534,107 6 6,285,417 23 6,536,092 23 123,499 - 2,715,883 10 3,185,793 11 7,372,038 27 13,273,714 48 984,599 4 20,917,904 75 608,574 2 21,526,478 77 $ 27,811,895 100		December 31, 2021
				Amount % $ 292,032 1 90,366 1 2,549,259 10 80,537 - 2,625 - 4,437 - 450,089 2 1,177,212 5 34,164 - 2,473 - - - 297,842 1 18,910 - 4,715 - 5,004,661 20 22,022 - 1,999,074 8 17,148 - 9,892,845 39 6,890,696 28 281,342 1 935,834 4 8,404 - 20,690 - 24,106 - - - 20,092,161 80 $ 25,096,822 100 $ 1,780,000 7 1,224,036 5 10,275 - 69,270 - 635,843 3 34,868 - 296,404 1 119,517 1 54,192 - 20,638 - 4,245,043 17 1,187,811 5 233,167 1 35,041 - 11,284 - 1,467,303 6 5,712,346 23 6,536,092 26 66,950 - 2,607,075 11 3,185,793 13 6,092,023 24 11,884,891 48 745,532 3 19,233,465 77 151,011 - 19,384,476 77 $ 25,096,822 100

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

32 -

Universal Cement Corporation and Subsidiaries

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

OPERATING REVENUE (Notes 4, 24 and 32) OPERATING COSTS (Notes 12, 22 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 22, 25 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Notes 14, 25 and 32) Interest income Other income Other gains and losses Interest expenses Share of profit or loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 23 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income or loss of associates accounted for using the equity method		2022	% 100 81 19 2 4 1 - 7 12 - 4 7 (1 12 22 34 3 31 - 1 -		2021
		Amount $ 7,055,789 5,689,489 1,366,300 119,394 299,545 92,355 13,916 525,210 841,090 1,982 269,741 488,752 (41,671) ) 823,435 1,542,239 2,383,329 199,837 2,183,492 $ 4,106 73,867 17,190			Amount % $ 6,079,107 100 4,947,290 82 1,131,817 18 84,347 2 261,793 4 78,683 1 (3,208) - 421,615 7 710,202 11 1,109 - 207,695 3 (22,352) - (29,292) - 372,900 6 530,060 9 1,240,262 20 126,036 2 1,114,226 18 $ 9,967 1 243,289 4 6,884 - (Continued)

33 -

Universal Cement Corporation and Subsidiaries

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

Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of the other comprehensive income or loss of associates accounted for using the equity method Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 27) Basic Diluted		2021	% - 1 2 2 3 34 29 2 31 32 2 34		2021
	(	Amount 821) 94,342 146,367 146,367 240,709 $ 2,424,201 $ 2,041,395 142,097 $ 2,183,492 $ 2,281,539 142,662 $ 2,424,201 $ 3.12 3.11			Amount % 351 - 260,491 5 (53,545) (1) (53,545) (1) 206,946 4 $ 1,321,172 22 $ 1,088,078 18 26,148 - $ 1,114,226 18 $ 1,295,080 21 26,092 1 $ 1,321,172 22 $ 1.66 1.66

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

(Concluded)

34 -

Universal Cement Corporation and Subsidiaries

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

				Equity Attributable to Owners of	Equity Attributable to Owners of	Equity Attributable to Owners of	the Company							Non-controlling Interests $ 129,126 - - ( 2,017 ) - - 26,148 ( 56) 26,092 ( 2,190) 151,011 - - ( 155,893 ) 479,869 - - - 142,097 565	Total Equity	Total Equity
Capital Stock - Common Stock $ 6,536,092 - - - - - - - - - 6,536,092 - - - - - - - - -		Capital Surplus $ 65,822 - - 527 605 4 - - - - 66,950 - - 56,211 - - 340 2 - -		Retained Earnings Special Reserve Unappropriated Earnings $ 3,185,793 $ 5,838,490 - ( 115,575 ) - ( 718,970 ) - - - - - - - 1,088,078 - - - 1,088,078 - - 3,185,793 6,092,023 - ( 108,808 ) - ( 653,609 ) - - - - - 1,077 - ( 40 ) - - - 2,041,395 - -				Other Equity				Total $ 538,530 - - - - - - 207,002 207,002 - 745,532 - - - - 1,077 ) - - - 240,144
			Legal Reserve $ 2,491,500 115,575 - - - - - - - - 2,607,075 108,808 - - - - - - - -	Special Reserve $ 3,185,793 - - - - - - - - - 3,185,793 - - - - - - - - -		Exchange Differences on Translating Foreign Operations ( $ 892,298 ) - - - - - - ( 53,545) ( 53,545) - ( 945,843 ) - - - - - - - - 146,367	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ 1,396,993 - - - - - - 241,879 241,879 - 1,638,872 - - - - ( 1,077 ) - - - 74,103	Remeasurement of Defined Benefit Plans $ 51,052 - - - - - - 18,668 18,668 - 69,720 - - - - - - - - 19,674		other
	( (				( ( ( ( (	( ( ( (	(		( (	$ 17,217 - - - - - - - - - 17,217 - - - - - - - - -	(		( ( ( (	( ( ( (	( ( ( ( ( ( (	$ 18,785,353 - 718,970 ) 1,490 ) 605 4 ) 1,114,226 206,946 1,321,172 2,190) 19,384,476 - 653,609 ) 99,682 ) 479,869 - 300 2 ) 2,183,492 240,709

35 -

Universal Cement Corporation and Subsidiaries

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

			Equity Attributable to Owners of	Equity Attributable to Owners of	the Company					Non-controlling Interests Total Equity 142,662 2,424,201 ( 9,075) ( 9,075) $ 608,574 $ 21,526,478	Non-controlling Interests Total Equity 142,662 2,424,201 ( 9,075) ( 9,075) $ 608,574 $ 21,526,478
Capital Stock - Common Stock - - $ 6,536,092	Capital Surplus - - $ 123,499		Retained Earnings Special Reserve Unappropriated Earnings - 2,041,395 - - $ 3,185,793 $ 7,372,038			Other Equity			Total 240,144 - $ 984,599
		Legal Reserve - - $ 2,715,883	Special Reserve - - $ 3,185,793	Exchange Differences on Translating Foreign Operations 146,367 - ($ 799,476)	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income 74,103 - $ 1,711,898	Remeasurement of Defined Benefit Plans 19,674 - $ 89,394		other
				(			(	- - $ 17,217		(	2,424,201 9,075) $ 21,526,478

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

(Concluded)

36 -

Universal Cement Corporation and Subsidiaries

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

2022
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
$ 2,383,329
Adjustments for:
Depreciation expenses

175,370
Amortization expenses

2,657
Expected credit loss (gain) recognized

13,916
Net gain on fair value changes of financial assets designated
as at fair value through profit or loss
12,244
Interest expenses
41,671
Interest income
(1,982)
Dividend income
(227,609)
Share of profit of associates
(823,435)
Loss (Gain) on disposal of property, plant and equipment net
(3,968)
Gain on disposal of investment properties
(403,203)
Gain on disposal of other intangible assets
-
Gain on disposal of associates
(373,540
)
Inventory write-downs
461
Impairment losses on assets
274,161
Gains on defeasance
(44,029)
Changes in operating assets and liabilities
Contract assets (Including related parties)
1,064
Notes receivable
(86,975)
Accounts receivable (Including related parties)
(248,955)
Other receivables
1,888
Inventories
(96,602)
Prepayments
(5,048)
Other current assets
642
Contract liabilities
(8,191)
Notes payable (Including related parties)
119,468
Accounts payable (Including related parties)
33,539
Other payables
73,788
Other current liabilities
2,503
Net defined benefit liability

(2,330)

Cash generated from operations
809,550
Interest received
1,974
Dividends received
406,771
Income tax paid

(205,228)

Net cash generated from operating activities

1,013,067

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of financial assets at fair value through other
comprehensive income
(38,916)
Proceeds from the liquidation of financial assets at fair value
through other comprehensive income
-
Increase in financial assets at amortized cost
(22,060)

2021
$ 1,240,262
173,235
3,183
(3,208)

4,201

29,292

(1,109)

(160,502)

(372,900)

17

-

(2,989)

272

-

-

8,234

14,742

(261,593)

(1,164)

(14,669)

29,653

2,959

5,818

(63,727)

130,364

7,284

613
(19,042)

749,226

1,109

699,022
(67,146)
1,382,211

(552,449)

-

(5,726)
(Continued)

37 -

Universal Cement Corporation and Subsidiaries

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

Decrease in financial assets at amortized cost Acquisitions of financial assets at fair value through profit or loss Refunds from financial assets at fair value through profit or loss Acquisitions of investments accounted for using equity method Net cash outflow of acquired subsidiary (Note28) ) Payments for property, plant and equipment Refunds from disposal of property, plant and equipment Payments for intangible assets Refunds from disposal of intangible assets Payments for investment properties Refunds from disposal of investment properties Decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments from short-term bills payable Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Acquisitions of non-controlling interests Interest Paid Dividends paid to non-controlling interests Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2021 $ 16,094 (25,000) - (47,928) (9,300 (320,210) 6,462 (6,245) - (3,956) 499,950 - 48,891 510,000 ( 225,000 ) 665 ( 2,270 ) ( 50,970 ) ( 653,609 ) ( 99,682 ) ( 39,585 ) ( 9,075) ( 569,526) 492,432 292,032 $ 784,464	2021 $ 25,295 (176,719) 60,608 (27,000) - (203,984) 10 (3,523) 3,000 (210) - 379 (880,319) 313,000 (8,000) 655 (260) (59,836) (718,970) (1,490) (27,434) (2,190) (504,525) (2,633) 294,665 $ 292,032

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

(Concluded)

38 -

Appendix 4

Review Report by Audit Committee

==> picture [411 x 526] intentionally omitted <==

Appendix 5 Current Shareholding of Directors

The minimum number of shares that all directors of the company should hold, and the number of shares held by individual and all directors as recorded in the shareholders register as of the closing date April 18.2023 for current shareholders meeting:

According to Article 26 of Securities and Exchange Act, the total shares held by all directors in summation shall not less than 4% (26,144,368 shares) of the issued share.
Number of shares held by individual directors and total:

Position	Name	Shareholdings
Chairman	Bo-Chih Investment Co., Ltd. Representative: HOU, BO-YI	27,893,282
Director	Sheng Yuan Investment Co., Ltd. Representative: HOU, ZHI-SHENG	65,255,811
Director	Yu Sheng Investment Co., Ltd. Representative: HOU, ZHI-YUAN	64,532,037
Director	Hsin Han Investment Co., Ltd. Representative: CHEN, JING-XING	220,450
Independent Director	ZHAN, YI-REN	0
Independent Director	HO-YI-DA	0
Independent Director	WANG, YONG-CHUN	0
Total		157,901,580
Shareholdings of All Directors is 24.16％of issued shares.

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Appendix 6 Information of Employees’ and Directors’ Compensation

Approved at the 19th meeting of the 23rd Board of Directors of the company on March 16, 2023. It is proposed to allocate NT$31,289,802 for employees' remuneration and NT$31,289,802 for directors' remuneration.
The Board proposed to allocate employees’ and directors’ compensation and the difference between the amount and the annual estimated amount of recognized expenses as well as the reason and the handling condition:

There is no difference between them.

Information disclosed in this Appendix matches the content in Item 3 of Matters to Report.
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Appendix 7 The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

Shareholder Return Rate	Shareholder Return Rate	Shareholder Return Rate
Year Item			2022 (Estimation)
Initialpaid-upcapital			6,536,091,920
Stock and cash dividends this year (Note 1)	Cash dividendsper share(dollars)		1.5
	Stock dividends per share form capital increase from retained earnings(stocks)		0.3
	Stock dividends per share form capital increase from capital surplus(stocks)		-
The change situation of business result	Operatingincome		Not applicable (Note 2)
	Year on year increase(decrease)ratio of operating income (percent)
	Profits after tax
	Year on year increase(decrease)ratio of profits after tax ( percent)
	Earningsper share(dollars)
	Year on year increase(decrease)ratio of earnings per share (percent)
	Average annual ratio of return on investment(percent)
Pro forma earnings per share and P/E ratio	If the Company changed the capital increase form retained earnings to cash dividends distribution	Pro forma earnings per share (dollars)	Not applicable (Note 2)
		Pro forma average annual ratio of return on investment (percent)
	If there is no capital increase from capital surplus	Pro forma earnings per share (dollars)
		Pro forma average annual ratio of return on investment (percent)
	If there is no capital increase from capital surplus and retained earnings, the Company distributes cash dividends	Pro forma earnings per share (dollars)
		Pro forma average annual ratio of return on investment (percent)

Note.1 : The Company decided to distribute cash dividends of 1.5 per share (dollars),and Stock dividends of 0.3

per share (dollars)(0.03 shares per share) by the Board on the 20th Meeting of the 23rd Board of Directors, but the final distribution will decide by 2023 shareholder meeting.

Note.2 : The Company doesn’t disclose complete financial forecast and therefore doesn’t need to disclose the

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2022 forecast information.

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Appendex 8

List of candidates for directors(including independent directors)

Nominee: Bo-Chih Investment Co., Ltd.

Category	Name	Education	Experience	Current Posts	Shareholding	Government/Cor
						poration
						Represented
Director	Bo-Chih Investment Co., Ltd	-	-	-	27,893,282	None
Director	Sheng Yuan Investment Co., Ltd. Representative: HOU, ZHI- SHENG	PhD. in Electronic Engineering from MIT, U.S.	Project Manager of Electronic & Optoelectronic System Research , ITRI Supervisor of Institute for Information Industry Manager of ITRI Directort of Tainan Spinning Co.,Ltd . Directort of UCC Investment Inc. Directort of Lio Ho Machine Works Ltd. Supervisor of Huan Chung Cement International Corporation	Directort of Univeral Cement Corporation President of Univeral Cement Corporation	65,255,811	Sheng Yuan Investment Co., Ltd
Director	Yu Sheng Investment Co., Ltd. Representative: HOU, ZHI-YUAN	Master degree in East Asia Studies from Harvard University	Directort of Tainan Spinning Co.,Ltd. Directort of UCC Investment Inc. Directort of Huan Chung Cement International Corporation Directort of Lio Ho Machine Works Ltd. Directort of Grand Bills Finance Corporation	Directort of Univeral Cement Corporation Executive Vice President Of Univeral Cement Corporation	64,532,037	Yu Sheng Investment Co., Ltd.

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Independent Director	Ho-Yi-Da	Master of Business Administration from MIT, U.S.	Chairman of YFY Inc. Chairman of Arizon RFID Technology(cayman)Co., Ltd.	Chairman of YFY Inc. Directort of E INK HOLDINGS INC. Chairman of Arizon RFID Technology(cayma n)Co.,Ltd.	0	None
Independent Director	CHAN,YI,JEN	PhD in EECS, University of Michigan U.S.	CSO of Hermes-Epitek CEO of Episil Holding Inc. CTO&Managing Director of Cyntec Co., Ltd.	CTO&Managing Director of Cyntec Co., Ltd.	0	None
Independent Director	SU,YEN,HSUEH	Master degree in Industrial Administration from Carnegie Mellon University	Directort / President of UBS Chief Investment Of ASUSTek Senior VP of Pegatron Corporation	Independent Director of TXC Corporation Independent Director of AUO Corporation Independent Director of Eslite Spectrum Corporation	0	None

Nominee: The Board of Universal Cement Corporation

Category	Name	Education	Experience	Current Posts	Shareholding	Government/
						Corporation
						Represented
Independent Director	YEN,HORN G,CHIEH	Global Master of Business Administration from Southern Taiwan University of Science and Technology	McCTILL Co., Ltd. Chairman Pasta & Co Co., Ltd. Director Yen Enterprise Co., Ltd. Chairman Long Yen Foundation Deputy CEO Unicell Biotechnology Deputy CEO PAMO,Inc Director	McCTILL Co., Ltd. Chairman Pasta & Co Co., Ltd. Director Yen Enterprise Co., Ltd. Chairman Long Yen Foundation Deputy CEO Unicell Biotechnology Deputy CEO PAMO,Inc Director	79,836	None

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Candidate for Director Name : Hou, Bo-Yi Director of the Board since 2008

Mr. Hou, Bo Yi graduated in Department of Transportation and Communication of National Chen-kung University. Since he took the position of Chairman of the Board, the Company has maintain the best profits since its establishment. Mr. Hou also sits on the Board of Tainan Spinning Co. Ltd., and Prince Housing and Development Corporation, both of which are publicly listed in Taiwan. Mr. Hou is also member of the Board of Trustees of Southern Taiwan University of Science and Technology.
We recommend Mr. Hou, Bo-Yi to carry on his position as Chairman of the Board and lead the Company to grow steadily while the global community is impacted in both social and economic aspects. Also, we trust Mr. Hou to continue monitor long-term development goals which spread from electronics in medical care, transnational alliance of building material and activation of assets.
Other publicly listed companies currently served as Director, Tainan Spinning Co. Ltd., 1440.TW

Prince Housing and Development Corporation, 2511.TW

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Candidate for Director

Name: Dr. Hou, Chih-Sheng Director of the Board since:2008

Dr. Hou, Chih-Sheng is the first son of Mr. Hou, Bo-Yi and hold a PhD. in Electronic Engineering from MIT, U.S., Master and Bachelor of Electronic Engineering. Dr. Hou is the current President of the Company and served as manager in Electronic and Optoelectronic System research Laboratory of Industrial Technology Research Institution. Dr. Hou has led his research team to win Edison Award and R&D 100 Awards, U.S. and focus on efficiency and accountability and hence keep the profitability of the Company at the leading position among peers in Taiwan.
We recommend Dr. Hou to remain serving at the Board and lead the Company to continues its innovative achievements and steady growth.
Other publicly listed companies currently served as Director, Tainan Spinning Co. Ltd., 1440.TW
Creative Sensor Inc., 8249.TW
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Candidate for Director Name: Hou, Chih-yuan Director of the Board since : 2008

Mr. Hou, Chih-yuan is the second son of Mr. Hou, Bo-yi. Mr. Hou is the current Executive President of the Company and holds a master degree in East Asia Studies from Harvard University and a bachelor degree in Political Science. Mr. Hou is the current Chairman of Harvard Club of the Republic of China and board members of Tainan Spinning, Nantex Industry Co. Ltd., and CHC Resource. Mr. Hou is leading the sales and marketing of the Company and aggressively expanding the client base of the Company. Since Mr. Hou took office, he had led the building material sectors of the Company with growth of revenue in large scale.
We recommend Mr. Hou to remain serving at the Board and continue on expanding domestic market share in order to acquire leading position in oversea business.
Other publicly listed companies currently served as Director, Tainan Spinning Co. Ltd., 1440.TW Prince Housing and Development Corporation, 2511.TW Nantex Industry Co. Ltd., 2108.TW CHC Resource., 9930.TW

TECO Electric & Machinery Co., Ltd., 1504.TW

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Candidate for Independent Director

Name : Ho-Yi-Da(Felix Ho)

Director of the Board since:2020

Participate Committee : Compensation Committee, Audit Committee

Mr. Ho joined YFY Group in 2003,and was YFY Inc. Chairman and CEO until 2021. YFY Group a highly diversified conglomerate with over ＄ 6 billion USD in annual turnover. The YFY investment portfolio spans a multitude of sectors including paper, packaging materials ,consumer products ,technology , specialty materials , and financial services.
Outside of the YFY Group, he serves as the Chairman of the Epoch Foundation, Chairman of the Taiwan Associations of Corporate Patent Executives, and is a member of the board at industry associations and non-profit organizations.
We recommend Mr. HO to remain serving at the Board and continue providing unique perspectives for the company's organization, inject a variety of growth momentum into the core business, and give professional advice on financial planning, corporate governance, and expanding the country's external information points.
Other publicly listed companies currently served as Director
YFY Inc.,1907.TW

E INK HOLDINGS INC.,8069. TW

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Candidate for Independent Director

Name: Dr. Ian, Yi-Jen Chan

Director of the Board since:2017

Participate Committee: Compensation Committee, Audit Committee

Dr. Ian is the current CTO&Managing Director of Cyntec Co., Ltd., and he used to be the CSO of Hermes-Epitek and the CEO of Episil Holding Inc.
Dr. Ian is a well-known expert in high-speed and power semiconductor device,at the same time , he also have rich experience in strategic planning to corporate governance. During his tenure as an independent director, he promoted the company's electronics industry group to become a supplier of international major manufacturers
We recommend Dr. Ian to remain serving at the Board and continue giving our company support.
Other publicly listed companies currently served as Independent Director Excelliance MOS Corporation, 5299. TW
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Candidates for Independent Directors Name: Ms. Sharon (Yen-Hsueh) Su Director of the Board since: New nominee

Ms. Sharon (Yen-Hsueh) Su, has a BS in International Business from National Taiwan University (1991) and a MS in Industrial Administration from Carnegie Mellon University (1993). Ms. Su has extensive experience in investments and M&A in the technology sector. She used to be a top ranked technology analyst for ABN AMO and UBS before joining ASUSTek as chief investment officer in 2004. She spearheaded the ASUStek and Pegatron restructuring in 2009 and retired from Pegatron as senior VP for investment and business development in 2013.
We invite Ms. Su to join the Board , provide professional advice for the company with her experience in the field of technology industry investment.
Other publicly listed companies currently served as Independent Director, TXC Corporation,3042.TW

AUO Corporation,2409.TW

Eslite Spectrum Corporation,2926. TW

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Candidate for Independent Director Name: Jeffry, Yen

Director of the Board since: New nominee

Jeffry Yen is the founder and Chairman of McCTILL Co., Ltd., but before the venture in the beauty industry, he was a successful serial entrepreneur who invested in startups, biotech industry, new media company and food & beverage industry. He is currently the CEO of McCTILL, Vice President of Long Yen Foundation and also consults for many companies.
We invite Mr. Yen to join the Board and use his professional skills,like innovation and creativity, business strategy, business operation, brand marketing strategy, strategic thinking & foresight, leadership and team management, corporate governance, international business, financial management, to increase the diversity of board members.
Other publicly listed companies currently served as Director : none.
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Appendex 9

Release the Prohibition on Directors from Participation in Competitive Business.

	2023.04.30
Director's Name	Currently served as Director's Company
Bo-Chih Investment Co., Ltd Intended Appointee: Hou, BO-YI	Chairman: Huan Chung Cement International Corporation Director: Universal Readymixed Concrete Industry Inc. Tainan Concrete Industry Inc. PrirceReal Estate Group.Co.,Ltd.
Sheng Yuan Investment Co., Ltd. Representative: HOU, ZHI-SHENG	Director: Tainan Concrete Industry Inc. Universal Readymixed Concrete Industry Inc. Supervisor: Huan Chung Cement International Corporation
Yu Sheng Investment Co., Ltd. Representative: HOU, ZHI-YUAN	Director: Tainan Concrete Industry Inc. Huan Chung Cement International Corporation Universal Real Estate Development Company Prince Housing & Development Corp. CHC Resources Corporation Managing Director: Universal Readymixed Concrete Industry Inc.

50 -
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AI assistant

UCC — AGM Information 2023

51738_rns_2023-08-31_49ef3028-a880-4527-af0c-af3c91ed6ee2.pdf

Universal Cement Corporation 2023 Annual Meeting of Shareholders

Handbook

Table of Content

Notice to readers

Universal Cement Corporation

Matters to Report

Ratification

Proposal No. 1

Explanation:

Resolution:

Proposal No. 2

Explanation:

Resolution:

Universal Cement Corporation

PROFIT DISTRIBUTION TABLE

Year 2022

Unit: NT Dollars

Matters for Discussion I

Proposal No. 1

Explanation:

Resolution:

Election

Election of members of the 24th Board of Directors (Proposed by the Board)

Explanation:

Resolution:

Matters for Discussion II

Proposal No. 1

Explanation:

Resolution:

Questions and Motions

Adjournment

Appendices

Appendix 1

Letter to Shareholders

Greetings to all of our valued shareholders,

Appendix 2

I. Manufacture

III. Revenue

Appendix 3

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

Universal Cement Corporation

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

Universal Cement Corporation

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

Universal Cement Corporation

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

Universal Cement Corporation

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

Universal Cement Corporation

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

Universal Cement Corporation

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

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of sales of concrete products

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Universal Cement Corporation and Subsidiaries

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

Universal Cement Corporation and Subsidiaries

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

Universal Cement Corporation and Subsidiaries

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

Universal Cement Corporation and Subsidiaries

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

Universal Cement Corporation and Subsidiaries

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

UCC AGM Information 2023