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FEIB AGM Information 2014

Jul 7, 2014

52204_rns_2014-07-07_af9cf86d-750e-4b02-88f3-1ad4829b15d3.pdf

AGM Information

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Handbook for 2014 Annual Shareholders’ Meeting

Contents

Contents Contents
Reports (Non-Voting Items) ........................................................................ 5
1. 2013 Business Report .......................................................................... 5
2. 2013 Financial Statements ................................................................... 5
3. Supervisor's Review Report on the 2013 Business Operations and
Financial Statements ............................................................................ 5
4. Report of Article 25 of the Banking Act ................................................. 5
5. Report of Subordinated Financial Debentures issued in 2013 .............. 5
Items for Acceptance (Voting Items) .......................................................... 5
1. 2013 Business Report and Financial Statements ................................. 5
2. 2013 Earnings Distribution Proposal ...................................................... 6
Discussions (Voting Items) ......................................................................... 7
1. Proposal for new shares issuing based on stock dividends and
capitalization of employee bonuses ...................................................... 7
2. Amendment to the Rules Governing the Conduct of Shareholders’
Meeting ................................................................................................. 8
3. Amendment to the Articles of Incorporation of Far Eastern
International Bank ................................................................................ 8
4. Amendment to the Procedures of Asset Acquisition or Disposal ............ 8
5. Proposal for private placement - to issue common shares, preferred
shares, convertible bonds or a combination of above securities to
specific parties ....................................................................................... 9
Questions and Motions (Voting Items) ...................................................... 10
Attachments ................................................................................................. 11
I 2013 Business Report ........................................................................ 11
II Independent Auditors’ Report & 2013 Financial Statements .............. 15
III Supervisor's Review Report on the 2013 Business Operations and
Financial Statements .......................................................................... 34
IV Report of Article 25 of the Banking Act ............................................... 35

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V Report of Subordinated Financial Debentures issued in 2013 ............ 37
VI Amendment to the Rules Governing the Conduct of Shareholders’
Meeting of Far Eastern International Bank ......................................... 38
VII Amendment to the Articles of Incorporation of Far Eastern
International Bank ............................................................................... 41
VIII Amendment to the Procedures of Asset Acquisition or Disposal
of Far Eastern International Bank ....................................................... 44
IX Current shareholding of Directors and Supervisors .............................. 57
X Impact of the Stock Dividend Distribution on Operating Results,
Earnings per Share and Shareholders’ Return on Investment ............ 58
XI Information about employee bonuses and remuneration to Directors
and Supervisors .................................................................................. 59
General Information ..................................................................................... 60
I Articles of Incorporation of Far Eastern International Bank ................. 60
II Rules Governing the Conduct of Shareholders’ Meeting of Far
Eastern International Bank ................................................................. 70

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Handbook for 2014 Annual Shareholders’ Meeting

Far Eastern International Bank (FEIB) 2014 Annual General Shareholders’ Meeting (Translation)

Date: Tuesday, 24 June 2014

Time: 9:00 a.m. Taipei time

  • Place: Auditorium in the Taipei Hero House, No. 20, Changsha Street, Section 1, Taipei, Taiwan

Meeting Agenda

Call the meeting to order

Chairperson takes chair

Chairperson remarks

Reports (Non-Voting Items)

  1. 2013 Business Report

  2. 2013 Financial Statements

  3. Supervisor's Review Report on the 2013 Business Operations and Financial Statements

  4. Report of Article 25 of the Banking Act

  5. Report of Subordinated Financial Debentures issued in 2013

Items for Acceptance (Voting Items)

  1. 2013 Business Report and Financial Statements

  2. 2013 Earnings Distribution Proposal

Discussions (Voting Items)

  1. Proposal for new shares issuing based on stock dividends and capitalization of employee bonuses

  2. Amendment to the Rules Governing the Conduct of Shareholders’ Meeting

  3. Amendment to the Articles of Incorporation of Far Eastern International Bank

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  1. Amendment to the Procedures of Asset Acquisition or Disposal

  2. Proposal for private placement - to issue common shares, preferred shares, convertible bonds or a combination of above securities to specific parties

Questions and Motions (Voting Items)

Meeting adjourned

The English version is the translation of the Chinese version and if there is any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

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Handbook for 2014 Annual Shareholders’ Meeting

Reports (Non-Voting Items)

1. 2013 Business Report

The 2013 business report is attached as Attachment I.

2. 2013 Financial Statements

The 2013 financial statements and independent auditors’ audit report by Deloitte & Touche are attached as Attachment II. (The 2013 financial statements are available for access at http://mops.twse.com.tw )

3. Supervisor's Review report on the 2013 Business Operations and Financial Statements

The Supervisors’ review report is attached as Attachment III.

4. Report of Article 25 of the Banking Act

The report of Article 25 of the Banking Act is attached as Attachment IV.

5. Report of Subordinated Financial Debentures issued in 2013

The report of Subordinated Financial Debentures issued in 2013 is attached as Attachment V.

Items for Acceptance (Voting Items)

1. 2013 Business Report and Financial Statements

The Board of Directors recommends shareholders vote FOR acceptance of 2013 business report and financial statements.

Explanatory Notes:

  • i. The supervisors of the Bank have examined the business report, audited financial statements( by CPA J.H. Chen and C.S. Yang of Deloitte & Touche) for the year ended 2013 and found them in order with an audit report issued.

  • ii. The 2013 business report, independent auditors’ audit report, Supervisors’ report, and the aforesaid financial statements are attached as Attachments I, II, and III.

  • iii. Please vote for acceptance.

Resolutions:

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2. 2013 Earnings Distribution Proposal

The Board of Directors recommends shareholders vote FOR acceptance of 2013 earnings distribution.

Explanatory Notes:

Explanatory Notes:
i. The 2013 earnings distribution of the Bank is as follows:
Unappropriated earnings - beginning
Adjustment for adopting IFRSs
Adjustment on retained earnings for investment under equity
method
Accumulated losses after adjustment
Net income
Legal reserve
Special reserve
Distributable earnings
Earnings distribution:
Shareholder dividends
Unappropriated earnings - ending
(Unit: NT$)
577,090
(158,755,305)
680,282
(157,497,933)
3,061,270,119
(871,131,656)
(124,400,329)
1,908,240,201
1,906,255,667
1,984,534

The distributable employee bonuses of $124,321,022 and remuneration to directors and supervisors of $41,440,341 have been deducted from the net income in accordance with the Articles of Incorporation.

ii. Shareholder dividends are allocated as follows: (Unit: NT$)

Cash dividend
Stock dividend
Total
Per share
0.250
0.449
0.699
Total amount
681,779,567
1,224,476,100
1,906,255,667

iii. Dividend will be distributed on the ex-dividend (ex-right) date that is to be scheduled separately after the (2014) general shareholders meeting. Dividend per share referred to above is calculated in accordance with the outstanding 2,727,118,264 shares on February 10, 2014. Please authorize the Board of Directors to adjust dividend ratio in accordance with total dividends when the actual outstanding shares differ from the expected number of shares on the ex-dividend (ex-right) date, due to the impact of the actual conversion of euro convertible bond and the implementation of treasury shares.

iv. Please vote for acceptance.

Resolutions:

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Handbook for 2014 Annual Shareholders’ Meeting

Discussions (Voting Items)

1. Proposal for new shares issuing based on stock dividends and capitalization of employee bonuses

The Board of Directors recommends shareholders vote FOR capitalization of 2013 stock dividends and employee bonuses.

Explanatory Notes:

  • i. Capitalization of stock dividends:

  • (i) Purpose of capitalization and sources of funds: For the needs of business development, replenishment of working capital, and improvement of capital structure, it is proposed to capitalize shareholder dividends of NT$1,224,476,100 from the 2013 earnings distribution for issuing of new 122,447,610 shares at NT$10 per share at par.

  • (ii) Allotment method: 122,447,610 shares are issued for the capitalization, from shareholders’ bonuses and are distributed in accordance with the shareholding ratio documented in the shareholder’s register on the dividend ex-right date, that is, 44.9 shares per thousand shares held. Two or more shareholders may have fractional shareholding with less than one share consolidated within the specified period for dividend distribution. For a fractional share less than one share that is not consolidated before the deadline, or that is consolidated but remains less than one share, cash will be distributed according to the face value (rounded up to the dollar). The accumulated fractional shares are to be subscribed at par value by the employee shareholding trust account of the Bank.

  • (iii) Dividend per thousand shares referred above is calculated in accordance with the outstanding 2,727,118,264 shares on February 10, 2014. Please authorize the Board of Directors to adjust stock dividend ratio in accordance with the total dividends when the actual outstanding shares differ from the expected number of shares on the exright date due to the impact of actual conversion of euro convertible bond and the implementation of treasury shares.

  • ii. Capitalization of employee bonuses:

  • New shares are issued for the capitalization of $124,321,022 employee bonuses. The number of shares issued is based on the closing price on the day prior to the shareholders’ meeting and the effect of ex-right and ex-dividend; also, the employee bonuses for a shareholding less than one share is paid in cash.

  • iii. The rights and obligations of the shares issued from the capitalization are the same as those of ordinary shares.

  • iv. The ex-right date of the capitalization will be scheduled separately after the (2014) general shareholders’ meeting.

  • v. Please approve.

Resolutions:

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2. Amendment to the Rules Governing the Conduct of Shareholders’ Meeting

The Board of Directors recommends shareholders vote FOR the amendments of the Rules Governing the Conduct of Shareholders’ Meeting.

Explanatory Notes:

  • i In order to improve the shareholders’ meeting procedure and protect shareholders’ interests, Article 2 and Article 11 of “the Rules Governing the Conduct of a Shareholders’ Meeting of Far Eastern International Bank” will be amended in accordance with the TaiJheng-Shang-Yi-Zi No. 1020003468 Order of Taiwan Stock Exchange – amendments to the “Sample Template for XXX Co., Ltd. Rules of Procedure for a Shareholders’ Meeting.”

  • ii A summary table of “the Rules Governing the Conduct of Shareholders’ Meeting” Before and After amendments is attached as Attachment VI.

  • iii Please approve.

Resolutions:

3. Amendment to the Articles of Incorporation of Far Eastern International Bank

The Board of Directors recommends shareholders vote FOR the amendments of the Articles of Incorporation.

Explanatory Notes:

  • i In response to the “Expanding the scope of mandatory audit committee” by the Financial Supervisory Commission with the Gin-Guan-Jheng-Fa-Zi No. 10200531121 Order, dated December 31, 2013, the Bank upon the expiration of the term of the incumbent directors and supervisors (June 26, 2015) shall establish an audit committee to replace supervisors. Also, to specify the appointment authorities of the Board of Directors and to clarify definition of the Bank’s management, Article 15, Article 20, Article 23, and Article 29 of the Bank’s Articles of Incorporation are to be amended.

  • ii A summary table of the “Articles of Incorporation of Far Eastern International Bank” Before and After amendments is attached as Attachment VII.

  • iii Please approve.

Resolutions:

4. Amendment to the Procedures of Asset Acquisition or Disposal

The Board of Directors recommends shareholders vote FOR the amendments of the Procedures of Asset Acquisition or Disposal.

Explanatory Notes:

  • i In response to the “Guidelines for Handling Acquisition and Disposal of Assets by Public Companies” by the Financial Supervisory Commission with the Gin-Guan-Jheng-Fa-Zi No. 1020053073 Order dated December 30, 2013, the Bank will be amended Article 3, Article 4, Article 7 – Article 10, Article 12, and Article 14 of the Bank’s Procedures of Asset Acquisition or Disposal.

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Handbook for 2014 Annual Shareholders’ Meeting

  • ii A summary table of the “Procedures of Asset Acquisition or Disposal of Far Eastern International Bank” Before and After amendments is attached as Attachment VIII.

  • iii Please approve.

Resolutions:

5. Proposal for private placement - to issue common shares, preferred shares, convertible bonds or a combination of above securities to specific parties for a total amount not exceeding NT$10 billion or equivalent in foreign currencies

The Board of Directors recommends shareholders vote FOR the issuing of common shares, preferred shares, convertible bonds or a combination of above securities to specific parties for a total amount not exceeding NT$10 billion or equivalent in foreign currencies.

Explanatory Notes:

  • i. The Bank’s Board of Directors was authorized in the general shareholders meeting on June 19, 2013 to proceed private placement of a total amount not exceeding NT$10 billion or equivalent in foreign currencies. This proposal is the extension of last shareholders approval for another year.

  • ii. The purpose of private placement, to issue common shares, preferred shares, convertible bonds, or a combination of above for a total amount not exceeding NT$10 billion or equivalent in foreign currencies is to seek domestic or foreign strategic alliance opportunities, to strengthen the Bank’s financial structure and capital adequacy ratio, and to facilitate the Bank’s long-term development. The preferred shares will be issued according to Article 4.1 of the Articles of Incorporation.

  • iii According to Article 43.6 of the Securities and Exchange Act, the disclosure of private placement proposal shall include:

  • (i) The basis and reasonableness of private placement pricing

    1. The common stock price per share shall be no less than 80% of the reference price. The reference price is set as the higher of the following two basis prices:

      • (1) The simple average closing price from either 1, 3 or 5 days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.

      • (2) The simple average price of 30 days before the pricing date, minus dividend adjustment, plus price discount adjustment due to capital reduction.

    2. The issuing price of preferred shares and convertible bonds by private placement shall be no less than 80% of the theoretical price, which is the securities price determined by a price model applicable by the issuing terms and considering all options in the issuing terms.

    3. The pricing date, reference price, theoretical price, and actual issuing price, based on provisions above, will be determined after taking into consideration of market conditions, and qualification of specific parties. If the below-par issuing price results in cumulative losses to the Bank, the Bank may, subject to operation status, engage in de-capitalization or reverse retained earnings or capital surplus to make up the losses.

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  4. The determination of private placement price, based on regulation of government authorities, reference price or theoretical price, and the 3-year lock-up period set by the Securities and Exchange Act, shall be reasonable.
  • (ii) The method and objectives of selecting the specific parties, necessity of selection, and anticipated benefits:

    1. The method and objectives of selecting the specific parties: The selection is limited to strategic investors qualified for the rules in Article 43.6 of the Securities and Exchange Act and able to assist the Bank to expand sales channels, grow market shares, improve service quality, and reduce operating costs.

    2. Necessity: The selection is necessary to improve the Bank’s capital adequacy upon Basel III implementation, to enhance the Bank’s risk asset taking capacity, and to support the Bank’s long-term development.

    3. Anticipated benefits: The participation of the specific parties will enhance the Bank’s competitiveness and profitability.

  • (iii) The necessity of private placement:

    1. Reason for not taking a public offering: In consideration of the cost, and efficiency of capital raising, the actual necessity of strategic investors, and the 3-year lockup period of private placement ensuring a long-term relationship with the strategic partners, a public offering is not a considerable approach for capital raising.

    2. The amount of private placement: Not exceeding NT$10 billion or equivalent in foreign currencies, the amount will be raised by one or two tranches, subject to conditions of markets and strategic parties, within 1 year from the shareholders meeting resolution date.

    3. Capital usage plan and anticipated benefits of private placement: The capital raised by one or 2 tranches will be used to expand the scale of the Bank’s business operations and to pursue strategic alliance opportunities domestically and overseas. The anticipated benefits of private placement include strengthening of the Bank’s competitiveness, improvement of the Bank’s profitability, capital adequacy rate, and shareholders’ equity.

  • iv. It is proposed to authorize the Board of Directors to determine the issuance plan of private placement, including issuing shares, price, terms and conditions, specific parties’ selection, record date, capital usage plan, anticipated benefits, and other matters related to the private placement. It is also proposed to authorize the Board of Directors to revise the issuance plan due to changes of law and regulations, market conditions, environmental, or if receiving instructions from government authorities.

  • v. Please approve.

Resolutions:

Questions and Motions (Voting Items)

Meeting adjourned

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Handbook for 2014 Annual Shareholders’ Meeting

Attachment I

2013 Business report

In retrospective of year 2013, while the world economy showed signs of slow recoveries on resolving feud over budget, lower unemployment and stronger economic momentum incurred in the US, Abe’s Three Arrows spurring recovery in Japan, slow growth in China as a result of economic restructuring, as well as Eurozone gradually climbing out of recession, in Taiwan continuous downward adjustments of GDP growth were caused by the economic slowdown in trade and domestic consumption. Looking into 2014, more optimistic outlook of global recovery than 2013 with moderate growth of Taiwan economy, Taiwan’s banking industry is expected to embrace a new era with tremendous profitable opportunities after the signing of the Service Trade Pact for the financial sector.

In 2013, thanks to joint efforts of all colleagues, Far Eastern International Bank (FEIB) managed to deliver an outstanding performance ahead of its peers. The fiscal year net profit was NT$ 3.061 billion with a significant year-over-year growth of 20.01% and earnings per share (EPS) was NT$ 1.30 with an increase of 19.27%. The total return on assets (ROA) was 0.64%. The return on equity (ROE) was 11.05%, exceeding over 10% in four consecutive years which demonstrates steady performance. In addition, the asset quality of FEIB has surpassed industry standards with the provision for bad debt coverage ratio at 391.62% and NPL ratio at 0.37%.

The Bank’s bi-cultural management team with best practices continued to launch innovative and niche products. The Wealth Management Department was awarded the “Best Bank Service Image Award” and “Best Wealth Management Confidence Award” from the Excellence Magazine. Additionally, the newly set up branch which combined Far Eastern International Securities Company Ltd. and FEIB at Taipei 101, aims to provide private banking services to high net worth clients. In terms of credit card business, NFC mobile payment, inControl anti-fraud MasterCard and i-bonus exchange app/platform were launched to offer e-banking and mobile-banking services. In the consumer banking business, installment, and automobile & motorcycle loans continued its lead position in market share. The international financial teams across Taiwan, Hong Kong and China under corporate banking not only provided capital market and structural finance products, but also completed many landmark projects that accounts for 30% of the Bank’s overall profit attributed by overseas and cross-border businesses. Furthermore, the internet platform of convertible bond asset swap and FX margin trading were also developed in order to strengthen its niche position of financial market.

The Bank has long been committed to promoting various philanthropic activities and fulfilling the corporate social responsibilities (CSR). FEIB continued to fund Eden Welfare Foundation’s App development of “Children’s First Mile” which received “Health Promotion Cloud Value-Added Application Excellence Award” from the Ministry of Health and Welfare, sponsored the worldclass performance of “OVO” by Cirque du Soleil, and published jointly with Department of

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Geography, National Taiwan University and the Forestry Bureau the aesthetic 2014 calendar titled “Taiwan Classic of Rivers and Mountains” with the theme of “Taiwan natural landscape reserve” to promote eco-friendly concept. For 11 consecutive years, we have been receiving grants from Training Center Bureau of Employment and Vocational Training Council of Labor Affairs in recognition of the Bank’s efforts in continuous talent cultivation.

In future, FEIB will continue its growth momentum to further develop its four pillar strategies: “steady growth, niche market, portfolio management, and new initiatives”. Aimed to grow total asset to its target of NT$600 billion, the Bank will also strive to maintain leadership positions of its niche products, develop affordable products for the general public, increase capital adequacy ratio, and improve capital cost structure. Through the application of Big Data and Data Warehouse, FEIB is committed to explore marketing opportunities for high net worth clients. We will implement Succession Plan to cultivate management talents, strengthen operations, and initiate niche market with “Blue Ocean Strategy” in e-banking and mobile banking by developing mobile payment, third-party payment, and on-line financial instruments. Furthermore, to seize opportunities from the opening of cross-Strait financial sector, the Bank is actively developing RMB products, seeking joint-venture and strategic partners, opening new branches in China after the passing of Service Trade Pact to enter the Greater China market. With leading innovative strategies, the Bank is determined to effectively push for growth, strengthen market competitiveness, and create maximum value for our customers, shareholders, and employees.

Operating Results

  1. Key Performance Results

  2. A. Target Achievement

    • FEIB’s total assets stood at NT$492.1 billion, achieved 103% of target; deposits amounted to NT$399 billion, achieved 101% of target; and loan outstanding amounted to NT$296.8 billion, achieved 99% of target.
  3. B. Analysis of Profitability

    • FEIB’s net operating income in 2013 grew 12.61% (YoY) to NT$9.205 billion; net interest income increased 18.67% (YoY) to NT$4.885 billion; net fee income stood at NT$2.461 billion, jumped 23.40% than that of 2012; other net profit was NT$1.859 billion, dropped 9.92% than 2012.

The Bank’s net income after tax was NT$3.061 billion, up 20.01% than that of 2012; and earnings per share was NT$1.30, grew 19.27% (YoY).

  1. Core Businesses

  2. A. Individual Banking

Trust assets were NT$55.7 billion in 2013, grew 11.18% comparing to that of 2012. Trust business revenue grew 35.36% (YoY). Wealth management income grew 18% (YoY).

  • B. Consumer Banking and Credit Card

  •  Consumer Banking

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Handbook for 2014 Annual Shareholders’ Meeting

FEIB’s consumer loan outstanding in 2013 grew 9% (YoY), among which mortgage outstanding was NT$134.8 billion with 5% (YoY); personal loan outstanding was NT$14.8 billion with 7% (YoY); car loan outstanding was NT$27 billion with Top 1 market share surged 43% than that of 2012.

  •  Credit Card

Credit cards in circulation stood at 1.417 million and spending volume totaled NT$63.9 billion with an increase of 6% (YoY).

  • C. Corporate Banking

Credit Line Business: Outstanding was NT$127.3 billion, slightly dropped 1% (YoY).

  • D. Financial Markets

The revenues and valuations from stock trading and beneficiary certificate grew 18.01% (YoY). The transaction volume of derivatives grew over 100% (YoY). The revenues and valuations of convertible bond business, buying bonds, asset swaps grew 6.35% (YoY).

Operating Goals

  1. Operating Target:

Operating Target for 2014 is summarized as follows:

  • (1) Total asset: NT$515.9 billion

  • (2) Total deposit: NT$423.6 billion

  • (3) Total loan: NT$339 billion

  • Operating Highlights:

  • (1) Individual Banking Business

The Wealth Management business continues to cultivate customers from the acquired Chinfon Bank, as well as the newly set up Taipei 101 Branch that combined with Far Eastern International Securities Company Ltd. to focus on high net worth customers. FEIB has been aggressively developing FE Direct, Mobile banking, thirdparty payment service, and Taiwan’s first online “Smart buy & sell” function for mutual fund investments that offer clients the most innovative e-banking and m-banking services. The Bank’s SME Service Department is also expanding service locations to meet SME customers’ various needs. The Bank not only maintains its number one position in Taiwan’s TDR market, but also proactively promotes new trust products to generate service fees.

  • (2) Consumer Banking and Credit Card Business

  • A. Consumer Banking Business

FEIB continues to expand the diversity and efficiency of its branch channels, focus on comprehensive services, and satisfy customers’ financing and wealth management needs; added with enhanced risk management, elevated asset scale and quality. Facing market competition and in compliance with regulation adjustments, the Bank aims to improve service efficiency and quality so as to develop niche products and maintain market leadership. FEIB also dedicates to developing new products, new channels, continuously developing e-commerce and M-commerce business models for new opportunities.

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B. Credit Card Business

FEIB continues to integrate the Group’s diversified enterprise resources for synergy of cross-industry products. Taking advantage of the bonus point program through “HAPPY GO” across various business sectors, FEIB is able to establish unique image and fortify loyalty in its “HAPPY GO INSIDE” credit cards. Cooperating with Formosa Group to launch FEIB Formosa co-branded card and Far Eastern Toll Collection to launch FEIB eTag co-branded card, the Bank expands its customer base in the transportation sector. The implementations of various innovative e-commerce and M-commerce plans shall serve existing customers. Furthermore, with enhanced risk management and Database Management for segmentation of customer groups, cardholder convenience is improved and high-profit products become more competitive to increase revenues for the Bank.

(3) Corporate Banking Business:

FEIB continues to focus on target customers, seize overall growth momentum of the industrial value chain to develop new customers and new markets. Cultivate in depth the quality clients and understand their operational plans to seek business opportunities. Establish risk asset ceiling to optimize asset scale and composition. The Bank adopts multi-products marketing, promotes e-commerce, strengthens customer relations, and builds up steady funding and deposit structure. Deepen Corporate Finance business, transfer opportunity wealth into basic and long-term wealth, initiate financial consulting new types of business, and engage in value-added and differentiating services. The Bank endeavors to develop RMB businesses with diversified deployment to seek opportunities in the Greater China region.

  • (4) Financial Markets Business

FEIB provides highly professional financial products and services to customers, focuses on its niche products, and consolidates the leading positions of core products such as convertible bond asset swaps and FX margin trading. Additionally, the Bank develops Capital Market products, strengthens TMU and ACH businesses, and increases Non-bank revenues. The Bank also has a solid financial structure with excellent asset and liability management. FEIB enhances its asset quality by managing both profitability and risk management, thus, developing highly competitive financial transaction products. The Bank is also actively creating innovative services and cultivating existing customer relations to expand new client group through leading online platform of FX margin trading and convertible bond asset swaps.

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Handbook for 2014 Annual Shareholders’ Meeting

Attachment II

Independent auditors’ report & 2013 Financial Statements

( English Translation of a Report Originally Issued in Chinese)

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15

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CASH AND CASH EQUIVALENTS

DUE FROM THE CENTRAL BANK AND OTHER BANKS
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
DERIVATIVE FINANCIAL ASSETS FOR HEDGING
SECURITIES PURCHASED UNDER RESALE AGREEMENTS
RECEIVABLES, NET
DISCOUNTS AND LOANS, NET
AVAILABLE-FOR-SALE FINANCIAL ASSETS
HELD-TO-MATURITY FINANCIAL ASSETS
INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
DEBT INVESTMENTS WITH NO ACTIVE MARKET
OTHER FINANCIAL ASSETS, NET
PROPERTY AND EQUIPMENT, NET
INTANGIBLE ASSETS, NET
DEFERRED TAX ASSETS
OTHER ASSETS, NET

TOTAL
December 31, 2013
Amount
%
$ 4,397,645
1

88,827,255
18

18,795,444
4
111,034
-
23,006,325
5
20,672,272
4
292,517,032
59
21,735,693
4
3,105,972
1
2,365,826
-
8,477,868
2
2,748,522
1
2,814,164
1
1,830,904
-
576,972
-

206,250

-

$ 492,189,178

100
December 31, 2012
Amount
%
$ 5,596,551
1
82,818,608
18
16,110,835
3
180,242
-
23,741,992
5
20,781,182
4
280,219,426
60
11,865,864
3
2,224,301
1
2,368,548
1
10,713,828
2
3,059,511
1
2,879,693
1
1,868,048
-
928,575
-

226,072

-

$ 465,583,276

100
January 1, 2012
Amount
%
$ 6,002,314
1

86,739,190
20

13,806,866
3

252,233
-

850,505
-

21,950,813
5

269,460,381
61

14,945,412
3

3,927,905
1

2,472,387
1

9,293,780
2

2,634,750
1

2,943,673
1

1,905,193
1

1,115,762
-

552,761

-
$ 438,853,925

100

16

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY
LIABILITIES
Due to the Central Bank and other banks

Financial liabilities at fair value through profit or loss
Derivative financial liabilities for hedging
Payables
Current tax liabilities
Deposits and remittances

Bank debentures
Other financial liabilities
Provisions
Other liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK
Share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating foreign operations
Unrealized gain (loss) on available-for-sale financial assets

Total other equity

Total equity

TOTAL
December 31, 2013
Amount
%
$ 13,782,129
3

7,288,065
1
12,631
-
13,502,992
3
10,870
-
398,305,940
81

27,103,885
6
2,060,491
-
754,125
-

414,966

-

463,236,094

94


23,621,182

5


34,923

-

2,511,684
-
179,722
-

2,903,770

1


5,595,176

1

16,264
-

(314,461
)

-


(298,197
)

-


28,953,084

6

$ 492,189,178

100
December 31, 2012
Amount
%
$ 11,674,958
3
3,745,032
1
12,819
-
5,560,371
1
113,131
-
391,933,266
84
23,072,123
5
1,908,070
-
697,845
-

432,374

-

439,149,989

94


22,422,596

5


22,348

-

1,742,672
-
4,554
-

2,405,786

1


4,153,012

1

9,131
-

(173,800
)

-


(164,669
)

-


26,433,287

6

$ 465,583,276

100
January 1, 2012
Amount
%
$ 11,785,731
3

4,384,840
1

13,093
-

4,495,320
1

124,723
-

369,998,562
84

20,230,280
5

2,211,286
-

690,680
-

427,437

-

414,361,952

94

21,185,604

5

19,706

-

1,030,702
-

4,554
-

2,228,393

1

3,263,649

1

12,762
-

10,252

-

23,014

-

24,491,973

6
$ 438,853,925

100

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

17

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

INTEREST INCOME

INTEREST COST

NET INTEREST INCOME

NONINTEREST INCOME AND GAINS, NET
Net service fee income
Net gain on financial assets and liabilities at fair value
through profit or loss
Net gain on available-for-sale financial assets
Net foreign exchange gain
Net gain on reversal of provision for asset impairment
loss
Share of profit (loss) of associates
Gain on nonperforming receivables acquired
Others

Total noninterest income and gains, net

NET PROFIT

REVERSAL OF PROVISION FOR POSSIBLE LOSSES
AND GUARANTEE OBLIGATIONS RESERVE

OPERATING EXPENSES
Employee benefits expense
Depreciation and amortization
For the Year Ended December 31
2013
2012
Amount
%
Amount
%
$ 11,263,921
118
$ 9,644,265
113

6,379,554

67

5,499,120
64


4,884,367

51

4,145,145
49

2,896,139
30
2,571,922
30
1,097,798
12
1,070,616
13
47,402
-
303,111
4
199,908
2
21,830
-
780
-
44,803
-
61,148
1
(89,375)
(1 )
242,560
3
289,342
3

57,527

1

150,513

2


4,603,262

49

4,362,762
51


9,487,629

100

8,507,907
100


68,604

-

257,746

3

3,544,628
37
3,415,377
40
230,519
3
253,351
3
For the Year Ended December 31
2013
2012
Amount
%
Amount
%
$ 11,263,921
118
$ 9,644,265
113

6,379,554

67

5,499,120
64


4,884,367

51

4,145,145
49

2,896,139
30
2,571,922
30
1,097,798
12
1,070,616
13
47,402
-
303,111
4
199,908
2
21,830
-
780
-
44,803
-
61,148
1
(89,375)
(1 )
242,560
3
289,342
3

57,527

1

150,513

2


4,603,262

49

4,362,762
51


9,487,629

100

8,507,907
100


68,604

-

257,746

3

3,544,628
37
3,415,377
40
230,519
3
253,351
3
Percentage
Increase
(Decrease)
2013 %
118


67


51

30
12
-
2
-
1
3

1


49


100


-

37
3
Amount
$ 11,263,921

6,379,554


4,884,367

2,896,139
1,097,798
47,402
199,908
780
61,148
242,560

57,527


4,603,262


9,487,629


68,604

3,544,628
230,519
%

17
16
18

13

3

(84 )

816

(98 )

168

(16 )
(62 )
6
12
(73 )

4

(9 )

(Continued)

18

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Other general and administrative expenses

Total operating expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE

NET INCOME FOR THE YEAR

OTHER COMPREHENSIVE LOSS
Exchange differences on translating foreign operations
Unrealized loss on available-for-sale financial assets
Share of other comprehensive loss of associates

Other comprehensive loss for the year

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
NET INCOME ATTRIBUTABLE TO:
Owners of the Bank

Non-controlling interests

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
Owners of the Bank

Non-controlling interests

EARNINGS PER SHARE
Basic

Diluted
For the Year Ended December 31
2013
2012
Amount
%
Amount
%

2,217,979

23

2,181,968

26


5,993,126

63

5,850,696

69

3,563,107
37
2,914,957
34

501,837

5

364,192

4


3,061,270

32

2,550,765

30


7,133
-
(3,631 )
-

(125,353 )
(1 )
(172,637 )
(2 )

(14,628
)
-

(11,866
)
-


(132,848
)
(1
)
(188,134
)
(2
)
$ 2,928,422

31
$ 2,362,631

28

$ 3,061,270

32
$ 2,550,765

30

$ -

-
$ -

-

$ 2,928,422

31
$ 2,362,631

28

$ -

-
$ -

-

$ 1.30
$ 1.09
$ 1.20
$ 1.08
Percentage
Increase
(Decrease)
2013
Amount
%

2,217,979

23


5,993,126

63

3,563,107
37

501,837

5


3,061,270

32


7,133
-

(125,353 )
(1 )

(14,628
)
-


(132,848
)
(1
)
$ 2,928,422

31

$ 3,061,270

32

$ -

-

$ 2,928,422

31

$ -

-

$ 1.30

$ 1.20
%
2
2

22
38
20

296

(27 )
23

(29 )
24
20
-
24
-

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

(Concluded)

19

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2012
Appropriation of the 2011 earnings
Legal reserve
Cash dividends - NT$ 0.250 per share
Stock dividends - NT$ 0.534 per share
Net income for the year ended December 31, 2012
Other comprehensive loss for the year ended December 31, 2012
Total comprehensive income (loss) for the year ended December 31, 2012
Employees' bonus - stock
BALANCE, DECEMBER 31, 2012
Share of special reserve of an associate
Appropriation of the 2012 earnings
Legal reserve
Special reserve
Cash dividends - NT$ 0.230 per share
Stock dividends - NT$ 0.493 per share
Net income for the year ended December 31, 2013
Other comprehensive income (loss) for the year ended December 31, 2013
Total comprehensive income (loss) for the year ended December 31, 2013
Employees' bonus - stock
BALANCE, DECEMBER 31, 2013
Equity Attributable












Share Capital
$ 21,185,604

-
-

1,131,311


1,131,311

-

-


-


105,681

22,422,596

-

-
-
-

1,105,434


1,105,434

-

-


-


93,152

$ 23,621,182
Capital Surplus
$ 19,706

-

-

-

-

-

-

-

2,642

22,348

-

-

-

-

-

-

-

-

-

12,575
$ 34,923

20

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

to Owners of the Bank

**Retained Earnings ** Unappropriated
Earnings
$ 2,228,393
(711,970 )
(529,640 )

(1,131,311
)

(2,372,921
)
2,550,765

(451
)

2,550,314

-
2,405,786

-
(769,012 )
(173,800 )
(515,720 )

(1,105,434
)

(2,563,966
)
3,061,270

680

3,061,950

-
$ 2,903,770
Other Equity
Exchange
Differences
Unrealized
on Translating
Gain (Loss) on
Foreign
Available-for-sale
Operations
Financial Assets
$ 12,762
$ 10,252

-
-
-
-

-

-


-

-

-
-

(3,631
)

(184,052
)

(3,631
)

(184,052
)

-

-

9,131
(173,800 )

-

-

-
-
-
-
-
-

-

-


-

-

-
-

7,133

(140,661
)

7,133

(140,661
)

-

-

$ 16,264
$ (314,461
)
Total Equity
$ 24,491,973

-

(529,640 )

-

(529,640
)

2,550,765

(188,134
)

2,362,631

108,323

26,433,287

1,368

-

-

(515,720 )

-

(515,720
)

3,061,270

(132,848
)

2,928,422

105,727
$ 28,953,084












Exchange
Differences
on Translating
Foreign
Operations
$ 12,762

-
-

-


-

-

(3,631
)


(3,631
)


-

9,131

-

-
-
-

-


-

-

7,133


7,133


-

$ 16,264












Legal Reserve
$ 1,030,702

711,970
-

-


711,970

-

-


-


-

1,742,672

-

769,012
-
-

-


769,012

-

-


-


-

$ 2,511,684
Special Reserve
$ 4,554


-

-

-


-


-

-


-


-


4,554

1,368


-

173,800

-

-


173,800


-

-


-


-

$ 179,722

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

21

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation
Amortization
Reversal of provision for possible losses and guarantee obligations reserve
Net valuation loss on financial assets and liabilities at fair value through profit
or loss
Interest cost
Interest income
Dividend income
Shares of loss (profit) of associates
Net gain on reversal of provision for asset impairment loss
Recovery of written-off credits
Others
Changes in operating assets and liabilities
Increase in due from the Central Bank and other banks
Increase in financial assets at fair value through profit or loss
Decrease (increase) in receivables
Increase in discounts and loans
Decrease (increase) in available-for-sale financial assets
Decrease (increase) in held-to-maturity financial assets
Decrease (increase) in debt investments with no active market
Increase (decrease) in due to the Central Bank and other banks
Increase (decrease) in financial liabilities at fair value through profit or loss
Increase in payables
Increase in deposits and remittances
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
For the Year Ended December 31 For the Year Ended December 31


2013
$ 3,563,107
189,220
41,299
(68,604 )
927,647
6,379,554
(11,263,921 )
(75,482 )
(61,148 )
(780 )
1,380,855
(28,545 )
(1,741,893 )
(3,612,256 )
107,630
(13,392,924 )
(10,047,589 )
(894,829 )
2,236,740
2,107,171
3,108,608
8,367,347
6,372,674
11,265,053
75,482
(6,482,692 )

(233,167
)

(1,781,443
)
2012
$ 2,914,957

212,395

40,956

(257,746 )

254,491

5,499,120

(9,644,265 )

(86,040 )

89,375

(44,803 )

1,207,993

(181,117 )

(726,600 )

(2,558,402 )

(217,637 )

(11,108,906 )

3,554,394

1,711,719

(1,370,505 )

(110,773 )

(336,061 )

915,161

21,934,704

9,673,900

86,040

(5,365,610 )

(198,304
)

15,888,436
(Continued)

22

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds of the disposal of buildings and land held for sale
Acquisition of property and equipment
Proceeds of the disposal of property and equipment
Decrease (increase) in other financial assets
Increase in other assets
Increase in an investment accounted for using equity method
Net cash used in the acquisition of subsidiaries
Dividends received from associates
Return of investment settlement measured at cost
Net cash generated from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of the issuance of Euro Convertible Bonds
Proceeds of the issuance of bank debentures
Redemption of bank debentures
Increase (decrease) in other financial liabilities
Increase (decrease) in other liabilities
Cash dividends
Net cash generated from financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS, END OF THE YEAR
For the Year Ended December 31 For the Year Ended December 31







2013
$ 18,140
(123,497 )
80
92,578
(2,473 )
-
-
50,611

-


35,439

4,481,250
4,000,000
(4,000,500 )
152,421
(14,151 )

(515,720
)

4,103,300


(25,115
)
2,332,181

100,225,182

$ 102,557,363
2012
$ 373,213

(149,895 )

709

(426,965 )

(61,554 )

(55,652 )

(9,819 )

58,250

1,408

(270,305
)

-

3,000,000

(86,440 )

(303,216 )

142,510

(529,640
)

2,223,214

(2,803
)

17,838,542

82,386,640
$ 100,225,182

(Continued)

23

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets is as follows:

balance sheets is as follows:
Cash and cash equivalents in consolidated balance sheets

Due from the Central Bank and other banks in accordance with the
definition of “cash and cash equivalents” in IAS 7 “Statement of
Cash Flows”
Securities purchased under resale agreements in accordance with
the definition of “cash and cash equivalents” in IAS 7 “Statement
of Cash Flows”

Cash and cash equivalents in consolidated statements of cash
flows
December 31,
2013
$ 4,397,645

75,153,393

23,006,325

$ 102,557,363
December 31,
2012
$ 5,596,551
70,886,639

23,741,992

$ 100,225,182
January 1,
2012
$ 6,002,314

75,533,821

850,505
$ 82,386,640

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

(Concluded)

24

Handbook for 2014 Annual Shareholders’ Meeting

==> picture [361 x 73] intentionally omitted <==

==> picture [361 x 74] intentionally omitted <==

==> picture [361 x 73] intentionally omitted <==

==> picture [361 x 73] intentionally omitted <==

==> picture [361 x 73] intentionally omitted <==

==> picture [361 x 74] intentionally omitted <==

==> picture [361 x 73] intentionally omitted <==

25

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CASH AND CASH EQUIVALENTS

DUE FROM THE CENTRAL BANK AND OTHER BANKS
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
DERIVATIVE FINANCIAL ASSETS FOR HEDGING
SECURITIES PURCHASED UNDER RESALE AGREEMENTS
RECEIVABLES, NET
DISCOUNTS AND LOANS, NET
AVAILABLE-FOR-SALE FINANCIAL ASSETS
HELD-TO-MATURITY FINANCIAL ASSETS
INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
DEBT INVESTMENTS WITH NO ACTIVE MARKET
OTHER FINANCIAL ASSETS, NET
PROPERTY AND EQUIPMENT, NET
INTANGIBLE ASSETS, NET
DEFERRED TAX ASSETS
OTHER ASSETS, NET

TOTAL
December 31, 2013
Amount
%
$ 4,350,071
1

88,827,255
18

18,795,444
4
111,034
-
23,006,325
5
20,465,440
4
292,517,032
59
21,735,693
4
3,105,972
1
2,661,857
1
8,477,868
2
2,661,695
-
2,809,277
1
1,830,904
-
576,972
-

172,847

-

$ 492,105,686

100
December 31, 2012
Amount
%
$ 5,509,841
1
82,818,608
18
16,110,835
3
180,242
-
23,741,992
5
19,959,548
4
280,219,426
60
11,865,864
3
2,223,302
1
2,796,761
1
10,713,828
2
2,973,537
1
2,872,607
1
1,868,048
-
928,575
-

176,878

-

$ 464,959,892

100
January 1, 2012
Amount
%
$ 5,806,874
1

86,739,190
20

13,806,866
3

252,233
-

850,505
-

21,128,549
5

269,460,381
62

14,945,412
3

3,926,306
1

2,843,101
1

9,293,780
2

2,548,826
1

2,931,980
1

1,905,193
-

1,115,762
-

121,168

-
$ 437,676,126

100

26

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY
LIABILITIES
Due to the Central Bank and other banks

Financial liabilities at fair value through profit or loss
Derivative financial liabilities for hedging
Payables
Current tax liabilities
Deposits and remittances

Bank debentures
Other financial liabilities
Provisions
Other liabilities

Total liabilities

EQUITY
Share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating foreign operations
Unrealized gain (loss) on available-for-sale financial assets

Total other equity

Total equity

TOTAL
December 31, 2013
Amount
%
$ 13,782,129
3

7,288,065
1
12,631
-
13,443,426
3
5,277
-
398,665,473
81

27,103,885
6
1,695,525
-
754,125
-

402,066

-

463,152,602

94


23,621,182

5


34,923

-

2,511,684
-
179,722
-

2,903,770

1


5,595,176

1

16,264
-

(314,461
)

-


(298,197
)

-


28,953,084

6

$ 492,105,686

100
December 31, 2012
Amount
%
$ 11,674,958
3
3,745,032
1
12,819
-
5,496,351
1
75,457
-
392,441,861
84
23,072,123
5
908,005
-
697,845
-

402,154

-

438,526,605

94


22,422,596

5


22,348

-

1,742,672
-
4,554
-

2,405,786

1


4,153,012

1

9,131
-

(173,800
)

-


(164,669
)

-


26,433,287

6

$ 464,959,892

100
January 1, 2012
Amount
%
$ 11,785,731
3

4,384,840
1

13,093
-

4,414,558
1

94,676
-

370,373,644
85

20,230,280
4

810,883
-

690,680
-

385,768

-

413,184,153

94

21,185,604

5

19,706

-

1,030,702
-

4,554
-

2,228,393

1

3,263,649

1

12,762
-

10,252

-

23,014

-

24,491,973

6
$ 437,676,126

100

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

27

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

INTEREST INCOME

INTEREST COST

NET INTEREST INCOME

NONINTEREST INCOME AND GAINS, NET
Net service fee income
Net gain on financial assets and liabilities at fair
value through profit or loss
Net gain on available-for-sale financial assets
Net foreign exchange gain
Net gain on reversal of provision for asset
impairment loss
Share of profit of associates
Gain on nonperforming receivables acquired
Others

Total noninterest income and gains, net

NET PROFIT

REVERSAL OF PROVISION FOR POSSIBLE LOSSES
AND GUARANTEE OBLIGATIONS RESERVE

OPERATING EXPENSES
Employee benefits expense
Depreciation and amortization
Other general and administrative expenses

Total operating expenses
For the Year Ended December 31
2013
2012
Amount
%
Amount
%
$ 11,263,165
122
$ 9,605,071
117

6,378,340

69

5,488,916

67


4,884,825

53

4,116,155

50

2,461,361
27
1,994,676
25
1,097,798
12
1,070,616
13
47,402
1
303,111
4
201,117
2
23,105
-
780
-
56,247
1
231,254
2
195,112
2
227,193
2
238,799
3

53,041

1

176,213

2


4,319,946

47

4,057,879

50


9,204,771
100

8,174,034
100


68,526

1

257,656

3

3,373,247
37
3,237,836
39
226,311
3
243,382
3

2,147,178

23

2,097,480

26


5,746,736

63

5,578,698

68
Percentage
Increase
(Decrease)
2013
Amount
%
$ 11,263,165
122


6,378,340

69


4,884,825

53

2,461,361
27
1,097,798
12
47,402
1
201,117
2
780
-
231,254
2
227,193
2

53,041

1


4,319,946

47


9,204,771
100


68,526

1

3,373,247
37
226,311
3

2,147,178

23


5,746,736

63
%

17
16
19

23

3

(84 )

770

(99 )

19

(5 )
(70 )
6
13
(73 )

4

(7 )
2
3

(Continued)

28

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE

NET INCOME FOR THE YEAR

OTHER COMPREHENSIVE LOSS
Exchange differences on translating foreign
operations
Unrealized loss on available-for-sale financial assets
Share of other comprehensive loss of associates

Other comprehensive loss for the year

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE
Basic

Diluted
For the Year Ended December 31
2013
2012
Amount
%
Amount
%
3,526,561
38
2,852,992
35

465,291

5

302,227

4


3,061,270

33

2,550,765

31

7,133
-
(3,631 )
-

(125,353 )
(1 )
(172,637 )
(2 )

(14,628
)
-

(11,866
)
-


(132,848
)
(1
)
(188,134
)
(2
)
$ 2,928,422

32
$ 2,362,631

29

$ 1.30
$ 1.09
$ 1.20
$ 1.08
Percentage
Increase
(Decrease)
2013
Amount
%
3,526,561
38

465,291

5


3,061,270

33

7,133
-

(125,353 )
(1 )

(14,628
)
-


(132,848
)
(1
)
$ 2,928,422

32

$ 1.30

$ 1.20
%

24
54
20

296

(27 )
23

(29 )
24

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

(Concluded)

29

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2012

Appropriation of the 2011 earnings
Legal reserve
Cash dividends - NT$ 0.250 per share
Stock dividends - NT$ 0.534 per share


Net income for the year ended December 31, 2012
Other comprehensive loss for the year ended December 31, 2012

Total comprehensive income (loss) for the year ended December 31, 2012

Employees' bonus - stock

BALANCE, DECEMBER 31, 2012
Share of special reserve of an associate

Appropriation of the 2012 earnings
Legal reserve
Special reserve
Cash dividends - NT$ 0.230 per share
Stock dividends - NT$ 0.493 per share


Net income for the year ended December 31, 2013
Other comprehensive income (loss) for the year ended December 31, 2013

Total comprehensive income (loss) for the year ended December 31, 2013

Employees' bonus - stock

BALANCE, DECEMBER 31, 2013
Share Capital
$ 21,185,604

-
-

1,131,311


1,131,311

-

-


-


105,681

22,422,596

-

-
-
-

1,105,434


1,105,434

-

-


-


93,152

$ 23,621,182
Capital Surplus
$ 19,706

-

-

-

-

-

-

-

2,642

22,348

-

-

-

-

-

-

-

-

-

12,575
$ 34,923

30

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

**Retained Earnings ** Unappropriated
Earnings
$ 2,228,393
(711,970 )
(529,640 )

(1,131,311
)

(2,372,921
)
2,550,765

(451
)

2,550,314

-
2,405,786

-
(769,012 )
(173,800 )
(515,720 )

(1,105,434
)

(2,563,966
)
3,061,270

680

3,061,950

-
$ 2,903,770
Other Equity
Exchange
Differences
Unrealized
on Translating
Gain (Loss) on
Foreign
Available-for-sale
Operations
Financial Assets
$ 12,762
$ 10,252

-
-
-
-

-

-


-

-

-
-

(3,631
)

(184,052
)

(3,631
)

(184,052
)

-

-

9,131
(173,800 )

-

-

-
-
-
-
-
-

-

-


-

-

-
-

7,133

(140,661
)

7,133

(140,661
)

-

-

$ 16,264
$ (314,461
)
Total Equity
$ 24,491,973

-

(529,640 )

-

(529,640
)

2,550,765

(188,134
)

2,362,631

108,323

26,433,287

1,368

-

-

(515,720 )

-

(515,720
)

3,061,270

(132,848
)

2,928,422

105,727
$ 28,953,084












Exchange
Differences
on Translating
Foreign
Operations
$ 12,762

-
-

-


-

-

(3,631
)


(3,631
)


-

9,131

-

-
-
-

-


-

-

7,133


7,133


-

$ 16,264












Legal Reserve
$ 1,030,702

711,970
-

-


711,970

-

-


-


-

1,742,672

-

769,012
-
-

-


769,012

-

-


-


-

$ 2,511,684
Special Reserve
$ 4,554


-

-

-


-


-

-


-


-


4,554

1,368


-

173,800

-

-


173,800


-

-


-


-

$ 179,722

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

31

==> picture [122 x 28] intentionally omitted <==

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation
Amortization
Reversal of provision for possible losses and guarantee obligations reserve
Net valuation loss on financial assets and liabilities at fair value through profit
or loss
Interest cost
Interest income
Dividend income
Shares of profit of associates
Net gain on reversal of provision for asset impairment loss
Recovery of written-off credits
Others
Changes in operating assets and liabilities
Increase in due from the Central Bank and other banks
Increase in financial assets at fair value through profit or loss
Decrease (increase) in receivables
Increase in discounts and loans
Decrease (increase) in available-for-sale financial assets
Decrease (increase) in held-to-maturity financial assets
Decrease (increase) in debt investments with no active market
Increase (decrease) in due to the Central Bank and other banks
Increase (decrease) in financial liabilities at fair value through profit or loss
Increase in payables
Increase in deposits and remittances
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment
Proceeds of the disposal of property and equipment
Decrease (increase) in other financial assets
For the Year Ended December 31 For the Year Ended December 31


2013
$ 3,526,561
186,327
39,984
(68,526 )
927,647
6,378,340
(11,263,165 )
(75,482 )
(231,254 )
(780 )
1,380,855
(28,545 )
(1,741,893 )
(3,612,256 )
(507,850 )
(13,392,924 )
(10,047,589 )
(895,829 )
2,236,740
2,107,171
3,108,608
8,371,354
6,223,612
11,264,063
75,482
(6,481,031 )

(163,320
)

(2,683,700
)
(122,802 )
80
93,431
2012
$ 2,852,992

203,361

40,021

(257,656 )

254,491

5,488,916

(9,605,071 )

(86,040 )

(195,112 )

(56,247 )

1,207,993

(103,933 )

(726,600 )

(2,558,402 )

189,428

(11,108,906 )

3,554,394

1,711,119

(1,370,505 )

(110,773 )

(336,061 )

932,091

22,068,217

9,634,920

86,040

(5,355,594 )

(142,719
)

16,210,364

(145,243 )

709

(834,914 )

(Continued)

32

Handbook for 2014 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

Decrease (increase) in other assets
Dividends received from subsidiaries and associates
Increase in an investment accounted for using equity method
Net cash used in the acquisition of subsidiaries
Return of investment settlement measured at cost
Net cash generated from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of the issuance of Euro Convertible Bonds
Proceeds of the issuance of bank debentures
Redemption of bank debentures
Increase in other financial liabilities
Increase in other liabilities
Cash dividends
Net cash generated from financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS, END OF THE YEAR
For the Year Ended December 31 For the Year Ended December 31







2013
$ 1,191
352,898
-
-

-


324,798

4,481,250
4,000,000
(4,000,500 )
787,520
2,784

(515,720
)

4,755,334


(25,115
)
2,371,317

100,138,472

$ 102,509,789
2012
$ (58,586 )

285,238

(55,652 )

(9,819 )

1,408

(816,859
)

-

3,000,000

(86,440 )

97,122

75,528

(529,640
)

2,556,570

(2,803
)

17,947,272

82,191,200
$ 100,138,472

Reconciliation of the amounts in the statements of cash flows with the equivalent items reported in the balance sheets is as follows:

Cash and cash equivalents in balance sheets

Due from the Central Bank and other banks in accordance with the
definition of “cash and cash equivalents” in IAS 7 “Statement of
Cash Flows”
Securities purchased under resale agreements in accordance with
the definition of “cash and cash equivalents” in IAS 7 “Statement
of Cash Flows”

Cash and cash equivalents in statements of cash flows
December 31,
2013
$ 4,350,071

75,153,393

23,006,325

$ 102,509,789
December 31,
2012
$ 5,509,841
70,886,639

23,741,992

$ 100,138,472
January 1,
2012
$ 5,806,874

75,533,821

850,505
$ 82,191,200

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

(Concluded)

33

==> picture [122 x 28] intentionally omitted <==

Attachment III

Supervisor's Review Report on the 2013 Business Operations and Financial Statements

To the 2014 General Shareholders’ Meeting of Far Eastern International Bank

In accordance with Article 219 of the Company Law, we have examined the Business Report, the Earnings Distribution Proposal, and Financial Statements submitted by the Board of Directors for the year ending 2013 which had been audited by CPA J.H. Chen and C.S. Yang of Deloitte & Touche, and found them in order.

General Supervisor Humphrey Cheng Supervisor Shi-Chun Hsu Supervisor Linin Day

March 4, 2014

34

Handbook for 2014 Annual Shareholders’ Meeting

Attachment IV

Report of Article 25 of the Banking Act

  • (i) According to the Gin-Guan-Yin-Kong-Zi No. 10060005191 Order of the Financial Supervisory Commission (referred to as the “FSC” hereinafter) dated January 31, 2012, banks should have Article 25 of the Banking Law scheduled in the shareholders’ meeting one year before the election year to remind shareholders of the relevant provisions.

  • (ii) Reporting matters are as follows:

  • According to Article 25 Paragraph 2 of the Banking Law, the same person or the same related party who has individually, jointly or collectively held over 5% voting shares issued by the same bank must report it to the competent authorities within ten days from the issuing date, and similarly, a cumulative increase or decrease of 1% shareholding beyond the 5% shareholding threshold.

  • According to Article 25 Paragraph 3 of the Banking Law, the same person or the same related party who intends to individually or jointly or collectively hold over 10%, 25%, or 50% voting shares issued by the same bank must report it separately to the competent authorities for approval in advance.

  • According to Article 25 Paragraph 4 of the Banking Law, the shares held by a third party on behalf of the same person or the same related party by trust, appointment or other contract, agreement, and authorization should be included in the shareholding of the same related party.

  • According to Article 25 Paragraph 5 of the Banking Law, before the implementation of the clauses amended on December 9, 2008, the same person or the same related party who has individually or jointly or collectively held over 5% but below 15% voting shares issued by the same bank, must report it to the competent authorities within six months from the implementing date. The shareholding ratio at the time of reporting can be maintained if it is reported to the competent authorities before the deadline. If the original shareholding ratio exceeds 10%, the first-time increase in shareholding should be reported to the competent authorities for approval in advance.

  • According to Article 25 Paragraph 6 of the Banking Law, the guidelines for the same person or the same related party to apply for approval in accordance with Paragraph 3 or the proviso of Paragraph 5 regarding the qualification, enclosures, intended shareholding acquisition, purpose, source of funds, and other requirements are to be stipulated by the competent authorities.

35

==> picture [122 x 28] intentionally omitted <==

  1. According to Article 25 Paragraph 8 of the Banking Law, the same person or the shareholder and the spouse, and minors who have collectively held over 1% voting shares issued by the same bank must report it to the bank by the shareholder.

  2. (iii) According to Article 25.1 of the Banking Law, the same person referred to in Article 25 of the Banking Law means the same natural person or juristic person; the same related party means the related party of the same natural person or juristic person. The related party of the same natural person includes the shareholder, spouse, second-degree blood relatives, an enterprise that is with over 1/3 voting shares or capital held by them, and an enterprise or juridical association within which they act as chairman, president, or a majority of the directors. The related party of the same juristic person includes the juristic person and the chairman, president, the spouse of the president, second-degree blood relatives, an enterprise that has over 1/3 voting shares or capital held by them, and the enterprise or juridical association and the affiliate of the juristic person that they act as chairman, president, or a majority of the directors.

  3. (iv) Violation of shareholders against Article 25 Paragraph 2, Paragraph 3, or Paragraph 5 of the Banking Law by failing to report to the competent authorities or holding bank voting shares without authorization, the excessive shareholding is without voting rights and it will be ordered by the competent authorities to be disposed of before the deadline. Moreover, the FSC may charge a fine of NT$2 million ~ NT$10 million in accordance with Article 128 Paragraph 3 of the Banking Law. When being elected as a director, supervisor, or an officer of the bank in the future, the FSC may consider having the offender disqualified as the person-in-charge due to the offense of dishonesty and misconduct stated in Article 3 Paragraph 13 of the “Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks.”

  4. (v) Violation of shareholders against Article 25 Paragraph 8 of the Banking Law by failing to report, the FSC may charge a fine of NT$0.5 million ~ NT$2.5 million in accordance with Article 131 Paragraph 1 of the Banking Law.

  5. (vi) This motion was resolved at the 11[th] board meeting of the 8[th] term on March 4, 2014.

36

Handbook for 2014 Annual Shareholders’ Meeting

Attachment V

Report of Subordinated Financial Debentures issued in 2013

  • (i) Handled in accordance with Article 246 of the Company Law.

  • (ii) Completion of the Bank’s 2013 secondary financial bond offering is as follows:

Term 2013 1st Secondary Financial Bond
Board Resolution reached in the 4thboard meeting of the 8th
resolution date term on 3.20.2013
Issuing date 11.6.2013~11.6.2020
Amount NT$4 billion
Per Annum Fixed rate 2.1%
1. Enhance capital adequacy ratio, strengthen capital structure, and
Reasons for develop businesses.
offering 2. Obtain mid-term and long-term working capital, improve assets and
liabilities structure, and reduce operational risk.
Repayment
Repayment of principal at maturity
method
Security method No security
Approval authority
Unit Financial Supervisory Commission
Date 5.8.2013
Doc. No. Gin-Guan-Yin -Guo-Zi No. 10200123660 Order
Note Completely issued

(iii) This motion was resolved during the 11[th] board meeting of the 8[th] term on March 4, 2014.

37

==> picture [122 x 28] intentionally omitted <==

Attachment VI

Amendment to the Rules Governing the Conduct of Shareholders’ Meeting of Far Eastern International Bank

Section Proposed changes Current Articles Reasons
Article 2 The location for shareholders’ meeting The location for shareholders’ meeting I. In order to protect the
shall be the Company’s place of shall be the Company’s place of shareholders’ rights to
business or a place convenient for business or a place convenient for participate the meeting and
attendance by shareholders (or by attendance by shareholders (or by enhance the efficiency of
proxies) that is suitable to holding of proxies) that is suitable to holding of the meeting procedure, the
this meeting. The meeting shall be held this meeting. The meeting shall be held paragraph 2 and 4 are
between 9:00AM and 3:00PM. between 9:00AM and 3:00PM. added. The wording of the
The meeting notice of the The shareholders (or proxies) when last part in paragraph 2 is

shareholders’meeting shall state the

attending the meeting shall wear

revised and moved to

registration time, location and other

admission badge and hand in sign-in
paragraph 4.

important information. The aforesaid

cards.

registration time shall start at least
thirty minutes before the beginning of
the meeting. The registration desk shall
be featured with clear instructions and
competent staffs.
When convening shareholders’ When convening shareholders’
meeting, the Company shall meeting, the Company shall
incorporate electronic vote casting as incorporate electronic vote casting as
one of the alternative ways to cast the one of the alternative ways to cast the
vote, and the procedure of electronic vote, and the procedure of electronic
casting shall be written in the notice of casting shall be written in the notice of
shareholders’ meeting. Shareholders shareholders’ meeting. Shareholders
who vote via electronic casting is who vote via electronic casting is
deemed as presented in person. With deemed as presented in person. With
respect to extemporary motions, respect to extemporary motions,
amendments of the original proposals, amendments of the original proposals,
and substitute proposals raised in the and substitute proposals raised in the
shareholders’ meeting, those who vote shareholders’ meeting, those who vote
via electronic casting shall be via electronic casting shall be
considered as abstain. considered as abstain.
Shareholders (or proxies) shall attend
shareholders meeting based on
attendance cards, sign-in cards, or
other certificates of attendance.
Solicitors soliciting proxy forms shall
also bring identification documents for
verification. Shareholders (or proxies)
when attending the meeting shall hand
in sign-in cards.

38

Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Proposed changes Current Articles Reasons
Article 2 Number of shareholders in attendance Number of shareholders in attendance
shall be calculated based on the shall be calculated based on the
number of attending shares, which number of attending shares, which
equals to the sum of number of shares equals to the sum of number of shares
shown on the signed attended forms shown on the signed attended forms
and the number of voting shares via and the number of voting shares via
electronic casting. electronic casting.
The Company may appoint lawyers, The Company may appoint lawyers, II. The sequence of the
accountants or related personnel to accountants or related personnel to original Paragraph 4 ~
attend the shareholders’ meeting. attend the shareholders’ meeting. Paragraph 8 are moved to
The personnel in charge of handling The personnel in charge of handling Paragraph 5 ~ Paragraph
the affaires of the meeting shall wear the affaires of the meeting shall wear 9.
identification badge or armband. identification badge or armband.
For a shareholders’ meeting convened For a shareholders’ meeting convened III. The paragraph 8 is
by the board of directors, the chairman by the board of directors, the chairman amended to reflect the
of the board of directors shall preside of the board of directors shall preside responsibility of the
at the meeting. If the chairman of the at the meeting. If the chairman of the chairman of the Meeting,
board of directors is on leave or unable board of directors is on leave or unable who has to explain the
to exert the rights, the vice-chairman of to exert the rights, the vice-chairman of proposed resolutions and
the board of directors shall preside the board of directors shall preside material information of the
instead. If the position of vice-chairman instead. If the position of vice-chairman Company and reply the
is vacant or the vice-chairman is on is vacant or the vice-chairman is on inquiries raised by
leave or unable to exert the rights, the leave or unable to exert the rights, the shareholders.
chairman of the board of directors shall chairman of the board of directors shall
designate a director to preside at the designate a director to preside at the
meeting. If no director is so designated, meeting. If no director is so designated,
the chairman of the meeting shall be the chairman of the meeting shall be
elected by the board of directors from elected by the board of directors from
among themselves. When a director among themselves. For a shareholders’
serves as chairman, the director shall meeting convened by any other person
be one who has held that position for having the convening right, he/she
six months or more and who shall act as the chairman of that
understands the financial and business meeting; if there are two or more
conditions of the Bank. The same shall persons having the convening right, the
be true for a representative of a juristic chairman of the meeting shall be
person director that serves as elected from among themselves.
chairman.
For a shareholders’
meeting convened by any other person
having the convening right, he/she
shall act as the chairman of that
meeting; if there are two or more
persons having the convening right, the
chairman of the meeting shall be
elected from among themselves.
The complete processes of the meeting The complete processes of the meeting IV. In order to reproduce the
shall be recorded by voiceand
video
shall be recorded by voiceor
video
whole process of the

recorders and all the records shall be

recorders and all the records shall be

shareholders’ meetingto

39

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Section Proposed changes Proposed changes Proposed changes Current Articles Current Articles Reasons
Article 2 kept by the Company for a minimum kept by the Company for a minimum clarify the meeting related
period of at least one year.If a period of at least one year. arguments, the paragraph
shareholder files a lawsuit pursuant to 9 is amended accordingly
Article 189 of the Company Law, the
video and audio records shall be
retained until the conclusion of the
litigation.
Article 11 In regards to the resolution of proposals, In regards to the resolution of proposals, To ensure the shareholders
unless otherwise provided for in the unless otherwise provided for in the can receive the results and
relevant law and regulation or Company’s relevant law and regulation or Company’s sufficient information of the
articles of incorporation, resolution shall articles of incorporation, resolution shall voting and election
be passed by a majority of the voting be passed by a majority of the voting immediately, the paragraph 5
rights represented by the shareholders rights represented by the shareholders is amended accordingly.
(or proxies) attending the meeting. (or proxies) attending the meeting.
The proposal for a resolution shall be The proposal for a resolution shall be
deemed approved if no objection deemed approved if no objection
expressed by shareholders casting expressed by shareholders casting
their votes via electronic casting, and if their votes via electronic casting, and if
the chairperson inquires and receives the chairperson inquires and receives
no objection from shareholders in no objection from shareholders in
attendance in person. The validity of attendance in person. The validity of
such approval has the same effect as if such approval has the same effect as if
the resolution has been put to vote. the resolution has been put to vote.
Should objection of a proposal be Should objection of a proposal be
expressed, such proposal shall be put expressed, such proposal shall be put
to vote. All proposals may be put to to vote. All proposals may be put to
vote one after the other by its vote one after the other by its
sequence, or may be put to vote sequence, or may be put to vote
together and numbers of votes for each together and numbers of votes for each
proposal are counted separately. proposal are counted separately.
Whichever way of the voting Whichever way of the voting
procedures shall be decided by the procedures shall be decided by the
chairperson. chairperson.
If there are amendments or substitute If there are amendments or substitute
proposals for the same proposal, the proposals for the same proposal, the
sequence of which to be put to vote sequence of which to be put to vote
shall be decided by the chairperson. If shall be decided by the chairperson. If
one of the two proposals has been one of the two proposals has been
approved, the other shall be deemed approved, the other shall be deemed
rejected without requirement to put it to rejected without requirement to put it to
vote. vote.
The results of voting and election
shall
The results of voting shall be reported

be

announced after the vote calculation

on the spot and kept for records.
on the spot and kept for records.

40

Handbook for 2014 Annual Shareholders’ Meeting

Attachment VII

Amendment to the Articles of Incorporation of Far Eastern International Bank

Section Proposed changes Current Articles Reasons
Article 15 The Bank shall have nine (9) to fifteen The Bank shall have nine (9) to fifteen Pursuant to Article 14-4 of the
(15) Directors, and three (3) to five (5) (15) Directors, and three (3) to five (5) Securities Exchange Act and
Supervisors, all to be elected among Supervisors, all to be elected among the Gin-Guan-Jheng-Fa-Zi
the shareholders with capacity at a the shareholders with capacity at a No. 10200531121 Order dated
shareholders’ meeting. The directors shareholders’ meeting. The directors December 31, 2013 by the
shall include not less than two shall include not less than two Financial Supervisory
Independent Directors, and not less Independent Directors, and not less Commission, the Bank upon
than one-fifth of the director seats shall than one-fifth of the director seats shall the expiry of the term of the
be held by the Independent Directors. be held by the Independent Directors. incumbent directors and
A candidate nomination system shall A candidate nomination system shall supervisors (June 26, 2015),
be adopted for the election of Directors be adopted for the election of Directors shall establish an audit
and Supervisors. The shareholders and Supervisors. The shareholders committee to replace
shall elect the Directors and shall elect the Directors and supervisors. The Article is
Supervisors from the list of candidates Supervisors from the list of candidates hereby amended.
of Directors and Supervisors. Any of Directors and Supervisors. Any
matters relating to nomination shall be matters relating to nomination shall be
handled in accordance with Article 192- handled in accordance with Article 192-
1 of the Company Act and the relevant 1 of the Company Act and the relevant
laws and regulations. laws and regulations.
The Bank’s Audit Committee is
organized by all independent directors
in accordance with the provisions of the
Securities Exchange Act. Members of
the Audit Committee, the exercise of
authorities, and other binding matters
are processed in accordance with the
governing law or the organizational
regulations. The organic regulation of
the Audit Committee is separately
prescribed by the Board of Directors.
The number of total shares owned by The number of total shares owned by
the Directors and the Supervisors shall the Directors and the Supervisors shall
be prescribed in accordance with the be prescribed in accordance with the
‘Regulation Governing the ‘Regulation Governing the
Shareholding Percentage of Directors Shareholding Percentage of Directors
and Supervisors and its Verification of and Supervisors and its Verification of
Publicly Traded Companies’. Publicly Traded Companies’.
Article 20 The Power of the Board of Directors The Power of the Board of Directors The text amendment is
shall be as follows: shall be as follows: processed in accordance with
(1) To review and approve any (1) To review and approve any Article 34-1 Paragraph 1
corporate rules or regulations; corporate rules or regulations; Section 8 of the ”Corporate

41

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Section Proposed changes Proposed changes Current Articles Current Articles Reasons
Article 20 (2) To review and approve business (2) To review and approve business Governance Best-Practice
plan; plan; Principles for Banking” and by
(3) To propose as to the increase or (3) To propose as to the increase or referring to Article 5-2
decrease of capital; decrease of capital; Paragraph 1 Section 6 of the
(4) To decide as to whether to (4) To decide as to whether to Bank’s “Rules of Procedure
establish, to revoke, or to change establish, to revoke, or to change for Board of Directors
any of the branches and/or any of the branches and/or Meeting.”
representative offices of the Bank; representative offices of the Bank;
(5) To review important contracts; (5) To review important contracts;
(6) To prepare and compile budgets (6) To prepare and compile budgets
and settlement of accounts; and settlement of accounts;
(7) To decide as to whether to buy or (7) To decide as to whether to buy or
sell real estates; sell real estates;
(8) To propose as to the appropriation (8) To propose as to the appropriation
of profits or surplus; of profits or surplus;
(9) To review and approve big loan (9) To review and approve big loan
applications and important applications and important
businesses; businesses;
(10) To Review and approve the (10) To handle matters related to the

appointment and dismissal of

appointment of the President and

officers and managers of Finance,

Executive Vice Presidents;

Accounting, Risk Management,
Legal Compliance, and Internal
Audit;
(11) To review and approve the (11) To review and approve the
appointment and dismissal of each appointment and dismissal of each
department head of both the department head of both the
administrative and business units. administrative and business units.
(12) To review matters assigned by the (12) To review matters assigned by the
Chairman of the Board of Directors Chairman of the Board of Directors
and the proposals submitted by and the proposals submitted by
the President; the President;
(13) To carry out the resolutions of the (13) To carry out the resolutions of the
shareholders’ meeting; shareholders’ meeting;
(14) To perform any other functions as (14) To perform any other functions as
may be prescribed by laws and may be prescribed by laws and
regulations. regulations.
Article 23 The Bank’s management includes The definition of the
President, Executive Vice Presidents, management in Paragraph 1
Heads of Business Unit, Deputy is added in response to the
Executive Vice Presidents, Department needs of business operation.
Heads (Managers and Officers), and The original content of the
Branch Managers. paragraph has been realigned
The Bank shall appoint: a President to The Bank shall appoint: a President to to Paragraph 2, with the text
manage the overall business of the manage the overall business of the amended accordingly.
Bank in accordance with the policy Bank in accordance with the policy
adopted by the Board of Directors; and adopted by the Board of Directors; and
a number of managers at all levels are a number of Executive Vice Presidents

42

Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Proposed changes Current Articles Reasons
Article 23 appointed
to assist the President.
and a number of managers to assist
Besides, the Bank shall also appoint the President. Besides, the Bank shall
one Chief Auditor to manage the also appoint one Chief Auditor to
overall auditing matters of the Bank. manage the overall auditing matters of
Appointment and dismissal of the the Bank. Appointment and dismissal
above-mentioned personnel shall be of the above-mentioned personnel shall
approved by a majority vote of the be approved by a majority vote of the
Directors present at a Meeting of Board Directors present at a Meeting of Board
of Directors. of Directors.
Article 29 These Articles of Incorporation were These Articles of Incorporation were
established on May 14, 1990 and shall established on May 14, 1990 and shall
be effective as of the date on which be effective as of the date on which
they are approved by the competent they are approved by the competent
authority. authority.
Omitted Omitted
※The Twenty-second amendment ※The Twenty-second amendment I
The 24th amendment is
was made on June 26, 2012 by the was made on June 26, 2012 by the added in Paragraph 1.
Shareholders’ Meeting. Shareholders’ Meeting.
II. The transitional provision
※The Twenty-third amendment was ※The Twenty-third amendment was
for establishing an Audit
made on June 19, 2013 by the made on June 19, 2013 by the
Committee is added in
Shareholders’ Meeting. Shareholders’ Meeting.
Paragraph 2.
The Twenty-fourth amendment was The amendment of Articles of
made on June 24, 2014 by the Incorporation shall take effect on
Shareholders’Meeting. approval by the shareholders’ meeting.
The amendment of Articles of
Incorporation shall take effect on
approval by the shareholders’ meeting.
According to Article 14-4 of the
Securities Exchange Act, the Article of
Incorporation regarding the
establishment and regulations of an
Audit Committee should be
implemented after the expiry of the
term of the incumbent directors and
supervisors and the election of new
directors and supervisors. The
supervisors and the Articles of
Incorporation regarding supervisors
should be repealed on the
establishment date of the Audit
Committee.

43

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Attachment VIII

Amendment to the Procedure of Asset Acquisition or Disposal of Far Eastern International Bank

Section Proposed changes Proposed changes Proposed changes Current Articles Current Articles Current Articles Reasons
Article 3 Scope of Assets Scope of Assets I. In line with Article 3 of the
I. Securities: Including investment in I. Securities: Including investment in “Guidelines for Handling
stocks, bonds, corporate bonds, stocks, bonds, corporate bonds, Acquisition and Disposal of
financial bonds, fund securities, financial bonds, fund securities, Assets by Public
depositary receipts, call (put) depositary receipts, call (put) Companies” (hereinafter
warrants, beneficiary certificate, and warrants, beneficiary certificate, and referred to as the
asset-based securities. asset-based securities. “Guidelines”), the text of
II. Real estate (includingland, II. Real estate (including construction Paragraph 2 is to be
buildings and house, investment- industry inventories) andother fixed amended with land,

oriented real estate, land use rights
,

assets
.
building and house, and

and construction industry

investment-oriented real
inventories) and equipment
.
estate, and land use rights
(Others omitted) (Others omitted) included in the definition of
X. The provision of 10% of total assets real estate; additionally,
in the Regulations Governing the the text will be amended in
Acquisition and Disposal of Assets accordance with the IFRSs
is based on the total assets amount adopted.
in the most recent independent or II. Paragraph 10 will be
individual financial report that is added pursuant to the
stipulated in the Regulations requirements specified in
Governing the Preparation of Article 33.2 of the
Financial Reports by Securities Guidelines in order to
Issuers. define the provision of
10% of total assets that is
based on the total assets
amount in the most recent
independent or individual
financial report.
Article 4 Definition of terms Definition of terms I. The text of Paragraph 2 is
(Others omitted) (Others omitted) adjusted pursuant to the
II. Acquisition or disposal of assets by II. Acquisition or disposal of assets by amendment of Article 4
legal merger, split, purchase, or legal merger, split, purchase, or Paragraph 2 of the
transfer of shares: Refers to transfer of shares: Refers to Guidelines and Article 156
acquisition or disposal of assets by acquisition or disposal of assets by of the Company Law.
merger, split, or purchase in merger, split, or purchase in II. Paragraph 3 and
accordance with the Business accordance with the Business Paragraph 4 will be
Merger & Acquisition Law, Financial Merger & Acquisition Law, Financial combined into Paragraph 3
Holding Company Law, Financial Holding Company Law, Financial pursuant to the provision
Institutions Merger Act, or any other Institutions Merger Act, or any other of Article 4 Paragraph 3 of
law, or issuance of new shares for law, or issuance of new shares for the Guidelines. Also, the
the transfer of shares from other the transfer of shares from other Company is to finalize the
companies (hereinafter referred to companies (hereinafter referred to definition of related party

44

Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Proposed changes Current Articles Current Articles Reasons
Article 4 as “transfer of shares”) in as “transfer of shares”) in and subsidiary in
accordance with Article 156 accordance with Article 156 compliance with the
Paragraph 8
of the Company Law.
Paragraph 6 of the Company Law. Regulations Governing the
III. Related part y and subsidiary: It III. Related party:It is defined in Preparation of Financial

should be recognized in

accordance with the Statement of

Reports by Securities

accordance with the Regulations
Financial Accounting Standards No.
Issuers. In addition,

Governing the Preparation of

6 published by the ROC Accounting
current Paragraph 5 -

Financial Reports by Securities

Research and Development

Paragraph 9 is realigned to

Issuers.

Foundation (hereinafter referred to

Paragraph 4 - Paragraph

as the Accounting Research and

8.
Development Foundation). III. The text of Paragraph 4
IV. Subsidiary: It is defined in will be amended pursuant
accordance with the Statement of to the adoption of IFRSs;
Financial Accounting Standards so is Paragraph 7.
No. 5 and No. 7 published by the
Accounting Research and
Development Foundation.
IV
.
Professional appraiser: Real Estate V.
Professional appraiser: Real Estate

appraisers or other appraisers who

appraisers or other appraisers who
may engage in real estate and may engage in real estate and
equipment
appraisal business
other fixed assets
appraisal

lawfully.

business, in a lawful manner.
V.
Date of occurrence: Refers to the VI.
Date of occurrence: Refers to the
signing date of the transaction, the signing date of the transaction, the
payment date, commission closing payment date, commission closing
date, the transfer date, the Board date, the transfer date, the Board
resolution date, or the date the trade resolution date, or the date the trade
party and transaction amount can party and transaction amount can
be sufficiently verified (whichever be sufficiently verified (whichever
is sooner). For investors who are is sooner). For investors who are
subject to the approval of the subject to the approval of the
competent authorities, the dates competent authorities, the dates
referred to above or the date referred to above or the date
receiving approval from the receiving approval from the
competent authorities (whichever competent authorities (whichever
is sooner) shall prevail. is sooner) shall prevail.
VI.
Investment in Mainland China: VII.
Investment in Mainland China:
Refers to the investment in Refers to the investment in
Mainland China in accordance with Mainland China in accordance with
the “Regulations Governing the “Regulations Governing
Approval for Engaging in Approval for Engaging in
Investment or Technical Investment or Technical
Cooperation in the Mainland Area” Cooperation in the Mainland-Area”
by the Investment Commission of by the Investment Commission of
the Ministry of Economic Affairs. the Ministry of Economic Affairs.
VII.
The aforementioned “within one VIII.
The aforementioned “within one
year” refers to the year before the year” refers to the year before the
date of the acquisition or disposal date of the acquisition or disposal
of assets;also,the announcedpart of assets;also,the announcedpart

45

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Section Proposed changes Proposed changes Proposed changes Proposed changes Current Articles Current Articles Current Articles Current Articles Reasons
Article 4 is excluded. is excluded.
VIII
.The aforementioned “most recent
IX
.The aforementioned “most recent
financial statements” refers to the financial statements” refers to the
Bank’s publishing the financial Bank’s publishing the financial
statements audited or reviewed by statements audited or reviewed by
a CPA prior to the acquisition or a CPA prior to the acquisition or
disposal of assets. disposal of assets.
Article 7 Regulations for Handling Acquisition Regulations for Handling Acquisition I. The subject title and the
and Disposal of Real Estate or and Disposal of Real Estate orOther text of Paragraph 1 to
Equipment Fixed Assets Paragraph 4 regarding
I. Assessment and operating
other fixed assets and
I. Assessment and operating procedures. machines and equipment
procedures. The Bank is to handle the for business will be
The Bank is to handle the acquisition or disposal of real estate amended pursuant to the
acquisition or disposal of assets and other fixed assets
in
provision of Article 9 of the
and equipment
in accordance with
accordance with the relevant Guidelines.
the relevant provisions of the Bank. provisions of the Bank. II. In addition, the text of
II. Trading conditions and authorized II. Trading conditions and authorized Paragraph 4 Section 3 will
amount decision-making amount decision-making be amended pursuant to
procedures procedures the amendment of Article 4
(I) The acquisition or disposal of (I) The acquisition or disposal of Paragraph 3 of the
real estate should be analyzed real estate should be analyzed Guidelines.
with a report presented to the with a report presented to the
board of directors for review and board of directors for review and
approval by referring to the approval by referring to the
announced value, assessed announced value, assessed
value, actual transaction price of value, actual transaction price of
the real estate property in the the real estate property in the
adjacent area, and the proposed adjacent area, and the proposed
transaction conditions and price. transaction conditions and price.
(II) The acquisition or disposal of (II) The acquisition or disposal of
equipment
should be processed
other fixed asse
ts should be

by inquiry, parity, negotiation, or
processed by inquiry, parity,
tender; and in addition, should negotiation, or tender; also,
be approved progressively in should be approved
accordance with the Bank’s progressively in accordance with
decentralized approval authority. the Bank’s decentralized
A price that is beyond the approval authority. A price that
authorization of the president is beyond the authorization of
should be presented to the the president should be
Board of Directors for approval. presented to the Board of
Directors for approval.
III. Undertaking Unit III. Undertaking Unit
The Bank’s acquisition or disposal The Bank’s acquisition or disposal
of real estate or equipment
is to be
of real estate or other fixed assets
implemented by the Secretariat. is to be implemented by the
Secretariat.
IV. Real estate or equipment
appraisal
IV. Real estate orother fixed assets
report appraisal report

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Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Proposed changes Proposed changes Current Articles Current Articles Current Articles Reasons
Article 7 For the Bank’s acquisition or For the Bank’s acquisition or
disposal of real estate or equipment disposal of real estate or other fixed

(except for transactions conducted

assets
(except for transactions
with government agencies, conducted with government
proprietary land commissioned to agencies, proprietary land
build, leased land commissioned to commissioned to build, leased land
build, or the equipment for business commissioned to build, or machines
acquired or disposed), a transaction and equipment for business
amount over 20% of the paid-in acquired or disposed), a transaction
capital or NT$300 million shall amount over 20% of the paid-in
require an appraisal report obtained capital or NT$300 million shall
from a professional appraiser require an appraisal report obtained
before the date of occurrence; in from a professional appraiser
addition, it must meet the following before the date of occurrence; in
requirements: addition, it must meet the following
(Others omitted) requirements:
(III) For the appraisal findings of a (Others omitted)
professional appraiser under (III) For the appraisal findings of a
one of the following professional appraiser under
circumstances, unless the one of the following
appraisal result of the assets circumstances, unless the
acquired is higher than the appraisal result of the assets
transaction amount or the acquired is higher than the
assets disposed is lower than transaction amount or the
the transaction amount, it should assets disposed is lower than
be processed in accordance the transaction amount, it should
with the Auditing Standards be processed in accordance
(SFAS) No. 20, published by with the Auditing Standards
theROC
Accounting Research
(SFAS) No. 20 published by the
and Development Foundation Accounting Research and
(hereinafter referred to as the Development Foundation.
Accounting Research and Additionally, a specific opinion
Development Foundation
).
should be issued on the root
Additionally, a specific opinion cause of the discrepancy and
should be issued on the root the adequacy of the trading
cause of the discrepancy and price.
the adequacy of the trading
price.
(Others omitted) (Others omitted)
Article 8 Regulations for Handling Acquisition Regulations for Handling Acquisition
and Disposal of Marketable Securities and Disposal of Marketable Securities
(Others omitted) (Others omitted)
IV. Opinions of experts IV. Opinions of experts
For the acquisition or disposal of For the acquisition or disposal of
securities, the Bank should obtain securities, the Bank should obtain
the subject company’s most recent the subject company’s most recent
financial statements audited or financial statements audited or
reviewed by CPAs as a reference reviewed by CPAs as a reference
prior to the date of occurrence to prior to the date of occurrence to

47

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Section Proposed changes Proposed changes Proposed changes Current Articles Current Articles Reasons
Article 8 evaluate the transaction price: evaluate the transaction price:
(I) For a transaction amount over (I) For a transaction amount over The Financial Supervisory
20% of the paid-in capital or 20% of the paid-in capital or Commission, Executive Yuan
NT$300 million, the CPA should NT$300 million, the CPA should has been restructured as the
be consulted prior to the date of be consulted prior to the date of Financial Supervisory
occurrence to express an opinion occurrence to express an opinion Commission since July 1,
on the reasonableness of the on the reasonableness of the 2012; therefore the text of
transaction price. The report of transaction price. The report of Paragraph 4 Section (1) is
experts needed by the CPA, if experts needed by the CPA, if amended accordingly.
any, should be processed in any, should be processed in
accordance with Auditing accordance with Auditing
Standards No. 20 published by Standards No. 20 published by
the Accounting Research and the Accounting Research and
Development Foundation, unless Development Foundation, unless
there is a public quote of the there is a public quote of the
securities available in an active securities available in an active
market, or it is otherwise provided market, or it is otherwise provided
by the Financial Supervisory by the Financial Supervisory
Commission. Commission of the Executive
Yuan
.
(Others omitted) (Others omitted)
Article 9 Regulations for Handling Related Party Regulations for Handling Related Party I. The related party
Transactions Transactions transaction exempted from
(Others omitted) (Others omitted) the requirement of
II. Assessment and operating II. Assessment and operating information submission to
procedures procedures the board of directors and
For the Bank’s real estate acquired For the Bank’s real estate acquired supervisors for approval is
from or disposed to the related party, from or disposed to the related party, added in Paragraph 2
or the assets other than real estate or the assets other than real estate pursuant to the provision
acquired from or disposed to the acquired from or disposed to the of Article 14 Paragraph 1
related party for an amount over 20% related party for an amount over 20% of the Guidelines.
of the paid-in capital, 10% of the total of the paid-in capital, 10% of the total
assets, or NT$300 million (except assets, or NT$300 million, the
for the trade of government bonds, following information should be
bond with repurchase or redemption submitted to the Board of Directors
conditions, and purchase or and Supervisors for approval in
redemption of the domestic money order to have a contract signed and
market funds)
,the following
payment made:
information should be submitted to the
Board of Directors and Supervisors
for approval in order to have a
contract signed and payment made:
(I) The purpose, necessity, and
expected benefits of the (I) The purpose, necessity, and
acquisition or disposal of expected benefits of the
assets; acquisition or disposal of
(II) Reasons for choosing the assets;
related party as a trading (II) Reasons for choosing the
counterpart; relatedpartyas a trading

48

Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Current Articles Reasons
Article 9 (III) The relevant information for counterpart;
assessing the reasonableness (III) The relevant information for
of the scheduled trading assessing the reasonableness
conditions pursuant to Paragraph of the scheduled trading
3 Section (1) and Section (4) of conditions pursuant to Paragraph
this Article for acquiring real 3 Section (1) and Section (4) of
estate from a related party; this Article for acquiring real
(IV) Related party’s initial acquisition estate from a related party;
date and price, trade counterpart (IV) Related party’s initial acquisition
and its relationship with the date and price, trade counterpart
company and related party, etc. and its relationship with the
(V) Estimate the monthly cash flow company and related party, etc.
within the year from the expected (V) Estimate the monthly cash flow
contract month and assess the within the year from the expected
necessity of trade and contract month and assess the
reasonableness of fund usage. necessity of trade and
(VI) The appraisal report of a reasonableness of fund usage.
professional appraiser or the (VI) The appraisal report of a
opinions of a CPA is acquired in professional appraiser or the
accordance with the provisions opinions of a CPA is acquired in
of Paragraph 1 of this Article. accordance with the provisions
(VII) Trade conditions and other of Paragraph 1 of this Article.
important agreements; (VII) Trade conditions and other
When reporting the foregoing important agreements;
requirements to the Board of Directors When reporting the foregoing
for discussion, the opinions of requirements to the Board of Directors
independent directors should be taken for discussion, the opinions of
into consideration fully. The objection independent directors should be taken
or qualified opinion of independent into consideration fully. The objection
directors, if any, should be stated in or qualified opinion of independent
the minutes of the relevant board directors, if any, should be stated in
meeting. the minutes of the relevant board
III. Assessment of transaction cost meeting. II. The Financial Supervisory
reasonableness III. Assessment of transaction cost Commission, Executive
(Others omitted) reasonableness Yuan has been
(V) If the real estate acquired from (Others omitted) restructured as the
the related party by the Bank is (V) If the real estate acquired from Financial Supervisory
assessed to be lower than the a related party by the Bank is Commission since July 1,
transaction price in accordance assessed to be lower than the 2012; therefore the text of
with Paragraph 3 Section (1) and transaction price in accordance Paragraph 3 Section (5) is
(2) of the Article, the following with Paragraph 3 Section (1) and amended accordingly.
matters should be processed. (2) of the Article, the following
Moreover, if the Bank and the matters should be processed.
public companies that have Moreover, if the Bank and the
investments in the Bank valued public companies that have the
with the equity method have investments in the Bank valued
special reserve appropriated in with the equity method have
accordance with the provisions special reserve appropriated in
referred to above,the special accordance with theprovisions

49

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Section Proposed changes Proposed changes Proposed changes Current Articles Current Articles Current Articles Current Articles Current Articles Reasons
Article 9 reserve cannot be used until referred to above, the special
the assets acquired at high reserve cannot be used until
prices are with the recognized the assets acquired at high
valuation loss, disposed of, prices are with a recognized
compensated appropriately, or valuation loss, disposed of,
restituted, or no compensated appropriately, or
unreasonableness is evidenced, restituted, or no
and with the approval of the unreasonableness is evidenced,
Financial Supervisory and with the approval of the
Commission. Financial Supervisory
Commission of the Executive
1. The Bank should have a Yuan
.
special reserve appropriated 1. The Bank should have a
for the difference between special reserve appropriated
the real estate price and for the difference between
estimated cost in accordance the real estate price and
with Article 41 Paragraph 1 estimated cost in accordance
of the Securities Exchange with Article 41 Paragraph 1
Act,
and it may not be
of the Securities Exchange

distributed or capitalized for

Act
and it may not be
stock shares distribution. The distributed or capitalized for
public companies invested in stock shares distribution. The
the Bank under the equity public companies invested in
method should have special the Bank under the equity
reserve appropriated method should have special
respectively, to the appropriate reserve appropriated
amount and shareholding respectively to the
ratio in accordance with Article appropriated amount and a
41 Paragraph 1 ofthe shareholding ratio in
Securities Exchange Act
.
accordance with Article 41
Paragraph 1 of the Securities
Exchange Act
.
2. Supervisors should have it 2. Supervisors should have it
handled in accordance with handled in accordance with
Article 218 of the Company Article 218 of the Company
Law. Law.
3. The process of Paragraph 3 3. The process of Paragraph 3
Section (5).1 and (5).2 of this Section (5).1 and (5).2 of this
Article should be reported to Article should be reported to
the shareholders’ meeting the shareholders’ meeting
and the transaction details and the transaction details
should be disclosed in the should be disclosed in the
annual report and annual report and III. The construction of
prospectus. prospectus. proprietary land or leased
(VI) For real estate acquired from a (VI) For real estate acquired from a land commissioned to a
related party by the Bank under related party by the Bank under related party pursuant to
one of the following one of the following Article 15 Paragraph 4 of the
circumstances, it should be circumstances, it should be Guidelines is similar to joint
handled in accordance with handled in accordance with construction in nature;

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Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Proposed changes Proposed changes Current Articles Reasons
Article 9 Paragraphs 1 and Paragraph 2 Paragraphs 1 and Paragraph 2 therefore, Paragraph 3
of the Article related to the of the Article related to the Section (6).3 is amended
assessments and operating assessments and operating to stipulate that the
procedures but not Paragraph procedures but not Paragraph requirements of Paragraph
3 Section (1), (2), and (3) related 3 Section (1), (2), and (3) related 3 Section (1) – (3), regarding
to the assessment of transaction to the assessment of transaction having the transaction cost
cost reasonableness. cost reasonableness. reasonableness assessed
1. Related party has assets 1. Related party has assets for the real estate acquired
acquired by inheritance or acquired by inheritance or from a related party, is not
bestowal. bestowal. applicable if the real estate
2. The related party had 2. The related party had is acquired by having the
contracted to acquire the real contracted to acquire the real proprietary land or leased
estate for over five years estate for over five years land commissioned to a
from the transaction date. from the transaction date. related party for
3. Real estate is acquired by 3. Sign a construction contract construction; however,
signing a contract for joint with the related party to Section (1) and Section (2)
construction ,proprietary land acquire the real estate. remain effective.
commissioned to build, or IV. The text of Paragraph 4
leased land commissioned to regarding machines and
build
with a related party.
equipment for business is
(VII) For real estate acquired from (VII) For real estate acquired from amended pursuant to the
the related party by the Bank the related party by the Bank introduction of the
with any breach of business with any breach of business International Financial
operation evidenced, it should operation evidenced, it should Reporting Standards
be handled in accordance with be handled in accordance with (IFRSs).
Paragraph 3 Section (5) of the Paragraph 3 Section (5) of the V. The text of the remaining
Article. Article. paragraphs is amended
IV. Loan amount authorization procedure IV. Loan amount authorization procedure accordingly.
and the implementation unit. and the implementation unit.
The acquisition or disposal of The acquisition or disposal of
equipment for business between machines and
equipment for business
the Bank and its subsidiaries should between the Bank and its subsidiaries
be reported to the board of directors should be reported to the board of
with the relevant information enclosed directors with the relevant information
for approval by the Secretariat in enclosed for approval by the
advance. However, if it is for an Secretariat in advance. However, if
amount less than NT$300 million, the it is for an amount less than NT$300
Chairman is authorized to have it million, the Chairman is authorized to
approved directly for operation and have it approved directly for operation
presented to the board of directors and presented to the board of
for ratification afterwards. directors for ratification afterwards.
Article 10 Regulations for Handling Acquisition Regulations for Handling Acquisition The transaction of intangible
and Disposal of Membership Card or and Disposal of Membership Card or assets conducted with
Intangible Assets Intangible Assets government agencies is
(Others omitted) (Others omitted) exempted from the requirement
IV. Membership card or intangible IV. Membership card or intangible of having a CPA contracted to
assets assessments report assets assessments report express an opinion on the
For the Bank’s acquisition or disposal For the Bank’s acquisition or disposal reasonableness of a
of membershipcard or intangible of membershipcard or intangible transactionpricepursuant to

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Section Proposed changes Proposed changes Proposed changes Current Articles Current Articles Current Articles Reasons
Article 10 assets for an amount over 20% of assets for an amount over 20% of Article 11 of the Guidelines.
paid-in capital or NT$300 million, paid-in capital or NT$300 million, a
except for the transactions conducted CPA should be contracted prior to
with government agencies
,a CPA
the date of occurrence to express
should be contracted prior to the an opinion on the reasonableness
date of occurrence to express an of the transaction price which
opinion on the reasonableness of should be processed in accordance
the transaction price which should with Auditing Standard No. 20 of the
be processed in accordance with Accounting Research and
Auditing Standard No. 20 of the Development Foundation.
Accounting Research and
Development Foundation.
Article 12 Regulations for Handling Acquisition and Regulations for Handling Acquisition and I. Pursuant to the provision
Disposal of Financial Derivatives Disposal of Financial Derivatives of Article 20 Paragraph 3
(Others omitted) (Others omitted) of the Guidelines,
(VI) The management authorized by (VI) The management authorized by Paragraph 3 is added
the Board shall have derivatives the Board shall have derivatives regarding the derivatives
trading managed in accordance trading managed in accordance trade of the Bank, if
with the following principles: with the following principles: personnel are authorized
1. Regularly assess the 1. Regularly assess the to handle it in accordance
adequacy of the current risk adequacy of the current risk with the Regulations, it
management measures and management measures and should be reported to the
have it processed in have it processed in most recent board
accordance with the accordance with the meeting. The current
“Guidelines for Handling “Procedures.” Paragraph 3 and

Acquisition and Disposal of

Paragraph 4 are realigned
Assets by Public Companies” to Paragraph 4 and
and the Regulations. Paragraph 5.
2. Take necessary measures 2. Take necessary measures II. In addition, Paragraph 4
for any nonconforming trade for any nonconforming trade regarding the process of
and profit and loss; also, and profit and loss; also, derivatives transaction
report it immediately to the report it immediately to the data reservation for record
Board of Directors. Board of Directors. is amended in accordance
Independent directors must Independent directors must with the actual practice.
attend the board meeting to attend the board meeting to
express an opinion. express an opinion.
III. If personnel are authorized to handle III.
ADerivative Transaction Log
should

derivatives transactions in accordance

be established with the related data
with the Regulations, it should be of the derivatives transaction
type,

reported to the most recent board

amount, date, and Board meeting
meeting. resolution date, and matters that
IV.
For derivatives transactions, the should be carefully assessed in
related data
of the transaction type,

accordance with Paragraph 2 Section
amount, the Board meeting / (4), Section (5).2, and Section (6).1
general Board meeting
resolution
of the Articles should bedocumented

date, and matters that should be
in the Log for future reference.
carefully assessed in accordance
with Paragraph 2 Section (4),
Section(5).2,and Section(6).1 of

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Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Proposed changes Proposed changes Current Articles Reasons
Article 12 the Article must be reserved
for
future reference.
V.
Internal audit system
IV
.Internal audit system

Internal auditors should appraise the

Internal auditors should appraise the
adequacy of derivative transactions adequacy of derivative transactions
internal control regularly and internal control regularly and
randomly; and in addition, audit on randomly; and in addition, audit on
a monthly basis the compliance of a monthly basis the compliance of
the Trade Department engaged in the Trade Department engaged in
derivative transactions with an audit derivative transactions, with an audit
report composed. Supervisors should report composed. Supervisors should
be informed in writing for any major be informed in writing of any major
nonconformity identified. nonconformities that are identified.
Article 14 Information Disclosure Procedure Information Disclosure Procedure I. Pursuant to the provision of
I. Announcement and declaration I. Announcement and declaration Article 30 Paragraph 1
matters and standards matters and standards Section 1 and 4 (3) of the
(I) It is for real the estate acquired (I) It is for real estate acquired Guidelines, the purchase
from or disposed to the related from or disposed to the related or redemption of domestic
party, or the assets other than party, or assets other than real money market funds is
real estate acquired from or estate acquired from or exempted from the
disposed to the related party for disposed to the related party for requirement of an
an amount over 20% of the an amount over 20% of the announcement. The text of
paid-in capital, 10% of the total paid-in capital, 10% of the total Paragraph 1 Section (1)
assets, or N$300 million, except assets, or N$300 million, except and (4).3 is amended
for the trade of government for the trade of government accordingly.
bonds, bonds with repurchase bonds and bonds with II. Pursuant to the provision
or redemption conditions,and repurchase or redemption of Article 30 Paragraph 1
purchase or redemption of the conditions. Section 4 (2) of the
domestic money market funds. Guidelines, marketable
(II) Engaged in the merger, split, (II) Engaged in the merger, split, securities subscribed by
acquisition, or transfer of shares. acquisition, or transfer of shares. securities firms at the
(III) Derivative trading losses amount (III) Derivative trading losses amount primary market in
to the threshold of a collective to the threshold of a collective accordance with the
contract or an individual contract contract or an individual contract governing law are
defined in the Procedures. defined in the Procedures. exempted from the
(IV) Engaged in the transaction of (IV) Engaged in the transaction of requirement of an
assets, disposition of claims, or assets, disposition of claims, or announcement. The text of
investment in Mainland China investment in Mainland China Paragraph 1 Section (4).2
other than the ones in the other than the ones in the is amended accordingly.
preceding three paragraphs preceding three paragraphs
with a transaction amount over with a transaction amount over
20% of the paid-in capital or 20% of the paid-in capital or
NT$300 million. NT$300 million.
However, except for the following However, except for the following
conditions: conditions:
1. Trade of government bonds; 1. Trade of government bonds;
2. Marketable securities traded 2. Marketable securities traded
by professional investors at by professional investors at
domestic and overseas Stock domestic and overseas Stock

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Section Proposed changes Proposed changes Proposed changes Proposed changes Current Articles Current Articles Reasons
Article 14 Exchanges or Securities Exchanges or Securities
Firms, or marketable Firms.
securities subscribed by
securities firms at the
primary market in
accordance with the
governing law.
3. Trade of bonds with 3. Trade of bonds with III. The text of Paragraph 1
repurchase or redemption repurchase or redemption Section (4).4 regarding
conditions , and purchase or conditions. machine and equipment
redemption of domestic for business will be
money market funds. amended pursuant to the
4. The acquisition or disposal of 4. The acquisition or disposal of adoption of IFRSs.
assets that are equipment for assets that are machines
business purposes, traded and
equipment for business
with a non-related party for purposes, traded with non-
an amount less than NT$500 related party for an amount
million. less than NT$500 million.
5. Real estate is acquired by 5. Real estate is acquired by
proprietary land proprietary land
commissioned to build, leased commissioned to build, leased
land commissioned to build, land commissioned to build, IV. The Financial Supervisory
joint construction for building joint construction for building Commission, Executive
sharing, joint construction for sharing, joint construction for Yuan has been
percentage sharing, or joint percentage sharing, or joint restructured as the
construction for sales sharing construction for sales sharing Financial Supervisory
with an amount less than with an amount less than Commission since July 1,
NT$500 million. NT$500 million. 2012; therefore the text of
(V) The transaction amount in the (V) The transaction amount in the Paragraph 3 Section (1),
last four paragraphs is calculated last four paragraphs is calculated (2), and (5) are amended
as follows: as follows: accordingly
1. The amount of each 1. The amount of each
transaction; transaction;
2. The transaction amount of 2. The transaction amount of
the underlying subject the underlying subject
acquired from or disposed to acquired from or disposed to
the same counterpart the same counterpart
cumulatively within one year; cumulatively within one year;
3. The transaction amount of the 3. The transaction amount of the
real estate in the same real estate in the same
development project acquired development project acquired
or disposed (acquisition and or disposed (acquisition and
disposition is accumulated disposition is accumulated
separately) cumulatively separately) cumulatively
within one year; within one year;
4. The transaction amount of the 4. The transaction amount of the
same marketable security same marketable security
acquired or disposed acquired or disposed
(acquisition and disposition (acquisition and disposition

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Handbook for 2014 Annual Shareholders’ Meeting

Section Proposed changes Current Articles Current Articles Reasons
Article 14 is accumulated separately) is accumulated separately)
cumulatively within one year; cumulatively within one year;
(VI) The aforementioned “within one (VI) The aforementioned “within one
year” in the preceding year” in the preceding
paragraph refers to the year paragraph refers to the year
before the occurrence date of before the occurrence date of
the transaction and the the transaction and the
requirement of announcement requirement of announcement
is exempted in accordance with is exempted in accordance with
the Regulations. the Regulations.
II. Announcement and declaration II. Announcement and declaration
The Bank’s acquisition or disposal The Bank’s acquisition or disposal
of assets, subject to the mandatory of assets, subject to the mandatory
announcement of Paragraph 1 of this announcement of Paragraph 1 of this
Article with a reportable amount, Article with a reportable amount,
should be processed for should be processed for
announcement and declaration announcement and declaration
within two days from the date of within two days from the date of
occurrence. occurrence.
III. Announcement and declaration III. Announcement and declaration
procedure procedure
(I) The Bank should have the (I) The Bank should have the
relevant information published relevant information published
on the website designated by on the website designated by
the Financial Supervisory the Financial Supervisory
Commission for the purpose of Commission, Executive Yuan
for
announcement and declaration. the purpose of announcement
and declaration.
(II) The Bank should have the (II) The Bank should have the
derivatives trade of the Bank derivatives trade of the Bank
and non-domestic subsidiaries up and non-domestic subsidiaries up
to the end of the last month to the end of the last month
published in the mandatory published in the mandatory
format on the website designated format on the website designated
by the Financial Supervisory by the Financial Supervisory
Commission before the 10th Commission, Executive Yuan
day of each month. before the 10thday of each
month.
(III) If the Bank’s mandatory (III) If the Bank’s mandatory
announcement items are found announcement items are found
with errors or omissions that must with errors or omissions that must
be corrected, all mandatory be corrected, all mandatory
announcement items should be announcement items should be
announced and declared again. announced and declared again.
(IV) The Bank should have the (IV) The Bank should have the
contract, minutes of meeting, contract, minutes of meeting,
Log, appraisal reports, and Log, appraisal reports, and
written opinions of the CPAs, written opinions of the CPAs,
lawyers,or securities lawyers,or securities

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Section Proposed changes Current Articles Current Articles Reasons
Article 14 underwriters related to the underwriters related to the
acquisition or disposal of assets acquisition or disposal of assets
reserved at the Bank’s for at least reserved at the Bank’s for at least
five years, unless otherwise five years, unless otherwise
provided by law. provided by law.
(V) In any of the following (V) Under any of the following
circumstances, the Bank’s circumstances, the Bank’s
handling transaction handling transaction
announcement and declaration, announcement and declaration,
in accordance with the in accordance with the
Regulations, should have the Regulations, should have the
relevant information published relevant information published
on the website designated by on the website designated by
the Financial Supervisory the Financial Supervisory
Commission within two days Commission, Executive Yuan

from the date of occurrence.
within two days from the date of
occurrence.
1. The originally signed contract 1. The originally signed contract
has been changed, has been changed,
terminated, or cancelled. terminated, or cancelled.
2. The merger, split, 2. The merger, split,
acquisition, or transfer of acquisition, or transfer of
shares has not been shares has not been
completed in accordance completed in accordance
with the schedule. with the schedule.
3. The original announcement 3. The original announcement
and declaration has been and declaration has been
changed. changed.
IV. Format of announcement IV. Format of announcement
The format of the announcement for The format of the announcement for
the mandatory announcement items the mandatory announcement items
and content according to the and content according to the
Regulations is illustrated in the Regulations is illustrated in the
“Guidelines for Handling Acquisition “Guidelines for Handling Acquisition
and Disposal of Assets by Public and Disposal of Assets by Public
Companies” and is attached. Companies” and is attached.

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Handbook for 2014 Annual Shareholders’ Meeting

Attachment IX

Current shareholding of Directors and Supervisors

Book closure date: 26 April 2014

Name of persons Representatives Number of Percentage of
Position
or companies appointed shares held shares held
Chairperson Yu Ding Industrial Co.,
Ltd.
Ching-Ing Hou 8,443,753 0.31%
Vice Chairman Douglas Tong Hsu - 5,267,667 0.19%
Independent Director,
Managing Director
Ben C.B. Chang - 0 0
Executive Director Oriental Union Chemical
Corp.
Shaw Y. Wang 48,176,549 1.77%
Tsung-Ming Chung 48,176,549 1.77%
Director Ta Juh Chemical Fiber
Co., Ltd.
Eli Hong 19,305,531 0.71%
Asia Cement Corp. Thomas Chou 65,120,828 2.39%
Min-Teh Yu 65,120,828 2.39%
Independent Director Bing Shen - 0 0
The combined shareholding of all directors on the book closure date 146,314,328 5.37%
The minimum required combined shareholding of all directors by law 65,450,838 2.40%
Resident Supervisor Far Eastern New
Century Corp.
Humphrey Cheng 72,458,863 2.66%
Supervisor Far Eastern New
Century Corp.
Shi-Chun Hsu 72,458,863 2.66%
YDT Technology
International Company.
Linin Day 2,424,870 0.09%
The combined shareholding of all supervisors on the book closure date 74,883,733 2.75%
The minimum required combined shareholding of all supervisors by law 6,545,083 0.24%

Note: The holdings of individual representatives are excluded from total shareholding calculations.

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Attachment X

Impact of the Stock Dividend Distribution on Operating Results, Earnings per Share and Shareholders’ Return on Investment

Not applicable.

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Handbook for 2014 Annual Shareholders’ Meeting

Attachment XI

Information about employee bonuses and remuneration to Directors and Supervisors

The 2013 Earnings Distribution were resolved by the Board of Directors on 4 March 2014. The information regarding employee bonuses, Directors and supervisors are as underneath:

  • (1) It is proposed to distribute NT$124,321,022 for employee bonuses (in stocks) and NT$41,440,341 for Directors and supervisors remuneration.

  • (2) As the employee bonuses and remuneration to Directors and supervisors are different from recognized estimated amount, the difference, reasons, and measures should be disclosed: Not applicable.

  • Note: Pursuant to the rule issued by Financial Supervisory Commission (the Gin-Guan-JhengShen-Zi No. 1010059296 Order) on 28 December 2012.

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GENERAL INFORMATION

I Articles of Incorporation of Far Eastern International Bank

Chapter I. General Provisions

Article 1

The purpose of this Bank is to support the government policy of financial internationalization and liberalization and to promote the development of domestic economy and industry. The Bank shall be named FAR EASTERN INTERNATIONAL BANK CO. LTD. and be incorporated as a Company Limited by Shares in accordance with the Bank Law and the Company Law of the Republic of China.

The English name of the Bank is to be FAR EASTERN INTERNATIONAL BANK.

Article 2

The head office of the Bank shall be located in Taipei, Taiwan, the Republic of China. Whenever deemed necessary to facilitate or promote business, the Bank may establish sub-organizations in any appropriate locations both at home and abroad.

Chapter II. Business of the Bank

Article 3

The business of the Bank shall be categorized as H101021 Commercial Banking Industry.

Article 3 bis

The scope of business of the Bank shall be as follows:

  • (1) To accept check deposits;

  • (2) To accept demand deposits;

  • (3) To accept time deposits;

  • (4) To provide short or long term loans;

  • (5) To accept discounted notes;

  • (6) To invest in government bonds, short term bills, corporate bonds and financial bonds;

  • (7) To engage in domestic and foreign remittance;

  • (8) To accept commercial bill of exchange;

  • (9) To issue local and foreign letters of credit;

  • (10) To engage in local and foreign guarantee service;

  • (11) To act as a collecting and paying agent;

  • (12) To act as agent for selling government bonds, treasury bills, corporate bonds and company stocks;

  • (13) To engage in credit card business;

  • (14) To engage in custodial and warehousing business;

  • (15) To engage in safe boxes leasing business;

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Handbook for 2014 Annual Shareholders’ Meeting

  • (16) To buy and sell foreign cash and traveler’s check;

  • (17) To provide guarantee service to export foreign exchange transaction, import foreign exchange transaction, general incoming and outgoing remittance, foreign exchange deposits, foreign exchange loans, and foreign exchange guaranteed payment;

  • (18) To provide foreign exchange collateralized account service;

  • (19) To engage in derivative financial products business to the approval of the central competent authority;

  • (20) To provide factoring service subject to the approval of the central competent authority;

  • (21) To issue financial bonds;

  • (22) To underwrite the issuance of corporate bonds;

  • (23) To provide the services as designated by the provisions of Trust Business Law;

  • (24) To engage in the securities business (to buy and sell securities as an agent);

  • (25) To sell gold bars, gold coins, and silver coins as an agent;

  • (26) To provide agent’s service related to the above-mentioned business or subject to the approval of the central competent authority;

  • (27) To engage in other related business subject to the approval of the central competent authority.

Chapter III. Shares

Article 4

The total authorized capital of the Bank is to be Thirty Five Billion New Taiwan Dollars (NT$45,000,000,000), Three billion and Five Hundred Million (4,500,000,000) common shares with a par value of Ten New Taiwan Dollars (NT$10) per share, which may be partially issued, from time to time, by the Board of Directors under authorization.

Issuance of Preferred Stock shall not exceed the amount described above.

Article 4 bis

The Bank has issued Series A Registered Preferred Stock. The rights, obligations, and other important terms and conditions are listed as follows:

  1. Should there be surplus after the closing of annual accounts, the Bank shall pay all taxes and make up the loss of the previous years in compliance with the law. Should there be further surplus, legal reserve and special reserve shall be retained in compliance with the law and the relevant provisions of the Articles of Incorporation. After that, the remaining surplus together with the unallocated surplus of the last year shall first be paid for the dividends of the current year and the unpaid dividends of the previous years on the Series A Preferred Stock.

  2. The dividends of Series A Preferred Stock shall be marked up based on the fixed interest rate of the one-year time deposit issued by the Chunghwa Post Co., Ltd. The mark-up shall be limited up to 4% per annum and calculated based on the actual selling price. After the books of accounts are recognized in the yearly Shareholders’ Meeting, the Board of Directors shall separately set a standard date for paying such dividends.

The payment of the dividends of Series A Preferred Stock of the current year shall be calculated based on the actual issuing days from the issue date in proportion to the days of the total year.

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The issue date means the standard date of capital increase. The payment of the dividends in the redemption year shall thus be calculated based on the actual issuing days in proportion to the days of that total year.

  1. Should there be no surplus after the closing of the annual accounts, or should the surplus be insufficient for the payment of the dividends of Series A Preferred Stock of the current year, or should the payment of the dividends of Series A Preferred Stock result in the falling of the capital adequacy ratio of the Bank below the minimum requirement prescribed by the law or the competent authority and the payment of dividends be thus suspended, such insufficient portion of dividends shall be accumulated and be paid in priority order in the later years with surplus.

  2. The remaining assets of the Bank shall be distributed to the holders of the Series A Preferred Stock in preference to the holders of the Common Stock provided, however, that such distribution shall not exceed the total issuing value and any dividends owed.

  3. The holders of the Series A Preferred Stock shall have no voting and election rights in the Shareholders’ Meeting; but they shall have the right to be elected to be directors or supervisors.

  4. Except the right of receive the dividends as provided in Sub-paragraph 2 of this Paragraph, the holders of the Series A Preferred Stock shall have no right to the distribution of the cash or capital set aside from the surplus and capital surplus, available to the holders of the Common Stock.

  5. In case of the issuing of new stock by the Bank due to capital increase, the holders of the Series A Preferred Stock shall have the same pre-emptive right to purchase the new stock like the holders of the Common Stock.

  6. Commencing from the second day of the third anniversary from the issue date of the Series A Preferred Stock, except during the time when the transfer of shares is suspended in accordance with the law, the holders of the Series A Preferred Stock shall have the right, at any time, to convert the Series A Preferred Stock, in full or in part, into shares of Common Stock of the Bank at the conversion rate of one-to-one. The rights and obligations of the Common Stock so converted shall be the same as those of the other original Common Stock.

  7. Should any shares of the Series A Preferred Stock be converted into shares of the Common Stock before the standard date of distribution of dividends, the holders shall not have the right to the distribution of the dividends of Preferred Stock in the current and following years. However, the outstanding dividends of such Series A Preferred Stock in the previous years shall still be paid, in priority order, in the same year or the following years.

  8. The Series A Preferred Stock shall be perpetual without maturity date. Commencing from the second day of the fifth anniversary of the issue date, if permitted by the law and the competent authority, the Bank may, at any time, redeem, at the actual issuing price, the whole or a part of the Series A Preferred Stock in circulation. Should the Bank fail to redeem the Series A Preferred Stock before the fifth anniversary of the issue date, an additional one percent per annum shall be increased to its dividends commencing from the second day of the fifth anniversary of the issue date.

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Handbook for 2014 Annual Shareholders’ Meeting

The Board of the Directors shall be authorized to prescribe the dividend rate of the Series A Preferred Stock at the actual issue date according to the conditions of the current capital market and subject to the restrictions as provided in the Sub-paragraph 2 of the preceding Paragraph.

Article 5

The share certificate of the Bank shall be numbered, bearing the joint signatures or seals of three Directors, and issued only after it is duly underwritten in accordance with the Law.

The shares issued by the Bank need not be witnessed by printed share certificate but shall be registered with a securities central depository institution; and at the time of issuing new shares, the Bank may print a share certificate witnessing the total shares so issued but shall arrange to safe-keep such share certificate at a securities central depository institution.

At the request of any securities central depository institution, the Bank may re-issue share certificates witnessing large number of shares in exchange for those certificates witnessing small number of shares.

The Bank may issue special shares certificates.

If the Bank wishes to merge with another company, matters relating to such merger need not be decided by the resolution of special shareholders’ meeting.

Article 6

Any matter relating to share transactions of the Bank shall be handled in accordance with ‘the Regulation Governing the Handling of Share Transactions by Publicly Traded Companies’ and other relevant laws and regulations.

Article 7

Registration of transfer of a share certificate shall be suspended within sixty (60) days prior to a regular shareholders’ meeting, or thirty (30) days prior to a special shareholders’ meeting, or five (5) days prior to the date set for distributing dividends, bonuses, or other benefits.

Chapter IV. Shareholders’ Meetings

Article 8

Meetings of shareholders of the Bank are of two kinds, namely: regular meetings of shareholders and special meetings of shareholders. Unless otherwise defined in the laws and regulations, the meetings ard called by the Board of Directors according to law. A regular meeting of shareholders shall be called by the board of directors within six months after the conclusion of each business year. A special meeting of shareholders may be called by the law whenever they deem it necessary.

Article 9

Notice of a regular meeting of shareholders shall be given to each shareholder and publicly announced thirty (30) days prior to the date of meeting. Notice of a special meeting of shareholders shall be given to each shareholder and publicly announced fifteen (15) days prior to the date of meeting. The notice shall state the time, place, and the reasons for calling the meeting.

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Article 10

Unless otherwise provided in the Company Law, a quorum of the meeting of shareholders shall consist of shareholders holding more than half the total outstanding shares issued by the Bank, resolutions of shareholders shall be made by a majority vote of shareholders present in person.

Article 11

The powers of the meeting of shareholders shall be as follows:

  • (1) To prescribe and amend the Articles of Incorporation;

  • (2) To elect the directors and supervisors;

  • (3) To review the books prepared by the board of directors and the supervisors’ reports;

  • (4) To review proposals governing the increase or decrease of the share capital of the Bank;

  • (5) To distribute profit or make up the deficit;

  • (6) To resolve on any other important matters or those as provided in the Company Law.

Article 12

When the shareholder is unable to attend the Shareholders’ Meeting, the entrusted deputy may attend the meeting and exercise the shareholder’s rights according to Article 177 of the Company Act. The entrusted deputy is not the shareholder only.

Unless the Company Law provides otherwise, the designation of a proxy by any shareholder shall be subject to the ‘Regulation Governing the Attendance by Proxy of Shareholders’ Meetings of Publicly Traded Companies’.

Article 13

Unless the Company Law or the Articles of Incorporation of the Bank should provide otherwise, the meetings of shareholders shall be presided over in accordance with the Rules of Proceedings for Meetings of Shareholders of the Bank.

Article 14

The resolutions at the Shareholder’s Meeting shall be documented in the Meeting minutes. The Meeting minutes shall be signed or stamped by the Chairman and the resolutions shall be exercised according to Article 183 of the Company Act.

Chapter V. Board of Directors, Supervisors and Managers

Article 15

The Bank shall have nine (9) to fifteen (15) Directors, and three (3) to five (5) Supervisors, all to be elected among the shareholders with capacity at a shareholders’ meeting. The directors shall include not less than two Independent Directors, and not less than one-fifth of the director seats shall be held by the Independent Directors. A candidate nomination system shall be adopted for the election of Directors and Supervisors. The shareholders shall elect the Directors and Supervisors from the list of candidates of Directors and Supervisors. Any matters relating to nomination shall be handled in accordance with Article 192-1 of the Company Act and the relevant laws and regulations.

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Handbook for 2014 Annual Shareholders’ Meeting

The number of total shares owned by the Directors and the Supervisors shall be prescribed in accordance with the ‘Regulation Governing the Shareholding Percentage of Directors and Supervisors and its Verification of Publicly Traded Companies’.

Article 16

The tenure in office of the Directors and Supervisors shall be three (3) years. All Directors and Supervisors are eligible for re-election.

Article 17

Three to five Managing Directors shall be elected by and from among the Directors. The Managing Directors shall include not less than one Independent Director, and not less than one-fifth of the Managing Director seats shall be held by Independent Directors. The Chairman and Vice Chairman of the Board of Directors shall be elected by and from among the Managing Directors. Directors and Managing Directors shall form the Board of Directors and the Board of Managing Directors respectively.

The Board of Managing Directors shall carry out the functions of the Board of Directors while the Board of Directors is in recess. A Resident Supervisor shall be elected by and from among the Supervisors.

One to Two Executive Directors shall be elected by and from among the Board of Directors.

The Executive Directors shall attend meetings of the Board of Managing Directors but shall not vote.

Article 18

The Chairman of the Board of Directors shall externally represent the Bank and internally preside over the shareholders’ meetings, the meetings of the Board of Directors, and the meetings of the Board of Managing Directors. If, for temporary leave or other reasons, the Chairman is unable to exercise his powers, the Vice Chairman of the Board of Directors shall act on his behalf; and if the Vice Chairman likewise is unable to exercise his powers, the Chairman of the Board may designate one Managing Director to act on his behalf. In the absence of such designation, the Managing Directors or Directors shall elect one among themselves to exercise these powers.

Article 19

Regular meetings of the Board of Directors shall be convened once every three (3) months with invitation of presence by the Supervisors; and meetings of the Board of Managing Directors may convene from time to time.

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 and supervisor no later than 7 days prior to the scheduled meeting date by means of personal delivery, fax, electronic mail, or postal delivery; however, in the case of emergency, the meeting may be convened at any time by the same means of notice as provided above.

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If a Director is unable to attend the meeting, he may appoint another Director to act on his behalf at the meeting in accordance with the law.

The preparation and distribution of the minutes of meeting of the Board of Directors may be effected by means of electronic transmission.

Article 20

The Power of the Board of Directors shall be as follows:

  • (1) To review and approve any corporate rules or regulations;

  • (2) To review and approve business plan;

  • (3) To propose as to the increase or decrease of capital;

  • (4) To decide as to whether to establish, to revoke, or to change any of the branches and/or representative offices of the Bank;

  • (5) To review important contracts;

  • (6) To prepare and compile budgets and settlement of accounts;

  • (7) To decide as to whether to buy or sell real estates;

  • (8) To propose as to the appropriation of profits or surplus;

  • (9) To review and approve big loan applications and important businesses;

  • (10) To handle matters related to the appointment of the President and Executive Vice Presidents;

  • (11) To review and approve the appointment and dismissal of each department head of both the administrative and business units.

  • (12) To review matters assigned by the Chairman of the Board of Directors and the proposals submitted by the President;

  • (13) To carry out the resolutions of the shareholders’ meeting;

  • (14) To perform any other functions as may be prescribed by laws and regulations.

Article 21

The Powers of the Supervisors shall be as follows :

  • (1) To investigate and review as to the status of the business and financial conditions of the Bank.

  • (2) To audit the books of accounts, documents and financial statements;

  • (3) To check the inventory;

  • (4) To supervise the performance of the employees and expose malfeasance or dereliction on the part of the employees.

  • (5) To perform any other functions as may be prescribed by laws and regulation.

Article 22

The Board of Directors shall be authorized to resolve on the remunerations of the directors and supervisors based on their contribution to the operation of the Bank and the comparable level as offered by the other companies in the same trade.

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Article 23

The Bank shall appoint: a President to manage the overall business of the Bank in accordance with the policy adopted by the Board of Directors; and a number of Executive Vice Presidents and a number of managers to assist the President. Besides, the Bank shall also appoint one Chief Auditor to manage the overall auditing matters of the Bank. Appointment and dismissal of the above-mentioned personnel shall be approved by a majority vote of the Directors present at a Meeting of Board of Directors.

Chapter VI. Accounting

Article 24

The fiscal year of the Bank shall be from January 1st to December 31st, and based on the calendar years of the Republic of China. There shall be two accounting periods in a year. June 30 shall be the settling date for the 1st period and December 31 that for the second period. At the end of the fiscal year, an annual settlement of accounts shall be conducted.

Article 25

For the purpose of settling the accounts of the Bank, the Board of Directors shall prepare a report on operations, financial statements, and proposals for distribution of net profits or for covering of losses, and present them to the Supervisor for examination thirty (30) days prior to the regular meeting of shareholders. The Supervisor shall prepare a report and present it to the regular meeting of shareholders for acceptance.

The above-mentioned statements and the supervisor’s report shall be kept at the Bank, ten (10) days prior to the regular meeting of shareholders, for the inspection by the shareholders; and such shall be reported to the competent authority and the Central Bank for reference within fifteen (15) days after the regular meeting of shareholders.

Article 26

In case of net profits after settlement of accounts for each fiscal year, the Bank shall first pay up all necessary taxes and recover all the losses incurred in the previous years, if any, before setting aside a legal reserve of thirty per cent (30%) of the net profit and appropriating, according to law and regulations, a special surplus reserve. The remaining amount together with the accumulated retained profits of the last year shall first be distributed to the dividends of Preferred Stock. After having had certain portion set aside based on the condition of operation, the remaining dividends shall be appropriated as follows:

  • (1) Dividends of shareholders: To be ninety-two per cent (92%) and equally distributed to the shareholders according to their share-holding; but in case of capital increase the dividends distributable on the newly increased shares of the year shall be decided by the resolution of a shareholders’ meeting;

  • (2) Remuneration of Directors and Supervisors: To be two per cent (2%) and the method of distribution is to be decided by the meeting of Directors;

  • (3) Employees bonus: To be six per cent (6%).

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Before the above-mentioned legal reserve reaches the amount of total paid-in capital, the maximum appropriation of cash dividends shall not exceed fifteen percent (15%) of the total paid-in capital.

Allocation of profits as prescribed under Paragraph 1 above shall be proposed by the Board of Directors in accordance with the existing circumstances at the time, taking into account the future development plan of the Bank. Any allocation of cash dividend shall, in principle, be no less than 10% of the total stock interest and stock dividends to be distributed that year.

Chapter VII. Supplemental Provisions

Article 27

Rules governing the organization of the Bank, and other rules and regulations shall be separately prescribed by the Board of Directors.

Article 28

The matters not provided for in the Articles of Incorporation of the Bank shall be dealt with in accordance with the Bank Law, the Company Law, and other relevant financial laws and regulations.

Article 29

These Articles of Incorporation were established on May 14, 1990 and shall be effective as of the date on which they are approved by the competent authority.

  • ※ The first amendment was made, on December 9, 1991, by the Promoters’ Meeting.

  • ※ The second amendment was made, on May 21, 1993, by the Shareholders’ Meeting.

  • ※ The third amendment was made, on May 19, 1995, by the Shareholders’ Meeting.

  • ※ The fourth amendment was made, on May 22, 1996, by the Shareholders’ Meeting.

  • ※ The Fifth Amendment was made on May 21, 1997, by the Shareholders’ Meeting.

  • ※ The Sixth amendment was made on May 20, 1998, by the Shareholders’ Meeting.

  • ※ The Seventh amendment was made on May 19, 1999, by the Shareholders’ Meeting.

  • ※ The Eighth amendment was made on April 28, 2000, by the Shareholders’ Meeting.

  • ※ The Ninth amendment was made on May 11, 2001, by the Shareholders’ Meeting.

  • ※ The Tenth amendment was made on June 5, 2002, by the Shareholders’ Meeting.

  • ※ The Eleventh amendment was made on May 29, 2003 by the Shareholders’ Meeting.

  • ※ The Twelfth amendment was made on April 16, 2004 by the Shareholders’ Meeting.

  • ※ The Thirteenth amendment was made on June 27, 2006 by the Shareholders’ Meeting.

  • ※ The Fourteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting.

  • ※ The Fifteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting.

  • ※ The Sixteenth amendment was made on June 6, 2008 by the Shareholders’ Meeting.

  • ※ The Seventeenth amendment was made on June 6, 2008 by the Shareholders’ Meeting.

  • ※ The Eighteenth amendment was made on June 10, 2009 by the Shareholders’ Meeting.

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  • ※ The Nineteenth amendment was made on June 10, 2009 by the Shareholders’ Meeting.

  • ※ The Twentieth amendment was made on June 21, 2010 by the Shareholders’ Meeting.

  • ※ The Twenty-first amendment was made on June 15, 2011 by the Shareholders’ Meeting.

  • ※ The Twenty-second amendment was made on June 26, 2012 by the Shareholders’ Meeting.

  • ※ The Twenty-third amendment was made on June 19, 2013 by the Shareholders’ Meeting. The amendment of Articles of Incorporation shall take effect on approval by the Shareholders’ meeting.

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II Rules Governing the Conduct of Shareholders’ Meeting of Far Eastern International Bank

As last amended on June 26, 2012

Article 1 The shareholders’ meeting of the Company shall be held according to the rules herein.

Article 2 The location for shareholders’ meeting shall be the Company’s place of business or a place convenient for attendance by shareholders (or by proxies) that is suitable to holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM.

The shareholders (or proxies) when attending the meeting shall wear admission badge and hand in signed attendance form.

When convening shareholders’ meeting, the Company shall incorporate electronic vote casting as one of the alternative ways to cast the vote, and the procedure of electronic casting shall be written in the notice of shareholders’ meeting. Shareholders who vote via electronic casting is deemed as presented in person. With respect to extemporary motions, amendments of the original proposals, and substitute proposals raised in the shareholders’ meeting, those who vote via electronic casting shall be considered as abstain.

Number of shareholders in attendance shall be calculated based on the number of attending shares, which equals to the sum of number of shares shown on the signed attended forms and the number of voting shares via electronic casting.

The Company may appoint lawyers, accountants or related personnel to attend the shareholders’ meeting.

The personnel in charge of handling the affaires of the meeting shall wear identification badge or armband.

For a shareholders’ meeting convened by the board of directors, the chairman of the board of directors shall preside at the meeting. If the chairman of the board of directors is on leave or unable to exert the rights, the vice-chairman of the board of directors shall preside instead. If the position of vice-chairman is vacant or the vice-chairman is on leave or unable to exert the rights, the chairman of the board of directors shall designate a director to preside at the meeting. If no director is so designated, the chairman of the meeting shall be elected by the board of directors from among themselves. For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting; if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

The complete processes of the meeting shall be recorded by voice or video recorders and all the records shall be kept by the Company for a minimum period of at least one year.

  • Article 3 The chairperson shall announce starting of the meeting when the attending shareholders (or proxies) represent more than half of the total shares issued in public. The chairperson may announce postponement of meeting if the legal quorum is not present after the designated meeting time. Such postponement is limited to two times and the aggregated postponed time shall not exceed one hour. If quorum is still not present after two postponements but the attending shareholders (or proxies) represent more than one third of the total shares issued in public, tentative resolution/s may be passed with respect to ordinary resolution/s by a majority of those present.

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After proceeding with the aforesaid tentative resolutions, the chairperson may put the tentative resolutions for re-voting over the meeting if and when the shares represented by the attending shareholders (or proxies) reached the legal quorum.

Article 4 If the shareholders’ meeting is convened by the board of directors, the agenda shall be designated by the board of directors. The meeting shall proceed in accordance with the designated agenda and shall not be amended without resolutions.

If the meeting is convened by person, other than the board of directors, having the convening right, the provision set out in the preceding paragraph shall apply mutatis mutandis.

Except with shareholders’ resolution, the chairperson shall not declare adjournment of the meeting before the first two matters set out in the agendas (including extemporary motions) are concluded. During the meeting, if the chairperson declares adjournment of the meeting in violation of the preceding rule, a new chairperson may be elected by a resolution passed by majority of the attending shareholders to continue the meeting. When the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same location or another venue.

Article 5 The shareholders (or proxies) shall complete statement slip setting out the number of his/her attendance card, name and statement brief before speaking, and the chairperson will designate the order in which each person is to speak during the session.

No statement will be considered to have been made if the shareholder (or proxies) merely completes the statement slip without speaking at the meeting. If there are any discrepancies between the content of the statement slip and the speech made, the statement to be adopted shall be the statement confirmed.

Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.

Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson’s permission.

The chairperson may restrain shareholders (or proxies) from speaking if that shareholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a shareholder (or proxy) is speaking, other shareholder (or proxy) shall not interrupt without consent of the chairperson and the speaking shareholder (or proxy). Any disobedient of the preceding rule shall be prohibited by the chairperson. Article 15 of this meeting rule shall apply if the disobedient do not follow the chairperson’s instructions.

Article 8 For the same proposal, each person shall not speak more than 2 times.

When a juristic person is a shareholder, only one representative shall be appointed to attend the meeting.

If more than two representatives were appointed to attend the meeting, only one representative is allowed to speak.

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Article 9 After speaking by the attending shareholder (or proxy), the chairperson may reply in person or assign relevant officer to reply.

Over the proposal discussion, the chairperson may conclude the discussion in a timely manner and where necessary announce discussion is closed.

  • Article 10 For proposal in which discussion has been concluded or closed, the chairperson shall submit it for voting.

No discussion or voting shall proceed for matters unrelated to the proposal.

The personnel responsible for overseeing and counting of the votes for resolutions shall be appointed by the chairperson with the consent of the shareholders (or proxies). The person responsible for vote overseeing shall be of the shareholder status.

Article 11 In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company’s articles of incorporation, resolution shall be passed by a majority of the voting rights represented by the shareholders (or proxies) attending the meeting.

The proposal for a resolution shall be deemed approved if no objection expressed by shareholders casting their votes via electronic casting, and if the chairperson inquires and receives no objection from shareholders in attendance in person. The validity of such approval has the same effect as if the resolution has been put to vote.

Should objection of a proposal be expressed, such proposal shall be put to vote. All proposals may be put to vote one after the other by its sequence, or may be put to vote together and numbers of votes for each proposal are counted separately. Whichever way of the voting procedures shall be decided by the chairperson.

If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other shall be deemed rejected without requirement to put it to vote.

The results of voting shall be reported on the spot and kept for records.

Article 12 During the meeting, the chairperson may at his/her discretion declare time for break.

  • Article 13 The meeting shall be adjourned if encountering an air-raid alarm during the meeting. The meeting shall resume one hour after the alarm is lifted.

  • Article 14 The chairperson may maintain the meeting order by instructing the security guards. The security guards shall wear the armband for identification when helping maintaining the venue order.

  • Article 15 The shareholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the shareholders’ meeting from the meeting.

  • Article 16 For matters not governed by the rules specified herein, shall be governed according to Company Law, Securities Exchange Act and the other related laws and regulations.

Article 17 The regulations will be implemented with the approval of the Preparatory Commission. The amendment of the regulations will be implemented after it is resolved in the shareholders’ meeting.

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