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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)
-
2013 Business Report
-
2013 Financial Statements
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Supervisor's Review Report on the 2013 Business Operations and Financial Statements
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Report of Article 25 of the Banking Act
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Report of Subordinated Financial Debentures issued in 2013
Items for Acceptance (Voting Items)
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2013 Business Report and Financial Statements
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2013 Earnings Distribution Proposal
Discussions (Voting Items)
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Proposal for new shares issuing based on stock dividends and capitalization of employee bonuses
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Amendment to the Rules Governing the Conduct of Shareholders’ Meeting
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Amendment to the Articles of Incorporation of Far Eastern International Bank
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Amendment to the Procedures of Asset Acquisition or Disposal
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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:
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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.
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ii. The 2013 business report, independent auditors’ audit report, Supervisors’ report, and the aforesaid financial statements are attached as Attachments I, II, and III.
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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:
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i. Capitalization of stock dividends:
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(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.
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(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.
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(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.
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ii. Capitalization of employee bonuses:
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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.
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iii. The rights and obligations of the shares issued from the capitalization are the same as those of ordinary shares.
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iv. The ex-right date of the capitalization will be scheduled separately after the (2014) general shareholders’ meeting.
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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:
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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.”
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ii A summary table of “the Rules Governing the Conduct of Shareholders’ Meeting” Before and After amendments is attached as Attachment VI.
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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:
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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.
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ii A summary table of the “Articles of Incorporation of Far Eastern International Bank” Before and After amendments is attached as Attachment VII.
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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
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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.
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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:
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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.
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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.
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iii According to Article 43.6 of the Securities and Exchange Act, the disclosure of private placement proposal shall include:
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(i) The basis and reasonableness of private placement pricing
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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:
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(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.
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(2) The simple average price of 30 days before the pricing date, minus dividend adjustment, plus price discount adjustment due to capital reduction.
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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.
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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.
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(ii) The method and objectives of selecting the specific parties, necessity of selection, and anticipated benefits:
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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.
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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.
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Anticipated benefits: The participation of the specific parties will enhance the Bank’s competitiveness and profitability.
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(iii) The necessity of private placement:
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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.
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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.
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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.
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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.
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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
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Key Performance Results
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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.
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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).
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Core Businesses
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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).
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B. Consumer Banking and Credit Card
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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
- Operating Target:
Operating Target for 2014 is summarized as follows:
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(1) Total asset: NT$515.9 billion
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(2) Total deposit: NT$423.6 billion
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(3) Total loan: NT$339 billion
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Operating Highlights:
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(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.
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(2) Consumer Banking and Credit Card Business
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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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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 |
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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.
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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)
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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 |
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| % 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)
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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 |
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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 |
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|---|---|---|---|---|---|---|
| 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.
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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) |
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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)
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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)
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Handbook for 2014 Annual Shareholders’ Meeting
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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 |
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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.
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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 |
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| % 17 16 19 23 3 (84 ) 770 (99 ) 19 (5 ) (70 ) 6 13 (73 ) 4 (7 ) 2 3 |
(Continued)
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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 |
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| % 24 54 20 296 (27 ) 23 (29 ) 24 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
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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 |
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22,348 - |
||
- - - - |
||
- |
||
- - |
||
- |
||
12,575 |
||
| $ 34,923 |
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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
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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
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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
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-
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.
-
(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.
-
(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.”
-
(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.
-
(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
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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. |
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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
==> picture [122 x 28] intentionally omitted <==
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
==> picture [122 x 28] intentionally omitted <==
| 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 |
46
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
==> picture [122 x 28] intentionally omitted <==
| 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
==> picture [122 x 28] intentionally omitted <==
| 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; |
50
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 |
51
==> picture [122 x 28] intentionally omitted <==
| 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 |
52
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 |
53
==> picture [122 x 28] intentionally omitted <==
| 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 |
54
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 |
55
==> picture [122 x 28] intentionally omitted <==
| 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. |
56
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.
57
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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.
58
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.
59
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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;
60
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:
-
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.
-
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.
61
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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.
-
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.
-
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.
-
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.
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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.
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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.
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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.
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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.
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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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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:
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(1) To prescribe and amend the Articles of Incorporation;
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(2) To elect the directors and supervisors;
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(3) To review the books prepared by the board of directors and the supervisors’ reports;
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(4) To review proposals governing the increase or decrease of the share capital of the Bank;
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(5) To distribute profit or make up the deficit;
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(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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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:
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(1) To review and approve any corporate rules or regulations;
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(2) To review and approve business plan;
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(3) To propose as to the increase or decrease of capital;
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(4) To decide as to whether to establish, to revoke, or to change any of the branches and/or representative offices of the Bank;
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(5) To review important contracts;
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(6) To prepare and compile budgets and settlement of accounts;
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(7) To decide as to whether to buy or sell real estates;
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(8) To propose as to the appropriation of profits or surplus;
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(9) To review and approve big loan applications and important businesses;
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(10) To handle matters related to the appointment of the President and Executive Vice Presidents;
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(11) To review and approve the appointment and dismissal of each department head of both the administrative and business units.
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(12) To review matters assigned by the Chairman of the Board of Directors and the proposals submitted by the President;
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(13) To carry out the resolutions of the shareholders’ meeting;
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(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 :
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(1) To investigate and review as to the status of the business and financial conditions of the Bank.
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(2) To audit the books of accounts, documents and financial statements;
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(3) To check the inventory;
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(4) To supervise the performance of the employees and expose malfeasance or dereliction on the part of the employees.
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(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:
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(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;
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(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;
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(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.
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※ The first amendment was made, on December 9, 1991, by the Promoters’ Meeting.
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※ The second amendment was made, on May 21, 1993, by the Shareholders’ Meeting.
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※ The third amendment was made, on May 19, 1995, by the Shareholders’ Meeting.
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※ The fourth amendment was made, on May 22, 1996, by the Shareholders’ Meeting.
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※ The Fifth Amendment was made on May 21, 1997, by the Shareholders’ Meeting.
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※ The Sixth amendment was made on May 20, 1998, by the Shareholders’ Meeting.
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※ The Seventh amendment was made on May 19, 1999, by the Shareholders’ Meeting.
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※ The Eighth amendment was made on April 28, 2000, by the Shareholders’ Meeting.
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※ The Ninth amendment was made on May 11, 2001, by the Shareholders’ Meeting.
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※ The Tenth amendment was made on June 5, 2002, by the Shareholders’ Meeting.
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※ The Eleventh amendment was made on May 29, 2003 by the Shareholders’ Meeting.
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※ The Twelfth amendment was made on April 16, 2004 by the Shareholders’ Meeting.
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※ The Thirteenth amendment was made on June 27, 2006 by the Shareholders’ Meeting.
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※ The Fourteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting.
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※ The Fifteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting.
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※ The Sixteenth amendment was made on June 6, 2008 by the Shareholders’ Meeting.
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※ The Seventeenth amendment was made on June 6, 2008 by the Shareholders’ Meeting.
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※ 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.
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※ The Twentieth amendment was made on June 21, 2010 by the Shareholders’ Meeting.
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※ The Twenty-first amendment was made on June 15, 2011 by the Shareholders’ Meeting.
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※ The Twenty-second amendment was made on June 26, 2012 by the Shareholders’ Meeting.
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※ 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.
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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.
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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.
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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.
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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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