Stock Code: 1104

Universal Cement Corporation

2024 Annual Report

Universal Cement Corporation. Annual Report is available at: Market Observations on Post System (MOPS): http://mops.twse.com.tw and corporate website: http://www.ucctw.com

Published on March 31, 2025

Spokesperson

Name: YANG, Tsung-Jen
Title: Vice President
Tel: 886-2-2507-7801
E-mail: [email protected]

Deputy Spokesperson

Name: KAO, Tsung-Yao
Title: Vice President
Tel: 886-2-2507-7801
E-mail: [email protected]

Shareholder service agency

SinoPac Securities
Address: 3F, No.17, Bo'ai Rd., Zhongzheng Dist., Taipei City, Taiwan
Tel: 886-2-2381-6288
Website: https://securities.sinopac.com

Auditors

CPA Firm: Deloitte & Touche -Taiwan
Auditors: LEE, Chi-Chen, LIAO, Hung-Ju
Address: 20F, No. 100, Songren Rd., Xinyi Dist., Taipei City, Taiwan
Tel.: 886-2-2725-9988
Website: http://www.deloitte.com.tw

Overseas Securities Exchange

N/A.

Corporate Website

http://www.ucctw.com

Head Office, Plant and Local Office

Head Office
10F., No.125, Sec.2, Nanjing E. Rd., Zhongshan Dist., Taipei City
TEL : (02)2507-7801
FAX : (02)2507-5870

Microelectronic Division
8F., No.6, Jiankang Rd., Zhonghe Dist., New Taipei City
TEL : (02)2225-2018
FAX : (02)2225-2056

Tainan Office
6F., No.83, Sec. 2, Yongfu Rd., West Central Dist., Tainan City
TEL : (06)228-7123
FAX : (06)229-6600

Alian Cement Plant
No. 368, Gangshan 1st St., Alian Dist., Kaohsiung City
TEL : (07)631-2111
FAX : (07)631-2117

Luzhu Gypsum Board Plant
No. 461-2, Huanqiu Rd., Luzhu Dist., Kaohsiung City
TEL : (07)697-2181
FAX : (07)697-1898

Haihu Gypsum Board Plant
No.18, Haishan Central St., Luzhu Dist., Taoyuan City
TEL : (03)354-3056
FAX : (03)354-1711

Dahu Ready-mixed Concrete Plant
No.461-1, Huanqiu Rd., Luzhu Dist., Kaohsiung City
TEL : (07)696-5131
FAX : (07)696-1220

Nanzi Ready-mixed Concrete Plant
No.58, Fenglong Ln., Yanchao Dist., Kaohsiung City
TEL : (07)615-3190
FAX : (07)615-3186

Yongkang Ready-mixed Concrete Plant
No.20, Xinggong Rd., Yongkang Dist., Tainan City
TEL : (06)233-6052
FAX : (06)233-6106

Tainan Ready-mixed Concrete Plant
No.59, Sec. 1, Zhonghua W. Rd., South Dist., Tainan City
TEL : (06)291-7731
FAX : (06)291-7641

Xiaogang Ready-mixed Concrete Plant
No.20, Yanhai 3rd Rd., Xiaogang Dist., Kaohsiung City
TEL : (07)871-3143
FAX : (07)871-5594

Fengshan Ready-mixed Concrete Plant
No.146, Fengping 1st Rd., Daliao Dist., Kaohsiung City
TEL : (07)703-7512
FAX : (07)703-9114

Chaozhou Ready-mixed Concrete Plant
No.53, Sec.1, Guangfu Rd., Chaozhou Township, Pingtung County
TEL : (08)788-9945
FAX : (08)788-9906

Taipei Office
10F., No.125, Sec.2, Nanjing E. Rd., Zhongshan Dist., Taipei City
TEL : (02)2507-7801
FAX : (02)2506-7580

Taichung Office
5F.-6, No.201, Sec. 2, Wenxin Rd., Xitun Dist., Taichung City
TEL : (04)2258-5180
FAX : (04)2258-5190

Kaohsiung Office
4F.-5, No.110, Sanduo 4th Rd., Lingya Dist., Kaohsiung City
TEL : (07)269-6771
FAX : (07)269-6873

I. Letter to Shareholders ... 5

II. Report on Corporate Governance ... 6

2.1 Profile of Directors, President, Vice Presidents, and Chief of divisions ... 6
2.2 Remuneration of Directors, President, and Vice Presidents ... 13
2.3 Implementation of Corporate Governance ... 17
2.4 Information of CPA Service Fee ... 49
2.5 Information on Replacement of CPAs ... 49
2.6 The Chairperson, President and/or Managers in Charge of Finance or Accounting Served at the Firm(s) or Affiliate(s) of the Auditing CPAs in Recent Year ... 50
2.7 Shareholding Change Due to Transfer or pledge by Directors, Managers, and major shareholders who hold more than 10% of the shares in recent fiscal year as of the Publication Date ... 51
2.8 Information about Spouses, Kinship within Second Degree, and Relationships between Any of the Top 10 Shareholders ... 53
2.9 The Syndicated Shareholding in any Investee of the Company; Directors, Managers of the Company; and Investees under Direct or Indirect Control of the Company ... 55

III. Capital and Share ... 56

3.1 Capital and Share ... 56
3.2 Information on the Company's Issuance of Corporate Bonds ... 59
3.3 Information on the Company's Issuance of Preferred Shares ... 59
3.4 Information on the Company's Issuance of Global Depository Receipts ... 59
3.5 Information on Employee Stock Options and New Restricted Employee Shares ... 59
3.6 Information on new shares issuance in connection with mergers or acquisitions ... 59
3.7 Implementation of the Company's capital allocation plans ... 59

IV. Operational Highlights ... 60

4.1 Business ... 60
4.2 Market and Sales Overview ... 63
4.3 The number of employees employed, their average years of service, average age, and education levels, in recent fiscal year as of the Publication Date ... 70
4.4 Environmental Expenditure ... 71
4.5 Labor Relations ... 72
4.6 Cyber Security Management ... 73
4.7 Important Contract ... 75

V. Review of Financial Status, Financial Performance, and Risk Management ... 76

5.1 Analysis of Financial Status ... 76
5.2 Analysis of Financial Performance ... 77
5.3 Analysis of Cash Flow ... 78
5.4 The Effect upon Financial Operations of any Major Capital Expenditures in Recent Fiscal Year ... 79
5.5 Investment Policy, Main Causes for Profits or Losses, Improvement Plans and Investment Plans in Recent Fiscal Year ... 79
5.6 Risk Assessment ... 80
5.7 Other Important Matters ... 82

VI. Special items to be included ... 83

6.1 Information Related to the Company's Affiliates ... 83

6.2 Private Placement Securities in Recent Fiscal Year as of the Publication Date 87
6.3 Other required supplementary notes 87

VII. Events with material impacts on equity or stock price as specified in subsection 2, section 3, Article 36 of the Securities and Exchange Act in Recent Fiscal Year as of the Publication Date 88

I. Letter to Shareholders

Dear valued shareholders,

In 2024, the global economy faced numerous challenges such as high interest rates and inflation. The construction industry suffered from labor and material shortages, leading to increased operating costs. However, the government’s passing of the Infrastructure Development Program and contribute steady growth of sales of building material business of the Company. The following is business performance of the Company in 2024:

In 2024, the sales of cement were 560 thousand tons, representing a YOY growth of 2%, the sales of ready-mixed concrete (RMC) were 1.81 million cubic meters, representing a YOY decline of 4% and the sales of gypsum boards were 15.66 million square meters, representing a YOY decline of 2%. Total consolidated revenue for 2024 was NT$ 7.95 billion, showing a growth of 2% compared with last year; Net profit after tax of the year was NT$ 1.53 billion, showing a decline of 35% compared with last year; Earnings per share had reached NT$ 2.16.
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. We have synergized our products with the exterior wall panel system of Japan’s market leader “NICHIHA” to extend our solution systems from the interior wall and ceiling panels to exterior of buildings.
Cement and 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. Chiayi RMC Plant is scheduled to begin production this year to support the construction of the new TSMC fabs, and Alian Cement Plant will also optimize the production line for the production of low-carbon cement.

Looking ahead to 2025, we will continue to solidify our footprint in public construction, factories, commercial buildings, and housing projects. With 11 RMC plants and 2 gypsum board plants, we will strive to achieve sales targets of 600 thousand tons of cement, 2 million cubic meters of RMC, and 20 million square meters of gypsum board. 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 minimize impact on the environment.

UCCTW’s Subsidiary Uneo Inc., a leading manufacturer of pressure distribution sensing systems, has been designated as an industrial inspection system partner by various world-renowned companies, in line with the global Industry 4.0 trend. In recent years, with the Executive Yuan promoting the Long-Term Care 3.0 policy, which encourages the integration of technology to enhance caregiving efficiency, Uneo Inc. has focused on developing smart healthcare solutions and continues to actively pursue product development collaborations with global industry leaders. With the steadily-growing market demand for smart retail applications and consumer electronics, we are anticipating more adoptions around the world in 2025.

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.

Chairperson
Bo-Chih Investment Co., Ltd.

II Report on Corporate Governance

2.1 Profile of Directors, President, Vice Presidents, and Chief of divisions

2.1.1 Directors (2025.3.28)

Title	Nationality	Name	Gender / Age	Date of appointment	Tenure	First Appointment	Share held upon appointment	As of date of report,
									Share held		Share held by spouse and underaged children
							No. of Share	Ratio	No. of Share	Ratio	No. of Share	Ratio
Chairman	Republic of China	Bo-Chih Investment Co., Ltd.	N/A	2023.6.16	3 years	2011.6.22	27,893,282	4.26%	29,304,681	4.27%	0	0%
Director	Republic of China	Sheng-Yuan Investment Co., Ltd.	-	2023.6.16	3 years	2008.12.2	63,355,811	9.98%	70,895,594	10.32%	0	0%
		Represented by: HOU, Chih-Sheng	Male 41~50	-	-	-	-	-	122,803	0.02%	0	0%
	Republic of China	Yu-Sheng Investment Co., Ltd.	-	2023.6.16	3 years	2017.6.14	64,532,037	9.87%	70,653,357	10.29%	-	-
		Represented by: HOU, Chih-Yuan	Male 41~50	-	-	-	-	-	69,999	0.01%	0	0%
Independent Director	Republic of China	CHAN, Yi-Jen	Male 61~70	2023.6.16	3 years	2017.6.14	0	0%	0	0%	0	0%
	Republic of China	Felix Ho	Male 51~60	2023.6.16	3 years	2020.6.15	0	0%	0	0%	0	0%
	Republic of China	SU, Sharon (Yen-Hsueh)	Female 51~60	2023.6.16	3 years	2023.6.16	0	0%	0	0%	0	0%
	Republic of China	YEN, Jeffry	Male 31~40	2023.6.16	3 years	2023.6.16	79,836	0.01%	111,875	0.02%	0	0%

Name	Share held under name of third-party		Professional experience and Education	Other position held in the Company or Other Company	Executives, Directors, or Management who are spouses or within two degrees of kinship			Remark
	No. of Share	Ratio			Title	Name	Relation
Bo-Chih Investment Co., Ltd.	0	0%	Chairman of the Company					See FN 1
Sheng-Yuan Investment Co., Ltd.	0	0%	-	-	N/A	N/A	N/A	-
Represented by: HOU, Chih-Sheng	0	0% 0%	Ph.D, Electrical Engineering, Massachusetts Institute of Technology MS/BS, Electrical Engineering, Biomedical Informatics, Stanford University	Director, Tainan Spinning Director, UCC Investment Supervisor, Huan-Chung Cement International Co. Supervisor, Lio-ho Machine Director, Institute of Information Industry	Chief Strategy Officer	HOU, Bo-Yi	Father and Son	-
					Director	HOU, Chih-Yuan	Sibling
Yu-Sheng Investment Co., Ltd.	0	0%	-	-	N/A	N/A	N/A	-
Represented by: HOU, Chih-Yuan	0	0% 0%	BA, Political Science, Columbia University AM, East Asia Studies, Harvard University	Director, Tainan Spinning Director, UCC Investment Director, Huan-Chung Cement International Co. Director, Lio-ho Machine Director, Grand Bills Finance Director, CHC Resource Director, Nantex Industry Co., Ltd.	Chief Strategy Officer	HOU, Bo-Yi	Father and Son	-
					Director	HOU, Chih-Sheng	Sibling
CHAN, Yi-Jen	0	0%	PhD/EECS, The University of Michigan, Ann Arbor, USA	Chief Technology Officer and Executive Director, Cyntec Co., Hsinchu, Taiwan Chairman, Power Forest Technology Independent Director, Excellence MOS	-	-	-	-
Felix Ho	0	0%	MBA, Sloan School of Management, Massachusetts Institute of Technology	Chairman, YFY Consumer Products Inc. Chairman, Arizon RFID Technology (Cayman) Chairman, Foongtone Technology CEO & Chairman, YFY Jupiter (Cayman Islands) Co., Ltd. Chairman, Ever Growing Agriculture Bio-tech Chairman, Yuen Foong Shop Co., Ltd. Chairman, Yuen Foong Co., Ltd.	-	-	-	-
SU, Sharon (Yen-Hsueh)	0	0%	Master degree in Industrial Administration from Carnegie Mellon University	Independent Director, TXC Corporation Independent Director, Eslite Spectrum Independent Director, SpotFilms Independent Director, ASROCK Incorporation Independent Non-executive Director, Cowell e Holdings, HK	-	-	-	-
YEN, Jeffry	0	0%	Global Master of Business Administration from Southern Taiwan University of Science and Technology	Chairman & CEO, McTTill Director, Pasta & Co. Deputy Chief Executive Officer, Long Yen Foundation Deputy Chief Executive Officer, Unicell Biotechnology Chairman, Yen's Investment Enterprise	-	-	-	-

Foot Notes:
1. The Chairman of the Company has been elected Director as a juristic person on June 16, 2023. Hence, was disclosed separately. Nevertheless, the disclosure of executives, directors and managements who are spouses or within two degrees of kinship with the Chairman was still based on the degree of kinship of the Chairman of Bo-Chi Investment Co., Ltd. The Company has added one additional seat of independent director for compliance with applicable regulations.

Major Shareholders of Institutional Shareholders (2025.3.28)

Name of Institutional Shareholder	Main Shareholder of Institutional Shareholder
	Name	Holding Ratio
Sheng-Yuan Investment Co., Ltd.	HOU, Bo-Yi	99.00%
Bo-Chih Investment Co., Ltd.	HOU, Bo-Yi	50.00%
Yu-Sheng Investment Co., Ltd.	HOU, Bo-Yi	91.10%

Profile of Directors

Qualification Name		Professional qualification and Experience	Independence Status	Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Directors
Chairman
	Bo-Chih Investment Co., Ltd.	Since Bo-Chih Investment appointed Mr. Hou, Bo-Yi to take office of Chairman of the Board, Mr. Hou has led the Company through the most profitable times in the history of the Company. Despite that Bo-Chih Investment was re-elected as juristic person on June 16 of 2023, the operation team of Bo-Chih Investment, led by Mr. Hou, remains an important asset to the operation of the Company. Mr. Hou is also on the board of Tainan Spinning, Prince Housing & Development, and STUST. Mr. Hou has leveraged his abundant experience in business administration and steered the operation of the Company with steady growth and kept supervising long-term development goal when the global community is facing impact both socially and economically. Under his leadership, the footprint of the Company has extended to fields of application of electronics in medical industry, multinational development alliance of building material business and vitalization idle asset to create higher profit for the investors. Mr. Hou does not possess any of the conditions listed by Article 30 of Company Act.	Not Required	None
Director
	Sheng-Yuan Investment Co., Ltd. Represented by: HOU, Chih-Sheng	Dr. Hou, Chih-Sheng has a PhD. Degree in Electronic Engineering from MIT, USA, Master and bachelor's degree in Electronic Engineering from Stanford and is the current President of the Company. Dr. Hou was also previously working in Electronic and Optoelectronic System Research Laboratories, Industrial Technology Research Institute. Dr. Hou and his research team had receiver Edison Awards and R&D 100 Awards due to their outstanding research. Dr. Hou recognize high efficiency and accountability as the core of his believe in terms of the management of business and thus keep the Company in the leading positions in terms of the profitability among our peers in the industry in addition to his continuous effort in innovations and steady growth. Dr. Hou does not possess any of the conditions listed by Article 30 of Company Act.	Not Required	None
	Yu-Sheng Investment Co., Ltd. Represented by: HOU, Chih-Yuan	Mr. Hou, Chih-Yuan holds a master's degree in East Asia Study from Harvard University, a bachelor's degree in political science from Columbia University. Mr. Hou is currently the Chief Operation Officer of the Company and President of Harvard Club of the Republic of China, and also sits on the board of Tainan Spinning Ltd., Nantex Industry Co. Ltd., and CHC Resource Co., Ltd. Mr. Hou is in charge of marketing of the Company and dedicated in expanding customer base. Since Mr. Hou took office, he has led to the growth of revenue of our building material sector and continued expanding market share domestically. Mr. Hou does not possess any of the conditions listed by Article 30 of Company Act.		None
Independent Director
	CHAN, Yi-Jen	Dr. Chan is currently the Managing Director and Chief Officer of Technology of Cyntec Co., Ltd., a Delta Group Company, and held the office of Chief Officer of Strategy of Hermes-Epitek Corp. from 2016 to 2018 and office of CEO of EPISIL Holding Inc. from 2013 to 2016. Dr. Chan is the renowned expert of high-speed and power semiconductor and contributes to the governance of the enterprise with his abundant experience in strategical planning. During his time serving as independent director, he also assists in cooperation between the electronic production section of the Company and internationally renowned manufacturers. Dr. Chan does not possess any of the conditions listed by Article 30 of Company Act.	All independent directors of the Company are verified to comply with the independency requirement stipulated by Art. 3 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies"	None

Felix Ho	Mr. Ho is currently the Chairman of YFY Consumer Products Co. Ltd. and has served in Kearney and former Citigroup Salomon Brothers. Mr. Ho has held various executive positions within the group of YFY, including Chairman of YFY Holdings, Acting Chairman of E-Ink Technology and Vice Chairman of SinoPac Bank. Mr. Ho contributes to the board with his expertise in operation management, financing, corporate governance and expansion of oversea business. Mr. Ho does not possess any of the conditions listed by Article 30 of Company Act.	All independent directors of the Company are verified to comply with the independency requirement stipulated by Art. 3 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”	None
SU, Sharon (Yen-Hsueh)	Ms. Su served at ABN AMRO and UBS as Asia-Pacific Chief Analyst in technology industry before she was appointed the first Chief Investment Officer in ASUSTek in 2004. Ms. Su spearheaded the ASUStek and Pegatron restructuring in 2009 and retired from Pegatron as senior VP for investment and business development in 2013. Ms. Su's abundant experience in technology industry and investment and merger can offer the Company with her visionary advice. Ms. Su does not possess any of the conditions listed by Article 30 of Company Act.		3
YEN, Jeffry	Mr. 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. Mr. Yen, by joining the Board, contributes his expertise in 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. Mr. Yen does not possess any of the conditions listed by Article 30 of Company Act.		None

Diversity and independence of the Board

Diversity of the Board

It is stipulated in Art. 20.3 of “Corporate Governance Best Practice Principles of UCC” that it is the duty of the Company to ensure the diversity of the board of the Company. It is fully considered, upon selection of current term of Director, namely 24th term and the same for the rest unless stated otherwise, that candidates of the board member possess diversified backgrounds stipulated by the rule cited above to ensure the diversity goal of the board members are met.

Current board consists of 7 members including one director as juristic person and four independent directors, 2 of which was reelected while the rest are new to the board. As to the distribution of age of the board members, 1 which is within range of 61 to 70, 2 of which is within range of 51 to 60, 2 of which is within range of 41 to 50 while 1 is within range of 31 to 40. It is the first time the Board invites female professional to join the 24th term of the Board. The Company endeavor to enhance gender diversity of the members to the Board in accordance with policy by government authority. In addition to possessing knowledge in the professions required by the operation of the Company, the members of the board also equipped with diversified background in Finance, Marketing, Investment and other professional fields which would benefit the governance of the Company and strengthen the management of operation, supervision, and evaluation of execution of managerial policy and operation strategy.

Independence of the Board

The board consists of 7 members including 4 independent directors. All members of the board and the composition of which is qualified for the independence requirement pursuant to sec. 3 and sec. 4 of Art. 26-3 of Securities and Exchange Act.

2.1.2 Profile of President, Vice Presidents, Assistant Vice Presidents and the chief of divisions and branches of the Company (2025.3.28)

Position	Nationality	Name	Gender	Date of Appointment	Share Held		Share held by spouse and under-aged children		Share held under name of third-party		Professional experience and Education	Other position held in the Company or Other Company	Manager who are spouses or kinship within second degree		Remark
					Share	Ratio	Share	Ratio	Share	Ratio			Position	Name	Relation
President	R.O.C.	HOU, Chih-Sheng	Male	2020.7.1	122,800	0.02%		0	0%	0	0%	Ph.D, Electrical Engineering, Massachusetts Institute of Technology
MS/BS, Electrical Engineering, Biomedical Informatics, Stanford University	Director, Tainan Spinning Director, UCC Investment Supervisor, Huan-Chung International Supervisor, Liu-Hu Machine Works Director, Institute of Information Industry	Chief Strategy Officer	HOU, Bo-Yi
														Chief Operating Officer	HOU, Chih-Yuan
Chief Operating Officer	R.O.C.	HOU, Chih-Yuan	Male	2023.7.1	69,999	0.01%		0	0%	0	0%	B.A, Political Science, Columbia University
AM, East Asia Studies, Harvard University	Director, Tainan Spinning Director, UCC Investment Director, Huan-Chung International Director, Liu-Hu Machine Works Director, Grand Bells Finance Director, CHC Resources Director, Nantes Industry	Chief Strategy Officer	HOU, Bo-Yi
Chief of Auditing	R.O.C.	CHIANG, Hai-Wei	Female	2018.8.20		0	0%	0	0%	0	0%	Dept. of Accounting, National Kaohsiung University of Applied Sciences	-	-	-
Vice President, Management Division
Cement Division	R.O.C.	YANG, Tsang-Jen	Male	2009.3.1		0	0%	0	0%	0	0%	Dept. of Economics, China Culture University	Director, Liu-Hu Machine Works Supervisor, UCC Investment Director, Universal RMC Industry Director, Huan-Chung International Chairperson, Chiayi RMC Industry	-	-
Vice President, Building Material Division	R.O.C.	KAO, Tsang-Yao	Male	2023.7.1		0	0%	0	0%	0	0%	Dept. of Chemical Engineering, Nan-Tai Junior College of Engineering	Director, Tainan MC Industry Supervisor, Universal RMC Industry	-	-
Asst. VP, Accounting Division	R.O.C.	TSAI, Wen-Chang	Male	2024.11.7		0	0%	0	0%	0	0%	M.S., National Taiwan University	-	-	-
Asst. VP, Procurement Division	R.O.C.	HUANG, Lin-Tien	Male	2023.10.16		0	0%	0	0%	0	0%	Dept. of Business Administration, Yankang University	-	-	-
Asst. VP, Office of President	R.O.C.	CHANG, Pei-Te	Male	2022.4.1		0	0%	0	0%	0	0%	Dept. of Finance, National Taiwan University	Supervisor, Tainan RMC Industry	-	-
Chief Supervisor, Ready-mixed Concrete Division	R.O.C.	CHOU, Shih-Kuei	Male	2019.8.1		0	0%	0	0%	0	0%	Dept. of Chemistry, National Cheng-Kang University	Chairperson, Universal RMC Industry Chairperson, Tainan RMC Industry Director, Chiayi RMC Industry	-	-
Chief Plant Manager, Ready-mixed Concrete Division	R.O.C.	LU, Jin-Yuan	Male	2020.1.1		0	0%	0	0%	0	0%	Dept. of Occupational Safety and Health, Chang-Jung Christian University	Director, Universal RMC Industry Director, Tainan RMC Industry Supervisor, Chiayi RMC Industry	-	-
Plant Manager, Asian Cement Plant	R.O.C.	CHEN, Hong-Chuan	Male	2019.8.1		0	0%	0	0%	0	0%	Master, Institute of Earth Sciences, National Taiwan Ocean University	Supervisor, Kaohsiung Pier Transportation Co., Ltd.	-	-
Chief Plant Manager, Building Material Division	R.O.C.	WU, Cheng-Lan	Male	2024.9.16		0	0%	0	0%	0	0%	Dept. of Marine Engineering, China Maritime College	-	-	-
Director, Finance Division	R.O.C.	LI, Yin-Yen	Male	2024.11.7		0	0%	0	0%	0	0%	Dept. of Accounting, Yuan Ze University	-	-	-
Asst. VP	R.O.C.	WANG, Jiao-Ching	Male	2024.1.1		171	0%	0	0%	0	0%	Dept. of Environmental Engineering and Science, Chia Nan University of Pharmacy & Science	Chairperson, Kaohsiung Pier Transportation Co., Ltd.	-	-

2.2 Remuneration of Directors, President, and Vice Presidents

2.2.1 Remuneration of Directors and Independent director (Unit: NT$ thousands)

Position	Name	Remuneration								Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Remuneration Received by Directors as Employees									Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)	Remuneration from ventures other than subsidiaries or from the parent company (Note 1)
		Base Compensation (A)		Severance Pay (B)		Directors Compensation(C)		Allowances (D)				Salary, Bonuses, and Allowances (E)		rance Pay (F)		Employee Compensation (G)
		The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	Cash	Stock Value in Cash	Cash	Stock Value in Cash	Check Value in Cash	All companies in the consolidated financial statements
Chairperson	Bo-Chih Investment Co., Ltd.	0	0	0	0	29,400	29,400	2,514	2,514	31,914 (2.15%)	31,914 (2.09%)	0	0	0	0	0	0	0	0	0	31,914 (2.15%)	31,914 (2.09%)
Director	Sheng-Yuan Investment Co., Ltd.	0	0	0	0	9,800	9,800	360	360	10,160 (0.69%)	10,160 (0.66%)	0	0	0	0	0	0	0	0	0	10,160 (0.69%)	10,160 (0.66%)
	Represented by: HOU, Chih-Sheng	0	0	0	0	0	0	60	60	60 (0.00%)	60 (0.00%)	8,343	0	0	0	1,459	0	1,459	0	9,862 (0.67%)	9,862 (0.64%)
Director	Yu-Sheng Investment Co., Ltd.	0	0	0	0	9,800	9,800	360	360	10,160 (0.69%)	10,160 (0.66%)	0	0	0	0	0	0	0	0	10,160 (0.69%)	10,160 (0.66%)
	Represented by: HOU, Chih-Yuan	0	0	0	0	0	0	60	60	60 (0.00%)	60 (0.00%)	8,223	0	0	0	1,459	0	1,459	0	9,742 (0.66%)	9,742 (0.64%)
Independent Director	CHAN, Yi-Jen	0	0	0	0	0	0	420	420	420 (0.03%)	420 (0.03%)	0	0	0	0	0	0	0	0	420 (0.03%)	420 (0.03%)
	Felix Ho	0	0	0	0	0	0	420	420	420 (0.03%)	420 (0.03%)	0	0	0	0	0	0	0	0	420 (0.03%)	420 (0.03%)
	SU, Sharon (Yen-Hsueh)	0	0	0	0	0	0	420	420	420 (0.03%)	420 (0.03%)	0	0	0	0	0	0	0	0	420 (0.03%)	420 (0.03%)
	YEN, Jeffry	0	0	0	0	0	0	420	420	420 (0.03%)	420 (0.03%)	0	0	0	0	0	0	0	0	420 (0.03%)	420 (0.03%)

Note:
1. Please illustrate the policy, scheme, criteria and structure of remuneration of independent directors and it relevance according their corresponding duty, risk and investment of time. The independent directors of the Company is paid with transportation subsidy monthly and attendance stipend upon each presence to the meeting only. The amount of which is reviewed by the remuneration committee and adopted by the board of directors. Members with conflict of interest have recused themselves during the review. In reviewing the amount, in addition the investment of time by the independent directors and its corresponding scope of authority, the level adopted by peer in the industry is also taken into consideration.
2. In addition to disclosure in the table above, remuneration to the directors of the Company for service provided, consultant of non-employee level to parent company, affiliates within consolidation and entities by equity investment: None.

2.2.2 Remuneration of President and Vice President (Unit: NT$ thousands)

Position	Name	Salary(A)		Pensions(B)		Reward and Allowance etc. (C)		Employees bonus from Distributable Earnings (D)				Total Amount (A+B+C+D)/Net Income		Remuneration from ventures other than subsidiaries or from the parent company
		The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company	All companies in the consolidated financial statements	The Company		All companies in the consolidated financial statements		The Company	All companies in the consolidated financial statements
								Cash	Stock Value in Cash	Cash	Stock Value in Cash
President	HOU, Chih-Sheng	10,508	10,508	203	203	10,681	10,681	3,192	0	3,192	0	24,584 (1.66%)	24,584 (1.61%)	None
Chief Operating Officer	HOU, Chih-Yuan
Vice President	YANG, Tsung-Jen
Vice President	KAO, Tsung-Yao
Range of Remuneration	Name of president and vice president
---	---	---	---
	Total of (A+B+C)
	The Company	Companies in the consolidated financial statements (D)
Less than NT$ 1,000,000
NT$ 1,000,000 ~ NT$ 1,999,999
NT$ 2,000,000 ~ NT$ 3,499,999	YANG, Tsung-Jen, KAO, Tsung-Yao	YANG, Tsung-Jen, KAO, Tsung-Yao
NT$ 3,500,000 ~ NT$ 4,999,999
NT$ 5,000,000 ~ NT$ 9,999,999	HOU, Chih-Sheng, HOU-Chih-Yuan	HOU, Chih-Sheng, HOU, Chih-Yuan
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
Greater than or equal to NT$ 100,000,000
Total	4	4

2.2.3 Employees Remuneration to Managers (Unit: NT$ thousands, 2024.12.31)

Position	Name	Stock Value in Cash	Cash	Total	Total Amount/Net Income(%)
Chief Strategy Officer	HOU, Bo-Yi	0	5,512	5,512	5,512 (0.37%)
President	HOU, Chih-Sheng
Chief Operating Officer	HOU, Chih-Yuan
Vice President, Management Division, Cement Division	YANG, Tsung-Jen
Vice President, Building Material Division	KAO, Tsung-Yao
Chief Supervisor, Ready-mixed Concrete Division	CHOU, Shih-Kuei
Asst. VP, Procurement Division	HUANG, Lin-Tien
Asst. VP, Accounting Division	TSAI, Wen-Chang
Asst. VP, Office of President	CHANG, Pei-Te
Director, Finance Division	LI, Yin-Yen
Asst. VP	WANG, Jau-Ching

Note: Asst. VP WANG, Jau-Ching was promoted on January 1, 2024. Wen-Chang Tsai, Asst. VP of the Accounting Division, was newly appointed as Accounting Officer on November 7, 2024. LI, Yin-Yen, Director of the Finance Division, was also appointed as Financial Officer on the same day.

2.2.4 Analysis on the Remuneration received by Director, President, and Vice President

Ratio of Total Compensation received by Director (Independent Director), President, and Vice President to Net Income in recent 2 fiscal years:

The ratio for year of 2023 was 3.74% (comparing to Net Income of the Company) and 3.36% (comparing the Net Income of all companies in consolidated financial report). The ratio for year of 2024 was 6.09% (comparing to Net Income of the Company) and 5.90% (comparing the Net Income of all companies in consolidated financial report).

Connections between Policy, Criteria & Package for Remuneration Paid, Process of Decision and Operation Performance & Future Risk:

(1) Pursuant to Article 29 of the Article of Association of the Company, all directors of the Company is entitled to remuneration for execution of its duty which shall be decided according to the contribution to the Company. The remuneration for Chairperson and Vice Chairperson and Directors shall be decided by considering the level or peer company of the same industry, contribution of the directors and future risk of the Company. In addition, Article 33 of the Article of Association also provides that the Board is authorized to appropriate a remuneration of no higher than 3% of net profit for directors for the year with net profit. Such Remuneration is to be paid in cash only.

(2) Pursuant to Article 29 of Company Act and Article 31 of Article of Association of the Company, the Board authorize the President and Vice President to oversee the business of the Company, whose remuneration was decided by consideration of individual performance and contribution the comprehensive operation performance of the Company and market level of similar position.

(3) Policies illustrated in (1) (2) above is in compliance with “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” and submitted to Remuneration Committee for deliberation. The deliberation of which includes remuneration and bonus. The remuneration of managers are evaluate by taking into consideration the title, ranking, education achievement, professional knowledge and duty; whereas, the bonus awarded to directors or managers are recommended by considering the performance includes financial performances indicators, revenue of the Company, achievement rate of profit before and after tax, and non-financial performance indicators, the implementation of the core value of the Company, operation management, participation in continuing education and sustainable operation. The remuneration committee will then advise on the remuneration based on the indicators above.

(4) The remuneration of employee is decided by considering individual ability, contribution to the Company, performance, market level for equivalent position and future risk of the Company and should be positively co-related to performance of the Company. Pursuant to Article of the Company, the Company shall appropriate amount no less than 1% of net profit for remuneration to employee for fiscal years that generates net profit. The combination of remuneration of employee includes basic salary, bonus, and benefits. The basic salary is decided according to market level for equivalent position whereas the bonus is decided in connection with achievement of individual employee and the department associated with as well as the performance of the Company. The benefits are designed pursuant to applicable law and by consideration of the needs of the employee.

2.3 Implementation of Corporate Governance

2.3.1 Board of Directors

There are 6 meetings of the Board held in 2024. Directors’ attendance is reported as follows:

Position	Name	Attendance		Attendance Rate	Remark
		In Person	By Proxy
Chairperson	Bo-Chih Investment Co., Ltd.	6	0	100%	Bo-Chih Investment Co., Ltd. has assigned Mr. HOU, Bo-Yi to attend all meetings of Board of Directors in 2024 and exercise the authority of Chairman of the Board.
Director	Sheng-Yuan Investment Co., Ltd. Represented by: HOU, Chih-Sheng	6	0	100%	None
Director	Yu-Sheng Investment Co., Ltd. Represented by: HOU, Chih-Yuan	6	0	100%	None
Independent Director	CHAN, Yi-Jen	5	1	83.3%	None
Independent Director	Felix Ho	6	0	100%	None
Independent Director	SU, Sharon (Yen-Hsueh)	6	0	100%	None
Independent Director	YEN, Jeffry	6	0	100%	None

Other matters that require reporting :

Please specify the date of meeting of the Board, term, content of the resolution, all statement made by independent directors and how the Company respond to such statement for following occasions,

(1) Items listed in the Article 14-3 of the Securities Exchange Act:

Term/ Date	Proposal	Opinion of Independent Directors	Measure taken by the Company
11^{th} meeting of the 24^{th} Board, Nov. 7, 2024	1. Change of Financial Officer and Accounting Officer
2. Amendment of “Rules Internal Control Systems” of the Company	Approved unanimously by all independent directors presented.	Proceed in accordance with the resolution.

(2) Other than the aforementioned, any resolution to which the independent hold opposing position against or reservation and were recorded or made recorded in written: None.

In the case where a director needs to recuse himself/herself, please specify the name of the director, the content of the resolution, the reason for the recusal and the result of voting on the specific resolution: None.
The implementation of the peer evaluation of the Board :

Evaluation frequency	Evaluated period	Evaluation scope	Evaluation method
Annually	2024.1.1~2024.12.31	The Board and members of Functional Committees	Peer-evaluation
Item evaluated:	1. Participation of operation of the Company;
2. Awareness of the goal and mission of the Company;
3. Enhancing the quality of decision-making of the Board or Committees;
4. Awareness of the duty of the Board or the committees;
5. Composition and Structure of the Board or the Committees;
6. Selection of the members of the Board or Committees and continuous training;
7. Management of internal networking and communication;
8. Internal Control.

Measures taken to strengthen the function of the Board : None.

2.3.2 Operation of Auditing Committees

1. Operation of Auditing Committees

There are 5 meetings of the Auditing Committees held in 2024. Members’ attendance is reported as follows:

Name	Attendance		Attendance Rate	Remark
	In Person	By Proxy
CHAN, Yi-Jen	4	1	80%	None
Felix Ho	5	0	100%	None
SU, Sharon (Yen-Hsueh)	5	0	100%	None
YEN, Jeffry	5	0	100%	None

Other matters that require reporting :
1. Please specify the date of Auditing Committee meeting, term, content of the resolution, all statement made by members and how the Company respond to such statement for following occasions,
(1) Report required pursuant to Article 14-5 of Security Exchange Act :
Term/ Date	Proposal		Resolution of the Committee	Measure taken by the Company
5^{th} meeting of 3^{rd} Audit Committee, Mar. 15, 2024	1. Financial Report for year of 2023		Resolved with unanimous approval by all members presented and advised to submit to the Board of Director.	Proceed in accordance with the resolution.
8^{th} meeting of 3^{rd} Audit Committee, Nov. 7, 2023	1. Change of Financial Officer and Accounting Officer
2. Amendment of “Rules Internal Control Systems” of the Company		Resolved with unanimous approval by all members presented and advised to submit to the Board.	Proceed in accordance with the resolution.

(2) Except for the aforementioned, any matters not passed by the committee and was resolved by the Board with approval of two-third members of the Board: None.

In case of recusal of Independent Directors due to conflict of Interest, please specify the name of the independent director, the content of the resolution, the reason for the recusal and the result of voting on the specific resolution: None.
Communication between the Independent Directors and Chief of Internal Audit / CPA:

(1) At least an audit report per month with following up is submitted to the members of the committee for review.

(2) Chief of Internal Audit and Auditors has both attended meetings of the committee to report on the implementation of Internal Audit, method adopted by the CPA during auditing and its scope, material adjustment and explanation thereof in order to maintain effective communication with independent directors.

(3) The Company has called on respectively independent meeting between independent directors and Chief of Internal Audit and Auditors. Summary of the meetings are as following:

Date	Topic	Participants	Items discussed	Result
Mar. 15, 2024	Communication – Summary on Audit of Financial Report	CHAN, Yi-Jen, Independent Director Felix Ho, Independent Director SU, Sharon (Yen-Hsueh), Independent Director YEN, Jeffry, Independent Director LEE, Chi-Chen, CPA	Summary report on the audit result for 2023:
• Summary of error audited.
• Audit result on significant risk
• Public Fee of CPA
• Key auditing items for individual and consolidated financial report.
• Audit Quality Index	Independent Directors unanimously hold no objection to matters reported.
	Close meeting between independent directors and Chief of Auditing	CHAN, Yi-Jen, Independent Director Felix HO, Independent Director SU, Sharon (Yen-Hsueh), Independent Director YEN, Jeffry, Independent Director	Implementation of Audit conducted for Q4 of 2023 and discrepancies audited and remedial actions taken.	Independent Directors unanimously hold no objection to matters reported.

20
| | | | CHIANG, Hai-Wei, Chief of Auditing | | |
| --- | --- | --- | --- | --- | --- |
| | Nov.7, 2024 | Communication – Planning of Audit of Financial Report | Felix Ho, Independent Director SU, Sharon (Yen-Hsueh), Independent Director YEN, Jeffry, Independent Director LEE, Chi-Chen, CPA | Summary report on Audit plan for 2024:
• Planning of Materiality
• Scope and method applied to audit consolidated companies and significant risk.
• Identification of significant risk the solution thereto.
• Key auditing items for individual and consolidated financial report. | Independent Directors unanimously hold no objection to matters reported. |
| | | Close meeting between independent directors and Chief of Auditing | Felix Ho, Independent Director SU, Sharon (Yen-Hsueh), Independent Director YEN, Jeffry, Independent Director CHIANG, Hai-Wei, Chief of Auditing | Implementation of Audit conducted for Q3 of 2024 and discrepancies audited and remedial actions taken. | Independent Directors unanimously hold no objection to matters reported. |

2.3.3 Compliance Status of Corporate Governance and Deviations from "Corporate Governance Best-Practice Principles for TWSE/TPEx" and reasons thereof

Evaluation Item	Compliance Status			Deviation from the Practice and reasons
	Y	N	Remark
1. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"?	V		The Company has adopted "Corporate Governance Best-Practice Principles" by reference to "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" and disclosed on website of Market Observation Post System and the Company.	No major deviation identified.
2. Shareholding structure & shareholders' rights
(1) Does the Company establish an internal operating procedure to deal with shareholders' suggestions, doubts, disputes and litigations, and implement based on the procedure?	V		The Company has appointed spokesperson, deputy spokesperson and shareholders' affair unit to respond to advice and dispute raised by shareholders.	No major deviation identified.
(2) Does the Company possess the list of its major shareholders as well as the ultimate owners of those shares?	V		The Company keeps track of list of major shareholders and its controller and disclose regularly pursuant to applicable regulation.	No major deviation identified.
(3) Does the Company establish and execute the risk management and firewall system within its conglomerate structure?	V		The Company has established policies for managements and control of subsidiaries by specially appointed unit pursuant to Internal Control system, protocol and operation guidelines and relevant regulations.	No major deviation identified.
(4) Does the Company establish internal rules against insiders trading with undisclosed information?	V		The Company has adopted "Procedure Dealing with Internal Material Information" to prevent insider from trading of securities by leveraging unpublished information.	No major deviation identified.
3. Composition and Duties of the Board
(1) Does the Board develop and implement a diversified policy for the composition of its members?	V		The Company has considered from various aspects during the nomination and selection of candidates of directors to assure the appointee possess qualities that would benefit the Company.	No major deviation identified.
(2) Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee?	V		In addition to setting up the Remuneration Committee and the Audit Committee in accordance with the law, the Company also voluntarily sets up Cyber Security Management Committee, Risk Management Committee, and Sustainable Development Committee.	No major deviation identified.
(3) Does the Company establish a standard to measure the performance of the Board, and implement it annually?	V		The Company has conducted a peer evaluation among members of the Board and functional committees for the year of 2024. The result is reported on meeting of the Board on	No major deviation identified.

		March 10, 2025.
(4) Does the Company regularly assess the independence of CPA certifying the financial report of the Company?	V	Auditing Committee annually review the independence of the Auditors and submit its recommendation to the Board. Latest review was conducted and concluded on Mar. 15, 2024 by meeting of Auditing Committee and submitted to meeting of the Board on Mar. 15, 2024 and was approved. Scope of evaluation includes, 1. Verified that Auditors are not related Party to the Company nor any Directors. 2. Rotation of Auditors in accordance with “The Bulletin of Norm of Professional Ethics for Certified. Public Accountant of the R.O.C. No. 10” and “International Code of Ethics for Professional Accountants” published by IESBA. 3. Acquiring clearance, including pre-clearance, by Auditing Committee on audit of annual financial reports and other services pursuant to Securities and Exchange Act and relevant regulations by IESBA. 4. Auditors should coordinates with Auditing Committee on the scope and methods applied to the auditing pursuant to TWSA 260. 5. Acquiring, periodically, Statement of Independence by Auditor. 6. Acquiring information of AQIs from Auditing firm and evaluating the quality of service by the Auditing firm by reference to “Guideline on Understanding of AQIs by Auditing Committee.”	No major deviation identified.
4. Does the Company establish specialized units or dedicated members and personnel responsible for corporate governance affairs, as well as carrying out key actions and reporting statuses (e.g.: including but not limited to provide the information that the Board request to perform their duties, ensuring the general affairs of the Board meetings and Annual General Shareholders’ Meeting(AGM) are held in accordance with regulations, applying and changing of company registration, and taking	V	The Board has appointed Mr. YANG, Tsung-Jen to be the Chief Officer of Corporate Governance on its meeting on Aug. 11, 2020 effective from Jan. 1, 2021.	No major deviation identified.

meeting minutes for above meetings.)
5. Does the Company establish a communication channel and build a designated section on its website for stakeholders, as well as handle all the issues they care for in terms of corporate social responsibilities?	V	The Company has appointed Spokesman and deputy spokesperson. Relevant information has been disclosed on MOPS pursuant to applicable regulations. To maintain good communication with our investors, we also publish financial information and matters regarding shareholding. A bulletin for stakeholders has been established on the corporate website.	No major deviation identified.
6. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs?	V	The Company has delegated the shareholder service to a professional service agency - Department of Stock Agency, SinoPac Securities.	No major deviation identified.
7. Information Disclosure
(1) Does the Company have a corporate website to disclose both financial standings and the status of corporate governance?
(2) Does the Company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)?
(3) Does the Company publish and file annual financial report within two months after the end of fiscal year and quarterly financial report and monthly operation report for first three quarters, respectively, prior to the deadline pursuant to relevant regulations?	V	The Company had designated personnel responsible for collections and publications of various information pursuant to applicable regulations as well as information regarding Spokesman. Investors can access to financial, business operation, and corporate governance information on MOPS website.	No major deviation identified.

| 8. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)? | V | 1. Benefit and Care for Employee: The Company has always led the employee with integrity and establish close bond with employee with various benefits and on-job training. For more implementation, please view the corporate website: “Sustainable Development” → “Employee Benefit Measures.”
2. Investor Relationship: The Company has appointed Spokesman and deputy spokesperson. The Company has endeavored to maintain effective communication with investors via full disclosure of information on MOPS website and participation on AGM. For more implementation, please review the corporate website: “Investors”.
3. Supplier Relationship: The Company and its supplier maintain good relationship to ensure competitive and stable supply for the Company. In addition, we dedicate to building healthy partnership with reciprocal dynamics to maintain a reliable chain of supply. The Company also conducts ad hoc auditing on the supplier to ensure the quality of supply. For more implementation, please view the corporate website: “Sustainable Development” → “Supplier management.”
4. Rights of Stakeholders:
(1) For Customers: The Company supplies products with safety as well as superb quality, values the feedback from clients and take prompt actions on complaint from clients to ensure satisfactory result.
(2) For shareholders: It is the goal to safeguard the rights of shareholder. For more implementation, please view the corporate website: “Sustainable Development” → “Stakeholders.”
5. Training for Directors: The Company encourages directors to participate trainings offered by qualified institutions as individual directors sees the topic complies with the need and also offer | No major deviation identified.
No major deviation identified.
No major deviation identified.
No major deviation identified.
No major deviation identified. |
| --- | --- | --- | --- |

	suggestions to directors and help organizing as needed. For more implementation, please review the corporate website: “Corporate Governance” → “Board of Directors.”	No major deviation identified.
	6. Risk Management and implementation: The Company has implemented “Guidelines of Standard for Risk Management and Evaluation” for management and evaluation of various type of risks. For the full policies and strategies, please view the corporate website: “Sustainable Development” → “Risk Management.”
	7. Customer Management Policy : The Company has implemented a credit allowance system for each clients, maintain a comprehensive records of transactions with each clients to decide appropriate credit and payment terms to ensure smooth transaction. The Company also follow ISO quality assurance system during production to ensure the compatibility with product standard as well as the interest of the client and consumer. It is also the top priority of the Company to enhance the protection on the privacy of the client with random internal audit to make sure all measures remain effective. For the full policies and strategies, please view the corporate website: “Sustainable Development” → “Risk Management.”	No major deviation identified.
	8. Insurance for Directors: The Board has approved on May 10, 2024, to insure the Board for its liability during executing its duty.	No major deviation identified.
9. Base on the result of “Corporate governance Evaluation” announced by TWSE (Taiwan Stock Exchange Corporation) in recent year to illustrate the status of matters have been already improved and priority measures to reinforce matters haven’t been improved: Pursuant to the evaluation result for 2024 Evaluation on Corporate Governance published by TWSE, the Company will take into account the result and evaluate and form action plans for improvement.

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

Profile of Members of the Remuneration Committee (2025.3.31)

Qualification		Professional Qualification and Experience	Independence	Number of Companies in which the member served as member of Remuneration Committee
Identity	Name
Independent Director, Chairperson	Felix Ho	Mr. Ho is currently the Chairperson of YFY Consumer Products Co. Ltd. and has served in Kearney and former Citigroup Salomon Brothers. Mr. Ho has held various executive positions within the group of YFY, including Chairperson of YFY Holdings, Acting Chairperson of E-Ink Technology and Vice Chairperson of SinoPac Bank. Mr. Ho contributes to the Board with his expertise in operation management, financing, corporate governance, and expansion of oversea business.	The members of the committee meet the independence requirement stipulated by Art. 6 of “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.”	None
Independent Director	CHAN, Yi-Jen	Dr. Chan is currently the Managing Director and Chief Officer of Technology of Cyntec Co., Ltd., a Delta Group Company, and held the office of Chief Officer of Strategy of Hermes-Epitek Corp. from 2016 to 2018 and office of CEO of EPISIL Holding Inc. from 2013 to 2016. Dr. Chan is the renowned expert of high-speed and power semiconductor and contributes to the governance of the enterprise with his abundant experience in strategical planning. During his time serving as independent director, he also assists in cooperation between the electronic production section of the Company and internationally renowned manufacturers.		None
Independent Director	SU, Sharon (Yen-Hsueh)	Ms. Su served at ABN AMRO and UBS as Asia-Pacific Chief Analyst in technology industry before she was appointed the first Chief Investment Officer in ASUSTek in 2004. Ms. Su spearheaded the ASUStek and Pegatron restructuring in 2009 and retired from Pegatron as senior VP for investment and business development in 2013. Ms. Su’s abundant experience in technology industry and investment and merger can offer the Company with her visionary advice.		2

Member	CHANG, Wen-Chang	Dr. Chang holds a PhD degree in Pharmacy from Dept. of Pharmacy of Tokyo University, Japan and was elected as Academician of Academia Sinica. Dr. Chang is currently the Chairperson of the Board of Taipei Medical University and former Vice-Chairperson of National Science Council. Under the leadership of Dr. Chang, TMU has become the top private medical school in Taiwan and expand the number of hospitals to 7 which contribute to the economic scale of the research conducted. Dr. Chang's abundant experience has offered valuable assistance to the Company.		None

2. Mandate of the Remuneration Committee

This committee shall act with care of a good administrator, faithfully execute the following duties and submit its advice to the Board for discussion.

Implement, with regular review, standards applicable to evaluation of the performance of the Directors and managers, annual and log-term key performance indicators as well as the policies, systems, standards, and structure thereof.
Regularly review performance of the Directors and managers with reference to key indicators and advice on the content and amount of the remuneration packages of the Directors and managers according to the result of review.
The performance evaluation and advice on the remuneration shall refer to usual standard applied by peers in the same industry, evaluation on individual performance, amount of time invested, position held by individual, performance while holding of other positions, packages offered by Company to equivalent position and reach a conclusion of reasonableness, demonstrate the reasonable connection between achievement of short-term and long-term goal of the Company, financial status of the Company and individual performance, performance of the Company and future risks.

3. Implementation Status of the Remuneration Committee

(1) There are 4 members in the Remuneration Committee.
(2) Tenure for 5th Remuneration Committee: June 16, 2023~June 15, 2026.
(3) The Committee held 2 meetings in 2024 with attendance record as follow:

Position	Name	Attendance		Attendance Rate (%)	Remark
		In Person	By Proxy
Chairperson	Felix HO	2	0	100%	None
Member	CHAN, Yi-Jen	1	1	50%
Member	SU, Sharon(Yen-Hsueh)	2	0	100%
Member	CHANG, Wen Chang	2	0	100%

Meetings of Remuneration Committee
The Committee has held the following meetings to review and evaluate remuneration policies of the Company in 2024:
Term/ Date	Proposal	Resolution of the Committee	Measure taken by the Company
3^{rd} meeting of 5^{th} Remuneration Committee, Mar. 15, 2024	1. Review of the remuneration policy structure for Directors and Managers and Key Performance thereof for the year of 2023.
2. Review of distribution of remuneration of employee and directors for the year of 2023.	The Chairperson consulted with members presented and approved unanimously.	The Board has adopted according to recommendation by the Committee and proceed accordingly and compliance with applicable regulations.
4^{th} meeting of 5^{th} Remuneration Committee, Nov 7, 2024	1. Review of policies for various remuneration items for 2025.
2. Review of distribution bonus due in 2025.
3. Review of award of remuneration of the Chairperson and the Board for 2025.
4. 2025 Work Plant of the Committee.	The Chairperson consulted with members presented and approved unanimously.	The Board has adopted according to recommendation by the Committee and proceed accordingly and compliance with applicable regulations.
Other matters that require reporting :
1. If the Board declined to adopt, or modified a recommendation of the Remuneration Committee, please specify the date, term, content, resolution, and the Company’s processing situations for Remuneration Committee’s resolution: None.
2. Any objections or reservations expressed by any committee member in record or in written to Remuneration Committee’s resolution, please specify the date, term, content, and the committee’s processing situations for objections or reservations: None.

Member of the Nomination Committee and Operation thereof : None.

2.3.5 Fulfillment of sustainable development and discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons:

Action Items	Implementation Status			Discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
	Yes	No	Abstract Explanation
1. Does the Company establish exclusively (or concurrently) dedicated unit authorized by the Board to be in charge of enforcing sustainable development and the execution be supervised by the Board?	V		1. The Company’s Chairperson chairs sustainable development committee to give guidance in sustainable development; the President and heads of divisions are in charge of long term operations.
2. (1) The Board approved the appointment of the Office of President as the CSR responsible unit on Aug. 11, 2020 and the unit was renamed to sustainable development responsible unit in March, 2022.
(2) Sustainable development responsible unit comprises the head of department and dedicated staff in charge of the policies, implementation, risk management, education and training for sustainable development. For more implementation, please review the corporate website: “Sustainable Development”.
(3) Sustainable development responsible unit reports the implementation to the Board at least once a year. The latest reporting date: March 15, 2024. For more implementation, please review the corporate website: “Sustainable Development”.
3. The management team reports to the Board on the Company’s ESG sustainable development at least once a year and the strategies and implementations of ESG sustainable development are regularly reviewed and supervised by the Board.	None.
2. Does the Company assess environmental, social and governance	V		1. The Company makes risk assessment based on major	None.

Action Items	Implementation Status			Discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
	Yes	No	Abstract Explanation
risks associated with its operations based on the principle of materiality, and establish related risk management policies or strategies?			issues such as environment, society and governance, negotiates with stakeholders, and establishes policies on ESG issues and risk management. For the full policies and strategies, please view the corporate website: “Sustainable development” → “Risk Management.”
2. The scope of the above information covers the parent company and subsidiaries under the consolidated financial report.
3. Environmental issues
(1) Does the Company establish proper environmental management systems based on the characteristics of its industries?	V		1. The Company established environment protection measures including compliance with relevant regulations issued by the Ministry of Environment, replacement of high-energy-consuming equipment, local sourcing of major raw materials, and recycling of gypsum boards for reuse in the production process. For the full measures, please view the corporate website: “Sustainable development” → “Environmental sustainability”.
2. Verification: The Subsidiary Uneo Inc. is ISO 14001 certificated on April 23, 2024.	None.
(2) Does the Company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment?	V		The Company has endeavored to make the production line more efficient and eco-friendly to reduce the impact and burden of the environment. For the policy and achievement of energy saving and carbon reduction, the consumption of electricity and water, the amount of waste, please view the corporate website: “Sustainable development” → “Environmental sustainability”.	None.

Action Items	Implementation Status			Discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
	Yes	No	Abstract Explanation
(3) Does the Company evaluate the potential risks and opportunities under climate change and take measures in response to climate related issues?	V		Sustainable development committee is the Company’s highest organization in charge of climate change issues. The chair of the committee, who is a board member, reviews the strategies, goals, risks, opportunities, plans and action on climate change and reports to the Board.
The Company assesses the risks and opportunities of climate change according to the TCFD structure published by Financial Stability Board (FSB). The latest assessment was finished in 2024. For the full assessment, please view the corporate website: “Sustainable Development” → “TCFD.”	None.
(4) Does the Company record greenhouse gas emissions, water consumption, and weight of waste over the last two years and establish policies on energy efficiency, reduction of carbon dioxide and greenhouse gas, water-saving and other waste management?	V		1. Greenhouse gas emission, consumption of water, amount of non-toxic waste, intensity of energy and water in recent 2 years are disclosed on the corporate website: “Sustainable development” → “Environmental sustainability”.
2. For the policy and achievement of energy saving and carbon reduction, the consumption of electricity and water, the amount of waste, please view the corporate website: “Sustainable development” → “Environmental sustainability”.
3. The scope of above information is parent company.
4. The scope of greenhouse gas emissions for the past 2 years covers the parent company and subsidiaries under the consolidated financial report.	None.
4. Social issues
(1) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights?	V		1. The Company not only complies with local regulations but also upholds the internationally-recognized human rights for labor and respects the United Nations Universal Declaration on	None.

Action Items	Implementation Status			Discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
	Yes	No	Abstract Explanation
			Human Rights, the International Labor Organization’s fundamental conventions on core labor standards, the International Covenant on Civil and Political Rights and the International Covenant on Economic Social and Cultural Rights. The Company formulates human rights policies and expects all the business partners to comply with them.
2. For more specific measures, please view the corporate website: “Sustainable development” → “Human Rights Policy.”
(2) Does the Company have reasonable employee benefit measures (including remuneration, leave, and other benefits) and appropriately reflect the business performance or results on the employee remuneration policy?	V		1. The Company stipulates employee benefit measures and reflects business performance on employees’ remuneration. For the full policy and measures, please view the corporate website: “Sustainable Development” → “Employee Benefit Measures.”
2. In 2024, the Company’s female employment percentage was 19.07% and female manager percentage was 9.3%.	None.
(3) Does the Company provide employees with a safe and healthy working environment and regularly organize training on health and safety?	V		1. The Company conforms to government regulations on labor health and safety, formulating corresponding measures, holding training courses, offering protective equipment, and making annual environmental inspection by external units and re-inspection by the fire department. Also, the supervisors and the personnel of environmental safety and health manage and inspect operating fields by patrolling every day, controlling deficiencies, following up on improvement, and regularly reporting to the President at monthly meetings.	None.

Action Items	Implementation Status			Discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
	Yes	No	Abstract Explanation
			2. Verification: None.
3. In 2024, the Company had 3 cases of occupational accidents, with the number of 3 employees, accounting for 0.61% of the total employment.
4. In 2024, the Company had 0 fire incidents, with no casualties.
(4) Does the Company have an effective career development training program for employees?	V		The Company not only assesses and provides feedback on employees’ skills and interests, but also offers training and development activities that match their career development objectives and job needs. For the full training programs, please view the corporate website: “Sustainable Development” → “Employee Benefit Measures.”	None.
(5) Does the Company follow relevant laws, regulations and international guidelines for customer health and safety, customer privacy, and marketing or labeling of products and service, and also formulate customer protection policies and procedures for consumer complaints?	V		The Company not only complies with local regulations and relevant international standards to label and promote products, but also provides customer service through email and hotline responding to consumer’s queries and grievances to improve products and service efficiency. For the customer service and customer relationship performance, please view the corporate website: “Sustainable Development” → “Stakeholders.”	None.
(6) Does the Company implement supplier management policies, requiring suppliers to observe relevant regulations on environmental protection, occupational health and safety or labor and human rights? If so, describe the results.	V		The Company established the supplier management policy to require suppliers to enforce environment protection, occupational safety and health, and labor rights. The Company carries out the supplier evaluation at least once a year. For the full policy and implementation, please view the corporate website: “Sustainable Development”→ “Supplier management.”	None.
5. Does the Company adopt internationally recognized standards or guidelines in the preparation of sustainability reports disclosing its non-financial information? Does the report above obtain assurance from a third	V		1. The Company’s Sustainability reports are written on the basis of the GRI Standards and SASB’s Construction Materials Standards.
2. The CPA firm of Legendary &	None.

Action Items	Implementation Status
	Yes	No	Abstract Explanation
party verification unit?			Steadfast Accountancy will be retained to provide an independent limited assurance of the 2024 sustainability report based on the standards in TWSAE 3000 “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, established in accordance with ISAE 3000 and issued by Taiwan’s Accounting Research and Development Foundation.
6. If the Company has established its own sustainable development principles in accordance with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and the discrepancies if there’s any: None.
7. Other important information facilitating understanding of the state of sustainable development implementation: The company practices its sustainable development responsibility for community care by supporting disadvantaged groups, actively participating in community activities and charitable donations, and promoting industry-academia cooperation. Please view the corporate website: “Sustainable Development” → “Community Development and Culture”.

Climate-Related Information of TWSE/TPEx Listed Company

1. Implementation of Climate-Related Information

	Implementation status
1. How do the Board and managers oversight and govern the climate-related risks and opportunities?	1. The Board serves as the highest decision-making unit for risk management within the Company, in charge of risk management.
2. Risk Management Committee: The Risk Management Committee executes the risk management decisions approved by the Board. It is responsible for establishing the risk management framework of the Company, reviewing the Company's risk management policies, integrating and promoting risk management, as well as overseeing and coordinating the overall implementation of risk management operations. Additionally, the committee provides regular (at least once a year) reports to the Board on the execution status.
2. How do the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term)?	1. Extreme Climate Risks:
(1) Extreme weather causing Continuous heavy rainfall may result in concentrated customer demand, heightened challenges in production and transportation scheduling. This could lead to order losses and necessitate improving production management efficiency. The potential occurrence of this risk is in the short term.
(2) Continued rise in average temperatures due to extreme climate conditions could escalate electricity demand and lead to increased electricity prices. This might result in elevated electricity costs for the Company, need to enhance energy usage efficiency. The potential occurrence of this risk is in the long term.
2. Transition Risks:
(1) Government impose a carbon fee on the Company in 2025 could result in increased regulatory expenses. The potential occurrence of this risk is in the short term.
(2) Government's push for a 2050 net zero emissions policy might require the Company to seek alternative energy sources to replace traditional ones. The potential occurrence of this risk is in the long term.
3. The financial impact of extreme climate and transition actions.	1. Extreme Climate Risks:
(1) Continuous heavy rainfall could potentially lead to the decrease in approximate NT$ 180 million of the annual revenue.
(2) The rise in average temperatures could potentially lead to the increase in approximate NT$ 19 million of the annual electricity expense.
(3) The rise in average temperatures could potentially lead to the increase in approximate NT$ 71 million of the annual expenses for investing in process equipment improvements.
2. Transition Risks:
(1) Imposition a carbon fee on the Company could potentially lead to the increase in approximate NT$ 5.4 million of the annual regulatory expense.

	(2) Seeking alternative electricity could potentially lead to the increase in approximate NT$ 130 million of the annual electricity expense.
4. How to integrate the climate risk of recognition, assessment, and management process into the overall risk management framework.	The risk management committee convenes regular monthly meetings to identify potential climate risks, assess their specific impact on finances in terms of clarity and significance, and review the implemented management measures.
5. When conducting a scenario analysis to assess resilience against climate change risks, should describe the usages of scenarios, parameters, assumptions, analysis factors, and key financial impacts.	1. Extreme Climate Risks:
(1) Continuous heavy rainfall leads to order losses: based on the cancelled order amount due to heavy rainfall.
(2) The rise in average temperatures lead to increased electricity prices: assume the price in 2030 is higher than current electricity price for 15%.
(3) The rise in average temperatures necessitates the Company to enhance energy usage efficiency: assume an annual investment of 1% of revenue is required for process equipment improvement.
2. Transition Risks:
(1) Imposition a carbon fee on the Company leads to increased regulatory expenses: multiply the carbon emission amount by the assumed carbon price rate of NT$ 300 per ton.
(2) Purchase the green electricity leads to increased electricity price: assume the Company replaces 100% of its electricity consumption with green electricity.
6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks.	1. Enhance energy usage efficiency: annually invest 1% of revenue for process equipment improvement.
2. Seeking alternative energy for replacing traditional energy: achieve 100% green electricity usage before 2050.
3. Seeking alternative fuel for replacing coal: achieve 100% to replace coal before 2050.
7. If using internal carbon pricing method as a planning tool, should describe the basis for price formulation.	The Company adopts the shadow pricing method by incorporating a carbon price of NT$300 per ton into internal operational decision-making, thereby increasing the incentive for internal units to invest in low-carbon processes.
8. If climate-related goals have been established, should describe the information regarding covered activities, greenhouse gas emission scopes, planning timeline, the progress of annual achievement, if use carbon offsets or Renewable Energy Certificates (RECs) to achieve these goals, should describe the carbon offsets sources and amount, or the amount of RECs.	1. Carbon Intensity (CO2 Emissions tons / production value of NT$ Thousands): The Company will strive to maintain its current intensity and continuously reduce emissions.
2. Water Intensity (Water Usage tons / production value of NT$ Thousands): The Company will strive to maintain its current intensity and aims to reduce it to 0.025 tons / NT$ in thousands of output by 2030.
3. Total Business Waste Weight: The Company is committed to maintaining its current waste weight and aims to achieve a zero-waste goal.

Greenhouse gas investigation and assurance status

(1) Individual entities of the parent company shall complete the inventory by 2023 and shall complete the assurance by 2024.

(2) Subsidiaries included in the consolidated financial statements shall complete the inventory by 2025 and shall complete the assurance by 2027.

(3) Describe the emission volume (tons CO2e), intensity (tons CO2e/NT$ million), and data coverage of greenhouse gases in recent 2 fiscal years:

		2023		2024
		the emission volume (tons CO2e)	intensity (tons CO2e/NT$ million)	the emission volume (tons CO2e)	intensity (tons CO2e/NT$ million)
the parent company	Direct emissions (scope 1, i.e., emissions directly from sources owned or controlled by the Company)	36,156.3199		37,948.4369
	Indirect energy emissions (scope 2, i.e., indirect greenhouse gas emissions from electricity, heat, or steam)	19,673.9336		19,540.7472
	Total	55,830.2535	-	57,489.1841	-
Subsidiaries under the consolidated financial report	Direct emissions (scope 1, i.e., emissions directly from sources owned or controlled by the Company)		-	2,178.0365
	Indirect energy emissions (scope 2, i.e., indirect greenhouse gas emissions from electricity, heat, or steam)			1,652.2752
	Total	-	-	3830.3117	-
Total		55,830.2535	12.05	61,319.4958	0.08
the parent company	Products used by organization	12,636.2711	-	13,078.4135	-
Note1: In accordance with IFRS S2 “Climate-Related Disclosures,” the ISO 14064-1:2018 standard is adopted for greenhouse gas inventory.
Note2: The emission intensity for 2023 is calculated as the parent company's individual emissions divided by the annual production value (NT$ million) of cement, ready-mixed concrete, and gypsum board.
Note3: The emission intensity for 2024 is calculated as the total emissions of the parent and subsidiaries, based on the consolidated financial statements, divided by the consolidated revenue (NT$ million).
Note4: The Scope 3 emission for 2024 includes indirect GHG emissions from products used by organization (Category 4).

(4) Describe the status of assurance in recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion.
The scope of assurance	Emission volume (tons CO2e)
		2023	2024
the parent company	Direct emissions
(scope 1, i.e., emissions directly from sources owned or controlled by the Company)	36,156.3199	37,948.4369
	Indirect energy emissions
(scope 2, i.e., indirect greenhouse gas emissions from electricity, heat, or steam)	19,673.9336	19,540.7472
	Total	55,830.2535	57,489.1841
	The percentage of disclosed inventory data as mentioned in the preceding paragraph.	100%	100%
Assurance institution		DNV	DNV
Assurance standards		ISO14066:2011
、ISO14065:2020、
ISO14064-3:2019
reasonable level of assurance	ISO14066:2023、
、
ISO14065:2020、
ISO14064-3:2019
reasonable level of assurance
Assurance opinion		unmodified opinion	unmodified opinion
(5)	The greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets:
A. Since 2022, the Company has been conducting third-party greenhouse gas assurance for the parent company.
B. In accordance with the Financial Supervisory Commission's schedule for sustainable development of listed companies, the Company will complete the inventory operations for the group (including subsidiaries) in Apr., 2025. Therefore, we have set 2024 as the baseline year for carbon reduction and aim to gradually reduce carbon emissions annually.
C. Reduction Targets: A reduction of 5% compared to 2024 by 2030, a reduction of 60% compared to 2024 by 2040, and 100% reduction compared to 2024 by 2050.
D. Concrete action plan: Through improving processes, replacing traditional energy sources with green energy, implementing green transportation, and regularly maintaining and replacing old high-energy-consuming equipment.

2.3.6 Fulfillment of Ethical Corporate Management and Discrepancies from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"

Evaluation Item	Implementation Status^{1}			Discrepancies from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons
	Y	N	Abstract Illustration
1. Establishment of ethical corporate management policies and programs
(1) Does the Company have a Board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board and management towards enforcement of such policy?	V		A. The Board has approved the formulation of “Ethical Corporate Management Best Practice Principles,” and established the “Procedures for Ethical Management and Guidelines for Conduct”, specifying matters that should be noted by all employees of the Company and companies of UCC Group while performing duties. The Office of the President is responsible for formulating ethical corporate management policies and prevention plans, reporting the operation of ethical corporate management and its status of implementation to the Board regularly.
B. Ethical corporate management policies are published on the corporate website, as well as promotional materials or external activities, so that managements, employees, suppliers, customers or other business-related institutions and personnel can understand the Company’s ethical corporate management philosophy and regulations.	None.
(2) Does the Company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risk of unethical conduct within the scope of business? Does the Company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice	V		The Company has always been committed to business integrity and does not engage in business activities involving unethical conducts in the scope of business. The Office of the President regularly analyzes and evaluates the risks of dishonest behavior within the business scope and formulates the "Integrity Management Operating Procedures and Behavior Guidelines" accordingly. Such reviews cover at least the preventive measure described in Article 7, Paragraph 2 of	None.

Evaluation Item	Implementation Status ^{1}			Discrepancies from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons
	Y	N	Abstract Illustration
Principles for TWSE/TPEx Listed Companies?

(3) Does the Company clearly provide the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the Company enforce the programs above effectively and perform regular reviews and amendments? | V | | the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.

The Company has clear stipulations and ethical business conduct and relevant guidelines covering code of conducts, whistleblowing, punitive measures for violations, and grievances in company articles and systems, such guidelines include the “Ethical Corporate Management Best Practice Principles,” “Procedures for Ethical Management and Guidelines for conduct,” “Whistleblowing Procedures of Unethical Behaviors,” and “Guidelines to Employee Grievances.”. The Company has established “Code of Ethical Conduct” for the Directors and Managers of the Company to adhere to. The adequacy and effectiveness of regulations and policies or ethical business conduct are reviewed on a regular basis. | None. |
| 2. Implementation of operations integrity policy
(1) Does the Company evaluate business partners’ ethical records and include ethics-related clauses in business contracts?

(2) Does the Company have a unit responsible for ethical corporate management on a full-time basis under the Board which reports the ethical corporate management policy and programs against unethical conduct regularly (at least once a year) to the Board while | V | | In the “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for conducts,” it is specified that the Company shall refrain from having any engagements with parties that have any records of unethical conducts. Before dealing with any parties, the Company shall assess whether there has been a record of unethical behavior, and try as much as possible to incorporate the ethical corporate management clause in the contract.

A. The Company has designated The Office of the President to support ethical corporate management and be responsible for devising and overseeing the ethical corporate management policy and prevention programs against unethical conducts. The Company | None. |

Evaluation Item	Implementation Status ^{1}			Discrepancies from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons
	Y	N	Abstract Illustration
overseeing such operations?			reports the implementation of the above to the Board on Mar. 10, 2025. The frequency of report is at least once a year.
(3) Does the Company establish and implement policies to prevent conflicts of interest and provide appropriate communication channels?	V		A. The Company's “Procedures for Ethical Management and Guidelines for Conduct” specifies policies for preventing conflicts of interests. When employees have conflicts of interest in business, they should report to their direct supervisors and The Office of the President and receive appropriate guidance from direct supervisors.
B. The Company's “Rules of Procedure for Board of Directors Meetings” has clearly stated that if Directors has a stake in the proposal of the legal persons represented, they shall disclose the key aspects of the interest in the meeting. If their interest may compromise the interests of the Company, the said Director shall not participate in the discussion of nor cast the vote on items involved and shall excuse himself from the proceeding of the specific agenda item involved. Also, they shall not stand proxy for other Directors to exercise the voting right on the same item.	None.
(4) Does the Company have effective accounting and internal control system in place to implement ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the system to prevent unethical conduct, or hire outside accountants to perform the audits?	V		The Company has established an effective and mature accounting and internal control system to connect the function of personnel, finance, sales, production and materials layer by layer, inspecting and managing abnormalities. The Audit Office under the Board of the Company formulates an audit plan every year to check compliance with rules and regulations and reduce the risk of unethical behavior. In addition, since internal audit is the responsibility of all employees, all units of the Company	None.

Evaluation Item	Implementation Status ^{1}			Discrepancies from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons
	Y	N	Abstract Illustration
(5) Does the Company regularly hold internal and external educational training on ethical management?	V		also conduct self-assessment of internal control in January each year to facilitate the implementation of the spirit of internal control to all levels.

The Company regularly conducts education and training related to ethical management to employees so that they can fully understand the Company's determination, policies, prevention plans and the consequences of violations of unethical behavior. The ethical management education and training in 2024 is with a total participant of 495. | None. |
| 3. The implementation of the Company’s whistle-blowing system.
(1) Has the Company establish concrete whistle-blowing and reward system as well as accessible whistle-blowing channels? Does the Company assign a suitable and dedicated individual for the case being exposed by the whistle-blower? | V | | The Company has established the “Whistle-blowing Procedures of Unethical Behaviors” and “Guidelines to Employee Grievances” providing multiple reporting channels such as whistle-blowing mailboxes and whistle-blowing hotlines, assigning Audit Offices and Management Division of the Company as the responsible units, and clearly stipulated reward systems. | None. |
| (2) Does the Company establish standard operating procedures for whistle-blowing cases, follow-up measures and relevant system of confidentiality after the investigation? | V | | The Company’s “Whistle-blowing Procedures of Unethical Behaviors” and “Guidelines to Employee Grievances” clearly stipulate the relevant standard operating procedures for following steps of cases, acceptance, investigation, closing and filing, and the above-mentioned rules stipulate that any unauthorized disclosure of the any details of the case, where on-going or not, is strictly forbidden and the entire proceedings shall remain confidential. | None. |

Evaluation Item	Implementation Status^{1}			Discrepancies from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons
	Y	N	Abstract Illustration
(3) Does the Company provide proper whistle-blower protection?	V		During and after an investigation, it is strictly forbidden to disclose any information to unauthorized parties. All information must be well-managed and archived according to confidential document procedures to ensure the informant does not experience any unjust treatment.	None.
4. Strengthening information disclosure
(1) Does the Company disclose its ethical corporate management policies and the results of its implementation on the Company website and MOPS?	V		The Company discloses its “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” as well as other related measures on its website and the TWSE’s Market Observation Post System website.	None.
5. If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
There has been no difference.
6. Other important information to facilitate a better understanding of the Company’s ethical corporate management policies (e.g., review and amend its policies): Please view the corporate website: “Sustainable Development” → “Integrity management.”

2.3.7 Other Important Information Regarding Corporate Governance

Chief Officer of Corporate Governance:

The Board of the Company has resolved to establish the position of Chief Officer of Corporate Governance in its meeting on Aug. 11, 2020 and appointed Mr. Yang, Tsung-Jen, CFO, to take the office of the position effective from Jan. 1, 2021. Mr. Yang has hold the position of CFO for more than 3 years and thus comply with the requirement by law and is qualified for implementation of corporate governance.

Profile of Chief Officer of Corporate Governance:

Name: Yang, Tsung-Jen (Vice President, Chief of Management Division and Cement Division)

Education: Bachelor, Dept. of Economics, Chinese Culture University

Professional Experience: Chief of Finance Division, Management Division and Cement Division

Continuing Education: 12 hours qualified education in 2024.

Institution	Courses	Date		Hour
		From	To
Taiwan Listed Companies Association	Observation on key indicators of 2024 global economy	2024.1.11	2024.1.11	3.0
	Overview of economy trend for 2^{nd} half of 2024.	2024.5.8	2024.5.8	3.0

	Net-zero strategy and low-carbon governance under climate emergency.	2024.9.26	2024.9.26	3.0
TWSE	Summit of Empowering Taiwan Capital Market	2024.9.30	2024.9.30	3.0

Scope of Corporate Governance:

To keep the Board updated with latest development of the regulations in the field which the Company operates or field of Corporate Governance.
To assist the Board in continuing education. Evaluate appropriate proposal of “Liability Insurance for Directors” and report to the Board.
To convene ad hoc meetings among CPA, independent directors, chief internal auditor for the implementation of internal control system.
To coordinate and manage the agenda of meeting of the Board, and other administrative matters. To remind any applicable directors if the conflict of interests exists. To furnish and circulate meeting minutes within 20 days of the meeting.
To carry out the goal of corporate governance and perform an annual evaluation on the performance of the Board as a whole and individual directors according to “Performance Evaluation Policy of the Board of Directors and Functional Committee” and delegate such evaluation to an external professional institute at least once every 3 years.
To register the date of Annual General Shareholders’ Meeting (AGM), issue a notice of AGM, Agenda Handbook and meeting minutes pursuant to timeframe stipulated by applicable laws.
To carry out the goal of Corporate Governance and improve the performance of Corporate Governance Assessment.

For more information on Corporate Governance, please refer to the corporate website: http://www.ucctw.com and announcement on TWSE’s Market Observation Post System website at http://mops.twse.com.tw

2.3.8 Implementing the internal control system

1. Statement of internal control

Universal Cement Corporation

Statement of Internal Controls

Date: 3/10/2025

With regards to result of the 2024 self-evaluation of the internal control system, we hereby declare as follows:

(1) We acknowledge and understand that it is the responsibility of our BOD and managers to establish, implement, and maintain an internal control system, and we have established accordingly. The purpose is to fairly ensure the effectiveness and efficiency of operations (Including profitability, performance and security of assets); the reliability, timeliness, and transparency of financial reporting; and the achievement of legal compliance.

(2) There is limitation inherent to each internal control system, however perfect the design is. As such, an effective internal control system can only fairly ensure the achievement of the aforementioned goals. Furthermore, the effectiveness of an internal control system may be varied as the macro environment and situation change. By equipping our internal control system with a self-monitoring mechanism, we can take immediate corrective actions against any defects once identified.

(3) The company has referred to the criteria for determining the effectiveness of an internal control system as specified in the “Regulations Governing Establishment of internal control Systems by Public Companies” (the “Criteria”), to determine the effectiveness of design and implementation of our internal audit system. With regard to the management control process, the Criteria divided an internal control system into five elements: a) control environment, b) risk evaluation, c) control activities, d) information and communication, and e) monitoring activities. Each element in turn contains certain audit items, and shall be referred to the Criteria for details.

(4) We have evaluated the effectiveness of design and implementation of our internal control system with such criteria aforementioned.

(5) In respect of the findings from the above evaluation, we believe the design and implementation of our Internal control system (Including the supervision and management of subsidiaries) by December 31, 2024 were effective to achieve the above goals in terms of the effectiveness and efficiency of operations; the reliability, timeliness, and transparency of financial reporting; and the achievement of legal compliance.

(6) This statement shall form an integral part of the annual report and the prospectus on this company and will be disclosed to the public. If there is any fraudulent, concealment and unlawful practice found in the above contents, we shall be liable to the legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

(7) This statement of declaration was approved unanimously and without objection by the board meeting held on March 10, 2025 with the presence of all directors attending the meeting.

Universal Cement Corporation

Chairman:

on behale of Bo-Chi Investment

President:

The Company auditing its internal control system by a CPA shall disclose the CPA audit report: NA.

2.3.9 Major Resolutions of Annual General Shareholders' Meeting (AGM) and meetings of the Board in recent fiscal year as of the publication date

Implementation of resolutions of 2024 AGM

Matters for Acknowledgement:

Proposition 1: Acknowledging Operation Report, Individual Financial Report and Consolidated Financial Report of the Company for the year of 2023

Result of Votes:

Total number of Shares presented at the AGM 458,530,015 shares
Item	Number of shares Voted at the AGM
For	441,512,006
Against	69,930
Void	0
Abstain	16,948,079

Resolution: Approval rate to total number of shares presented 96.28%. The number of votes for the proposition has reached legal threshold, the proposition is adopted as proposed.

Implementation: All relevant report has been filed at regulatory agencies and published pursuant to Company Act and relevant regulations.

Proposition 2: Acknowledging Distribution of Dividend for the year of 2023

Result of Votes:

Total number of Shares presented at the AGM 458,530,015 shares
Item	Number of shares Voted at the AGM
For	442,618,709
Against	74,868
Void	0
Abstain	15,836,438

Resolution: Approval rate to total number of shares presented 96.52%. The number of votes for the proposition has reached legal threshold, the proposition is adopted as proposed.

Implementation: All dividends for the year of 2023 have been distributed on Aug. 21, 2024 at the rate of NT$ 1.8 per share.

Matters for Discussion 1:

Proposition 1: Issuance of new stock by appropriation of earnings from 2023

Result of Votes:

Total number of Shares presented at the AGM 458,530,015 shares
Item	Number of shares Voted at the AGM
For	442,594,887
Against	91,375
Void	0
Abstain	15,843,753

Resolution: Approval rate to total number of shares presented 96.52%. The number of votes for the proposition has reached legal threshold, the proposition is adopted as proposed.

Implementation: Issuance of new stock by appropriation of earnings from 2023 has been distributed on Aug. 21, 2024 at the rate of NT$ 0.2 per share.

Meetings of the Board

The Board has convened 7 meetings in 2024 with summary of major resolutions as follow:

The 24th Board has adopted in 6th meeting on Feb. 20, 2024

Investment of "Urban Renewal Project".

The 24th Board has adopted in 7th meeting on Mar. 15, 2024

Operation Report, Individual Financial Report and Consolidated Financial Report of the Company for the year of 2023, Proposal of Remuneration to Directors and Employee for the year of 2023, Distribution of Dividends for the year of 2023, Proposal of Issuance of new stock by appropriation of earnings from 2023, Loan of Funds to Subsidiary, Proposal of Replacement of CPAs, Evaluation of Independence and Qualification of the CPAs, Call for 2024 AGM, 2023 Statement on Internal Control, Proposal of Impairment of Assets pursuant to "IFRS IAS 36", Promotion of Executives of the Company.

The 24th Board has adopted in 8th meeting on May. 10, 2024

Consolidated Financial Report of the Company for Q1 of 2024.

The 24th Board has adopted in its 9th meeting on Jun. 21, 2024

Authorization to Chairperson for Deciding Record Date for Issuance of New Stock and Distribution of Dividend and the Date of Distribution.

The 24th Board has adopted in its 10th meeting on Aug. 8, 2024

Consolidated Financial Report of the Company for Q2 of 2024, Amendment of "Provide Pre-Approved Non-Assurance Service Policy", Sustainability Report of the year of 2023.

The 24th Board has adopted in its 11th meeting on Nov. 7, 2024

Consolidated Financial Report of the Company for Q3 of 2024, Amendment of "Rules Internal Control Systems" of the Company, Proposal of implementation of Internal Auditing for 2025, Proposal of Change of Financial Officer and Accounting Officer.

The 24th Board has adopted in its 12th meeting on Mar. 10, 2025

Operation Report, Individual Financial Report and Consolidated Financial Report of the Company for the year of 2024, Proposal of Bonus to Directors and Employee for the year of 2024, Distribution of Dividends for the year of 2024, Loan of Funds to Subsidiary, 2024 Statement on Internal Control, Amendment of Article of Association, Definition to Junior Employee of the company, Amendment of "Regulations Related to Financial Transactions between Affiliated Companies of UCC", Evaluation of Independence and

Qualification of the CPAs, Call for 2025 AGM, Amendment of “Internal Auditing”, Promotion of Executives of the Company.

2.3.10 In Recent Fiscal Year as of the Publication Date, Dissenting Opinion Against Resolutions of the Board Made By Directors With Record Or By Submission In Writing And Its Content: None.

2.4 Information of CPA Service Fee

(Unit: NT$ thousands)

Accounting Firm	Name of CPA	Period Covered by CPA’s Audit	Audit Fee	Non-audit Fee	Total	Remarks
Deloitte & Touche-Taiwan	LEE, Chi-Chen	2024.1.1~2024.12.31	4,820	940	5,760	Note
	LIAO, Hung-Ju

Note: Non-audit fees included: Certificate tax return, tax service, alteration registration.

2.4.1 Change of auditing firm with reduced audit fees compared to the previous year: None.

2.4.2 Audit fees decreased by over 10% from the previous year: None.

2.5 Information on Replacement of CPAs

2.5.1 Information regarding the former CPAs

Date of replacement	Approved by the Board on Mar. 15, 2024
Reason for replacement and explanation	The Company commissioned Deloitte & Touche-Taiwan to audit the financial statements. Due to internal adjustments and maintain the independence of the accountant, the audit has been commissioned from CPA LEE, Chi-Chen and YANG, Chao-Chin to CPA LEE, Chi-Chen and LIAO, Hung-Ju since 2024Q1.
Describe whether the Company terminated or the CPAs terminated or did not accept the engagement	Parties Circumstances		CPAs	The Company
	Terminated the engagement		Not applicable	Not applicable
	No longer accepted (discontinued) the engagement		Not applicable	Not applicable
If the CPAs issued an audit report expressing any opinion other than an unqualified opinion in recent 2 fiscal year, specify the opinion and the reasons	Not applicable
Disagreement with the Company?	Yes		Accounting principles or practices
			Disclosure of financial reports
			Audit scope or steps
			Other
	No	V
	Specify details
Other disclosures (Any matters required to be disclosed under sub-items d to g of Article 10.6.A)	Not applicable

2.5.2. Information Regarding the Successor CPAs

Name of accounting firm	Deloitte & Touche-Taiwan
Names of CPAs	CPA LEE, Chi-Chen and LIAO, Hung-Ju
Date of engagement	Approved by the Board on Mar. 15, 2024
Subjects discussed and results of any consultation with the CPAs prior to the engagement, regarding the accounting treatment of or application of accounting principles to any specified transaction, or the type of audit opinion that might be issued on the Company's financial report	Not applicable
Successor CPAs’ written opinion regarding the matters of disagreement between the Company and the former CPAs	Not applicable

2.5.3 The Reply of Former CPAs on Article 10.5.1 and Article 10.5.2.3 of the Standards: NA.

2.6 The Chairperson, President and/or Managers in Charge of Finance or Accounting Served at the Firm(s) or Affiliate(s) of the Auditing CPAs in Recent Year None.

2.7 Shareholding Change Due to Transfer or pledge by Directors, Managers, and major shareholders who hold more than 10% of the shares in recent fiscal year as of the Publication Date

2.7.1 Shareholding Change of the Directors, Managers and Major Shareholders

Position	Name	Year of 2024		As of Mar. 28, 2025
		Change in share held	Change in share pledged	Change in share held	Change in share pledged
Chairperson	Bo-Chih Investment Co., Ltd.	574,601	-	-	-
	Bo-Chih Investment Co., Ltd. Represented by: HOU, Bo-Yi	2,079,460	-	-	-
Director	Sheng-Yuan Investment Co., Ltd.	3,682,109	-	-	-
	Sheng-Yuan Investment Co., Ltd. Represented by: HOU, Chih-Sheng	2,407	-	-	-
Director	Yu-Sheng Investment Co., Ltd.	4,185,359	-	-	-
	Yu-Sheng Investment Co., Ltd. Represented by: HOU, Chih-Yuan	18,417	-	-	-
Independent Director	CHAN, Yi-Jen	-	-	-	-
Independent Director	Felix HO	-	-	-	-
Independent Director	SU, Sharon (Yen-Hsueh)	-	-	-	-
Independent Director	YEN, Jeffry	1,644	-	28,000	-
Chief Strategy officer	HOU, Bo-Yi	2,079,460	-	-	-
President	HOU, Chih-Sheng	2,407	-	-	-
Chief Operating officer	HOU, Chih-Yuan	18,417	-	-	-
Supervisor, Ready-mixed Concrete Division	CHOU, Shih-Kuei	-	-	-	-
Vice President, Management Division(Chief Officer of Corporate Governance)	YANG, Tsung-Jen	-	-	-	-
Vice President, Building Material Division	KAO, Tsung-Yao	-	-	-	-
Assistant Vice President	HUANG, Lin-Tien	-	-	-	-

Position	Name	Year of 2024		As of Mar. 28, 2025
		Change in share held	Change in share pledged	Change in share held	Change in share pledged
Assistant Vice President (Accounting officer)	TSAI, Wen-Chang	-	-	-	-
Assistant Vice President (Chief Information Security Officer)	CHANG, Pei-Te	-	-	-	-
Assistant Vice President	WANG, Jau-Ching	32	-	-	-
Director (Financial Officer)	LI, Yin-Yen	-	-	-	-

2.7.2 Share transfer to related parties: None.

2.7.3 Share pledge to related parties: None.

2.8 Information about Spouses, Kinship within Second Degree, and Relationships between Any of the Top 10 Shareholders

Disclosure of Top 10 Shareholders and relationships among which (Mar. 28, 2025)

Name	Shares held by the individual		Shares held by spouse and underage children		Total shares held in names of third parties		Titles, names and relationships between top 10 shareholders (related parties, spouses, or kinship within second degree)		Remark
	Share held	Ratio	Share held	Ratio	Share held	Ratio	Name	Relation
Sheng-Yuan Investment Co., Ltd.	70,895,594	10.32%	-	-	0	0%	Bo-Chih Investment Co., Ltd.	Same Chairperson	-
Representative of Sheng-Yuan Investment Co., Ltd.: HOU, Bo-Yi	54,494,358	7.94%	23,526,857	3.43%	0	0%	HOU, Bo-Yi Representative of Bo-Chih Investment Co., Ltd.: HOU, Bo-Yi	Same Individual	-
							HOU SU, Ching-Chieh Representative of Yu-Sheng Investment Co., Ltd.: HOU SU, Ching-Chieh	Spouse
							HOU, Bo-Yu	Sibling
Yu-Sheng Investment Co., Ltd.	70,653,357	10.29%	-	-	0	0%	Bo-Chih Investment Co., Ltd.	Same Director	-
Representative of Yu-Sheng Investment Co., Ltd.: HOU SU, Ching-Chieh	23,526,857	3.43%	54,494,358	7.94%	0	0%	HOU, Bo-Yi Representative of Sheng-Yuan Investment Co., Ltd.: HOU, Bo-Yi Representative of Bo-Chih Investment Co., Ltd.: HOU, Bo-Yi	Spouse	-
HOU, Bo-Yi	54,494,358	7.94%	23,526,857	3.43%	0	0%	Representative of Sheng-Yuan Investment Co., Ltd.: HOU, Bo-Yi Representative of Bo-Chih Investment Co., Ltd.: HOU, Bo-Yi	Same Individual	-
							HOU SU, Ching-Chieh Representative of Yu-Sheng Investment Co., Ltd.: HOU SU, Ching-Chieh	Spouse
							HOU, Bo-Yu	Sibling
HSBC custodian Pictet investment accounts	33,459,495	4.87%	-	-	0	0%	None	None	-
Bo-Chih Investment Co., Ltd.	29,304,681	4.27%	-	-	0	0%	Sheng-Yuan Investment Co., Ltd.	Same Chairperson	-
Representative of Bo-Chih Investment Co., Ltd.: HOU, Bo-Yi	54,494,358	7.94%	23,526,857	3.43%	0	0%	HOU, Bo-Yi Representative of Sheng-Yuan Investment Co., Ltd.: HOU, Bo-Yi	Same Individual	-
							HOU SU, Ching-Chieh Representative of Yu-Sheng Investment Co., Ltd.: HOU SU, Ching-Chieh	Spouse
							HOU, Bo-Yu	Sibling
HOU SU, Ching-Chieh	23,526,857	3.43%	54,494,358	7.94%	0	0%	Representative of Yu-Sheng Investment Co., Ltd.: HOU SU, Ching-Chieh	Same Individual	-
							HOU, Bo-Yi Representative of Sheng-Yuan Investment Co., Ltd.: HOU, Bo-Yi	Spouse

Name	Shares held by the individual		Shares held by spouse and underage children		Total shares held in names of third parties		Titles, names and relationships between top 10 shareholders (related parties, spouses, or kinship within second degree)		Remark
	Share held	Ratio	Share held	Ratio	Share held	Ratio	Name	Relation
							Representative of Bo-Chih Investment Co., Ltd.: HOU, Bo-Yi
Standard Chartered custodian DBS Bank 0600049662	21,244,477	3.09%	-	-	0	0%	None	None	-
HOU, Bo-Yu	18,984,875	2.76%	0	0%	0	0%	HOU, Bo-Yi
Representative of Sheng-Yuan Investment Co., Ltd.: HOU, Bo-Yi
Representative of Bo-Chih Investment Co., Ltd.: HOU, Bo-Yi	Sibling	-
T.H. Wu Foundation	12,260,660	1.79%	-	-	0	0%	None	None	-
Long-Yi-Chang Sand & Stone Co., Ltd.	9,956,556	1.45%	-	-	0	0%	None	None	-

2.9 The Syndicated Shareholding in any Investee of the Company; Directors, Managers of the Company; and Investees under Direct or Indirect Control of the Company

Investment business (Note)	Shareholding of the Company		Shareholding of directors, managers or investees under direct or indirect control		Syndicated Shareholdings
	Shares	Percentage	Shares	Percentage	Shares	Percentage
UCC Investment Co., Ltd.	82,875,000	100.00	-	-	82,875,000	100.00
Kaohsiung Pier Transportation Co., Ltd.	7,560,000	100.00	-	-	7,560,000	100.00
Universal Ready-mixed Concrete Industry Co., Ltd.	7,698,963	58.18	260,892	1.97	7,959,855	60.15
Chiayi Ready-mixed Concrete Industry Co., Ltd.	6,583,874	86.63	1,056	0.01	6,584,930	86.64
Tainan Ready-mixed Concrete Industry Co., Ltd.	2,023,624	67.45	10,000	0.33	2,033,624	67.78
Lio-Ho Machine Works Ltd.	89,581,468	29.86	1,680	-	89,583,148	29.86
Huan-Chung International Co., Ltd.	6,999,333	69.99	667	0.01	7,000,000	70.00
Uneo Inc.	11,000,000	100.00	-	-	11,000,000	100.00
Li-Yong Development Co., Ltd.	2,000,000	100.00	-	-	2,000,000	100.00
Bao Horng Cement Corp.	-	-	2,557,648	26.92	2,557,648	26.92

Note: Investments made by the Company with the equity method

III. Capital and Share

3.1 Capital and Share

3.1.1 Source of Capital (Unit: NT$)

Month/Year	Issued Price	Authorized Capital		Paid-in Capital		Remark
		Number of Share	Amount	Number of Share	Amount	Source of Capital	Shares acquired by non-cash assets
Aug., 2024	10	686,681,816	6,866,818,160	686,681,816	6,866,818,160	Undistributed earnings (Note)	None

Note: Jing-Shou-Shang Order No. 11330137320

Category of Share	Authorized Share			Remark
	Outstanding Share	Unissued Share	Total
Common Share	686,681,816 shares	313,318,184 shares	1,000,000,000 shares	Jing-Shou-Shang Order No.11330137320

Information on the shelf registration system: None.

3.1.2 List of Major Shareholders (Mar. 28, 2025)

Name of Major Shareholder	Share held	Ratio
Sheng-Yuan Investment Co., Ltd.	70,895,594	10.32%
Yu-Sheng Investment Co., Ltd.	70,653,357	10.29%
HOU, Bo-Yi	54,494,358	7.94%
HSBC custodian Pictet investment accounts	33,459,495	4.87%
Bo-Chih Investment Co., Ltd.	29,304,681	4.27%
HOU SU, Ching-Chieh	23,526,857	3.43%
Standard Chartered custodian DBS Bank 0600049662	21,244,477	3.09%
HOU, Bo-Yu	18,984,875	2.76%
T.H. Wu Foundation	12,260,660	1.79%
Long-Yi-Chang Sand & Stone Co., Ltd.	9,956,556	1.45%

3.1.3 Dividend Policy and Implementation thereof

1. Dividend Policy of the Company

For fiscal year where a profit is recognized in final report of the Company, the Company shall fulfill its tax liability according to applicable law, cover loss from previous fiscal year and set aside 10% of the profit as legal reserve. In case where accumulated legal reserve has reached paid-in capital, the Company may cease setting aside such legal reserve and only set aside reserve as per other applicable regulation or set aside the special reserve. Further surplus, if any, shall be incorporated with accumulated reserve which is yet distributed and proposed by the Board as Proposition of Distribution of Reserve and submitted to AGM for adoption. The ratio of distribution shall be,

A. Bonus for Employee: No less than 1%.

B. Bonus for Directors: No more than 3%.

C. Dividend for common share shall be decided by the remainder after appropriation of amount stipulated in clause A and B and proposed by the Board as proposition of distribution of reserve and submitted to AGM for adoption.

The Company is currently located at a steady cycle of growth whereas the high technology industry is located at the developing cycle. In consideration of the Company's future demand of funds and long-term financial planning, the dividend shall all be distributed in cash. The Company may decide to distribute the reserve in both cash and stock for fiscal year during which the demand for fund is considered whereas stock dividend shall not exceed 50% of total dividend and cash dividend shall account for no less than 50% of profit of the year.

AGM may adopt to adjust distribution ratio stipulate above by considering the profitability and demand for funds of the Company.

2. Implementation

Year	Form of Dividend	Cash Dividend per Share	Stock Dividend per Share (Cash equivalent)
2019		1.0	0
2020		1.1	0
2021		1.0	0
2022		1.5	0.3
2023		1.8	0.2
2024	To be adopted by AGM

Dividend for year of 2023 has been distributed on Aug. 21, 2024. Dividend for year of 2024 shall be adopted by 2025 AGM. The record date shall be decided after the adoption of proposal.

The proposition of distribution of reserve for 2024 is as follow:

Item	Amount
Unappropriated Retained Earnings of Previous Years	6,542,530,708
Plus: Disposal of equity instrument at FVOCI	17,242,108
Plus: Net Profit of 2024 after tax	1,482,287,310
Minus: Setting aside of legal reserve	(149,952,942)
Earnings available for distribution	7,892,107,184
Distribution of :
Dividend (NT$ 1.7 in cash per share)	1,167,359,087
Unappropriated Retained Earnings for year ended in 2024	6,724,748,097

3.1.4 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted in recent AGM

Not applicable.

3.1.5 Compensation of employees and directors

The percentages or ranges with respect to employee and director compensation, as set forth in the Company's articles of incorporation:

The Company shall set aside no less than 1% of profit, if any, as compensation for employee in the year where the Company reports profit. The Board may resolve to distribute in cash or stock and may apply to employee of subordinating company. The Board may resolve to set aside no more than 3% as compensation for Directors and may only distribute in cash. Proposition of distribution of compensation for both employee and directors shall be submitted to AGM for report.

If the Company still recognize accumulated loss, compensation for loss shall be appropriated before setting aside of compensation for employee and directors.

The basis for estimating the amount of employee and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

Any difference between the estimate and the actual distribution of compensation for employee and directors, bonus in stock for the year of 2024 shall be regarded as changes in accounting estimates and be treated as profit or loss of 2025.

Information on any approval by the Board of distribution of compensation:

The amount of any employee compensation distributed in cash or stocks and compensation for directors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment is disclosed as follow:

The Board has resolved on Mar. 10, 2025 to distribute compensation of NT$ 53,000,000 in cash for employee and NT$ 49,000,000 for directors. The amount matches the estimate recognized for year of 2024.

The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: Not applicable as the employee compensation will be distributed in cash.

The actual distribution of employee and director compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee and director compensation, additionally the discrepancy, cause, and how it is treated -No difference identified.

Item	Compensation for year of 2023
	Amount Distributed	Amount Estimated	Difference
Compensation for Employee	42,971,328	42,971,328	0
Compensation for Directors	42,971,328	42,971,328	0

3.1.6 Status of Buy-back of Treasury Stock: None.

3.2 Information on the Company's Issuance of Corporate Bonds None.

3.3 Information on the Company's Issuance of Preferred Shares None.

3.4 Information on the Company's Issuance of Global Depository Receipts None.

3.5 Information on Employee Stock Options and New Restricted Employee Shares None.

3.6 Information on new shares issuance in connection with mergers or acquisitions None.

3.7 Implementation of the Company's capital allocation plans Not applicable as the Company did not offer or issue securities by shelf registration.

IV. Operational Highlights

4.1 Business

4.1.1 Business Scope

A. Main areas of business operations

a. Manufacturing, sales and transportation of Cement.
b. Manufacturing, sales and transportation of Ready-mixed concrete (RMC).
c. Manufacturing and distribution of fire-resistant material.
d. Indoor light steel framing.
e. Retail of Building Materials.
f. Manufacturing and sales of other non-metallic mineral products.
g. Manufacturing and sales of electronic components.
h. Wholesale of electronic materials.
i. Manufacturing and sales of Computer and peripheral equipment.
j. Waste disposal industry.

B. Distribution of Revenue among products sectors

Cement	RMC	Gypsum board
22%	64%	14%

C. Main products

a. Cement.
b. RMC.
c. Gypsum board.
d. Other building materials.
e. Hair-thin pressure-sensing electronic technology products.

D. New products development

a. Various innovative performance building materials.
b. New type of pressure sensor.

5.1.2 Industry Overview

A. Status and Future Development

The cement, ready-mixed concrete and gypsum boards produced by the Company are basic building materials and the Company is one of the suppliers of main raw material in Taiwan's construction industry. In recent years, the government promotes Forward-looking Infrastructure Development Program to drive public projects; and enterprises actively invest in new factories and offices. The overall demand for the industry is on the increase.

Our important subsidiary company, Uneo Inc., leading role of pressure sensor technology in Taiwan, Uneo's major products are flexible electronic pressure sensors, pressure sensor modules, and flexible microelectromechanical pressure sensing instruments. The applications and products are widely used in such as industrial inspection, smart healthcare, smart retail, and consumer electronics.

B. Illustration of the supply chain of the industry

The cement, concrete and gypsum boards produced by the Company are basic building materials, and the industry chain relationship is illustrated as below:

C. Product Development Trends and Competitions

In recent years, the government has developed forward-looking plans to drive public projects and enterprises have actively invested in new factories and offices. The market has strong demand for the Company's products. The Company has provided good quality and service to customers for a long time, and the competition among the peers in the industry is expected to remain reasonable and stable. The Company's gypsum board products have obtained the healthy and recycling green building materials label, which is advantageous for sales and promotion.

5.1.3 Research and Development

A. Continue to expand the application of gypsum board and develop gypsum board systems for rooftop and cladding system.

B. Introduce Japanese exterior wall systems to the domestic market and combine it with the Company's products, continuing to develop new exterior wall systems and optimize performance and hence extend the Company's gypsum board application from indoor to outdoor for the product’s progress and diversity.

C. Continue to improve the performance of the Company’s products in terms of moisture resistance, fire-resistant, heat insulation, sound insulation, convenience in construction and recycling to consolidate the Company’s industry leading position.

D. Develop various ready-mixed concrete formula and implement standard production processes in response to different customer needs.

E. The R&D expenditures and budget of the parent company and subsidiaries under the consolidated financial report for 2023 to 2025 are as follow:

Year	2023	2024	2025(Budget)
R&D Expenditure( NT$ thousands)	72,623	71,824	65,844
Ration to revenue	0.9%	0.9%	1.1%

Note: expenditure for 2023 and 2024 are audited by CPA.

5.1.4 Long-term and Short-term Development

A. Short-term Development Plan

a. Cement: Strike the balance between production and sale, manage the production cost, and create profit stably.
b. RMC & Gypsum Board: Increase production capacity, control costs, and increase sales.
c. Pressure Sensor: Quickly establish a strong presence in new markets and enhance product competitiveness.

B. Long-term Development Plan

a. Cement: Optimize the structure of the sale and enhance profitability.
b. RMC: Coordinate production capacity and supply network to increase market share.
c. Gypsum Board: Continue to promote the advantages of gypsum boards such as fire resistance, earthquake resistance, heat insulation, sound insulation, stability, easy construction, recycling, environmental friendliness and non-toxicity for the diverse applications of gypsum boards.
d. Pressure Sensor: Secured new agency partnerships, developed strategic alliances, expanded into overseas markets, and provided comprehensive product solutions for target markets.

4.2 Market and Sales Overview

4.2.1 Market Analysis

A. Sales (Service) Region of Major Products

a. Cement: Sales area is mainly at the southern Taiwan to Taichung.
b. RMC: Sales area in Taiwan covers Hsinchu, Taichung, Tainan, Kaohsiung and Pingtung.
c. Gypsum Board: Sales area of gypsum boards is mainly domestic with partial exported.
d. Pressure Sensor: The key marketing areas to focus on are Asia, Europe and the United States.

e. Market Share of Major Products

Cement	Gypsum board
3%	94%
RMC
---	---
Tainan	Kaohsiung
20%	19%

B. Future Growth of Major Products

In recent years, the government has promoted Forward-looking Infrastructure Development Program to drive public projects, and enterprises have actively invested in new factories and offices. The market has strong demand for the Company's products. The Company has been offering good quality and service for a long time, and actively improving product performance. The future market share is expected to maintain stable growth.

Under the trend of developing eHealth, checkout-free supermarkets and Industry 4.0, pressure-sensing film-related products will be the main innovation driving force for the group's rapid growth in the future.

C. Future Growth of Major Products

D. Competitive Niche

The quality of the Company's products has been highly recognized by customers and has

established a good brand image and reputation in the market. The Company is the sole domestic gypsum board manufacturer with more than 90% of market share national-wide. The Company's cement and ready-mixed concrete are local brands in the south and are widely designated by customers. Uneo Inc.'s pressure sensing film technology has been recognized by global market, and Uneo Inc. has cooperated with world well-known customers from various industries.

Favorable and Unfavorable Factors for Industry Development and Countermeasures for Unfavorable Factors

Favorable Factors for Industry:

a. Due to the frequent occurrence of earthquakes, the trend of disaster prevention urban renewal is clear. The government will speed up the urban renewal review system, which will help shorten the time period and energize civil engineering.

b. In recent years, the government has promoted Forward-looking Infrastructure Development Program to drive public projects, and enterprises have actively invested in new factories and offices, and there is a strong demand for basic building materials.

c. The Company has insisted on maintaining good product quality and service for a long time, and actively improves product performance and obtains green building material certification, which has been deeply recognized by customers.

Unfavorable Factors for Industry:

a. Since the government's energy policy is aiming for natural gas and wind power generation in place of coal-fired power generation, it is getting more challenging to obtain synthetic gypsum, major raw material, domestically. Also, the rise of electricity expense increases the production costs.

b. The dumping of low-priced gypsum boards has made the gypsum board market competitive.

c. Operating costs of keep factors such as sand and gravel, transportation, and wages are rising year by year.

Countermeasures for Unfavorable Factors:

a. Manufacture with efficient in off-peak hours for lower electricity expenses, increase the usage of cheaper coal, keep up with raw material cost fluctuations, and implement cost management. Proactively implement cost management policies by leveraging the benefit of off-peak electricity tariff when conducting production planning and keep sensitive to the fluctuation of cost of raw material.

b. Actively implement cost management to ensure market competitive advantages.

c. Encourage employees to develop diverse skill, and perform job rotations in a timely and appropriate manner to deploy human resources flexibly.

4.2.2 Production Procedures of Main Products

A. Major Products and Their Main Uses

a. Cement, RMC and Gypsum Board: For construction projects.

b. Pressure Sensor: Apply to industrial inspection, smart healthcare, smart retail, and consumer electronics.

B. Major Products and Their Production Processes

a. The Company's cement production process

b. The Company's gypsum board production process

c. The Company's ready-mixed concrete production process

4.2.3 Supply Status of Main Materials

| Materials
Item | Clinker | Gravel | Desulfurization
Gypsum | Raw paper |
| --- | --- | --- | --- | --- |
| Monthly requirement (tons) | 29,000 | 130,000 | 10,500 | 380 |
| Safety stock (days) | 30 | 30 | 60 | 60 |

4.2.4 Major Suppliers and Clients

A. Major Suppliers, in recent 2 fiscal years (Unit: NT$ thousands)

Item	2023				2024				As of Mar. 31,2025 (Note)
	Company Name	Amount	Percent	Relation with Issuer	Company Name	Amount	Percent	Relation with Issuer	Company Name	Amount	Percent	Relation with Issuer
1	The Taiwan Cement Corporation	2,285,288	44%	-	The Taiwan Cement Corporation	1,988,920	40%	-	-	-	-	-
	Others	2,900,360	56%	-	Others	3,015,456	60%	-	-	-	-	-
	Net Purchase	5,185,648	100%	-	Net Purchase	5,004,376	100%	-	-	-	-	-

Note: As of the publication date, the consolidated financial information as of Mar. 31, 2025 has not been reviewed by accountant.

B. Major Clients, in recent 2 fiscal years (Unit: NT$ thousands)

Item	2023				2024				As of Mar. 31,2025 (Note)
	Company Name	Amount	Percent	Relation with Issuer	Company Name	Amount	Percent	Relation with Issuer	Company Name	Amount	Percent	Relation with Issuer
1	Hung Hsin Building Materials Co.,Ltd	703,039	9%	-	Hung Hsin Building Materials Co.,Ltd	664,122	8%	-	-	-	-	-
	Others	7,099,323	91%	-	Others	7,289,612	92%	-	-	-	-	-
	Net Sales	7,802,362	100%	-	Net Sales	7,953,734	100%	-	-	-	-	-

Note: As of the publication date, the consolidated financial information as of March 31, 2025 has not been reviewed by accountant.

4.3 The number of employees employed, their average years of service, average age, and education levels, in recent fiscal year as of the Publication Date

Duration			2023	2024	As of Apr. 31, 2025
Number of Employee		Total	473	493	496
Age in Average			42.05	43.30	43.15
Seniority in Average			10.38	10.09	9.98
Education level	Ph. D		0.63%	0.62%	0.61%
	Master		9.73%	10.14%	9.94%
	Bachelor		59.62%	60.24%	59.84%
	High School		27.91%	26.37%	26.98%
	Below		2.11%	2.63%	2.63%

4.4 Environmental Expenditure

The loss (including compensation) and penalty resulted from environmental pollution, in recent fiscal year as of the publication date:

Unit	Description of Violation	Date of Sanction	Reference of Sanction Order	Regulation Violated	Sanction	Countermeasures and estimated amount for fine in the future
Alian Cement Plant	A malfunction in the valve controller of the cement grinding equipment caused cement to disperse into the air.	2024.6.4	Kaohsiung City Environmental Protection Bureau Kong-zi No. 11334252100	Sec. 1, Article 23 of Air Pollution Control Act.	Fine of NT$ 225,000. Mandatory participation to environmental seminar-2hrs	Improved as advised.
Xiaogang RMC plant	Powder material dispersed into the air through a maintenance hatch.	2024.11.29	20-113-110057	Sub-sec. 1, Sec. 1, Art. 32 of Air Pollution Control Act.	Fine of NT$ 150,000. Mandatory participation to environmental seminar-2hrs	Improved as advised.
Chaozhou RMC plant	Wastewater leaked and flowed into the domestic sewage discharge pipeline.	2024.8.28	30-113-080017	Sec. 1, Article 28 of Water Pollution Control Act	Fine of NT$ 68,250. Mandatory participation to environmental seminar-2hrs	Improved as advised.

4.5 Labor Relations

4.5.1 Illustration various measures of employee benefit, advanced studies, training and retirement and its implementation

Employee Benefit:
The Company has established Employee’s Welfare Committee pursuant to official confirmation by Taipei City Government in 1969. The goal of the committee is to make sure the implementation of various benefits of the employee, including subsidy to the tuition of employee’s children, gift money for festivals, monthly birthday party, and company tour.
Advanced Studies:
The Company encourages employee to take on-job study degree program and provide loans of tuition for employees and their children.
Training:
Training for new employee,
In order to enhance the understanding of the job description and the environment, the Company has implemented necessary training on new employee.
On-job Training,
The Company provides ad hoc on-job training hosted in-house or by external institution in order to enhance the employee’s knowledge required by his/her position.
Retirement:
The Company currently has no employees covered by the Labor Standards Act. Pension system.
Since the Labor Pension Act came into effect on July 1st, 2005, our company has been allocating 6% of the insured salary to the employee's personal pension account established by the Bureau of Labor Insurance on a monthly basis to fully protect the rights and interests of employees.
Other important agreement:
The employment agreement between the employee and the Company has followed the principle stipulated by Labor Standards Act and supplemented by Working Guideline of the Company.

4.5.2 Losses suffered due to labor disputes in recent fiscal year as of the publication date: None.

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4.6 Cyber Security Management

4.6.1 Describe the cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management.

Cyber Security Risk Framework

On Nov. 9, 2022, the Board passed a resolution and announced the establishment of a Chief Information Security Officer (CISO) and a dedicated information security team. The team includes a CISO and a dedicated information security personnel responsible for promoting, coordinating, and supervising the Company's cyber security management affairs. A "Cyber Security Management Committee" was also established to hold regular meetings every month to review policies and goals, effectively communicate with employees, and raise awareness of their importance. The committee will regularly report on the implementation of cyber security management to the Board at least once a year.

Cyber Security Policy

This policy applies to Universal Cement Corporation, its subsidiaries, and other group companies that are under its substantial control (hereinafter referred to as "the organization"). The scope includes the organization's employees and vendors who have access to internal information. The purpose of this policy is to provide guidelines for cyber security and to ensure that all employees and vendors adhere to them in order to facilitate the smooth operation of business processes and ensure that information and communication systems are properly protected.

(1) Definition of Terms:

A. Information and communication system: That refers to the system to be used to collect, control, transmit, store, circulate, delete information or to make other processing, using and sharing of such information.

B. Information and communication service: That refers to the service to be used to collect, control, transmit, store, circulate, delete information or to make other processing, use and sharing of such information.

C. Cyber security: That refers to such effort to prevent information and communication system or information from being unauthorized access, use, control, disclosure, damage, alteration, destruction or other infringement to assure the confidentiality, integrity and availability of information and system.

D. Confidentiality: It ensures that only authorized personnel can use the information.

E. Integrity: It ensures that the information used is correct and has not been doctored.

F. Availability: It ensures that authorized personnel have access to the required information.

(2) Cyber Security Policy Objectives

A. Take appropriate protection and preventive measures for organization’s sensitive data to reduce the risk of cyber security incidents.

B. Reduce the impact of cyber security incidents such as damage, theft, leakage, tampering, abuse, and infringement.

C. Continuously improve the confidentiality, integrity, and availability of the organization’s cyber security operations.

(3) Cyber Security Management Policy

A. When a cyber security incident happens, it can be timely informed, dealt with and restored within the specified time. The information system structure will gradually establish a high-availability backup and off-site data backup mechanism according to its risk level to ensure uninterrupted services. It will also strengthen system recovery drills to ensure that the system recovery time meets the expectation.

B. In response to changes in the cyber security threat, cyber security education and training will be conducted to boost the staff’s awareness of cyber security. Most of the cyber security incidents come from the negligence and lack of cyber security

awareness of staff. Thus, regular cyber security publicity and education training is necessary.

C. Please do not open emails from unknown sources or unidentifiable senders. Regular email social engineering drills will be conducted every year. Colleagues who open such emails or links by mistake will receive further training and records of the training will be recorded for future reference.

D. We aim to enhance the level and mechanism of cyber security equipment, improve defense capabilities, and prevent virus or intrusion and extortion events. At the event of a cyber security incident, the relevant unit should be notified immediately to reduce subsequent losses caused by the cyber security incident.

E. Be alert to security bugs notices, patch high-risk bugs in real time, and regularly assess and handle security bugs repairs for equipment, system components, database systems, and software.

Specific Management Plan

To achieve our cyber security policy and objectives while establishing comprehensive cybersecurity protection, we will implement the following management tasks and specific plans:

Network Environment Security: Enhance control over network zones, improve endpoint antivirus and anti-hacking measures, and strengthen internet protection.
Data Protection and Access Control Management: Improve application security control mechanisms, manage documents and data effectively, ensure robust tracking, and execute vulnerability remediation operations.
Joining Collaborative Defense Organizations: In July 2023, we became a member of the "Taiwan Computer Emergency Response Team/Coordination Center (TWCERT/CC)." This organization offers valuable resources, including information sharing, incident reporting, and response support, which significantly bolster our company's cybersecurity protection capabilities.
Education, Training, and Awareness Promotion: Enhance the awareness of our staff regarding email social engineering attacks, and conduct regular drills to improve their identification skills and overall cybersecurity awareness.

Resources Invested in Cyber Security Management

Cyber security has become a critical aspect of the company’s operations. The following outlines our cyber security management tasks and the associated resource investment plans:

Cyber Security Management Meetings: Regular reviews of policies and objectives are conducted to effectively communicate their importance to employees.
Implementation Status: In 2024, a total of 12 cyber security management meetings were held.
Education and Training: New employees are required to complete cyber security education and training courses upon their arrival, while existing staff must complete online cyber security training.
Implementation Status: In 2024, a total of 495 participants attended the cyber security training, achieving a completion rate of 100%.
Email Social Engineering Drills: An annual phishing email test is conducted as part of our social engineering exercise.
Implementation Status: In 2024, the results of the drill revealed that 1.9% of individuals were categorized as at-risk (Puished). We will enhance awareness and promote proper cybersecurity practices among those identified as at risk.

4.6.2 List any losses suffered by the Company in recent fiscal year as of the publication date, due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken: None.

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4.7 Important Contract

Type	Contracting Party	Contracting Period	Description	Restriction Clause
Leasing Agreement	Feng-Li Enterprise Co. Ltd.	2022.9.1~2029.8.31	Rent for Fengshan RMC Plant	None
Leasing Agreement	International Textile Co. Ltd.	2024.10.11~2025.10.10	Rent for Yongkang RMC Plant	None
Leasing Agreement	Tainan RMC Industry Co., Ltd.	2025.1.1~2025.12.31	Rent for Tainan RMC Plant	None
Leasing Agreement	Universal Real Estate Development Company	2024.8.1~2025.7.31	Leasing of office space in San-Lien Building	None
Leasing Agreement	Global Town Business Center Co. Ltd.	2019.4.1~2029.6.31	Leasing of office space in San-Lien Building	None
Leasing Agreement	Tainan RMC Industry Co., Ltd.	2024.12.1 ~2025.11.30	Rent for Madou RMC Plant	None

V. Review of Financial Status, Financial Performance, and Risk Management

5.1 Analysis of Financial Status

Unit: NT$ thousands

| Year
Item | 2024 | 2023 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | % |
| Current Assets | 7,179,390 | 6,836,434 | 342,956 | 5 |
| Property, plant
and equipment | 7,415,784 | 7,342,196 | 73,588 | 1 |
| Intangible assets | 8,531 | 10,648 | (2,117) | (20) |
| Other Assets | 15,023,801 | 14,000,282 | 1,023,519 | 7 |
| Total Assets | 29,627,506 | 28,189,560 | 1,437,946 | 5 |
| Current Liabilities | 3,799,190 | 4,078,849 | (279,659) | (7) |
| Long-term Liabilities | 1,372,753 | 1,432,577 | (59,824) | (4) |
| Total Liabilities | 5,171,943 | 5,511,426 | (339,483) | (6) |
| Paid-in capital | 6,866,818 | 6,732,175 | 134,643 | 2 |
| Capital surplus | 122,786 | 123,719 | (933) | (1) |
| Retained Earnings | 14,358,831 | 14,205,736 | 153,095 | 1 |
| Other equity | 2,308,321 | 807,552 | 1,500,769 | 186 |
| Equity attributed to
owners of the parent
company | 23,656,756 | 21,869,182 | 1,787,574 | 8 |
| Non-control equity | 798,807 | 808,952 | (10,145) | (1) |
| Total Stockholders' Equity | 24,455,563 | 22,678,134 | 1,777,429 | 8 |
| Analysis of deviation over 20%:
(1) Intangible assets: Mainly due to the increase in accumulated amortization.
(2) Other equity: Mainly due to the increase in unrealized gain on investments in equity instruments at fair value through other comprehensive income. | | | | |

5.2 Analysis of Financial Performance

Unit: NT$ thousands

| Year
Item | 2024 | 2023 | Difference | % |
| --- | --- | --- | --- | --- |
| Operating Revenue | 7,953,734 | 7,802,362 | 151,372 | 2 |
| Cost of Sales | 6,355,678 | 6,260,222 | 95,456 | 2 |
| Gross Profit | 1,598,056 | 1,542,140 | 55,916 | 4 |
| Operating Expenses | 540,595 | 567,729 | (27,134) | (5) |
| Profit from operations | 1,057,461 | 974,411 | 83,050 | 9 |
| Non-operating Income and expenses | 749,635 | 1,608,181 | (858,546) | (53) |
| Income Before Tax | 1,807,096 | 2,582,592 | (775,496) | (30) |
| Income tax expenses | 276,758 | 235,340 | 41,418 | 18 |
| Net profit | 1,530,338 | 2,347,252 | (816,914) | (35) |
| Other comprehensive income | 1,518,216 | (176,326) | 1,694,542 | (961) |
| Total comprehensive income for the year | 3,048,554 | 2,170,926 | 877,628 | 40 |
| Net profit attributable to owners of the Company | 1,482,287 | 2,107,758 | (625,471) | (30) |
| Net profit attributable to non-controlling interests | 48,051 | 239,494 | (191,443) | (80) |
| Total comprehensive income attributable to owners of the Company | 3,000,298 | 1,931,472 | 1,068,826 | 55 |
| Total comprehensive income attributable to non-controlling interests | 48,256 | 239,454 | (191,198) | (80) |
| Earnings per share | 2.16 | 3.07 | (0.91) | (30) |
| 1. Analysis of deviation over 20%:
(1) Non-operating Income and expenses, Income before Tax, Net profit, Net profit attributable to owners of the Company, Earnings per share: Mainly due to the decrease in gain on disposal of property, plant and equipment and share of profit or loss of associates accounted for using the equity method.
(2) Net profit attributable to non-controlling interests, Total comprehensive income attributable to non-controlling interests: Mainly due to the decrease in net profit of the subsidiaries.
(3) Other comprehensive income, Total comprehensive income for the year, Total comprehensive income attributable to owners of the Company: Mainly due to the increase in unrealized gain on financial assets at FVTOCI and exchange differences on translating the financial statements of foreign operations.
2. Expected sales volume in next one year and the reason for such expectation. The impact of such expectation on the Company’s financial situation and operational performances, and the Company’s plan: Please refer to the “Letter to Shareholders”. | | | | |

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5.3 Analysis of Cash Flow

5.3.1 Cash Flow Analysis

Cash and Cash Equivalents, Beginning of Year	Net Cash Flow from Operating Activities	Cash Outflow	Cash Surplus (Deficit)	Leverage of Cash Deficit
				Investment Plans	Financing Plans
$ 1,418,310	1,909,726	1,751,437	1,576,599	-	-
Analysis of change in cash flow in recent fiscal year:
1. Operating activities : Mainly due to the profit from business operations.
2. Investing activities : Mainly due to the purchase of property, plant and equipment.
3. Financing activities : Mainly due to the dividend distribution by cash and repayment of long-term loans.

5.3.2 Remedy for Cash Deficit and Liquidity Analysis

| Year
Item | 2024.12.31 | 2023.12.31 | Variance (%) |
| --- | --- | --- | --- |
| Cash Flow Ratio (%) | 50.26 | 37.97 | 32.37 |
| Cash Flow Adequacy Ratio (%) | 126.66 | 115.87 | 9.31 |
| Cash Reinvestment Ratio (%) | 2.36 | 2.02 | 16.83 |
| Increase in cash flow ratio, cash flow adequacy ratio and cash reinvestment ratio: Mainly due to the increase in net cash generated from operating activities. | | | |

5.3.3 Cash Flow Analysis for the Coming Year

Estimated Cash and Cash Equivalents, Beginning of Year (1)	Estimated Net Cash Flow from Operating Activities (2)	Estimated Cash Outflow (Inflow) (3)	Cash Surplus (Deficit) (1)+(2)-(3)	Leverage of Cash Surplus (Deficit)
				Investment Plans	Financing Plans
$ 1,576,599	1,299,603	1,438,223	1,437,979	-	-
1. Operating activities : Mainly due to the profit from business operations.
2. Investing activities : Mainly due to the purchase of property, plant and equipment.
3. Financing activities : Mainly due to the dividend distribution by cash.

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5.4 The Effect upon Financial Operations of any Major Capital Expenditures in Recent Fiscal Year

The equipment upgrade of the Company and its subsidiaries have little impact on finances.

5.5 Investment Policy, Main Causes for Profits or Losses, Improvement Plans and Investment Plans in Recent Fiscal Year

Investment analysis (Unit: NT$ thousands)

| Item | Remarks
Amount (Note) | Policies | Causes for Profits or Losses | Improvement Plans |
| --- | --- | --- | --- | --- |
| Lio-Ho Machine Works Ltd. | 11,347,598 | Expansion of investment in industry other than the Company | The share of profits of the associate was 475,018 thousand, and the cash dividends was 447,916 thousand in 2024. | - |
| Grand Bills Finance Corporation | 579,913 | Expansion of investment in industry other than the Company | The unrealized gain of the financial assets at fair value through other comprehensive income was 31,240 thousand, and the cash dividends was 22,000 thousand in 2024. | - |
| Universal Real Estate Development Company | 651,934 | Expansion of investment in industry other than the Company | The unrealized gain of the financial assets at fair value through other comprehensive income was 53,706 thousand, and the cash dividends was 27,350 thousand in 2024. | - |
| Creative Sensor Inc. | 1,010,767 | Expansion of investment in industry other than the Company | The gain of mandatory financial assets at fair value through profit was 4,385 thousand, the unrealized gain of the financial assets at fair value through other comprehensive income was 432,080 thousand, and the cash dividends was 24,196 thousand in 2024. | - |
| CTBC Financial Holding Co., Ltd. | 1,114,600 | Expansion of investment in industry other than the Company | The unrealized gain of the financial assets at fair value through other comprehensive income was 306,389 thousand, and the cash dividends was 51,313 thousand in 2024. | - |
| CHC Resources Corporation | 1,142,059 | Expansion of investment in industry other than the Company | The unrealized gain of the financial assets at fair value through other comprehensive income was 161,692 thousand, and the cash dividends was 51,061 thousand in 2024. | - |
| Prince Housing & Development Corp. | 850,728 | Expansion of investment in industry other than the Company | The unrealized loss of the financial assets at fair value through other comprehensive income was 11,468 thousand, and the cash dividends was 29,879 thousand in 2024. | - |
| Bao Horng Cement Corp. | 59,663 | Expansion of investment in industry other than the company | The share of profits of the associate was 838 thousand in 2024. | - |

Note: As of December 31, 2024, the investment amount exceeded 5% of the paid-in capital.

Investment Plans for the Coming Year: None.

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5.6 Risk Assessment

Following aspects in recent fiscal year as of the publication date has been assessed and evaluated:

5.6.1 The effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future

Fluctuation of interest rate: Impact due to fluctuation of interest rate is extremely limited.

Measures to be taken in the future: Will adjust portfolio according to future demand for funds.

Fluctuation of exchange rate: Impact due to fluctuation of exchange rate is extremely limited.

Measures to be taken in the future: The Company shall keep close look on the impact of fluctuation of exchange rate on the Company.

Inflation rate: Impact due to inflation is extremely limited.

Measures to be taken in the future: The Company shall keep close look on the impact of fluctuation of inflation on the Company.

5.6.2 The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future

The Company and its subsidiaries have not engaged in transactions involving high risk, high leveraged and derivative products.
The only loaning of funds made by the Company was made to the subsidiaries as the operation capital and has been approved and processed according to "Regulations Governing Loaning of Funds" of the Company. The highest balance in the year reported is NT$ 1,500 million; whereas the balance by the end of the year is NT$ 1,200 million and the actual credit utilized is NT$ 0 million.
The Company has endorsed to other companies pursuant to "Regulations Governing Making of Endorsements/Guarantees" of the Company in year of 2024. The highest credit the Company endorsed/guaranteed is NT$ 520 million; whereas the actual credit utilized amounted to NT$ 100 million.

Measures to be taken in the future: Enhanced management controls for internal control and internal auditing.

5.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work

Enhance the performance of cement, concrete, and gypsum board products.
Evaluate alternative raw materials for recycling to reduce product carbon footprint.

Develop building material systems such as fireproof coatings, bathroom moisture resistance, exterior walls, and roofs to shorten customer construction time and provide customers with diversified choices.

5.6.4 Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response

The Company has revised relevant internal regulations and system by incorporating various guidelines published by Financial Supervisory Commission.

Measures to be taken: The Company will continue its evaluation of the impact on financial status and performance among various fiscal period and adjust accordingly.

5.6.5 Effect on the Company's financial operations of developments in science and technology (including Cybersecurity risk) as well as industrial change, and measures to be taken in response

The Company's main business is the manufacture and sale of building materials. With the advancement of information technology, the Company introduces new technologies to achieve production automation and management digitization to improve operating efficiency. However, the risk of hacker threats is also increasing, but the core business of the Company is still no major adverse effects.

Measures to be taken: Strengthen corporate information security awareness and related management actions.

5.6.6 Effect on the Company's crisis management of changes in the Company's corporate image, and measures to be taken in response

The Company has always maintained a positive corporate image.

Measures to be taken: The Company will increase its contribution by fulfilling its corporate social responsibility and enhance its capability to respond to public crisis.

5.6.7 Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken

The Company currently has no merger or acquisition plans.

Measures to be taken: Strengthen research on relevant laws and regulations regarding mergers and acq.

5.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken

The Company currently has no plans for expanding its plant.

Measures to be taken: Enhance the analysis of the benefits related to expanding the plant to address potential future needs.

5.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken

In addition to slightly higher portion of purchasing from Taiwan Cement

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Corporation, the procurement from other sources remains low and mostly belongs to raw material needed for the production. This has remain for years and should be considered to be reasonable. No concentration of sales on particular account is identified. Therefore, no risk due to concentration of sales and purchases is considered.

Measures to be taken: Diversified the source of procurement and targets of sales to avoid risk due to concentration.

5.6.10 Effect upon and risk to the Company in the event a major quantity of shares belonging to a director or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken

The directors and major shareholders have not transferred share in significantly large in scale and this helps maintain the stability of the operation of the Company.

Measures to be taken: To continue collection of information.

5.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken

The holding of major shareholders of the Company remained stable and no material change or risk to the Company is considered.

Measures to be taken: To continue collection of information.

5.6.12 Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that: (1) involve the Company and/or director, the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the Company; and (2) have been concluded by means of a final and unappeasable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the Company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the publication date: None.

5.6.13 Other important risks, and mitigation measures being or to be taken: None.

5.7 Other Important Matters

None.

VI. Special items to be included

6.1 Information Related to the Company's Affiliates
6.1.1 Consolidated Business Reports Covering Affiliated Enterprises
1. Organization Chart for the Company and its affiliated enterprises.

Profile of Affiliated Enterprises (Unit: NT$ thousands)

Name of Enterprise	Date of Establishment	Address	Paid-in Capital	Main item of Operation or Manufacturing.
Chiayi RMC Industry Co., Ltd.	1982.9.14	No.2, Zhong-xing Rd., Jia-tai Industrial Zone, Taibao City, Chiayi County	76,000	Production and sales of ready-mixed concrete.
UCC Investment Co., Ltd.	1989.11.20	10F., No.125, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City	828,750	General investment
Huan-Chung International Co., Ltd.	1991.1.28	10F., No.125, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City	100,000	Sales, import and export of cement, cement clinker, fuel, and cement products.
Kaohsiung Pier Transportation Co., Ltd.	1967.3.31	No. 328, Gangshan 1^{st} St., Alian Dist., Kaohsiung City.	75,600	Transportation by truck
Uneo Inc.	2013.1.11	10F., No.125, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City	110,000	Sales of electronic parts
Universal RMC Industry Co., Ltd.	1975.11.28	No. 665, Sec. 1, Zhongshan Rd., Wuri Dist., Taichung City	132,329	Production and sales of ready-mixed concrete.
Li-Yong Development Co., Ltd.	2020.12.17	10F., No.125, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City	20,000	Investment and development of real estate
Tainan RMC Industry Co., Ltd.	1976.12.4	No. 59 Sec. 1, Zhonghua W. Rd., South Dist., Tainan City	30,000	Production and sales of ready-mixed concrete.

Main Business of Affiliated Enterprises: Please refer to table above.

Profile of Directors, Supervisors and General Manager of Affiliated Enterprises
(Dec. 31, 2024)

Name of Enterprises	Position (Note1)	Name and Representative	Share held
			Number of Share	Ratio of Holding
Chiayi RMC Industry Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Yang, Tsung-Jen	6,583,874	86.63%
	Director	Universal Cement Corporation, Represented by : Chou, Shih-Kuei	6,583,874	86.63%
	Director	Universal Cement Corporation, Represented by : Wang, Jau-Ching	6,583,874	86.63%
	Supervisor	UCC Investment Co., Ltd., Represented by : Lu, Jin-Yuan	1,056	0.01%
UCC Investment Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Hou, Bo-Yi	82,875,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Sheng	82,875,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	82,875,000	100.00%
	Supervisor	Universal Cement Corporation, Represented by : Yang, Tsung-Jen	82,875,000	100.00%
	General Manager	Hou, Bo-Yi	—	—
Huan-Chung International Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Hou, Bo-Yi	6,999,333	69.99%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	6,999,333	69.99%
	Director	Universal Cement Corporation, Represented by : Yang, Tsung-Jen	6,999,333	69.99%
	Director	Taiheiyo Cement Corporation, Represented by: Mitsuda, Yasuhisa	3,000,000	30.00%
	Supervisor	Taiheiyo Cement Corporation, Represented by: Takayama, Yoshihiko	3,000,000	30.00%
	General Manager	UCC Investment Co., Ltd., Represented by : Hou, Chih-Sheng	667	0.01%
		Hou, Chih-Yuan	—	—
Kaohsiung Pier Transportation Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Wang, Jau-Ching	7,560,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Sheng	7,560,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	7,560,000	100.00%
	Supervisor	Universal Cement Corporation, Represented by : Chen, Heng-Chuan	7,560,000	100.00%
	General Manager	Wang, Jau-Ching	—	—
Universal RMC Industry Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Chou, Shih-Kuei	7,698,963	58.18%
	Director	Universal Cement Corporation, Represented by : Hou, Bo-Yi	7,698,963	58.18%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Sheng	7,698,963	58.18%
	Director	Universal Cement Corporation, Represented by : Yang, Tsung-Jen	7,698,963	58.18%
	Director	Universal Cement Corporation, Represented by : Lu, Jin-Yuan	7,698,963	58.18%
	Director	Yang, Zuo-kuei	27,764	0.21%
	Director	Tsai, Yi-lin	496,230	3.75%
	Executive Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	7,698,963	58.18%
	Executive Director	Wu, Rui-Sheng	496,231	3.75%
	Supervisor	UCC Investment Co., Ltd., Represented by : Kao, Tsung-Yao	260,892	1.97%
	Supervisor	Wu, Wei-hsiung	119,862	0.91%
	Supervisor	Li, Sheng-hsiung	165,410	1.25%
	General Manager	LU, Jin-Yuan	—	—
Uneo Inc.	Chairperson	Universal Cement Corporation, Represented by : Hou, Bo-Yi	11,000,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Sheng	11,000,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	11,000,000	100.00%
	Supervisor	Universal Cement Corporation, Represented by : Wu, Chun-ting	11,000,000	100.00%
Li-Yong Development Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Hou, Chih-Sheng	2,000,000	100.00%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	2,000,000	100.00%
	Director	Universal Cement Corporation, Represented by : Chang, Pei-Te	2,000,000	100.00%
	Supervisor	Universal Cement Corporation, Represented by : Yang, Rong-Fen	2,000,000	100.00%
Tainan RMC Industry Co., Ltd.	Chairperson	Universal Cement Corporation, Represented by : Chou, Shih-Kuei	2,023,624	67.45%
	Director	Chen, Jung-hui	30,000	1.00%
	Director	Vacant	N/A	N/A
	Director	Chang, Jui-Jun	82,200	2.74%
	Director	Universal Cement Corporation, Represented by : Lu, Jin-Yuan	2,023,624	67.45%
	Director	Universal Cement Corporation, Represented by : Hou, Chih-Yuan	2,023,624	67.45%
	Director	Universal Cement Corporation, Represented by : Hou, Bo-Yi	2,023,624	67.45%
	Director	Universal Cement Corporation, Represented by : Hong, Tsung-Jen	2,023,624	67.45%
	Director	Universal Cement Corporation, Represented by : Kang, Tsung-Yao	2,023,624	67.45%
	Director	Universal Cement Corporation, Represented by : Lin, Jia-Hsien	2,023,624	67.45%
	Supervisor	UCC Investment Co., Ltd., Represented by : Chang, Pei-Te	10,000	0.33%
	Supervisor	UCC Investment Co., Ltd., Represented by : Wang, Chiao-Yuan	10,000	0.33%
	Supervisor	Vacant	N/A	N/A

Note 1: For affiliated companies registered abroad, equivalent position is listed.
Note 2: For affiliated companies established as incorporation limited company, holding ratio is listed.

Operating Condition and Financial Results of Affiliated Companies (Dec. 31, 2024, NT$ thousands except earnings per share)

Company Name	Capital	Total assets	Total liabilities	Net value	Net Sales	Operating Income (Loss)	Income (Loss) After Tax	Earnings (Loss) Per Share After Tax
Chiayi RMC Industry Co., Ltd.	76,000	110,311	10,861	99,450	0	(2,284)	1,921	0.25
UCC Investment Co., Ltd.	828,750	1,313,726	169,634	1,144,092	0	(3,199)	31,515	0.38
Huan-Chung International Co., Ltd.	100,000	458,551	276,547	182,004	1,062,907	34,095	31,965	3.20
Kaohsiung Pier Transportation Co., Ltd.	75,600	145,541	50,134	95,407	294,386	(2,996)	(1,126)	(0.15)
Uneo Inc.	110,000	59,649	8,540	51,109	26,130	(18,406)	(17,832)	(1.62)
Universal RMC Industry Co., Ltd.	132,328	951,957	322,898	629,059	910,714	127,440	113,663	8.59
Li-Yong Development Co., Ltd.	20,000	19,320	40	19,280	0	(120)	(2)	(0.00)
Tainan RMC Industry Co., Ltd.	30,000	1,021,317	47,023	974,294	11,291	6,541	(23,698)	(7.90)

Note: The table is prepared in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises".

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6.1.2 DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2024 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

UNIVERSAL CEMENT CORPORATION

Bo-Chih Investment Co., Ltd.

Chairman

March 10, 2025

6.1.3 Relationship Report: N.A.

6.2 Private Placement Securities in Recent Fiscal Year as of the Publication Date

None.

6.3 Other required supplementary notes

Universal Cement Corporation Intellectual Property Management Plan

In order to ensure the research and develop ability, motivate innovative energy, extend advantage of competition, raise profitability of business, achieve operation target and ensure sustainable operation, the Company has continuously implemented management of intellectual property.

6.3.1 Protective Measure

6.3.1.1 Patent

Patent Review: Individual Review by Cases. Each application of patent will be reviewed internally before submitting for official review. The scope of internal review includes patent search of previous cases, review of patentability, preliminary examination, and final examination of patent to effectively ensure the quality of our patents.
Routine Patent Sharing: Encouraging patent developers to share ideas among peers to enhance sharpness on the perception of patentability.
Routine Review on Maintenance: Examine internally the utilization of patent awarded and its relevance to the product to evaluate the necessity for further maintenance of the patent.
Seminar on the core concepts of Patent: To enrich the knowledge of patent developers on patent regulations and cultivate their respect for patents and awareness of legal boundaries during the development of patent.

6.3.1.2 Trademark

The earliest application of Trademark of the Company can be traced back to as early as 1962. After our careful efforts over the decades, the deployment is nearly comprehensive.
Routine Review on Maintenance: Examine internally the utilization of trademark registered to evaluate the necessity for further maintenance of the trademark.

6.3.1.3 Protection of Trade Secretes

Access Control System: All employees are issued personal access badge and granted with difference levels of clearance to access to various areas of the Company according to the need of respective positions. All visitors shall acquire clearance to access to limited area of the premises and be accompanied by employees of the Company at all times.
Management of Information Security: All computer systems shall only be accessed with employees' personal account and passwords with the later is required to change periodically.
Advertisement of Information Security: Ensure all personnel's understanding of trade secret and to effectively establish the awareness of knowledge of relevant law.

6.3.2 Implementation

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The Company will report regularly the matters pertaining to Intellectual property to the Board.

Implementation of “Universal Cement Corporation Guidelines on Management of Intellectual Property” in 2012

Implementation of “Universal Cement Corporation Guidelines on Award for Application of Patent” in 2012

VII. Events with material impacts on equity or stock price as specified in sub-section 2, section 3, Article 36 of the Securities and Exchange Act in Recent Fiscal Year as of the Publication Date

None.

88 -

AI assistant

UCC — Annual Report 2024

51738_rns_2025-06-10_8ed05eb3-f053-4783-9fa7-695dc9b1aa24.pdf

Contents

II Report on Corporate Governance

Diversity of the Board

Independence of the Board

2.2 Remuneration of Directors, President, and Vice Presidents

2.3 Implementation of Corporate Governance

2.3.1 Board of Directors

2.3.2 Operation of Auditing Committees

1. Operation of Auditing Committees

2. Mandate of the Remuneration Committee

3. Implementation Status of the Remuneration Committee

Climate-Related Information of TWSE/TPEx Listed Company

1. Implementation of Climate-Related Information

2.3.7 Other Important Information Regarding Corporate Governance

2.3.8 Implementing the internal control system

1. Statement of internal control

Universal Cement Corporation

Universal Cement Corporation

2.4 Information of CPA Service Fee

2.5 Information on Replacement of CPAs

III. Capital and Share

3.1 Capital and Share

3.1.1 Source of Capital (Unit: NT$)

3.1.2 List of Major Shareholders (Mar. 28, 2025)

3.1.3 Dividend Policy and Implementation thereof

1. Dividend Policy of the Company

2. Implementation

IV. Operational Highlights

4.1 Business

4.1.1 Business Scope

5.1.2 Industry Overview

5.1.3 Research and Development

5.1.4 Long-term and Short-term Development

4.2 Market and Sales Overview

4.2.1 Market Analysis

Favorable Factors for Industry:

Unfavorable Factors for Industry:

Countermeasures for Unfavorable Factors:

4.2.2 Production Procedures of Main Products

4.2.4 Major Suppliers and Clients

4.4 Environmental Expenditure

4.5 Labor Relations

4.5.1 Illustration various measures of employee benefit, advanced studies, training and retirement and its implementation

4.5.2 Losses suffered due to labor disputes in recent fiscal year as of the publication date: None.

4.6 Cyber Security Management

4.6.1 Describe the cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management.

Cyber Security Risk Framework

Cyber Security Policy

(1) Definition of Terms:

(2) Cyber Security Policy Objectives

(3) Cyber Security Management Policy

Specific Management Plan

Resources Invested in Cyber Security Management

4.7 Important Contract

V. Review of Financial Status, Financial Performance, and Risk Management

5.1 Analysis of Financial Status

5.2 Analysis of Financial Performance

5.3 Analysis of Cash Flow

5.3.1 Cash Flow Analysis

5.3.2 Remedy for Cash Deficit and Liquidity Analysis

5.3.3 Cash Flow Analysis for the Coming Year

5.4 The Effect upon Financial Operations of any Major Capital Expenditures in Recent Fiscal Year

5.5 Investment Policy, Main Causes for Profits or Losses, Improvement Plans and Investment Plans in Recent Fiscal Year

5.6 Risk Assessment

5.7 Other Important Matters

VI. Special items to be included

6.1.2 DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

6.2 Private Placement Securities in Recent Fiscal Year as of the Publication Date

6.3 Other required supplementary notes

6.3.1 Protective Measure

6.3.1.1 Patent

6.3.1.2 Trademark

6.3.1.3 Protection of Trade Secretes

6.3.2 Implementation

VII. Events with material impacts on equity or stock price as specified in sub-section 2, section 3, Article 36 of the Securities and Exchange Act in Recent Fiscal Year as of the Publication Date

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