| Download: | Articles of Incorporation (PDF) |
| Chapter I – General Provisions | |
| Article 1 | The Company is duly incorporated under the provisions of the Company Act of the Republic of China, and shall be called "Asia Cement Corporation". |
| Article 2 | The Company's businesses are as follows:
|
| Article 3 | The Company may provide guarantee according to the Procedures for Endorsement & Guarantee of Asia Cement Corporation. |
| Article 4 | Where the Company invests in other companies and becomes a shareholder with limited liability, its total investment may exceed 40% of its paid-up capital as stipulated under Article 13 of the Company Act, subject to approval of the Board of Directors. |
| Article 5 | The Company shall have its principal business office in Taipei City, Taiwan and have its manufactories in Dadu Village, Hengshan Township, Hsinchu County and Sincheng Village, Sincheng Township, Hualian County. The Company may, depending on the circumstances of production and business, set up domestic and foreign branch offices and branch factories. |
| Chapter II– Shares | |
| Article 6 | The Company's total capital shall be Thirty-six
billion New Taiwan Dollars (NT$36,000,000,000) divided into 3,600,000,000 shares of NT$10 each. The Board of Directors is authorized to issue the un-issued shares in separate trenches. |
| Article 7 | Shares issued by the Company are not required to be evidenced by share certificates, provided that they shall be recorded at the securities central depository enterprises. |
| Article 8 | Matters relating to the Company's shares shall be dealt with according to the provisions of "Regulations Governing Handling of Stock Affairs by Public Companies" and the relevant laws and regulations. |
| Article 9 | Registration of share transfer shall be closed within 60 days prior to the general shareholders' meeting, or within 30 days prior to an extraordinary shareholders' meeting or within 5 days prior to the record date on which Company distributes the dividends or bonuses. |
| Chapter III - Shareholders' Meeting | |
| Article 10 | The shareholders' meetings shall be general or extraordinary shareholders' meetings. |
| Article 11 | Notices of general shareholders' meeting shall be in writing and delivered to the shareholders along with a public notice 30 days prior to the general shareholders' meeting and 15 days prior to the extraordinary shareholders' meeting. The said notices shall specify the date, place and reasons for calling the shareholders' meeting. |
| Article 12 | Unless otherwise stipulated by the Company Act, a quorum shall be present at the shareholders' meeting if shareholders representing more than half of the shares issued by the Company are in attendance and resolutions at the said assembly shall be passed if approved by a majority of the shareholders in attendance. |
| Article 13 | Shareholders may by way of power of attorney stamped with the seal registered with the Company appoint proxies to attend the shareholders' meeting. Except for trust enterprises or share registration agencies approved by the securities authorities, when one shareholder is entrusted by two or more shareholders, the voting right represented by the said shareholder shall not exceed 3% of the voting rights of total shares issued. Where it has so exceeded, the voting right in excess shall not be included. Unless otherwise stipulated by the Company Act, attendance of shareholder's proxies shall be in accordance with the provisions of "Regulation Governing the Use of Proxies For Attendance of Shareholders' Meeting of Public Companies". |
| Article 14 | Unless otherwise provided for in the Company Act and the Articles of Incorporation, shareholders' meeting shall be conducted in accordance with the Company's regulations for shareholders' meeting. |
| Article 15 | Minutes and resolutions of shareholders' meeting shall be recorded and signed by or affixed with the seal of the chairman of the meeting. The said minutes and resolutions, signed by the chairman of the meeting, shall specify the date and place of the shareholders' meeting, number of shares represented by the shareholders (or proxies) present at the meeting; number of voting rights represented; name of the chairman of the shareholders' meeting; resolutions and the manner in which they are passed. The said minutes and resolutions shall be kept, together with the register of shareholders' attendance and the proxies' powers of attorney, in compliance with the law. |
Chapter IV – Directors, Supervisors and Managerial Officers |
|
| Article 16 | There shall be 13 Directors and 5 Supervisors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders' meeting. The total number of the registered shares of the Company held by all of the Directors and Supervisors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies". The term of office of Directors and Supervisors are for a period of 3 years. They may be reappointed following their re-election. |
| Article 17 | The Board of Directors of the Company shall comprise the directors to exercise the Director’s power and authority. A Chairman and a Vice Chairman shall be elected from and among the Directors to represent the Company. Where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act on his/her behalf. Where the Vice Chairman is also on leave or absent or cannot exercise his/her power and authority, the Chairman of the Board of Directors shall designate one of the Directors to act on his behalf. In the absence of such a designation, the Directors shall elect from and among themselves an acting chairperson of the Board of Directors. |
| Article 18 | Meetings of the Board of Directors shall be quarterly convened by the Chairman. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the Directors. The
Chairperson may where necessary convene extraordinary meetings of the Board at any time. When a Director is unable to attend the meeting of the Board of Directors in person, he/she may be represented by another Director in accordance with laws. The meeting notice of the Board of Directors could be made in hard copy, e-mail, or fax. |
| Article 19 | The Supervisors shall perform their duties of supervision in accordance with laws; furthermore Supervisors may attend meetings of the Board of Directors and present their views, but may not have voting rights. Supervisors may elect from among them a Resident Supervisor to perform the daily supervisory duty. |
| Article 20 | The percentage for the remuneration of Directors and Supervisors shall be determined by the shareholders' meeting. The Directors and Supervisors who conduct the business may be paid salaries according to the standard of employees and approved by the Board of Directors deliberating about the standard of other relevant companies in the same industry and listing companies. |
| Article 21 | The Company shall have a President, Vice Presidents, Chief Auditor, General Plant Manager, Chief Engineer, Assistant Vice Presidents, Deputy Chief Auditor, Managers, and Plant Managers. The appointment and dismissal of the above staffs shall be approved by the resolutions of the Board of Directors and adopted by a majority of the Directors at a meeting attended by a majority of the Directors. |
| Article 22 | The Chairman, Vice Chairman and President shall handle the daily affairs of the Company in compliance with the resolutions of the Board of Directors. |
Chapter V – Accounting |
|
| Article 23 | The Company's fiscal year shall commence on January 1st of each year, and ends on December 31st of the same year. The final accounts are settled at the end of the Company's fiscal year. |
| Article 24 | The Board of Directors shall in accordance with laws furnish various documents and statements and forward the same to the Supervisors for review no later than 30 days prior to the general shareholders' meeting, following which the said statements reviewed by the Supervisors and their reports shall be submitted for approval at the general shareholders' meeting. |
| Article 25 | The distribution of dividends shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Dividends shall be distributed at the ratio as set forth in these Articles of Incorporation aimed at maintaining the stability of dividend distributions. When distributing dividends, the cash dividends shall not be less than 10% of the aggregate sum of dividends and bonus distributed in the same year. |
| Article 26 | Apart from paying all its income taxes in the case where there are net income at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve and a special serve as required by law shall be set aside. Subject to certain business conditions under which the Company may retain a portion of the remaining balance, the Company may distribute to the shareholders the remainder together with undistributed profits from previous years in the following manner: |
| Article 27 | Allocation of surplus assets to prefer shares of the Company shall not exceed the par value. |
Chapter VI – Supplementary Provisions |
|
| Article 28 | The organizational rules and bylaws of the Company shall be drawn and amended additionally. |
| Article 29 | All matters not covered herein shall be undertaken in accordance with the Company Act and the other relevant laws and regulations. |
| Article 30 | At the close of each fiscal year, all the statements and records of accounts prepared by the Board of Directors shall be submitted to each shareholder after the ratification by the general shareholders' meeting in accordance with Paragraph 1, Article 230 of the Company Act. |
| Article 31 | These Articles of Incorporation were drafted on January 27, 1957, and came into effect following its approval by the competent authorities. Amendments shall take effect following their approval at the shareholders' meetings. |
First amendment on March 5, 1958; |
|
| *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail. | |


