Stock Code: 2884

E.SUN FINANCIAL HOLDING CO., LTD.
GENERAL SHAREHOLDERS MEETING 2025

Shareholders Meeting Agenda Handbook

Time: 09:00 AM, 13 June 2025(Friday)

Place: Evergreen International Convention Center CHANG YUNG-FA FOUNDATION 11F., No. 11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan.

Means of Helding: visual communication assisted shareholders meeting (physical shareholders meeting supported by video conferencing)

Virtual Meeting Platform: Adopt the virtual shareholders meeting platform of Taiwan Depository & Clearing Corporation (TDCC) 【https://stockservices.tdcc.com.tw】

Table of Contents

I. Procedure of meeting

II. Matters for report

Report on the state of business for fiscal year 2024 by the President...4
Report on the inspection and auditing of the final account for fiscal year 2024 and communications with internal auditing officers by the Audit Committee...4
The state of issuing corporate bonds...5
Report on the company’s project for promoting sustainable development...6
The status of remuneration distribution to employees and directors...12
Report on the acquisition of right of use asset from related party...13
Report the adjustment of CPAs...14

III. Matters for ratification

Business reports and financial statements for fiscal year 2024...15
Proposal of net income distribution for fiscal year 2024...16

IV. Matters for discussion

Amendment to article of incorporation...19
Proposal of capital increase from retained earnings and remuneration to employees...23
Amendment to the Company’s "Procedure for Engaging in Derivatives Trading"...25
Amendment to the Rules for Procedure of Shareholders' Meeting...28

V. Extempore motion

VI. Appendices

E.SUN Financial Holding Company 1st Unsecured Corporate Bonds in 2025 Term Sheet...37
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Remuneration of directors in 2024...39
The transactions in which the company acquires right-of-use asset from related parties...41
Business report...45
Financial Statements of fiscal 2024...49
Articles of Incorporation...63
Procedure for Engaging in Derivatives Trading...73
The Rules for Procedure of Shareholders' Meeting...79
Shareholdings of members of the 8th Board of Directors...111

I. Procedure of meeting

Meeting in session.
Address by Chairman.
Matters for report.
Matters for ratification.
Matters for discussion.
Extempore motion.
Meeting adjourned.
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II. Matters for report

Report on the state of business of the Company in fiscal year 2024 by the President.
Report on the inspection and auditing of the final account for fiscal year 2024 and communications with internal auditing officers by the Audit Committee.

Explanation:

(1) The Company’s financial statements for 2024 were audited by the Audit Committee, and all the independent directors jointly issued an audit report thereof.

(2) The communication between the Audit Committee and the internal audit supervisor is as follows:

Date	Object	Issues to communicate	Result
2024.01.17	General Auditor	Submission of the 2023 Q4 audit working papers.	Acknowledge with no other recommendation.
2024.04.17	General Auditor	Submission of the 2024 Q1 audit working papers.	1. Questions raised by the independent directors were answered and opinions exchanged
2. Acknowledged, to be processed according to the recommendations.
2024.08.14	General Auditor	Submission of the 2024 Q2 audit working papers.	1. Questions raised by the independent directors were answered and opinions exchanged.
2. Acknowledged, to be processed according to the recommendations.
2024.09.25	General Auditor and other auditors	Discussions on internal/external audit related matters.	1. Questions raised by the independent directors were answered and opinions exchanged.
2. Processed according to the recommendations.
2024.11.06	General Auditor	Submission of the 2024 Q3 audit working papers.	Acknowledged, to be processed according to the recommendations.
		Submission of the Company's 2025 audit plan	Agreement with no other recommendation

The state of issuing corporate bonds.

Explanation:

(1) This report is made in accordance with Article 246 of the Company Act.

(2) In order to redeem the company’s upcoming commercial paper (NT$ 2 billion due on January 14, 2025), the company has reported to the competent authority for the issuance of corporate bonds worth NT$ 2 billion on January 13, 2025. Please refer to Appendix 1 on p. 37~p.38 of this Handbook for Term Sheet.

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Report on the company's project for promoting sustainable development.

(1) This report is made in accordance with the Sustainable Development Best Practice Principles, Article 5.

(2) To fulfill its social responsibility as well as sustainable development, the Company, with a long-term commitment and systematic measures, endeavors to focus on 6 major tasks: corporate governance, sustainable finance, climate change, environmental sustainability, protection of human rights, and charities. A summary of the report is as follows:

2.1 Corporate Governance

2.1.1 Corporate Governance :

Based on the important measures of corporate governance established by supervisory authorities and various evaluation indicators, we regularly check the state of implementation of all projects, continue to maintain shareholders' equity, and improve the board's structure, as well as fully realize the board's functions of communication and directing strategies. In preparation for adoption of the sustainability disclosure guidelines in the International Financial Reporting Standards (IFRS), we have planned and arranged in advance a multi-stage schedule for the disclosure of sustainability information.

2.1.2 Cyber Security :

As an effort to increase resilience of our cybersecurity measures and the effectiveness of privacy protection, we continue to pass ISO 22301 business continuity management system and ISO 27701 privacy information management system international standard certification, further improving our personal information management operating system, and expanding the scope of verification under the ISO 27001 information security management system. To ensure operational continuity, we are continuing to deepen our zero trust architecture, boost the visibility of threat intelligence, and strengthen cloud cybersecurity risk management.

2.1.3 Anti-Money Laundering :

Responding to legal changes and the 2024 national risk assessment report, we are further improving money laundering control management mechanisms. We are also continuously track international sanction trends and the Financial Action Task Force on Money Laundering (FATF) list, and have optimized our list scanning system. We are using AI and data analysis to optimize transaction monitoring, continuing to pay close

attention to emerging criminal issues and trends, have included emerging AML/CFT issue and major regulations in our education and training, and are strengthening E.SUN Bank's money laundering prevention awareness. In conjunction with our overseas business expansion, we are assisting our overseas units to adopt customer due diligence systems, which will strengthen their due diligence capabilities.

2.1.4 Fair Customer Treatment and Customer Experience:

We have reviewed E.SUN's fair customer treatment principles and state of customer experience realization, improved product and customer service quality, and stepped up customer safeguards. In accordance with review mechanisms for the Financial Supervisory Commission's fair customer treatment principles, we will continue to strengthen fraud prevention measures and boost their effectiveness, and complete customer complaint response mechanisms.

2.2 Sustainable Finance

2.2.1 Responsible lending and responsible products:

In response to Taiwan's 2050 net zero strategy, we are reaching out to our high carbon emissions customers and providing a sustainability consulting service and assistance with corporate transition to sustainability. We are employing our green finance services to guide the energy transition, and are actively assisting industry to install renewable energy facilities. We are promoting green consumption, low-carbon transportation, and the sustainable production of green products, and encouraging individual customers and small enterprises to prioritize selection of low-carbon emissions green buildings, green consumption, and green operating models. As a member of the financial industry, we are relying on lending programs to exert a positive influence, and joining forces with customers in jointly realizing green production and green living.

2.2.2 Responsible Investment:

We are using funding to guide and accelerate industrial upgrading and transformation, making sustainable development an integral part of our service management and risk assessment procedures, continuing to increase our sustainable investment position, and fulfill our stewardship of institutional investments, joining up with other domestic and foreign actors in realizing influence through engagement, and establishing a sustainable financing ecosystem.

2.2.3 Inclusive Finance:

We are employing financial technology to realize inclusive finance. We have

incorporated customer travel in our AI applications, facilitating the provision of customized assessment services and breakpoints. We have integrated our e.Fingo digital brand with different customer lifestyles, and provide one-stop financial services, allowing customers to enjoy convenient digital financial services. We actively support small and micro-businesses, and cooperate with local governments and local revitalization organizations to promote the development of distinctive local industries. We have developed diversified trust services, and are assisting the resolution of elder care problems in today's aging society. The continued promotion of micro-insurance services is helping reinforce the social safety net. We are expanding our financial education and awareness program through inter-industry cooperation, and seeking to boost the financial literacy of children living in remote areas.

2.3 Climate change

2.3.1 Climate Governance :

We are actively working to fulfill our pledge of the Coalition of Movers and Shakers on Sustainable Finance by reinforcing our climate change-related risk management mechanisms, and developing climate risk management tools and methodologies, which will boost our ability to respond to climate-related risks and opportunities. We are relying on education and training to strengthen the relevant specialized knowledge of all supervisors and employees, helping implant sustainable management concepts, and strengthening climate change response measures, which will facilitate the sound development of our business.

2.3.2 Actions to reduce carbon generated from investment and financing :

In accordance with the domestic and international guidelines of supervisory authorities, the Partnership for Carbon Accounting Financials (PCAF), and Science Based Targets (SBT), etc., E.SUN strengthens the mechanisms for managing carbon emissions in investment and financing and monitor the progress of carbon reduction. Through engagement, advocacy actions, and sustainable consulting services, we gradually adjust and reduce investments in coal and unconventional oil and gas industries to achieve our commitment to phase out coal by 2035. We are employing green building and building energy efficiency designations to encourage customers to make a law-carbon transition, improve building energy efficiency, and use our financing power to assist society's transition to low carbon emissions.

2.4 Environmental Sustainability

2.4.1 Carbon reduction in the operating environment :

To achieve net zero emissions by 2050, we are striving to achieve the Category 1 and 2 energy saving and carbon reduction targets, which will comply with the SBT mid-term carbon reduction goals. The following are the specific actions we are taking to realize these goals: Promotion of internal carbon pricing, replacement of old, energy-wasting equipment, construction of green buildings, promotion of green transportation, and adoption of circular purchasing. We have also installed solar panels, purchased green power certificates, and signed power agreements calling for the purchase of renewable energy. As a result, we are gradually approaching our 2040 goal of using 100% renewable energy at our domestic and foreign locations.

2.4.2 Promotion of nature and biodiversity:

In accordance with the recommendations of Taskforce on Nature-related Financial Disclosures (TNFD), we are enhancing the applicability of data concerning the natural environment, conducting nature-related risk assessments, and assessing the dependence of operations on nature and biodiversity and the degree of impacts. In conjunction with our partners, we employed systematic methods to undertake biodiversity conservation activities, which have included support for Walami Organic Rice cultivation, millet restoration, promotion of non-destructive forest activities, public science, beach clean-ups, and life in harmony with nature.

2.5 Protection of human rights

2.5.1 A diversified, inclusive, friendly workplace:

We have created a workplace environment that is diversified, fair, inclusive, and provides a sense of belonging. We promote diversified, inclusive talents and innovations, have instituted the practice and values of equality in the workplace, provide diversified, confidence-inspiring channels of communication, and value and listen to employees' voices. We rely on a competitive compensation system, diversified, comprehensive benefits, and employee concern measures to create an excellent employee experience, and realize an employee-friendly workplace.

2.5.2 Talent Cultivation and Development:

We are continuing to strengthen the cultivation of strategic talent and employees' sustainability transition. We rely on our career development system and a range of cultivation methods that include rotating responsibilities to develop talented personnel possessing professional knowledge, humane qualities, and sustainability awareness. We have established a resilient team, which serves as a solid foundation for our corporate sustainable development.

2.6 Social Welfare & Charity

2.6.1 Education:

The E.SUN Golden Seed Project build 10 new E.SUN libraries, providing schools with long-term resource maintenance, organizing reading activities, cultivating story reading volunteers, and holding digital thematic reading exploration fairs to improve students' reading literacy. We implement "holding hands in English and companions for learning" in 40 elementary schools to improve the English proficiency of students in rural areas. We engaged in industry-academia collaboration with 43 universities to cultivate talents with an expertise in finance, AI, and FinTech. We also provide the Outstanding Management Talent Scholarship, ASEAN Talent Scholarship, and Nursing Talent Scholarship to cultivate more outstanding young students.

2.6.2 Community:

E.SUN collaborates with partners to jointly organize international and rural clinic care, blood donation, and other charity activities to maximize our impact. We continue to promote projects caring for children, aiming to assist over 12,000 disadvantaged or children facing sudden misfortune annually. We also invest in anti-drug education and child welfare, and plan mobile anti-drug education tours to schools and continuously donate and construct counseling rooms for children in adversity, supporting their return to family and society.

2.6.3 Sports:

We supported Taiwan Junior League Baseball for a 19th year, held the E.SUN Cup Junior League Baseball Championship, and conducted training camp, protection camp, and a baseball gear subsidy activity for teams in remote locations. At the same time, we also held the E.SUN Juguang Cup in conjunction with the Chinese Taipei Volleyball Association, and the E.SUN national archery selection tournament in conjunction with the Chinese Taipei Archery Association. We hope to cultivate even more outstanding young athletes, who will participate in even more international competitions, and bring honor to Taiwan's athletics.

2.6.4 Arts and Humanities:

We hope to use art and music to transmit the values of truth, goodness, and beauty. We hold the annual Concert for Mothers, Standing on Yushan, Embracing Art lectures, and support performances and exhibitions in Taiwan by outstanding domestic and foreign groups, as well as the making of documentary films. We jointly sponsor such varied arts education and promotion activities as Relaxed Performances, Let's go to the Theater

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performances, Kids Creative Arts Classes, Play ARTs Children's Creative Workshops, Taiwan's Composers series, and Decoding Pipe Organ VR, and always strive enhance the country's endowment of the arts, humanities, and cultural literacy.

(3) The foregoing programs may, if the circumstance required or if needed, be adjusted by the Chairman or its designated person on the basis of the environment changes or special needs.

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The status of remuneration distribution to employees and directors.

(1) This report is made in accordance with Article 36 of the Articles of Incorporation of the Company.

(2) Prior to remuneration distribution to employees and directors, the Company’s pretax profit for 2024 was NT$26,162,057,761. In accordance with the ratios in the Articles of Incorporation, employee compensation (2%~5%) was NT$784,077,259 (including stock and cash compensation), and director compensation (not exceeding 0.9%) was NT$94,000,000 in cash.

(3) The remuneration distribution of employees is NT$ 784,077,259. In accordance with Financial Supervisory Commission regulations Jin-Guan-Zheng-Shen-Zi No. 1050001900 of January 30, 2016, calculation of the foregoing number of allocated shares shall be made on the basis of the closing price NT$29.05 per share on the day before the Board resolution. The number of shares allocated is 18,000,000 shares, the employee stock remuneration is NT$522,900,000, and the employee cash remuneration is NT$261,177,259.

(4) In accordance with the provisions of Article 58-1 of the Company's "Corporate Governance Best Practice Principles", the Company is advised to report at a general shareholder meeting about the remuneration received by directors, including the remuneration policy, individual remuneration package, amount, and association with outcomes of performance reviews. Please refer to Appendix 2 on p.39~p.40 of this Handbook for remuneration of directors in 2024.

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Report on the acquisition of right of use asset from related party.

(1) This report is made in accordance with Article 12 of the E.SUN Financial Holding Co., Ltd. - Asset Acquisition or Disposal Procedures.

(2) The following are the transactions of the Company's acquisition of right-of-use assets from related parties in 2014, all of which have been reviewed and approved by the Board of Directors, and the transaction conditions are not better than those of other similar parties.

2.1 To lease 13 floor., No. 5, Yongsui St., Zhongzheng Dist., Taipei City and one warehousing parking space which approximately 87.6 ping from the subsidiary E.SUN Bank. The monthly rentals is NT$118,654 (tax included), and the lease term starts from 2024.04.01 to 2029.03.31.

2.2 To lease a portion of 35 pings of 1 floor, No. 115, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City and the 14 floor of No. 117 from subsidiary E.SUN Bank. The monthly rentals is NT$986,147 (1 floor., No. 115: NT$171,255 and 14 floor., No. 117: NT$814,892), and the lease term starts from 2025.01.01 to 2029.12.31.

(3) Please refer to Appendix 3 on p.41~p.44 of this Handbook for other details information.

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Report the adjustment of CPAs.

(1) According to the recommendations of the Taiwan Corporate Governance Association.

(2) With Deloitte Taiwan being engaged to audit and certify the Company’s financial report, its internal adjustment led to the replacement of the two CPAs formerly charged with the duty—Yang, Chen-Hsiu and Lee, Kuan-Hao—with Yang, Chen-Hsiu and Ma, Wei-Chun, effective from the third quarter of 2024.

(3) Ma, Wei-Chun, CPA previously served at a financial holding company, commercial bank, and in manufacturing industry. Ma, Wei-Chun, CPA has extensive experience in the areas of auditing and attestation, internal control system design, and the issuance and certification of green bonds, and is unquestionably qualified for this position, and the deposits rate received at the Company's bank subsidiary is not favored than that the rate received by ordinary customers. In addition, we have received a statement of independence from Deloitte. No members participating in audit teams have committed any violations of independence.

(4) With the Company’s CPAs deemed to have performed favorably and rendered satisfactory service quality in 2024, the Company decided to again engage Deloitte Taiwan to audit and certify its financial report in 2025.

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Matters for ratification

Proposal No. 1 as proposed by the Board of Directors:

Proposal: Recognition of the Company's business report and financial statements for fiscal year 2024.

This proposal is made pursuant to Article 230 of the Company Act and Article 35 of the Articles of Incorporation of the Company.
The financial statements of the Company produced on the year 2024 certified by Mr. Chen-Hsiu Yang and Mr. Wei-Chun Ma, both of whom were CPA of Deloitte & Touche (Taiwan). A due diligence report with unqualified opinions was issued. The above financial statements and the 2024 business report have been reviewed by the Audit Committee and deemed to be in compliance, and a review report has been issued. (Please refer to Appendix 4 and 5 on p.45~p.62 of this Handbook.)

Resolution:

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Proposal No. 2 as proposed by the Board of Directors:

Proposal: Proposal of net income distribution for fiscal year 2024.

Explanation:

The proposed is in accordance with Article 36-1 of the Articles of Incorporation of the Company.
For the year 2024, the Company has NT$26,127,504,598 in after-tax net income that, plus NT$1,706,712,244 for items other than the after-tax net profit for the current period, amounts to NT$27,834,216,842, and minus NT$2,783,421,684 for legal reserve. In accordance with Article 41 of the Securities and Exchange Act, the reason for special reserve deduction has been lifted, a special reserve of NT$1,978,946,089 shall be reserved due to the decrease in the net dudection of other shareholders’ equity. With the plus of undistributed earnings of NT$2,089,552,596 at the beginning of the period, the Company has an amount of NT$29,119,293,843 in earnings distributable for the year. It is planned to distribute earnings totaling NT$20,796,960,000, where share dividends will be circa NT$0.10 per share (totaling NT$1,602,000,000) while cash dividends will be circa NT$1.20 per share (totaling NT$19,194,960,000). The balance of NT$8,322,333,843 is retained as non-distributed earnings as of the end of the period.
A total of 160,200,000 common shares shall be issued to accommodate distribution of the said share dividend. Shareholders recorded in the shareholders' register as of the record date shall be entitled to 10 shares for every 1,000 held. Fractional shares may be paired with one another, held by other shareholders, into a whole share within the specified time period. For shares remained factional with or without being paired, upon expiration of the said period, cash will nevertheless be paid according to their par value (and rounded to the nearest full Taiwan Dollar) and the Chairman is authorized to look for specified persons to buy the fraction of shares according to the face value.
The cash dividend being distributed shall be rounded off proportionately to the nearest Taiwan dollar; where there is any cash dividends less than TWD 1, included in the company's other income.
It is proposed that the Chairman of the Company would be fully authorized to deal with matters in connection with the change (if any) to the stock (cash) dividend ratio distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from any reasons.
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Subject to approval of the shareholders' meeting, the Board of Directors and/or the chairman of the Company is authorized to determine the cash dividend record date. Upon approval of the competent authority, the stock dividend record date will be announced separately.

Resolution:

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E.SUN FINANCIAL HOLDING CO., LTD.
PROPOSED DISTRIBUTION OF EARNINGS
As of 31 December 2024
Unit: NT$

Balance of beginning undistributed earnings		2,089,552,596
After-tax net profit of this period	26,127,504,598
Retained earnings from confirmed benefit plan re-assessment number	8,703,698
Retained earnings from the adjusted investments due to employing the equity method	1,698,008,546
The total amount of after-tax net income for the period and other items adjusted to the current year’s undistributed earnings other than after-tax net income for the period		27,834,216,842
Ten percent (10%) to be recorded as legal reserve		(2,783,421,684)
Reversal of special reserve		1,978,946,089
Distributable earnings for the period		29,119,293,843
Distribution items:
Stock dividend (circa NT$0.10 per share)	(1,602,000,000)
Cash dividend (NT$1.20 per share)	(19,194,960,000)
Total shareholders' bonuses		(20,796,960,000)
Profit undistributed as of the end of the period		8,322,333,843

Note: Dividend distribution shall be based on after-tax earnings for the year as a first priority.

III. Matters for discussion

Proposal No. 1 as proposed by the Board of Directors:

Proposal: Amendment to article of incorporation

The key points of the amendments are as follows:

1.1 In accordance with Article 162 of the Company Act, adjustment is made for the parties and the number of individuals authorized to sign or seal the stock of the Company. In addition, wordings were added regarding the issuance of shares by a company shall be handled in accordance with the regulations of the securities central depository institution and other relevant documents. (Article 6)

1.2 In accordance with Article 4, paragraph 3 of Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, the independent directors shall not be less than one-third of the board seats. (Article 19-1)

1.3 To establish a Technology Advisory Committee which is not a functional committee for the Company. Therefore, we will adjust the title of Chapter 6 to " AUDIT COMMITTEE AND OTHER COMMITTEE ". And we may set up other functional committees or general committees under the Board of Directors. (Article 30)

1.4 In order to share the business results with E.SUN employees, the Company's principle for employee compensation is to broadly distribute stock. Therefore, in accordance with Article 14, paragraph 6 of Securities and Exchange Act, specify a certain percentage of employee compensation which shall be allocated for non-executive employees. (Article 36)

A comparison chart on amendments to the Company's Articles of Incorporation can be found below (please refer to Appendix 6 on p.63~p.72 of this Handbook for the full text before amended).
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Comparison Chart :
Amendment of Articles of Incorporation of E.SUN FHC

After amended	Before amended	Explanation
Article 6
The share certificates of the Company shall be issued in registered form after being signed or sealed by the director representing the Company, and certified and issued in accordance with laws and regulations of the competent authority.
The Company may issue registered stock without printing share certificates or may print a global share certificate representing the total number of the new shares to be issued in one issuance; however, the shares shall be registered by or placed under the custody of a centralized securities depository enterprise and follow the regulations of that enterprise.	Article 6
The share certificates of the Company shall be issued in registered form after being signed or sealed by the chairman and three (3) directors, and certified and issued in accordance with laws and regulations of the competent authority.
The Company may issue registered stock without printing share certificates or may print a global share certificate representing the total number of the new shares to be issued in one issuance; however, the shares shall be registered by or placed under the custody of a centralized securities custodian.	1. In accordance with Article 162 of the Company Act, adjustment of the parties and the number of individuals authorized to sign or seal the stock of the Company.
2. In addition to being registered by or placed under the custody of a centralized securities depository enterprise, issued shares shall also follow the regulations of that enterprise.
Article 19-1
Among the directors of the Company, the independent directors shall not be less than three (3) in number and not be less than one-third (1/3) of the total number of directors.	Article 19-1
Among the directors of the Company, the independent directors shall not be less than three (3) in number and not be less than one-fifth (1/5) of the total number of directors.	In accordance with Article 4, paragraph 3 of Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, starting from 2024, the independent directors shall not be less than one-third of the total number of directors to a TWSE listed company that has a capital of NT$10 billion or more or is in the financial and insurance industry. Therefore, the Company amend this article to comply with regulation..

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After amended	Before amended	Explanation
CHAPTER 6
AUDIT COMMITTEE AND OTHER COMMITTEE	CHAPTER 6
AUDIT COMMITTEE AND FUNCTIONAL COMMITTEE	To establish a Technology Advisory Committee which is not a functional committee for the Company. Therefore, we change the title of Chapter Six and add a general committee provision to Article 30.
Article 30
The Company may set up other functional committees or general committees under the Board of Directors, with the numbers of members and their tenures and duties and powers to be spelled out in their respective organizational regulations.	Article 30
The Company may set up other functional committees under the Board of Directors, with the numbers of members and their tenures and duties and powers to be spelled out in their respective organizational regulations.
Article 36
The earnings of the Company in a given year (pretax profit before distribution of employee and director compensation) shall be reserved to cover the losses accumulated from previous years. 2% to 5% of the balance from the above shall be allocated as employee compensation, while not more than 0.9% shall be allocated as director compensation.

The percentage of employee compensation which shall be allocated for non-executive employees shall not be less than 50%.

If employee compensation is to be distributed in the form of shares, the Company may either issue new shares or repurchase existing shares.

Recipients of employee compensation shall include employees of affiliate companies who fulfill certain criteria.

Proposals of employee and director compensation distribution shall be presented to shareholders’ meetings. | Article 36
The earnings of the Company in a given year (pretax profit before distribution of employee and director compensation) shall be reserved to cover the losses accumulated from previous years. 2% to 5% of the balance from the above shall be allocated as employee compensation, while not more than 0.9% shall be allocated as director compensation.

If employee compensation is to be distributed in the form of shares, the Company may either issue new shares or repurchase existing shares.

Recipients of employee compensation shall include employees of affiliate companies who fulfill certain criteria.

Proposals of employee and director compensation distribution shall be presented to shareholders’ meetings. | In order to share the business results with E.SUN employees, the Company's principle for employee compensation is to broadly distribute stock. Therefore, in accordance with Article 14, paragraph 6 of Securities and Exchange Act, specify a certain percentage of employee compensation which shall be allocated for non-executive employees. |

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After amended	Before amended	Explanation
Article 40
These Articles are established on December 10, 2001.
The first amendment was made in the shareholders’ meeting of June 26, 2002.
The second amendment was made in the shareholders’ meeting of June 11, 2004.
The third amendment was made in the shareholders’ meeting of June 10, 2005.
The fourth amendment was made in the shareholders’ meeting of June 9, 2006.
The fifth amendment was made in the shareholders’ meeting of June 13, 2008.
The sixth amendment was made in the shareholders’ meeting of June 22, 2012.
The seventh amendment was made in the shareholders’ meeting of June 21, 2013.
The eighth amendment was made in the shareholders’ meeting of June 20, 2014.
The ninth amendment was made in the shareholders’ meeting of June 8, 2016.
The tenth amendment was made in the shareholders’ meeting of June 16, 2017.
The eleventh amendment was made in the shareholders’ meeting of June 14, 2019.
The twelfth amendment was made in the shareholders’ meeting of June 17, 2022.
The thirteenth amendment was made in the shareholders’ meeting of June 13, 2025.	Article 40
These Articles are established on December 10, 2001.
The first amendment was made in the shareholders’ meeting of June 26, 2002.
The second amendment was made in the shareholders’ meeting of June 11, 2004.
The third amendment was made in the shareholders’ meeting of June 10, 2005.
The fourth amendment was made in the shareholders’ meeting of June 9, 2006.
The fifth amendment was made in the shareholders’ meeting of June 13, 2008.
The sixth amendment was made in the shareholders’ meeting of June 22, 2012.
The seventh amendment was made in the shareholders’ meeting of June 21, 2013.
The eighth amendment was made in the shareholders’ meeting of June 20, 2014.
The ninth amendment was made in the shareholders’ meeting of June 8, 2016.
The tenth amendment was made in the shareholders’ meeting of June 16, 2017.
The eleventh amendment was made in the shareholders’ meeting of June 17, 2022.	Fill in the amendment date.

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Proposal No. 2 as proposed by the Board of Directors:

Proposal: For the purpose of increasing the BIS ratio of the Company in consideration of the Company’s long-term development and operation, it is proposed to implement a capital increase by recapitalization of both earnings and employee compensation.

Explanation:

Amount of the capital increase and number of shares:

The Company currently has NT$159,958,000,000 in paid-in capital from a total of 15,995,800,000 issued shares. It is proposed that 160,200,000 new shares be issued on the amount of NT$1,602,000,000 which is the profit distributable to shareholders as dividend; while employee compensation of NT$784,077,259 included cash and 18,000,000 shares of stock remuneration, where, in accordance with Financial Supervisory Commission regulations Jin-Guan-Zheng-Shen-Zi No. 1050001900 of January 30, 2016, calculation of the foregoing stock compensation shall be made on the basis of the closing price NT$29.05 per share one day prior to the day on when the Board resolution is made. A total of 18,000,000 new shares were issued. The foregoing recapitalized earnings totaled NT$1,782,000,000 and 178,200,000 shares with a face value of NT$10 per share were issued. After recapitalization, the Company's paid-in capital increased to NT$161,740,000,000, and 16,174,000,000 shares were issued.

Source of the fund proposed to be capitalized:

Shareholder stock bonuses and employee stock bonuses from fiscal year 2024 will be recapitalized.

Purpose of the fund from the capital increase:

The increased capital fund will be used to increase the BIS ratio of the Company in consideration of the Company’s long-term development and operation and strengthened competitiveness of the Company.

Issuance of new shares:

It is proposed that the new shares be issued in full with a par value of TWD 10 per share. Holders of the new shares shall hold the same rights and bear the same obligations as the holders of the original issued shares.

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160,200,000 shares of the news shares to be issued on the capital increase proposed shall be distributed, with no consideration paid, to the shareholders as registered in the shareholder’s roster at the rate circa 10 new shares on each 1,000 shares held in proportion to their shareholding. Fractions of a share may be combined for full shares with the fractions of shares held by other shareholders within the specified time period. Upon expiration of the specified time period or fractions of a share still remain, cash will be paid according to the par value (and rounded to the nearest full Taiwan Dollar) and the chairman of the Company would be authorized to look for specified persons to buy the fraction of shares according to the par value.
Stock Dividend Record Date:

After the proposal is adopted after deliberations and regulatory approval is granted, the stock dividend record date will be announced separately.

As of now, the outstanding shares of the Company amount to 15,995,800,000 in total. It is proposed that the chairman of the Company would be authorized with full powers to deal with matters in connection with the change (if any) to the stock (cash) dividend ratio distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from any reasons.
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Proposal No. 3 as proposed by the Board of Directors:

Proposal: Amendment to the Company’s "Procedure for Engaging in Derivatives Trading".

In response to the adjustment of the Company's risk management framework and to comply with the current regulations related to derivative product trading business, the key revisions of this procedure are as follows:

1.1 Referencing the Company's "Guidelines for Handling Risk-Weighted Calculations of Derivative Product Transactions," adjust the calculation method for the transaction limits of derivative financial products with counterparties. (Article 8)

1.2 In response to the adjustment of the Company's risk management framework, adjust the units for record. (Article 9 and Article 21)

1.3 Adjust the Company's announcement and reporting thresholds for losses arising from derivative product transactions. (Article 22)

A comparison chart on amendments to the Company’s "Procedure for Engaging in Derivatives Trading" can be found below (please refer to Appendix 7 on p.73~p.78 of this Handbook for the full amended version).

Resolution:

Comparison Chart :
Amendment of Articles of Procedure for Engaging in Derivatives Trading of E.SUN FHC

After amended	Before amended	Explanations
Article 8
The department head charged with this Business may go ahead and approve a derivatives transaction meant for hedging within the following authorized quotas and under the conditions attached. A summary of the said trading authorization is as follows:
1.~2. (Omitted below)
3. Authorized quotas shall be determined by using the following formula:
The authorized quota for any trading counterparty shall be calculated by drawing on the risk weighting chart of the Company; the contractual value or principal is first to be converted into a US dollar equivalent before being multiplied by the risk weighting number corresponding to the duration of the contract, plus the total amount of its unrealized gains and losses.
4. When any of the aforesaid quotas is exceeded, it is imperative to secure approval of the president on a case-by-case basis.	Article 8
The department head charged with this Business may go ahead and approve a derivatives transaction meant for hedging within the following authorized quotas and under the conditions attached. A summary of the said trading authorization is as follows:
1.~2. (Omitted below)
3. Authorized quotas shall be determined by using the following formula:
The authorized quota for any trading counterparty shall be calculated by drawing on the risk weighting chart of the Company; the contractual value or principal is first to be converted into a US dollar equivalent before being multiplied by the risk weighting number corresponding to the duration of the contract.
4. When any of the aforesaid quotas is exceeded, it is imperative to secure approval of the president on a case-by-case basis.	Referencing the Company's "Guidelines for Handling Risk-Weighted Calculations of Derivative Product Transactions," adjust the calculation method for the transaction limits.
Article 9
The department head charged with this Business may, within the scope of his or her authorized quota, delegate this authorized quota in writing among trading managers and related personnel according to their respective positions and abilities as well as the characteristics of the local financial market. A filing, however, shall be	Article 9
The department head charged with this Business may, within the scope of his or her authorized quota, delegate this authorized quota in writing among trading managers and related personnel according to their respective positions and abilities as well as the characteristics of the local financial market. A filing, however, shall be	In line with the adjustment of the Company's risk management framework, adjust the units for future reference purposes.

26 -

After amended	Before amended	Explanations
made to the Risk Management Division for record within one week after the date of authorization.	made to the Risk Management Committee for record within one week after the date of authorization.
Article 21
The department charged with this Business shall scrutinize the operations of the Company’s trading counterparties and the credit changes of their host countries at all times, and take proper countermeasures when necessary and file a report thereof to the Board Risk Management Committee for record.	Article 21
The department charged with this Business shall scrutinize the operations of the Company’s trading counterparties and the credit changes of their host countries at all times, and take proper countermeasures when necessary and file a report thereof to the Risk Management Committee for record.	Same as above.
Article 22
In the event that the Company incurs an aggregate loss in all derivatives contracts equivalent to 5% of its net worth given on the consolidated financial statements of the most recent quarter, the Company shall, based on the nature at point and using the prescribed format, make a public announcement and disclose related information on websites designated by the Financial Supervisory Commission within two days of the date of occurrence (inclusive). The Company shall announce and report an unrealized loss from derivatives if such a loss reaches the threshold given in Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.	Article 22
In the event that the Company incurs an aggregate loss in all derivatives contracts equivalent to 3.5% of its net worth given on the consolidated financial statements of the most recent quarter, the Company shall, based on the nature at point and using the prescribed format, make a public announcement and disclose related information on websites designated by the Financial Supervisory Commission within two days of the date of occurrence (inclusive). The Company shall announce and report an unrealized loss from derivatives if such a loss reaches the threshold given in Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.	Referring to Article 7, Paragraph 2 of the Company’s ‘Market Risk Management Guidelines,’ the threshold for required announcement and reporting is adjusted to 5%. Additionally, if the loss exceeds the level of tolerance of the Company, the announcement and reporting must also be conducted in accordance with the regulations.

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Proposal No. 4 as proposed by the Board of Directors:

Proposal: Amendment to the Rules for Procedure of Shareholders' Meeting.

To improve the corporate governance system, we refer to the amended “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” promulgated by Taiwan Stock Exchange Corp. in its Taiwan-Stock-Governance-1120004167 Announcement of March 17, 2023, to revise our Rules for Procedure of Shareholders' Meeting.
The key points of the amendments are as follows:

1.1 To protect the interests of shareholders, unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. (Article 3, paragraph 2).

1.2 It is stipulated that when a company convenes a video shareholders' meeting, it should provide appropriate alternative measures and necessary assistance to shareholders who have difficulty participating in the video shareholders' meeting, and the period during which shareholders can submit applications to the company and other relevant matters should be stated in the notice convening the shareholders' meeting. In addition, a written exemption was added, which clearly stated that if a natural disaster, accident or other force majeure event as stipulated in Article 44-9, Paragraph 6 of the "Guidelines for the Handling of Stock Affairs of Publicly Issued Companies" occurs, it does not need to be applied. (Article 7-1 and Article 23).

A comparison chart on the amendment to the Company’s Rules for Procedure of Shareholders' Meeting can be found below (please refer to Appendix 8 on p.79~p.110 of this Handbook for the full text before amended and the full amended version)

Resolution:

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Comparison Chart :
Amendment of the Rules for Procedure of Shareholders' Meeting of E.SUN FHC

After amended	Before amended	Explanation
Article 3 (Convening shareholders meetings and shareholders meeting notices)
The Company’s shareholders’ meetings shall, unless otherwise provided for in applicable laws and regulations, be convened by the Board of Directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders’ meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders’ meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The background and details of the notice to convene a Meeting of Shareholders, the proxy form, the proposals to be acknowledged or discussed, and the list of directors to be elected or dismissed, shareholders meeting agenda and supplemental meeting materials shall be prepared in electronic format and sent to the Market Observation Post System not later than 30 days prior to the scheduled meeting date for a general meeting and 15 days for an extraordinary meeting. The agenda and	Article 3 (Convening shareholders meetings and shareholders meeting notices)
The Company’s shareholders’ meetings shall, unless otherwise provided for in applicable laws and regulations, be convened by the Board of Directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The background and details of the notice to convene a Meeting of Shareholders, the proxy form, the proposals to be acknowledged or discussed, and the list of directors to be elected or dismissed, shareholders meeting agenda and supplemental meeting materials shall be prepared in electronic format and sent to the Market Observation Post System not later than 30 days prior to the scheduled meeting date for a general meeting and 15 days for an extraordinary meeting. The agenda and	Since the company held a video shareholders’ meeting, shareholders could not attend the physical meeting and could only participate in the shareholders’ meeting via video. This placed many restrictions on the rights and interests of shareholders. In order to protect the rights and interests of shareholders, a second paragraph was added to specify that unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders’ meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore,

29 -

After amended	Before amended	Explanation
supplemental documents for an upcoming shareholders meeting shall be made readily available to shareholders and displayed at the company not later than 15 days prior to the scheduled meeting date.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

I. For physical shareholders meetings, to be distributed on-site at the meeting.

II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The cause(s) or subject(s) of a shareholders’ meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining prior consent from the recipient(s) thereof.

Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for ceasing the Company’s status as a pubic company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Article 185, paragraph 1 hereof shall be itemized in the causes or subjects to be listed in the notice to convene a shareholders’ meeting, and shall not be brought up as | supplemental documents for an upcoming shareholders meeting shall be made readily available to shareholders and displayed at the company not later than 15 days prior to the scheduled meeting date.

I. For physical shareholders meetings, to be distributed on-site at the meeting.

II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for ceasing the Company’s status as a pubic company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Article 185, paragraph 1 hereof shall be itemized in the causes or subjects to be listed in the notice to convene a shareholders’ meeting, and shall not be brought up as | convening of a virtual-only shareholders’ meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. |

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After amended	Before amended	Explanation
extemporary motions.
Where the cause(s) of a shareholders meeting already includes a re-election of directors and states the effective date for the appointment, the effective date cannot be changed by extemporary motion or any other means in the same meeting after the re-election is completed.	extemporary motions.
Where the cause(s) of a shareholders meeting already includes a re-election of directors and states the effective date for the appointment, the effective date cannot be changed by extemporary motion or any other means in the same meeting after the re-election is completed.
Article 7-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
i. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the	Article 7-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
i. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
ii. Shareholders not having registered to attend the	1.Considering that shareholders can only participate in shareholders' meetings via video conference, in order to provide appropriate alternative measures for shareholders who have difficulty participating in shareholders' meetings via video conference and to assist them in using online devices to participate in shareholders' meetings, the second half of the third paragraph is added to specify that when a company convenes a

31 -

After amended	Before amended	Explanation
meeting will resume.
ii. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
iii. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
iv. Actions to be taken if the	affected virtual shareholders meeting shall not attend the postponed or resumed session.
iii. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
iv. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative	shareholders' meeting via video conference, it shall at least provide the online devices and venues used by shareholders to participate in previous meetings and assign relevant personnel on the spot to provide necessary assistance to shareholders. In addition, the notice of convening the shareholders' meeting shall specify the period during which shareholders may submit applications to the company and other relevant matters that should be noted.
2. In addition, if the provisions of Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of

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After amended	Before amended	Explanation
outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.	measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.	Public Companies occur, due to natural disasters, incidents or other force majeure events, if the Ministry of Economic Affairs announces that a company may hold a shareholders' meeting by video conference for a certain period of time without the provisions of the articles of association, it is necessary to provide relevant necessary supporting measures depending on the circumstances at the time. Therefore, a waiver is added to Paragraph 3 to specify that if the circumstances specified in Article 44-9, Paragraph 6 occur, the second half of

33 -

After amended	Before amended	Explanation
		Paragraph 3 does not need to apply.
Article 23 (Handling of digital divide)
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.	Article 23 (Handling of digital divide)
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.	The reasons for amendment are the same as those for Article 7-1.
Article 25
These Rules were formulated on December 10, 2001.
Amended for the first time at the shareholders' meeting on June 28, 2011.
Amended for the second time at the shareholders' meeting on June 22, 2012.
Amended for the third time at the shareholders' meeting on June 12, 2015
Amended for the fourth time at the shareholders' meeting on June 14, 2019.
Amended for the fifth time at the shareholders' meeting on June 12, 2020.
Amended for the sixth time at the shareholders' meeting on June 11, 2021.
Amended for the seventh time at the shareholders' meeting on June 17, 2022.
Amended for the eighth time at the shareholders' meeting on June 13, 2025.	Article 25
These Rules were formulated on December 10, 2001.
Amended for the first time at the shareholders' meeting on June 28, 2011.
Amended for the second time at the shareholders' meeting on June 22, 2012.
Amended for the third time at the shareholders' meeting on June 12, 2015
Amended for the fourth time at the shareholders' meeting on June 14, 2019.
Amended for the fifth time at the shareholders' meeting on June 12, 2020.
Amended for the sixth time at the shareholders' meeting on June 11, 2021.
Amended for the seventh time at the shareholders' meeting on June 17, 2022.	The date of amendment is amended.

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V. Extempore motion

(The Handbook is available in Chinese and in English. If there is any discrepancy between Chinese and English version, the Chinese version shall govern.)

35 -

VI. Appendices

E.SUN Financial Holding Company 1st Unsecured Corporate Bonds in 2025 Term Sheet
Remuneration of directors in 2024
The transactions in which the company acquires right-of-use asset from related parties
Business report
Financial Statements of fiscal 2024
Articles of Incorporation
Procedure for Engaging in Derivatives Trading
The Rules for Procedure of Shareholders' Meeting
Shareholdings of members of the 8th Board of Directors
36 -

E.SUN Financial Holding Company
1st Unsecured Corporate Bonds in 2025
Term Sheet

E.SUN Financial Holding Co., Ltd. (the "Issuer") issues Corporate Bonds in accordance with the letter, dated 16 October 2023, issued by R.O.C. Taipei Exchange (Ref. No.: 1120231285). It is issuance condition as follows :

Bond name : 1st Unsecured Corporate Bonds of E.SUN FHC in 2025 (the "Notes").
Issue amount : NT$2,000,000,000
Face value : NT$10,000,000
Issue price : 100% face value.
Issue period : 5 years (2025/01/13~2030/01/13)
Issue coupon/interest rate : Annual fixed rate of 1.92%
Coupon Payment method: Every 1 year starting 1 year from Issue Date, to and including Maturity Date. For every NT$10,000,000, the interest payment shall be calculated and rounded to integer. The interest amount shall be based on the company's calculation. If the maturity date or interest payment date is non-business date, the principal and interest will be paid on the next business day, and no additional interest will be paid. In addition, if the bondholders defer to receive the payment, no interest will be paid during the overdue period.
Matured type : The principal is fully paid at the maturity day.
Bond type : The Notes would be issued by non-physical type and registered at Taiwan Depository & Clearing Corporation ("TDCC").
Trustees for the bonds : The issuer appoints Trust Department of Hua Nan Commercial Bank Co., Ltd. as trustees to audit and supervise the issuer executing obligations of corporate bond issuance for bondholders' benefit. All the bondholders, whether it is subscribed at primary or secondary market, agree to the rights and obligations of the trustee under the Trustee Agreement and grant the full authority of the relevant trustee. The authorization couldn't be withdrawn during the issue period. As for the content of the Trustee Agreement, the bondholders could access to the information at issuer's and trustee's business office at any time during the specified business hours.
Guarantor(s) for the issue : None.
Institution serving as agent for payment of the principal and interest : Issuer appoints Head Office Business Division of E.SUN Commercial Bank, Ltd. as payment of the principal and interest. On each interest payment date, the appointed institution would withhold the income tax according to the Income Tax Act, and arrange the payment of interest and principal in accordance with list of bond holders provided by TDCC.
37 -
Underwriting method: Public offering by underwriters. The lead manager is E.SUN Commercial Bank, Ltd.
Inform method: Regarding to the matters that issuer shall inform the bondholders, except as otherwise provided by the Act, those information shall be disclosed on the Market Observation Post System ("MOPS") and be processed in accordance with the announcement.
Selling Restriction: Only "professional investors" as defined under the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds. But a natural person is not included.
Other matters:
(1) The Issuer rating is twAA- from Taiwan Ratings (Issuer rating date: 2024/08/13). The noteholders should be wariness about the risk of the Notes itself since the Issuer won't appoint any rating agency to give rating for the Notes.
(2) Payment Rank: The noteholders of the Notes have the same payment rank as the Issuer's unsecured debt holders.
(3) To facilitate the bond transaction in the secondary market, the issuer shall apply for the bond listing at Taipei Exchange ("TPEx").
For others not covered by the Term Sheet shall be governed by the relevant regulations of The Competent Authority.
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Remuneration of directors in 2024

The Company decides on director remuneration in accordance with its Articles of Incorporation and the E.SUN FHC Rules for Director Remuneration. All remuneration proposals are presented to the Remuneration Committee for review before board approval is sought.

Linking director remuneration to business performance in tandem with related policy, the Company takes an overall look at the total amount of such remuneration, way of payment, and future risks. The Company caps the growth rate in director remuneration for any given year at that recorded a year earlier in the event of a substantial net profit decline. To establish a mechanism for better linking director remuneration to personal performance and the Bank's future risks, specific ratios are set for a number of "personal performance" indicators that weigh on director remuneration. Also clearly spelled out is the provision that the Board of Directors may resolve to cut back or recover director remuneration if any director is determined to have been involved in a moral hazard event or otherwise undermined the Company's public image and reputation. On January 22, 2021, the Company decided that director remuneration shall be withheld if any director concurrently holds managerial positions at the Company and its subsidiaries; this was put into force from the distribution of director remuneration for 2020.

The Company's 2024 remuneration ranges for inside and independent directors are as follows:

Unit: NT$

Bracket	Name of Directors
	Total Remuneration of Directors		Total Remuneration of Directors Concurrently Serving as Employees
	The Company	Companies in consolidated financial statements	The Company	Companies in consolidated financial statements
Under NT$1,000,000	Mao-Chin Chen, Lung-Cheng Lin	Mao-Chin Chen, Lung-Cheng Lin	Lung-Cheng Lin
NT$1,000,000 (inclusive)-NT$2,000,000 (not inclusive)
NT$2,000,000 (inclusive)-NT$3,500,000 (not inclusive)
NT$3,500,000 (inclusive)-NT$5,000,000 (not inclusive)

Bracket	Name of Directors
	Total Remuneration of Directors		Total Remuneration of Directors Concurrently Serving as Employees
	The Company	Companies in consolidated financial statements	The Company	Companies in consolidated financial statements
NT$5,000,000 (inclusive)-
NT$10,000,000 (not inclusive)	Hsin Tung Yang Co., Ltd.
(Representative Jackson Mai),
Fu-Yuan Investment Co., Ltd.
(Representative Wei-Han Chen)
Shang Li Car Co., Ltd.
(Representative Chien-Li Wu)
Magi Chen
Independent Director
Chun-Yao Huang,
Independent Director
Ying-Hsin Tsai,
Independent Director
Hung-Chang Chiu,
Independent Director
Ruey-Lin Hsiao	Hsin Tung Yang Co., Ltd.
(Representative Jackson Mai),
Fu-Yuan Investment Co., Ltd.
(Representative Wei-Han Chen)
Shang Li Car Co., Ltd.
(Representative Chien-Li Wu)
Magi Chen
Independent Director
Chun-Yao Huang,
Independent Director
Ying-Hsin Tsai,
Independent Director
Hung-Chang Chiu,
Independent Director
Ruey-Lin Hsiao	Hsin Tung Yang Co., Ltd.
(Representative Jackson Mai),
Fu-Yuan Investment Co., Ltd.
(Representative Wei-Han Chen)
Shang Li Car Co., Ltd.
(Representative Chien-Li Wu)
Magi Chen
Independent Director
Chun-Yao Huang,
Independent Director
Ying-Hsin Tsai,
Independent Director
Hung-Chang Chiu,
Independent Director
Ruey-Lin Hsiao	Hsin Tung Yang Co., Ltd.
(Representative Jackson Mai),
Fu-Yuan Investment Co., Ltd.
(Representative Wei-Han Chen)
Shang Li Car Co., Ltd.
(Representative Chien-Li Wu)
Magi Chen
Independent Director
Chun-Yao Huang,
Independent Director
Ying-Hsin Tsai,
Independent Director
Hung-Chang Chiu,
Independent Director
Ruey-Lin Hsiao
NT$10,000,000 (inclusive)-
NT$15,000,000 (not inclusive)	Independent Director
Ryh-Yan Chang	Independent Director
Ryh-Yan Chang	Independent Director
Ryh-Yan Chang	Independent Director
Ryh-Yan Chang
NT$15,000,000 (inclusive)-
NT$30,000,000 (not inclusive)	E.SUN Culture and Education Foundation
(Representative Joseph N. C. Huang)	E.SUN Culture and Education Foundation
(Representative Joseph N. C. Huang)	E.SUN Culture and Education Foundation
(Representative Joseph N. C. Huang),
Mao-Chin Chen	E.SUN Culture and Education Foundation
(Representative Joseph N. C. Huang),
Mao-Chin Chen,
Lung-Cheng Lin
NT$30,000,000 (inclusive)-
NT$50,000,000 (not inclusive)
NT$50,000,000 (inclusive)-
NT$100,000,000 (not inclusive)
Over
NT$100,000,000
Total	12	12	12	12

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The transactions in which the company acquires right-of-use asset from related parties

The following are the transactions in which the company acquires right-of-use asset from related parties:

Project	Transaction content
Real estate Right-of-use asset	Lease 13 floor., No. 5, Yongsui St., Zhongzheng Dist., Taipei City, Taiwan (R.O.C.) and one warehousing parking space, 87.6 ping.
Date of the board of directors resolution.	113/03/15 The 9th directors resolution of the 8th session.
The purpose, necessity, and expected benefits of acquiring or disposing of assets.	The use of office for auditing department.
The reason for choosing the related party as trading counterparty.	Due to the location of the site in the city center, it is convenient to visit various subsidiaries for inspections. It is also close to Taipei Main Station, benefiting from the integration of three transit systems. The Ximen MRT station is only a 3-minute walk away, providing excellent transportation advantages.
Acquiring real estate or right-of-use asset from related party shall evaluate the reasonableness of the proposed transaction terms in accordance with the provisions of Articles 13 and 14, along with relevant data.	N.A.
The original acquisition date and price by the related party, the transaction counterpart, and their relationship with the company and the related party.	Original acquisition date (ownership certificate acquisition date): 2002/03/25. Price (accounting costs): NT$392,580,488(tax included, the same hereinafter). Transaction objects and their relationships with the company and related party: N.A.(E.SUN Bank Build by itself)
Prediction table of the cash income and expenses for each month over the next year starting from the expected contract signing month, along with an evaluation of the necessity of the transaction and the reasonableness of the fund utilization.	The company's prediction table of the cash income and expenses for each month in the next year, please refer to Schedule 1.
The professional real estate appraisal report or opinion of the CPA by the above regulation.	Compared to Rent and the report(tax excluded)from Repro International Appraisals, the transaction terms are not more favorable than those offered to other comparable parties, after calculating the unit price per ping multiplied by the rental area and adding the tax amount.
The amount of right-of-use asset.	NT$6,862,521
Restrictions and other important stipulations of the transaction.	The monthly rentals: NT$118,654. The lease term starts from 2024/4/1 to 2029/3/31, both parties previously signed early termination of leasing contract about the house located at basement first floor., No. 77, Sec. 1, Wuchang St., Zhongzheng Dist., Taipei City, Taiwan (R.O.C.) on 2023/06/16.

【Schedule 1】

E.SUN FINANCIAL HOLDING COMPANY,LTD.
Prediction table of the cash income and expenses
2024/03-2025/02

Unit: Thousands of NT Dollars

Number	Project	2024/03	2024/04	2024/05	2024/06	2024/07	2024/08	2024/09	2024/10	2024/11	2024/12	2025/01	2025/02
1	Opening cash balance	2,720,993	3,899,726	2,878,361	2,846,996	2,832,067	18,163,119	5,080,525	5,059,160	4,990,212	9,913,947	9,899,018	4,847,825
2	Addition : non-financing income	0	0	0	6,436	0	1,161,437	0	0	0	6,436	0	0
3	Subtraction : non-financing expenditure	21,267	21,365	31,365	21,365	21,365	14,244,031	21,365	21,365	76,265	21,365	21,365	21,365
4	Finance net	1,200,000	(1,000,000)	0	0	15,352,417	0	0	(47,583)	5,000,000	0	(5,029,828)	5,000,000
5	Ending cash balance	3,899,726	2,878,361	2,846,996	2,832,067	18,163,119	5,080,525	5,059,160	4,990,212	9,913,947	9,899,018	4,847,825	9,826,460

Project	Transaction content
Real estate
Right-of-use asset	Part of the 1 floor., No. 115, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City, Taiwan (R.O.C.) and 14 floor., No. 117, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City, Taiwan (R.O.C.)
Date of the board of directors resolution.	113/11/08
The 16th directors resolution of the 8^{th} session.
The purpose, necessity, and expected benefits of acquiring or disposing of assets.	The use of office for finance holding company.
The reason for choosing the related party as trading counterparty.	Due to the site is located in the same building as the headquarters of E.SUN Bank, it facilitates the handling of financial holding related business. Additionally, the need to discuss operational matters is frequent, providing the advantage of a convenient office space location.
Acquiring real estate or right-of-use asset from related party shall evaluate the reasonableness of the proposed transaction terms in accordance with the provisions of Articles 13 and 14, along with relevant data.	N.A.
The original acquisition date and price by the related party, the transaction counterpart, and their relationship with the company and the related party.	Original acquisition date (ownership certificate acquisition date): 2004/01/08.
Price (accounting costs): NT$4,329,296,645 (tax included, the same hereinafter).
Transaction objects and their relationships with the company and related party: transaction object is Walsin Singapore Pte. Ltd., it’s not stakeholder and substantive related party with E.SUN FHC and related party.
Prediction table of the cash income and expenses for each month over the next year starting from the expected contract signing month, along with an evaluation of the necessity of the transaction and the reasonableness of the fund utilization.	The company’s prediction table of the cash income and expenses for each month in the next year, please refer to Schedule.
The professional real estate appraisal report or opinion of the CPA by the above regulation.	Compared to Rent and the report(tax excluded)from Cushman & Wakefield Real Estate Appraiser Office, the transaction terms are not more favorable than those offered to other comparable parties, after calculating the unit price per ping multiplied by the rental area and adding the tax amount.
The amount of right-of-use asset.	NT$24,786,171
Restrictions and other important stipulations of the transaction.	The monthly rentals: NT$986,147 (1 floor., No. 115: NT$171,255 and 14 floor., No. 117: NT$814,892).
The lease term starts from 2025/1/1 to 2029/12/31.

43 -

【Schedule】

E.SUN FINANCIAL HOLDING COMPANY,LTD.
Prediction table of the cash income and expenses
2024/11-2025/10

Unit: Thousands of NT Dollars

Number	Project	2024/11	2024/12	2025/01	2025/02	2025/03	2025/04	2025/05	2025/06	2025/07	2025/08	2025/09	2025/10
1	Opening cash balance	3,580,990	3,478,187	3,447,583	3,423,824	3,360,752	3,273,153	3,252,674	9,222,195	9,209,082	9,188,603	3,240,709	3,220,230
2	Addition : non-financing income	0	7,366	0	0	0	0	6,000,000	7,366	0	1,180,941	0	0
3	Subtraction : non-financing expenditure	74,900	20,000	20,479	20,479	84,319	20,479	30,479	20,479	20,479	18,128,835	20,479	57,439
4	Finance net	(27,903)	(17,970)	(3,280)	(42,593)	(3,280)	0	0	0	0	11,000,000	0	0
5	Ending cash balance	3,478,187	3,447,583	3,423,824	3,360,752	3,273,153	3,252,674	9,222,195	9,209,082	9,188,603	3,240,709	3,220,230	3,162,791

Business Report

Dear Shareholders :

In 2024, the global economy experienced moderate growth, with a GDP growth rate of 3.2%. Benefiting from the easing of inflation in various countries, the recovery of end-user demand, and the booming development of the AI and ICT industry, developed economies such as Europe and the United States saw steady growth in both consumer and employment markets.

Taiwan, in particular, benefited from the rapid rise of the AI industry and the rebound in global end-user demand. Its total exports in 2024 reached US$475.1 billion, a year-on-year increase of 9.9%, the second-highest in history. Corporate investment and private consumption also steadily recovered, resulting in an impressive GDP growth rate of 4.3%. This was not only the highest in nearly three years but also propelled Taiwan back to the top of the Four Asian Tigers, showcasing a remarkable economic performance.

Looking ahead to 2025, the return of Donald Trump to the White House and his policies on tariffs, immigration, and climate change will influence the development of global politics, economy, and international relations, further intensifying global economic uncertainty. This could significantly impact export-oriented economies like Taiwan. Fortunately, the continued strong momentum in industries such as semiconductors, AI, new energy vehicles, and robotics, with the semiconductor industry playing a leading role, and the vast green business opportunities inherent in renewable energy, will inject a strong boost into Taiwan's economy.

With central banks in Europe and the United States poised for interest rate cuts, post-war and post-disaster economic reconstruction efforts, and China's increased policy stimulus, traditional industries such as cement, petrochemicals, and steel are expected to see a recovery. Overall, the global economic outlook for 2025 remains positive, but risks and opportunities coexist, requiring careful consideration and response.

In the face of geopolitical issues, trade protectionism, and climate change, 2025 will test the wisdom of both nations and enterprises in their management. Confronting future changes, we believe that adhering to our core business philosophy and values, and fulfilling a clear corporate vision, will undoubtedly guide our enterprise to overcome challenges and demonstrate operational resilience. Since its establishment in 1992, E.SUN Bank has set its vision to "become a world-class corporate citizen," aspiring to be the best-performing and most respected enterprise.

In recent years, E.SUN has continued to expand its Asian footprint and promote a dual transformation in sustainability and technology. Besides collaborating with like-minded enterprises to jointly achieve net-zero carbon emissions, we have also leveraged emerging technologies such as AI and cloud computing to build financial operational resilience and provide customers with a better and smoother service experience.

45 -

Continuously Scaling New Heights, Pursuing Perpetual Excellence

E.SUN focuses on its core financial business, with "nurturing talent, establishing procedures, and developing information technology" as its three pillars. Over the past three decades, we have steadily driven the growth of various businesses, demonstrating outstanding comprehensive performance. In terms of financial indicators, E.SUN FHC's net revenue reached NT$76.15 billion and net profit after tax reached NT$26.13 billion, both record highs, with a year-on-year growth of 20.26%. EPS stood at NT$1.63, ROA at 0.68%, ROE at 10.68% and the capital adequacy ratio at 132.66%. Subsidiaries E.SUN Bank, E.SUN Securities, and E.SUN Venture Capital recorded net profits after tax of NT$24.55 billion, NT$2.177 billion and NT$(0.256) billion respectively. The ROEs for the Bank and Securities were 10.05% and 25.91%, respectively, with Securities achieving the top ROE among securities firms under financial holding companies in Taiwan, demonstrating strong overall performance.

In terms of business indicators, the FHC's total assets grew steadily, reaching NT$4.07 trillion. At the end of 2024, E.SUN Bank's total deposits reached NT$3.34 trillion, a growth of 10.73%, including foreign currency deposits equivalent to NT$1.15 trillion. Total loans amounted to NT$2.34 trillion, a growth of 12.08%. Net fee income from wealth management was NT$13.50 billion, a growth of 44.8%. Securities' brokerage market share was 1.81%, margin financing market share was 2.70%, and we underwrote or co-underwrote 44 cases. Asset quality remained strong in the long term, with a non-performing loan ratio of 0.14% and a loan loss coverage ratio of 868.88%.

In international major assessments, E.SUN FHC has been included in the "Dow Jones Sustainability Emerging Markets Index" (DJSI) for the 11th consecutive year and the "Dow Jones Sustainability World Index" for the 9th time. We also achieved the highest MSCI ESG rating of AAA for the 3rd consecutive year, consistently ranking among the top 5% of global banks for the 6th consecutive year, setting the best record in Taiwan's financial industry.

Among major domestic awards, we not only retained the championship in the large enterprise group of the "CommonWealth Magazine Corporate Sustainability Awards" and the top prize in the Vision "ESG Corporate Sustainability Awards" but also won 8 major awards at the "Top Taiwan Financial Awards," known as the Oscars of the financial industry. Our cumulative achievement of 26 Grand Prizes and 15 Excellent Prizes far surpasses our financial peers, demonstrating that E.SUN's comprehensive performance has been highly recognized both domestically and internationally.

Expanding the FHC Footprint, Becoming E.SUN of Asia

Management guru Peter Drucker once said, "The best way to predict the future is to create it." Precise strategy and efficient execution are the decisive factors for the success of an enterprise. In its fourth decade, E.SUN, with risk management as its core, continues to strengthen its three core advantages: "professional

46 -

leadership, service excellence, and customer trust," and focuses on four key development strategies: "expanding the FHC footprint, expanding the banking footprint, dual transformation in technology and sustainability, and cultivating the next generation of leadership."

The essence of the financial industry is a service business that meets customer needs. Therefore, E.SUN's core advantages must be built upon a customer-centric framework. Immediately grasping market trends and responding to customer expectations by providing innovative, fast, and valuable solutions is the embodiment of professional leadership. Creating simple, smooth, and thoughtful service processes, being people-oriented, and providing customers with a good experience across both physical and digital channels are key to service excellence. Ultimately, customers will be willing to build long-term partnerships with E.SUN and even recommend their families and friends to us because of our financial expertise and high-quality service, and this is customer trust.

In terms of expanding the FHC footprint, E.SUN has grown to its current scale through organic growth, strategic alliances, and prudent mergers and acquisitions. E.SUN FHC's assets have not only exceeded NT$4 trillion, but its market capitalization also ranks among the top 20 listed companies in Taiwan. In addition to the steady growth of the Bank, the Securities business must also develop into the second growth engine of the FHC. Looking ahead, in response to the government's "Asia Asset Management Center" policy and the Taiwan insurance industry's adoption of IFRS 17 and ICS 2.0 regulations, E.SUN will also carefully evaluate mergers and acquisitions or strategic cooperation in the securities, investment trust, and insurance businesses to build a complete FHC footprint.

In terms of expanding the banking footprint, E.SUN Bank's goal for its fourth decade is to become a distinctive regional bank, with overseas expansion and high-end customer management being top priorities. E.SUN Bank's overseas branches and subsidiaries achieved a record high pretax profit exceeding NT$10 billion for the first time in 2024. With the successive openings of the Kuala Lumpur Rep. Office and the Kumamoto Sub-branch in 2024, E.SUN Bank currently has 33 operational sites in 11 countries and regions. The Financial Supervisory Commission has also approved E.SUN's application of the Dallas Rep. Office in the United States, the Toronto Branch in Canada, and the Mumbai Branch in India. E.SUN will continue to improve its Asia-Pacific development, build a cross-border financial platform, and become the best backing for customers venturing overseas.

In high-end customer management, E.SUN has recruited top private banking teams in Asia, established an offshore private banking division, and is preparing for private banking operations in Singapore and Hong Kong. Coupled with the domestic cultivation of high-net-worth clients under Wealth Management 2.0, we hope to connect the wealth management platforms in Taiwan, Hong Kong, and Singapore to provide customers with comprehensive wealth management advisory services and become the preferred private bank for high-end clients both domestically and internationally.

47 -

In terms of technology and green transformation, E.SUN is actively investing in digital transformation and technological innovation. Currently, our technology team exceeds 1,300 people, focusing on three key areas: data application, cloud technology, and AI empowerment. In addition to refining existing information infrastructure and optimizing service quality and efficiency, we continue to explore the possibilities of applying emerging technologies, striving to bring customers a simpler and more thoughtful service experience.

In terms of ESG sustainable development, E.SUN FHC served as the second-term chair of the "Sustainable Finance Pioneers Alliance," assisting the regulatory authorities in promoting the decarbonization and transformation of the financial industry. We also held the ESG Sustainability Initiative for the fourth consecutive year, inviting over a hundred domestic and foreign outstanding enterprises and medical institutions to participate and jointly commit to concrete carbon reduction actions. At the same time, we participated in the United Nations Climate Change Conference (COP) and the World Climate Summit (WCS) for the third consecutive year, absorbing new international sustainability knowledge and sharing Taiwan's financial industry best practices to align with international standards and exert a positive sustainable influence.

Adhering to the core spirit of "nurturing talent first, then operating the business," E.SUN is led by professional managers to cultivate financial talents with professional knowledge, humanistic literacy, and sustainable thinking. Succession and passing the baton are in E.SUN's DNA. Cultivating generations of talent is the responsibility of E.SUN's management team and a commitment and dedication to the land of Taiwan.

Achieving a Century-Old Enterprise, Moving Towards Evergreen Sustainability

Badminton world champion Tai Tzu-Ying once said, "It's a wonderful thing to let Taiwan be seen by the world." Named after Taiwan's highest mountain, E.SUN is committed to operating the best financial institution, striving to overcome the three great mountains of "comprehensive performance, corporate social responsibility, and sustainable development," and aspiring to become the beloved of employees, customers, and the land of Taiwan.

Facing the volatile and ever-changing landscape of 2025, turbulence and opportunity will be the main themes of the year, testing the wisdom and courage of E.SUN. The three generations of E.SUN employees will undoubtedly work even harder, continuing the original aspirations of the founders and previous managers, holding firm to their beliefs, never giving up, and moving forward proudly towards the vision of "E.SUN of Taiwan, E.SUN of the World." Finally, we would like to once again thank all shareholders for your long-term support, expectations, and encouragement towards E.SUN, and extend our deepest gratitude and best wishes.

Chairman

Joseph Huang

President

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

	2024		2023
ASSETS	Amount	%	Amount	%
CASH AND CASH EQUIVALENTS	$ 62,593,270	2	$ 67,575,304	2
DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS	265,856,363	6	194,590,834	5
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS	282,624,694	7	251,426,462	7
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME	384,646,204	9	360,384,015	10
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST	484,231,582	12	475,610,677	13
FINANCIAL ASSETS FOR HEDGING. NET	81,705	-	1,583	-
SECURITIES PURCHASED UNDER RESELL AGREEMENTS	29,266,642	1	8,097,297	-
RECEIVABLES. NET	157,731,477	4	141,356,313	4
CURRENT TAX ASSETS	418,276	-	34,717	-
DISCOUNTS AND LOANS. NET	2,311,873,258	57	2,063,180,999	57
OTHER FINANCIAL ASSETS. NET	11,603,150	-	5,443,226	-
INVESTMENT PROPERTIES. NET	1,331,490	-	1,752,737	-
PROPERTIES AND EQUIPMENT. NET	34,419,584	1	34,665,848	1
RIGHT-OF-USE ASSETS. NET	7,195,102	-	7,342,717	-
INTANGIBLE ASSETS. NET	6,612,127	-	6,284,027	-
DEFERRED TAX ASSETS	3,187,118	-	3,204,981	-
OTHER ASSETS. NET	24,565,535	1	17,545,763	1
TOTAL	$ 4,068,237,577	100	$ 3,638,497,500	100
LIABILITIES AND EQUITY
DEPOSITS FROM THE CENTRAL BANK AND OTHER BANKS	$ 80,524,089	2	$ 45,468,695	1
FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS	92,053,439	3	87,559,558	3
FINANCIAL LIABILITIES FOR HEDGING. NET	79,543	-	188,495	-
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS	38,258,144	1	24,678,722	1
COMMERCIAL PAPER ISSUED. NET	24,706,650	1	9,091,916	-
PAYABLES	49,545,944	1	43,078,614	1
CURRENT TAX LIABILITIES	2,848,292	-	2,178,297	-
DEPOSITS AND REMITTANCES	3,344,612,917	82	3,021,047,051	83
BONDS PAYABLE	47,450,000	1	48,250,000	2
OTHER BORROWINGS	337,737	-	382,216	-
PROVISIONS	1,035,171	-	1,104,884	-
OTHER FINANCIAL LIABILITIES	120,468,433	3	108,218,914	3
LEASE LIABILITIES	4,542,312	-	4,617,337	-
DEFERRED TAX LIABILITIES	3,228,060	-	2,366,315	-
OTHER LIABILITIES	5,072,489	-	3,842,639	-
Total liabilities	3,814,763,220	94	3,402,073,653	94
EQUITY ATTRIBUTABLE TO OWNERS OF ESFHC
Capital stock
Common stock	159,958,000	4	156,640,000	4
Capital surplus
Additional paid-in capital from share issuance in excess of par value	31,706,913	1	31,418,013	1
From treasury stock transactions	3,382,484	-	3,382,484	-
Total capital surplus	35,089,397	1	34,800,497	1
Retained earnings
Legal reserve	20,618,595	-	18,430,702	-
Special reserve	2,143,181	-	5,531,342	-
Unappropriated earnings	29,923,770	1	22,824,085	1
Total retained earnings	52,685,546	1	46,786,129	1
Other equity	5,559,039	-	11,978,946	-
Total equity attributable to owners of ESFHC	253,291,982	6	236,247,680	6
NON-CONTROLLING INTERESTS	182,375	-	176,167	-
Total equity	253,474,357	6	236,423,847	6
TOTAL	$ 4,068,237,577	100	$ 3,638,497,500	100

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2024		2023		Percentage Increase (Decrease)
	Amount	%	Amount	%	%
INTEREST REVENUE	$100,215,518	132	$ 84,436,464	127	19
INTEREST EXPENSE	(66,218,071)	(87)	(55,336,285)	(83)	20
NET INTEREST	33,997,447	45	29,100,179	44	17
NET REVENUES AND GAINS OTHER THAN INTEREST
Service fee and commission income, net	28,158,844	37	21,518,021	32	31
Gains on financial assets and liabilities at fair value through profit or loss	9,544,777	13	14,421,132	22	(34)
Realized gains on financial assets at fair value through other comprehensive income	1,825,404	2	1,254,070	2	46
Foreign exchange gains, net	1,747,564	2	192,344	-	809
Reversal of impairment losses (impairment losses) on assets	(27,227)	-	13,197	-	(306)
Other noninterest gains, net	897,736	1	196,628	-	357
Total net revenues and gains other than interest	42,147,098	55	37,595,392	56	12
TOTAL NET REVENUES	76,144,545	100	66,695,571	100	14
BAD-DEBT EXPENSES AND PROVISION FOR LOSSES ON COMMITMENTS AND GUARANTEES	(4,146,556)	(6)	(2,681,784)	(4)	55

(Continued)

50 -

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2024		2023		Percentage Increase (Decrease)
	Amount	%	Amount	%	%
OPERATING EXPENSES
Employee benefits	$(17,155,146)	(22)	$(16,544,257)	(25)	4
Depreciation and amortization	(3,763,998)	(5)	(3,889,085)	(6)	(3)
General and administrative	(18,819,506)	(25)	(17,068,434)	(25)	10
Total operating expenses	(39,738,650)	(52)	(37,501,776)	(56)	6
INCOME BEFORE INCOME TAX	32,259,339	42	26,512,011	40	22
INCOME TAX EXPENSE	(6,110,615)	(8)	(4,764,244)	(7)	28
NET INCOME FOR THE YEAR	26,148,724	34	21,747,767	33	20
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit plans	286,276	-	108,836	-	163
Changes in the fair value attributable to changes in the credit risk of financial liabilities designated as at fair value through profit or loss	451,863	1	(2,814,101)	(4)	116
Unrealized gains on investments in equity instruments at fair value through other comprehensive income	4,157,713	5	3,089,326	4	35
Income tax relating to items that will not be reclassified subsequently to profit or loss	70,943	-	(3,356)	-	2,214
Items that will not be reclassified subsequently to profit or loss, net of income tax	4,966,795	6	380,705	-	1,205

(Continued)

51 -
52 -

	2024		2023		Percentage Increase (Decrease) %
	Amount	%	Amount	%
EARNINGS PER SHARE (NEW TAIWAN DOLLARS)
Basic	$1.63		$1.38
Diluted	$1.63		$1.38
					(Concluded)

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of ESFHC

	Capital Stock		Capital Surplus	Retained Earnings			Exchange Differences on the Translation of Financial Statements of Foreign Operations	Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other Comprehensive Income	Changes in the Fair Value Attributable to Changes in the Credit Risk of Financial Liabilities Designated as at Fair Value Through Profit or Loss	Non-controlling Interests	Total Equity
	Shares (In Thousands)	Common Stock		Legal Reserve	Special Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2023	14,275,100	$ 142,751,000	$ 26,070,164	$ 16,897,898	$ 1,238,321	$ 15,336,000	$ (385,903)	$ (10,775,505)	$ 5,794,301	$ 164,678	$ 197,090,954
Appropriation of 2022 earnings
Legal reserve	-	-	-	1,532,804	-	(1,532,804)	-	-	-	-	-
Special reserve	-	-	-	-	4,293,021	(4,293,021)	-	-	-	-	-
Cash dividends	-	-	-	-	-	(2,855,020)	-	-	-	-	(2,855,020)
Stock dividends	571,000	5,710,000	-	-	-	(5,710,000)	-	-	-	-	-
Issuance of shares for cash	800,000	8,000,000	8,000,000	-	-	-	-	-	-	-	16,000,000
Issuance of common stock from employees' compensation	17,900	179,000	275,660	-	-	-	-	-	-	-	454,660
Share-based payment for the subscription of new shares by employees	-	-	454,673	-	-	(2,139)	-	-	-	2,139	454,673
Cash dividends distributed by subsidiary	-	-	-	-	-	-	-	-	-	(12,933)	(12,933)
Disposals of investments in equity instruments at fair value through other comprehensive income	-	-	-	-	-	47,252	-	(47,252)	-	-	-
Net income for the year ended December 31, 2023	-	-	-	-	-	21,726,249	-	-	-	21,518	21,747,767
Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax	-	-	-	-	-	107,568	(395,170)	6,644,684	(2,814,101)	765	3,543,746
Total comprehensive income (loss) for the year ended December 31, 2023	-	-	-	-	-	21,833,817	(395,170)	6,644,684	(2,814,101)	22,283	25,291,513
BALANCE AT DECEMBER 31, 2023	15,664,000	156,640,000	34,800,497	18,430,702	5,531,342	22,824,085	(781,073)	(4,178,073)	2,980,200	176,167	236,423,847
Appropriation of 2023 earnings
Legal reserve	-	-	-	2,187,893	-	(2,187,893)	-	-	-	-	-
Cash dividends	-	-	-	-	-	(18,796,800)	-	-	-	-	(18,796,800)
Stock dividends	313,800	3,138,000	-	-	-	(3,138,000)	-	-	-	-	-
Reversal of special reserve	-	-	-	-	(3,388,161)	3,388,161	-	-	-	-	-
Issuance of common stock from employees' compensation	18,000	180,000	288,900	-	-	-	-	-	-	-	468,900
Cash dividends distributed by subsidiary	-	-	-	-	-	-	-	-	-	(16,167)	(16,167)
Disposals of investments in equity instruments at fair value through other comprehensive income	-	-	-	-	-	1,431,018	-	(1,431,018)	-	-	-
Transfer of changes in the fair value attributable to changes in the credit risk of financial liabilities designated as at fair value through profit or loss upon derecognition	-	-	-	-	-	(9,100)	-	-	9,100	-	-
Net income for the year ended December 31, 2024	-	-	-	-	-	26,127,505	-	-	-	21,219	26,148,724
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	-	284,794	2,402,850	6,105,190	451,863	1,156	9,245,853
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	-	26,412,299	2,402,850	6,105,190	451,863	22,375	35,394,577
BALANCE AT DECEMBER 31, 2024	15,995,800	$ 159,958,000	$ 35,089,397	$ 20,618,595	$ 2,143,181	$ 29,923,770	$ 1,621,777	$ 496,099	$ 3,441,163	$ 182,375	$ 253,474,357

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)

	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 32,259,339	$ 26,512,011
Adjustments for:
Depreciation expenses	3,178,355	3,182,130
Amortization expenses	585,643	706,955
Expected credit losses/bad-debt expenses	4,178,003	2,753,486
Gains on financial assets and liabilities at fair value through profit or loss	(9,544,777)	(14,421,132)
Interest expense	66,218,071	55,336,285
Interest revenue	(100,215,518)	(84,436,464)
Dividend income	(1,163,564)	(1,010,347)
Provision for losses on guarantees	(4,239)	(71,403)
Salary expenses on share-based payments	784,077	1,110,295
Losses on disposal of properties and equipment	12,753	927
Gains on disposal of investment properties	(619,357)	-
Gains on disposal of investments	(661,840)	(243,723)
Others	115,192	(29,922)
Net changes in operating assets and liabilities
Due from the Central Bank and call loans to other banks	(48,678,205)	(23,658,881)
Financial assets at fair value through profit or loss	22,044,415	125,770,398
Financial assets at fair value through other comprehensive income	(7,353,114)	(5,994,475)
Investments in debt instruments at amortized cost	(4,872,632)	(74,061,896)
Receivables	(13,796,139)	(11,625,235)
Discounts and loans	(251,208,463)	(131,798,420)
Other financial assets	(6,159,924)	(492,952)
Other assets	(971,883)	(29,180)
Deposits from the Central Bank and other banks	35,055,394	(27,045,739)
Financial liabilities at fair value through profit or loss	(41,840,100)	(10,546,451)
Securities sold under repurchase agreements	13,579,422	6,183,427
Payables	4,272,040	2,746,843
Deposits and remittances	323,565,866	118,447,645
Provision for employee benefits	47	54
Other financial liabilities	9,979,053	13,664,838
Other liabilities	1,183,833	(390,011)
Cash generated from (used in) operations	29,921,748	(29,440,937)
Interest received	99,781,893	83,955,132
Dividends received	1,285,513	1,149,238
Interest paid	(65,673,290)	(53,788,120)
Income tax paid	(6,021,732)	(4,330,355)
Net cash generated from (used in) operating activities	59,294,132	(2,455,042)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)

	2024	2023
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for properties and equipment	$ (1,655,197)	$ (2,373,703)
Proceeds from disposal of properties and equipment	1,215	269
Increase in operating deposits	-	(20,000)
Increase in settlement fund	(55,931)	(1,554)
Decrease in settlement fund	29,483	7,621
Increase in refundable deposits	(5,768,396)	(3,677,574)
Payments for intangible assets	(396,556)	(360,187)
Payments for right-of-use assets	(426)	(1,800)
Disposal of investment property	721,723	-
Increase in other assets	(1,836)	(871)
Net cash used in investing activities	(7,125,921)	(6,427,799)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings	(32,118)	(3,154,872)
Increase in commercial paper issued	15,630,000	7,360,000
Proceeds from issue of corporate bonds	3,800,000	3,000,000
Repayments of corporate bonds	(4,000,000)	-
Proceeds from issue of bank debentures	2,700,000	2,900,000
Repayments of bank debentures	(3,300,000)	(1,500,000)
Repayments of long-term borrowings	(36,248)	(8,908)
Increase in financial liabilities designated at fair value through profit or loss	1,457,272	1,575,323
Decrease in financial liabilities designated at fair value through profit or loss	(2,747,927)	-
Increase in guarantee deposits received	2,270,466	-
Decrease in guarantee deposits received	-	(4,783,105)
Repayments of the principal portion of lease liabilities	(1,254,202)	(1,166,372)
Cash dividends paid	(18,796,800)	(2,855,020)
Proceeds from issuance of shares	-	16,000,000
Cash dividends paid to non-controlling interests	(16,167)	(12,933)
Net cash generated from (used in) financing activities	(4,325,724)	17,354,113
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(9,067,852)	1,117,493
NET INCREASE IN CASH AND CASH EQUIVALENTS	38,774,635	9,588,765
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	125,338,864	115,750,099
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 164,113,499	$ 125,338,864

CONSOLIDATED STATEMENTS OF CASH FLOWS

	December 31
	2024	2023
RECONCILIATIONS OF THE AMOUNTS IN THE CONSOLIDATED STATEMENTS OF CASH FLOWS WITH THE EQUIVALENT ITEMS REPORTED IN THE CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023
Cash and cash equivalents in the consolidated balance sheets	$ 62,593,270	$ 67,575,304
Due from the Central Bank and call loans to other banks in accordance with the definition of cash and cash equivalents under IAS 7 “Statement of Cash Flows”	72,253,587	49,666,263
Securities purchased under resell agreements in accordance with the definition of cash and cash equivalents under IAS 7 “Statement of Cash Flows”	29,266,642	8,097,297
Cash and cash equivalents at the end of the year	$ 164,113,499	$ 125,338,864

(Concluded)

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders

E.SUN Financial Holding Company, Ltd.

Opinion

We have audited the accompanying consolidated financial statements of E.SUN Financial Holding Company, Ltd. (ESFHC) and its subsidiaries (collectively, the "Company"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Company's consolidated financial statements for the year ended December 31, 2024 are described as follows:

Assessment of Allowance for Possible Losses on Loans

The Company is engaged principally in providing loans to customers. As of December 31, 2024, the net amount of discounts and loans of the Company represented approximately 57% of total consolidated assets, and is considered material to the consolidated financial statements as a whole. Besides assessing expected credit losses of loans in accordance with IFRS 9 “Financial Instruments”, the management of E.SUN Commercial Bank, Ltd. (E.SUN Bank), a subsidiary of ESFHC, complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations (collectively, the Regulations) when assessing classification of credit assets and recognizing allowance for possible losses. For accounting policies and relevant information about loan impairment assessment of E.SUN Bank, please refer to Notes 4, 5 and 14 to the consolidated financial statements.

We determined the assessment of allowance for possible losses on loans to be a key audit matter for the year ended December 31, 2024 because the assessment made by E.SUN Bank to assess the classification of credit assets and recognize allowance for possible losses in accordance with the Regulations involves critical estimates and judgments.

The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:

We obtained an understanding of and performed tests on the relevant internal controls in respect of E.SUN Bank’s loan impairment assessment.
We acquired the loan evaluation form used by management of E.SUN Bank and assessed the allowance for possible losses on credit assets; we tested the completeness of the loan assets.
We assessed that the loans of E.SUN Bank were classified in accordance with the definition of the Regulations.
We calculated the required provision of allowance for possible losses on loans of E.SUN Bank in order to assess whether it complied with the Regulations.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Chen-Hsiu Yang and Wei-Chun Ma.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 7, 2025

Notice to Readers

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

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

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Audit Committee Report

To: E.SUN Financial Holding Company 2025 General Shareholders’ Meeting

The Board of Directors has complied and submitted the Company’s 2024 consolidated financial statements audited by Certified Public Accountants of Deloitte & Touche, business report and statement of distribution of retained earnings to the Audit Committee. After reviewing the abovementioned statements and reports and discussing with the CPAs, the Audit Committee has found them to meet the requirements of applicable laws and regulations. This report is hereby prepared in accordance with Article 14-4 of Security and Exchange Act and Article 219 of Company Act and submitted for your approval.

Ryh-Yan Chang
Convener
Audit Committee
E.SUN Financial Holding Company

Date: March 7, 2025

The Current Version

E.SUN FINANCIAL HOLDING COMPANY, LTD.
ARTICLES OF INCORPORATION

(If there is any discrepancy between Chinese version and English version of the articles of incorporation of the Company, the Chinese version shall prevail.)

Chapter 1: GENERAL PROVISIONS

Article 1: The Company is incorporated in accordance with the provisions of Company Act, Financial Holding Company Act and other relevant laws and regulations, with the aim to increase its economic scale, achieve operating synergies, and increase competitiveness.

Article 2: The name of the Company shall be “E.SUN FINANCIAL HOLDING COMPANY, LTD.” (abbreviated to “E.SUN FHC”).

Article 3: The headquarters of the Company shall be established in Taipei City, and the Company may establish branches in other appropriate locations inside or outside Taiwan as necessary. The establishment, cancellation or alteration of branches shall be subject to resolutions of the board of directors of the Company and the approval from and registration with the competent authorities.

Article 4: The public announcements of the Company shall be published in a conspicuous place on a daily newspapers commonly circulated in the area where the headquarters of the Company is located, unless otherwise required by laws and regulations, the competent securities authorities, or regulations of the Company.

CHAPTER 2: SHARES

Article 5: The total capital amount of the Company shall be Two Hundred Billion New Taiwan Dollars (NT$200,000,000,000), divided into Twenty Billion (20,000,000,000) shares at a par value of Ten New Taiwan Dollars (NT$10) per share. The board of directors is authorized to issue such shares in installments.

Within the total amount of shares given above, the Company may conduct buybacks and issue share subscription warrants and restricted stock for employees, with the Board of Directors authorized to resolve on doing so in installments. The intended recipients shall include employees of affiliate companies who meet certain criteria.

Article 6: The share certificates of the Company shall be issued in registered form after being signed or sealed by the chairman and three (3) directors, and certified and issued in

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accordance with laws and regulations of the competent authority.

The Company may issue registered stock without printing share certificates or may print a global share certificate representing the total number of the new shares to be issued in one issuance; however, the shares shall be registered by or placed under the custody of a centralized securities custodian.

Article 7: The shareholders of the Company shall supply a specimen chop to the Company for record. Collection of dividends, bonuses or exercise of shareholders rights in writing shall be based on the said chop impressions.

Article 8: The entries in the shareholders’ roster in relation to the transfer of shares of the Company shall not be altered within sixty (60) days before an annual shareholders meeting, thirty (30) days before an extraordinary shareholders meeting, or five (5) days before the record date for distribution of dividends, bonuses or other benefits.

Article 9: Matters relating to shares of the Company shall be performed in accordance with the provisions of the Company Act, directions of the competent authorities, and other relevant laws and regulations.

CHAPTER 3: SCOPE OF BUSINESS

Article 10: The Company shall engage in: H801011 financial holding company business.

Article 11: The scope of business of the Company shall be as follows:

The Company may invest in the following businesses:

(1) Financial Holding Companies;
(2) Banking businesses;
(3) Bills finance businesses;
(4) Credit card businesses;
(5) Trust businesses;
(6) Insurance businesses;
(7) Securities businesses;
(8) Futures businesses;
(9) Venture capital businesses;
(10) Foreign financial institutions approved for investment by the competent authorities;
(11) Other businesses approved by the competent authorities as related to the financial industry.

Management of the invested business listed in the preceding paragraph.
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The Company may apply to the competent authorities for investment in businesses other than those described in Paragraph 1 above.
Other businesses approved by the competent authorities.

CHAPTER 4: SHAREHOLDERS MEETING

Article 12: The shareholders' meetings of the Company include annual meetings and extraordinary meetings:

Annual meetings shall be convened by the board of directors within six (6) months after the end of each fiscal year.
If necessary, extraordinary meetings are convened according to the Company Act.

Article 12-1 The company may hold the shareholder's meeting by video conference or other methods announced by the Ministry of Economic Affairs, R.O.C.

Article 13: Where a shareholder intends to appoint a proxy to attend a shareholders' meeting, such shareholder shall execute the proxy form prepared by the Company, specifying the scope of authority granted to the proxy, and sign or seal the proxy form. Proxy forms shall be delivered to the Company five (5) days before a shareholders' meeting. A shareholder may issue only one proxy form and appoint only one proxy. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

After the service of the proxy to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person or to exercise his/her/its voting power by way of electronic transmission, a proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

When a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed $3\%$ of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

Article 14: The shareholders' meetings shall be chaired by the chairman of the Company. Where the chairman is absent or unable to exercise his/her powers for any reason, the chairman shall designate a director to do so on his/her behalf. Whenever the chairman does not made a designation, the directors shall elect a director one (1) from amongst themselves to preside the meeting.

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Article 15: Unless otherwise provided by these Articles, or the laws and regulations, each shareholder of the Company shall be entitled to one vote for each share owned.

Juristic persons may have more than one (1) representative, but exercise of voting rights by such representative/s shall be based on the total number of shares held by the juristic person. Where there are more than two (2) representatives, they shall exercise the said voting rights jointly.

Article 16: The shareholders meeting shall have the following powers and duties:

Review and amend the articles of incorporation of the Company.
Elect directors.
Inspect statements prepared by the board of directors and reports prepared by the audit committee.
Resolutions for increase or reduction of capital.
Resolutions for distribution of profits, dividends and bonuses.
Other matters subject to resolutions of the shareholders’ meeting according to relevant laws or regulations.

Article 17: Unless otherwise provided by the Company Law, resolutions made by shareholders’ meeting shall be adopted if approved by a meeting attended by shareholders representing more than half (1/2) of total issued shares, and approved by more than half (1/2) of the voting rights present.

Where the number of shares represented by the shareholders present is less than half but those present represent one-third (1/3) or more of total number of issued shares, a tentative resolution may be passed by a majority of those present. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a shareholders' meeting within one month.

In the aforementioned shareholders meeting, if the tentative resolution is again adopted by a majority of those present who represent one-third (1/3) or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the first paragraph.

The tentative resolution referred to in the preceding two paragraphs does not apply to the election of directors, and other matters that require a special resolution according to provisions of the Company Law.

Article 18: Resolutions adopted at a shareholders meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting, and distributed to all shareholders within twenty (20) days after the meeting in accordance with the Procedural Rules Governing Shareholders' Meetings of the Company.

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CHAPTER 5: BOARD OF DIRECTORS

Article 19: The Company shall have nine (9) to thirteen (13) directors. A director shall hold office for a term of three (3) years and shall be eligible for reelection. Directors shall be elected by the shareholders meeting from persons with capacity and good morals.

The aggregate number of shares held by the aforementioned board of directors may not be lower than the minimum percentage stipulated in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

Article 19-1: Among the directors of the Company, the independent directors shall not be less than three (3) in number and not be less than one-fifth (1/5) of the total number of directors. The directors of the Company include independent directors and shall be elected with a candidate nomination system by shareholders from among those listed in the slate of director candidates. The professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to directors shall be handled in accordance with the rules promulgated by the competent authority.

Article 20: When the number of vacancies in the board of directors of the Company equals to one-third (1/3) of the total number of directors, the board of directors shall convene an extraordinary shareholders meeting within sixty (60) days to elect succeeding directors to fill the vacancies, who shall serve for the remaining part of the prevailing term.

Article 21: The chairman of the board of directors shall be elected from amongst the directors, by a board meeting attended by more than two-thirds (2/3) of directors, and approved by more than half of attending directors.

The chairman of the board of directors shall internally reside the shareholders’ meetings and the meetings of the board of directors and externally represent the Company. Where the chairman of the board of directors is absent or unable to exercise his/her powers for any reason, the chairman shall designate a director to do so on his/her behalf. Where the chairman has not made a designation, the directors shall elect one from amongst themselves an acting chairman of the board of directors.

Article 22: The board of directors shall have the following powers and duties:

Determination of significant businesses and proposals.
Proposal for increase or reduction of capital.
Decision in regard with establishment, cancellation or change of domestic or overseas branches.
Review of major contracts.
Determination of budgets and preparation of final accounts.
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Decisions for purchase, sale, lease, or disposal of significant real estate.
Proposal of profits distribution.
Appointment and dismissal of President, Deputy President, Senior Executive Vice President, General Managers and Chief Auditor.
Appoint directors and supervisors of subsidiaries.
Establishment of functional special committees.
Other powers granted by law and resolutions of the shareholders meeting.

Where a matter referred to in subparagraph 6 of the preceding paragraph is a matter stipulated in Article 185 of the Company Law, such matter shall be subject to special resolution of the shareholders meeting.

Article 23: The meetings of board of directors shall be held at least quarterly, and shall be convened by the chairman of the board of directors unless otherwise provided by Company Act.

In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than seven (7) days prior to the scheduled meeting date. In emergency circumstances, however, the meeting may be convened at any time.

The notice shall be affected by means of mail, deliver in person, fax, telex, telegram, wire, e-mail, or other forms of electronic transmission.

Except for the matters which shall be decided by the board of directors according to laws and regulations, the board of directors of the Company may authorize the chairman of the board of directors to exercise the power and authority of the board of directors during the recess of the board of directors. The authorized matters are as follows:

Appoint directors, supervisors, and authorized representatives of subsidiaries (including overseas branches, affiliates or subsidiaries).
Adjustment on the Company's organization or revision of charter of the Company.
Supervising and managing the trading of financial derivatives of the Company.
The applicable record dates for capital increase or capital reduction, cash dividends allocation, and stock subscription or allocation, etc.
Other matters authorized by the board of directors.

Article 24: The directors shall attend the meeting of the board of directors in person. Where a director is unable to attend for any reason, he/she may authorize another director to be a proxy, provided that he/she shall issue a proxy form each time and enumerate the scope of authority granted to the proxy.

A director may only serve as proxy for one (1) other director at the same time.

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Article 25: Unless otherwise provided by the Company Law, resolutions made by the meeting of board of directors shall be adopted only if approved by a meeting attended by more than half (1/2) of directors, and approved by more than half (1/2) of the directors present.

Article 26: Resolutions adopted in the meeting of the board of directors shall be recorded in the minutes of the meetings, which shall be affixed with the signature or seal of the chairman of the board of directors, and distributed to all directors within twenty (20) days after the meeting.

Minutes of the meeting of board of directors shall record the date and place of the meeting, name of the chairman, and the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting.

Minutes of the meetings of the board of directors shall be kept together with the attendance book bearing the signatures of directors present at the meetings and the proxy forms.

The distribution of minutes of the meetings in first paragraph of this article may be effected by means of electronic transmission.

Article 27: When holding a meeting of the board of directors, the Company may, as necessary for the agenda items of the meeting, notify non-director officers from relevant departments to attend the meeting as non-voting participants, and when necessary, the Company may also invite certified public accountants, attorneys, or other professionals to attend the meeting as non-voting participants.

Article 27-1: The Company may purchase liability insurance policies for directors and key employees in accordance with resolutions of the board of directors.

Following the suggestion of the compensation committee, the board of directors is authorized to determine the proportions of remuneration to the chairman and directors, according to their involvement and contribution to the operations of the Company, taking into account the standards of other firms of the same industry.

CHAPTER 6: AUDIT COMMITTEE AND FUNCTIONAL COMMITTEE

Article 28: The Company shall establish an audit committee. The audit committee shall be composed of the entire number of independent directors, and shall not be fewer than three (3) persons in number, one (1) of whom shall be convener, and at least one (1) of whom shall have accounting or financial expertise.

Article 29: The exercise of the powers and duties and other compliance matters of the audit committee shall be handled in accordance with the relevant laws and regulations or the regulations of the Company.

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Article 30: The Company may set up other functional committees under the Board of Directors, with the numbers of members and their tenures and duties and powers to be spelled out in their respective organizational regulations.

CHAPTER 7: MANAGERS

Article 31: The Company shall have a president, deputy presidents, senior executive vice presidents, a general auditor, executive vice presidents and managers, all of whom shall be appointed or discharged by resolution of the meeting of the board of directors according to Company Act, Financial Holding Company Act and related laws and regulations.

Article 32: The president shall handle all operations of the Company in accordance with resolutions of the meeting of the board of directors. The deputy presidents, senior executive vice presidents and the executive vice presidents shall assist the president.

Article 33: Where the president takes a leave or is unable to exercise his/her powers for any reason, the chairman of the board of directors may designate one (1) deputy president or senior executive vice president to exercise the powers of the president on his/her behalf.

CHAPTER 8: ACCOUNTING

Article 34: Fiscal year of the Company shall commence from January 1 to December 31 of each year.

Article 35: Upon the end of each fiscal year, the board of directors shall prepare the following accounts and statements, and submit the same to the shareholders at the annual shareholders’ meeting for recognition in accordance with relevant laws:

Business report;
Financial statements;
Proposal for distribution of profits or making up of losses.

The aforementioned final accounts shall be submitted to the competent authorities in accordance with provisions of the Company Act, Securities and Exchange Act, Financial Holding Company Act, and other relevant laws and regulations, and be publicly disclosed according to relevant laws and regulations.

Article 36: The earnings of the Company in a given year (pretax profit before distribution of employee and director compensation) shall be reserved to cover the losses accumulated from previous years. 2% to 5% of the balance from the above shall be allocated as employee compensation, while not more than 0.9% shall be allocated as director compensation.

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Recipients of employee compensation shall include employees of affiliate companies who fulfill certain criteria. Proposals of employee and director compensation distribution shall be presented to shareholders' meetings.

Article 36-1: The company adopts a residual dividend policy to continuously strengthen the financial structure and improve profitability while maintaining adequate self-owned capital. It distributes stock dividends to retain the required funds, and the remaining surplus is distributed in cash dividends.

If the final accounting shows profit, after having paid all taxes and duties, the losses accumulated in the preceding years shall be first covered before the remaining amount is appropriated as legal reserve and special reserve in accordance with the law. If necessary, a special reserve may also be appropriated. The distribution of remaining profits together with the reversal of special reserve as well as the retained earnings accumulated from previous years shall then be proposed by the board of directors and submitted for resolution at shareholders' meetings. The Company may decide the most appropriate dividend policy and distribute cash dividends and/or stock dividends according to its operating strategy and future capital planning. Cash dividends shall not be less than 10% of the total dividends. However, in the event the proposed distribution of cash dividend is lower than NT$0.1 per share, the Company may, at its sole discretion, opt to make such distribution in the form of stock dividends.

The distribution of dividends shall be conducted based on the shareholdings of shareholders as recorded in the shareholders register on the dividend distribution baseline date.

CHAPTER 9: MISCELLANEOUS

Article 37: The organization and procedural rules governing meetings of the board of directors, organizational rules, responsibilities of the board of directors and managers, the departmental responsibilities and other company regulations shall be separately determined.

Article 38: Any matters not provided for in these Articles shall be governed by Financial Holding Company Act, Company Act and other relevant laws and regulations.

Article 39: These Articles shall enter into force upon registration with the competent authorities. The same applies to any amendments.

Article 40: These Articles are established on December 10, 2001.

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The first amendment was made in the shareholders' meeting of June 26, 2002
The second amendment was made in the shareholders' meeting of June 11, 2004.
The third amendment was made in the shareholders' meeting of June 10, 2005.
The fourth amendment was made in the shareholders' meeting of June 9, 2006.
The fifth amendment was made in the shareholders' meeting of June 13, 2008.
The sixth amendment was made in the shareholders' meeting of June 22, 2012.
The seventh amendment was made in the shareholders' meeting of June 21, 2013.
The eighth amendment was made in the shareholders' meeting of June 20, 2014.
The ninth amendment was made in the shareholders' meeting of June 8, 2016.
The tenth amendment was made in the shareholders' meeting of June 16, 2017.
The eleventh amendment was made in the shareholders' meeting of June 14, 2019.
The twelfth amendment was made in the shareholders' meeting of June 17, 2022.

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E.SUN FHC Procedures for Engaging in Derivatives Trading

Amended at the shareholders’ meeting on June 9, 2006
Amended at the shareholders’ meeting on June 24, 2010
Amended at the shareholders’ meeting on June 8, 2018
Amended at the shareholders’ meeting on June 12, 2020
Amended at the shareholders’ meeting on June 17, 2022
Amended at the shareholders’ meeting on June 13, 2025

(If there is any discrepancy between Chinese version and English version of the articles of incorporation of the Company, the Chinese version shall prevail.)

Article 1 To strengthen risk management while engaging in derivatives trading (hereafter “this Business”) and ensure disclosure of pertinent information, these Procedures are adopted pursuant to relevant regulations set by the competent authority.

Article 2 For the purpose of these Procedures, the term “derivatives” refers to forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

Article 3 The Company shall engage in derivatives trading mainly with a view to hedging.

Article 4 If a hedging transaction is applicable to hedge accounting compatible with IFRSs recognized by the competent authority and the Company’s accounting system, there shall be an official designation document with regard to the hedging relationship (consisting only of an eligible hedging instrument and an eligible hedged item) thus established as well as the Company’s risk management goals and hedging strategy upon activation of this relationship. The said document shall specify identification of the hedging instrument, the hedged item, and the nature of the risk being hedged as well as ways how the Company will assess whether the

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hedging relationship meets the hedge effectiveness requirements (including its analysis of the sources of hedge ineffectiveness and approach for setting the hedging ratio).

Article 5 The Company shall abide by the principle of “giving priority to security and liquidity, followed by profitability and then by growth potential” while engaging in this Business; it shall also proceed prudently by following the guideline of “policy compliance, market adaptation, research and development, and equal emphasis on quality and quantity.”

Article 6 The Company shall conduct this Business with the following trading counterparties:

Member brokerages of financial futures and options exchanges at the world’s international financial centers.
Insurance companies, securities houses, or other financial institutions assigned by credit rating agencies long-term credit ratings equivalent to A or higher.
The world’s top 500 banks (those ranked among The Banker’s Top 500 Banking Brands by Tier 1 capital or the World’s Top 500 Banks named by American Banker by assets), including their wholly owned subsidiaries that may share the trading quotas allotted to parent companies or other financial institutions.
Any other counterparty warranted by business needs and approved by the highest-ranking managerial officer.

Article 7 The tenors of derivatives contracts shall not exceed the following:

Forward exchange and foreign exchange swap agreements: not longer than five years.
Forward rate agreements: not longer than two years.
Interest rate and asset swaps: not longer than ten years.
Cross currency swaps: not longer than ten years.
Financial futures: not longer than two years.
Financial options:
(1) For any option listed on a financial center exchange, the course of life of the underlying asset shall be honored, with the tenor of contract not longer than two years.
(2) For any option financial institutions trade with one another, the tenor of a cap and floor contract shall be not longer than ten years while that of other financial options, not longer than five years.
Credit derivatives: not longer than five years.
To trade any derivative that the tenor exceeds relevant limits specified above, it is imperative to secure approval of the president on a case-by-case basis.
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Article 8 The department head charged with this Business may go ahead and approve a derivatives transaction meant for hedging within the following authorized quotas and under the conditions attached. A summary of the said trading authorization is as follows:

The quota authorized for each trading counterparty

Unit: US$ million

Quota/Category Business Item	Trading Quota
1.Forward exchange and foreign exchange swap agreements	20
2.Forward rate agreements	30
3.Interest rate and asset swaps	30
4.Cross currency swaps	30
5.Financial futures	20 (note)
6.Financial options	30 (note)
7.Other derivatives	30

Note: Transactions of financial futures and options made with Financial Center Exchanges shall be excluded from relevant quota calculation.

In any hedging transaction, the contractual total of any given derivatives trade shall be capped at the total amount of the underlying asset.
Authorized quotas shall be determined by using the following formula: The authorized quota for any trading counterparty shall be calculated by drawing on the risk weighting chart of the Company; the contractual value or principal is first to be converted into a US dollar equivalent before being multiplied by the risk weighting number corresponding to the duration of the contract plus the total amount of its unrealized gains and losses.
When any of the aforesaid quotas is exceeded, it is imperative to secure approval of the president on a case-by-case basis.

Article 9 The department head charged with this Business may, within the scope of his or her authorized quota, delegate this authorized quota in writing among trading managers and related personnel according to their respective positions and abilities as well as the characteristics of the local financial market. A filing, however, shall be made to the Risk Management Division for record within one week after the date of authorization.

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Article 10 The Company’s personnel engaging in derivatives trading and those responsible for confirmation and settlement of such transactions shall not act concurrently in each other’s capacity. Their duties shall be distinctly divided. Risk management personnel shall be charged with the evaluation, supervision, and control of related risks and report to senior managerial officers who are not in charge of decision-making with respect to derivatives transactions or positions.

Article 11 While engaging in derivatives trading, the Company shall take into account all possible risks associated with credit, market prices, liquidity, cash flow, operations, and applicable laws.

Article 12 The Company’s highest-ranking managerial officer in charged with this Business is the president, who shall supervise and control all the risks associated with derivatives trading at all times and assign the chief risk officer to manage credit, liquidity, operational, and legal risks.

Article 13 The Company shall evaluate derivatives transactions conducted for the purpose of hedging to accommodate business needs at least twice each month and present an evaluation report to the highest-ranking managerial officer thereof. Upon detection of any irregularity in the market price evaluation report, the senior managerial officer responsible for risk management shall report to the Board of Directors and take necessary countermeasures.

Article 14 The Company shall conduct an annual assessment to determine if the risk management measures currently employed are appropriate, whether the Company’s derivatives trading performance is consistent with established operational strategy, and whether the risk taken on is within the Company’s tolerable range, and it shall present its findings to the Board of Directors.

Article 15 The Company’s Auditing Division shall conduct at least a routine audit on the department charged with this Business each year. Special audits and unscheduled follow-up checks and examinations shall also be conducted.

Article 16 The Company’s internal audit personnel shall evaluate the suitability of the internal control mechanism for derivatives trading on a regular basis and conduct a monthly audit on the trading department to gauge its compliance with these Procedures, analyze trading cycles,

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compile an audit report, and, upon detection of any material violation, notify the Audit Committee in writing.

Article 17 The Company’s Board of Directors shall faithfully supervise and manage derivatives trading in accordance with the following principles:

The highest-ranking managerial officer shall pay continuous attention to monitoring and controlling the risks associated with derivatives trading.
Annually evaluate whether the Company’s derivatives trading performance is consistent with established operational strategy and whether the risk taken on is within the Company’s tolerable range.

Article 18 The Company’s highest-ranking managerial officer charged with derivatives trading shall manage derivatives trading in accordance with the following principles:

Conduct an annual assessment to determine if the risk management measures currently employed are appropriate and faithfully conducted in accordance with these Procedures.
Oversee the status of trading and profits or losses and, in the event of any irregularity, take necessary countermeasures and immediately report to the Board of Directors.

Article 19 As the Company engages in derivatives trading, it shall prepare a log book to truthfully record the following information with respect to every transaction: the type and amount of the traded derivative, date of the Board of Directors extending approval, and items that call for prudent deliberation listed in Article 13, Paragraph 2 of Article 17, and Paragraph 1 of Article 18 of these Procedures.

Article 20 Every month the Company shall disclose the details of derivatives trading it engaged in up to the end of the previous month along with its monthly operational results and file a report thereof.

Article 21 The department charged with this Business shall scrutinize the operations of the Company’s trading counterparties and the credit changes of their host countries at all times, and take proper countermeasures when necessary and file a report thereof to the Board Risk Management Committee for record.

Article 22 In the event that the Company incurs an aggregate loss in all derivatives contracts equivalent to 5% of its net worth given on the consolidated financial statements of the

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most recent quarter, the Company shall, based on the nature at point and using the prescribed format, make a public announcement and disclose related information on websites designated by the Financial Supervisory Commission within two days of the date of occurrence (inclusive). The Company shall announce and report an unrealized loss from derivatives if such a loss reaches the threshold given in Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities.

Article 23 Except where these Procedures apply, the Company shall abide by its Procedures for Handling the Acquisition and Disposal of Assets while engaging in derivatives trading.

Article 24 While engaging in derivatives trading with counterparties regulated by Article 45 of the Financial Holding Company Act, the Company shall abide by its internal operational guideline set specifically for such transactions. Yet, a supermajority resolution of the Board of Directors shall be required for engaging in derivatives trading with any subsidiary of the Company.

Article 25 These Procedures shall first secure adoption by the Board of Directors before being presented to the Audit Committee and a shareholders’ meeting for approval. In the event of any director raising objection on record or making a written statement, this record or statement shall be presented to the Audit Committee.

Article 26 These Procedures shall be implemented upon adoption by the Board of Directors and approval of a shareholders’ meeting.

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The Current Version

E.SUN FHC Rules for Procedure of Shareholders' Meeting

Article 1 (Basis)

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 182-1, paragraph 2 of the Company Act and Article 11 of Corporate Governance Best-Practice Principles for Financial Holding Companies.

Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3 (Convening shareholders meetings and shareholders meeting notices)

The Company's shareholders' meetings shall, unless otherwise provided for in applicable laws and regulations, be convened by the Board of Directors.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

The background and details of the notice to convene a Meeting of Shareholders, the proxy form, the proposals to be acknowledged or discussed, and the list of directors to be elected or dismissed, shareholders meeting agenda and supplemental meeting materials shall be prepared in electronic format and sent to the Market Observation Post System not later than 30 days prior to the scheduled meeting date for a general meeting and 15 days for an extraordinary meeting. The agenda and supplemental documents for an upcoming shareholders meeting shall be made readily available to shareholders and displayed at the company not later than 15 days prior to the scheduled meeting date.

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I. For physical shareholders meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The cause(s) or subject(s) of a shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining prior consent from the recipient(s) thereof.

Where the cause(s) of a shareholders meeting already includes a re-election of directors and states the effective date for the appointment, the effective date cannot be changed by extemporary motion or any other means in the same meeting after the re-election is completed.

Article 4 (Shareholders' right of proposal)

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. However, the board of directors may include a proposal in the agenda if the proposal urges this Corporation to contribute to public interest or fulfill its corporate social responsibility. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, Written acceptance and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 5 (Proxy attendance at the shareholders meeting and authorization)

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 6 (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

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Article 7 (Preparation of shareholders' meeting agenda handbook and attendance book, etc.)

This Corporation shall state the time and venue of registration and other important information for shareholders, solicitors and proxies (collectively "shareholders") in a notice of shareholders meeting.

The time of registration in the preceding paragraph shall start at least thirty minutes prior to the meeting. The venue of registration shall be clearly indicated and sufficiently staffed.

For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

This corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The attendance book, sign-in cards, and proxy attendance letters of authorization must be preserved for at least one year. However, when shareholders initiate a suit in accordance with Article 189 of the Company Act, such documents shall be preserved until the conclusion of the suit.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 7-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)

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To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

I. How shareholders attend the virtual meeting and exercise their rights.

II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

i. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

ii. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

iii. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

iv. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

Article 8 (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the

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chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

If the powers of the chairperson is exercised by a managing director or director in the preceding paragraph, the managing director or director should be one who has been in office for six months or longer and be familiar with this Corporation’s finance and business activities. The same requirement shall also apply if the chairperson is a representative of an institutional director.

The Chairperson shall preside in person at the board meeting convening the shareholders meeting, and at least one-half of the directors on the board and at least one person from each functional committee must be in attendance; the state of attendance shall be recorded in the shareholders meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 9 (Documentation of a shareholders meeting by audio or video)

The company, starting at the time of registration, shall make a video or audio recording of the entire shareholders meeting in a continuous uninterrupted manner and including the registration process, the meeting, and the voting process.

The aforesaid recordings shall preserve for at least one year. However, when shareholders initiate a suit in accordance with Article 189 of the Company Act, such recordings shall be preserved until the conclusion of the suit.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

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Article 10 (Calculation of the number of shares in attendance at the shareholders meeting and holding of the meeting)

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed, and the shares checked in on the virtual meeting platform in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time, and the number of shares having no voting right and the number of shares in attendance shall be announced at the same time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 7.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 11 (Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Related proposals (including extemporary motions and amendments of existing proposals) shall be voted on a case-by-case basis. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

The chair may not declare the meeting adjourned prior to completion of deliberation on the

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meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote, and allocate sufficient time for voting.

Article 12 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Each shareholders speaking concerning a proposal may speak only once concerning a reporting matter, and each instance of speaking may not exceed 5 min. In the case of other proposals (including motions from the floor), shareholders may not speak more than twice without the chair's consent, and each instance may not exceed 5 min. However, the chair may terminate a shareholder's speaking if the shareholder violates regulations or speaks concerning issues outside the scope of the proposal topic.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the

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chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 13 (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 14 (Voting on proposals, supervision of voting, and ballot counting method)

A shareholder shall be entitled to one vote for each share held; this requirement shall not apply to those who are restricted by law from voting or have no voting rights.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require a majority of the voting rights represented by the attending shareholders to be in favor. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. The shareholders will vote on the proposals on a case-by-case basis. The results, including the

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numbers of votes in favor, against, and forfeited, will be entered into the Market Observation Post System after the shareholders meeting.

When there are no objections after the chair has asked the shareholders in attendance whether they have any objections to a proposal, the proposal shall be deemed to have passed, and the effectiveness of this method shall be equivalent to that of voting; if there are any objections, however, voting shall be performed as specified in the previous paragraph.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

For voting at a shareholders meeting or an election, vote counting shall be conducted in public at the place of the shareholders meeting. The results of the voting, including the percentages, shall be announced on-site after all the votes are counted at the meeting, and a record made of the vote.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 7 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

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Article 14-1 (Electronic voting)

When this company holds a shareholders meeting, it shall include electronic means as a possible channel for the exercise of voting rights, and this method shall be stated in the shareholders meeting notification. A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by electronic means, in the event the shareholder intends to attend the shareholders meeting in person or attend the meeting online, that shareholder should be able to use the same method as used to exercise his or her voting rights to express his or her wish to retract the exercise of voting rights in the previous paragraph before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by electronic means shall prevail.

When a shareholder has exercised voting rights by electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Article 15 (Election of directors and supervisors)

When a shareholders meeting elects directors, the election shall be held in accordance with this company's "director election regulations," and the election results shall be announced on the spot, the spot, including the list of directors elected and non-elected, and the percentages of votes received by elected and non-elected directors.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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Article 16 (meeting minutes)

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

The meeting minutes in the preceding paragraph may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the paragraph 1 by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the percentages). In an election of directors, the percentage of winning votes for each candidate shall be disclosed, and shall be retained for the duration of the existence of this Corporation.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

Article 17 (Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, the number of shares represented by shareholders attending the meeting by correspondence or electronic means and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order,

the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 18 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 19 (Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 20 (Disclosure of information at virtual meetings)

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time

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results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 21 (Location of the chair and secretary of virtual-only shareholders meeting)

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 22 (Handling of disconnection)

In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors

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and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 23 (Handling of digital divide)

Article 24

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Article 25

These Rules were formulated on December 10, 2001.

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Amended for the first time at the shareholders' meeting on June 28, 2011.

Amended for the second time at the shareholders' meeting on June 22, 2012.

Amended for the third time at the shareholders' meeting on June 12, 2015

Amended for the fourth time at the shareholders' meeting on June 14, 2019.

Amended for the fifth time at the shareholders' meeting on June 12, 2020.

Amended for the sixth time at the shareholders' meeting on June 11, 2021.

Amended for the seventh time at the shareholders' meeting on June 17, 2022

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Amended Version

E.SUN FHC Rules for Procedure of Shareholders' Meeting

Article 1 (Basis)

Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3 (Convening shareholders meetings and shareholders meeting notices)

The Company's shareholders' meetings shall, unless otherwise provided for in applicable laws and regulations, be convened by the Board of Directors.

Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

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company not later than 15 days prior to the scheduled meeting date.

Article 4 (Shareholders' right of proposal)

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from the agenda.

Article 5 (Proxy attendance at the shareholders meeting and authorization)

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

Article 6 (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place

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easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 7 (Preparation of shareholders' meeting agenda handbook and attendance book, etc.)

The time of registration in the preceding paragraph shall start at least thirty minutes prior to the meeting. The venue of registration shall be clearly indicated and sufficiently staffed.

This corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at

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least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 7-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

I. How shareholders attend the virtual meeting and exercise their rights.

ii. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

iv. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

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Article 8 (The chair and non-voting participants of a shareholders meeting)

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 9 (Documentation of a shareholders meeting by audio or video)

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the proceedings of the virtual meeting from beginning to end.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 10 (Calculation of the number of shares in attendance at the shareholders meeting and holding of the meeting)

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Article 11 (Discussion of proposals)

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

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

Article 12 (Shareholder speech)

When an attending shareholder is speaking, other shareholders may not speak or interrupt

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unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

Article 13 (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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Article 14 (Voting on proposals, supervision of voting, and ballot counting method)

A shareholder shall be entitled to one vote for each share held; this requirement shall not apply to those who are restricted by law from voting or have no voting rights.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 7 decide to attend the

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physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

Article 14-1 (Electronic voting)

When a shareholder has exercised voting rights by electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

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Article 15 (Election of directors and supervisors)

Article 16 (meeting minutes)

The meeting minutes in the preceding paragraph may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the paragraph 1 by means of a public announcement made through the MOPS.

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Article 17 (Public disclosure)

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

Article 18 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

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Article 19 (Recess and resumption of a shareholders meeting)

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 20 (Disclosure of information at virtual meetings)

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 21 (Location of the chair and secretary of virtual-only shareholders meeting)

Article 22 (Handling of disconnection)

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shareholders meeting that is postponed or resumed under the second paragraph.

Article 23 (Handling of digital divide)

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

Article 24

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Article 25

These Rules were formulated on December 10, 2001.

Amended for the first time at the shareholders' meeting on June 28, 2011.

Amended for the second time at the shareholders' meeting on June 22, 2012.

Amended for the third time at the shareholders' meeting on June 12, 2015

Amended for the fourth time at the shareholders' meeting on June 14, 2019.

Amended for the fifth time at the shareholders' meeting on June 12, 2020.

Amended for the sixth time at the shareholders' meeting on June 11, 2021.

Amended for the seventh time at the shareholders' meeting on June 17, 2022.

Amended for the eighth time at the shareholders' meeting on June 13, 2025.

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E.SUN Financial Holding Co., Ltd.
Shareholdings of members of the 8th Board of Directors

Title	Name	Number of shares held
Chairman	Representative of E.SUN Culture and Education Foundation
Joseph N.C. Huang	24,344,740
Director	Representative of Hsin Tung Yang Co., Ltd.
Jackson Mai	81,143,438
Director	Representative of Fu-Yuan Investment Co.,Ltd.
Wei-Han Chen	63,507,399
Director	Representative of Shang Li Car Co.,Ltd.
Chien-Li Wu	73,412,000
Director	Magi Chen	4,928,164
Director	Mao-Chin Chen	2,707,928
Director	Lung-Cheng Lin	1,187,059
Independent director	Ryh-Yan Chang	0
Independent director	Chun-Yao Huang	0
Independent director	Ying-Hsin Tsai	0
Independent director	Hung-Chang Chiu	0
Independent director	Ruey-Lin Hsiao	0
The minimum legal number of shares that all directors should hold		160,000,000
Number of shares held by all directors		251,230,728

Notes : 1. The Appendix is in accordance with Article 26 of the Securities and Exchange Act and article 3, paragraph 1, item 6 of the " Rsegulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies " promulgated by the Securities and Futures Bureau.
2. The shareholdings of above are shares held by individual and all directors recorded on shareholder roster as of the book closure date (2025/4/15).
3. The shareholdings of all directors of the Company are compliant with the standards set by the Securities and Futures Bureau for the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".

AI assistant

E.S.F.H — AGM Information 2026

52215_rns_2026-05-12_faef6d4c-5bce-4da6-b632-32d0ca325d3e.pdf

2.1.4 Fair Customer Treatment and Customer Experience:

2.2 Sustainable Finance

2.2.1 Responsible lending and responsible products:

2.2.2 Responsible Investment:

2.2.3 Inclusive Finance:

2.3 Climate change

2.3.1 Climate Governance :

2.3.2 Actions to reduce carbon generated from investment and financing :

2.4 Environmental Sustainability

2.4.1 Carbon reduction in the operating environment :

2.4.2 Promotion of nature and biodiversity:

2.5 Protection of human rights

2.5.1 A diversified, inclusive, friendly workplace:

2.5.2 Talent Cultivation and Development:

Matters for ratification

Remuneration of directors in 2024

The transactions in which the company acquires right-of-use asset from related parties

Continuously Scaling New Heights, Pursuing Perpetual Excellence

Expanding the FHC Footprint, Becoming E.SUN of Asia

Achieving a Century-Old Enterprise, Moving Towards Evergreen Sustainability

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Audit Committee Report

CHAPTER 3: SCOPE OF BUSINESS

CHAPTER 4: SHAREHOLDERS MEETING

CHAPTER 5: BOARD OF DIRECTORS

CHAPTER 6: AUDIT COMMITTEE AND FUNCTIONAL COMMITTEE

CHAPTER 7: MANAGERS

CHAPTER 8: ACCOUNTING

CHAPTER 9: MISCELLANEOUS

E.SUN FHC Procedures for Engaging in Derivatives Trading

E.SUN FHC Rules for Procedure of Shareholders' Meeting

Article 1 (Basis)

Article 2

Article 3 (Convening shareholders meetings and shareholders meeting notices)

Article 4 (Shareholders' right of proposal)

Article 12 (Shareholder speech)

Article 13 (Calculation of voting shares and recusal system)

Article 14 (Voting on proposals, supervision of voting, and ballot counting method)

Article 18 (Maintaining order at the meeting place)

Article 19 (Recess and resumption of a shareholders meeting)

Article 20 (Disclosure of information at virtual meetings)

Article 21 (Location of the chair and secretary of virtual-only shareholders meeting)

Article 22 (Handling of disconnection)

Article 23 (Handling of digital divide)

Article 24

Article 25

E.SUN FHC Rules for Procedure of Shareholders' Meeting

Article 1 (Basis)

Article 2

Article 3 (Convening shareholders meetings and shareholders meeting notices)

Article 4 (Shareholders' right of proposal)

Article 13 (Calculation of voting shares and recusal system)

Article 23 (Handling of digital divide)

Article 24

Article 25

More from E.S.F.H

E.S.F.H AGM Information 2026