FEIB - AGM Information 2014 | FinancialReports.eu

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Far Eastern International Bank (FEIB)

2014 Annual General Shareholders’ Meeting Minutes

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

Shareholders Present:

Total outstanding shares of FEIB: 2,727,118,264 shares

Total shares represented by shareholders present: 1,671,486,633 shares

Percentage of shares held by shareholders present: 61.29%

Chairman: Ching Ing Hou

Recorder: Chia Yu Lin

A. 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

B. Items for Acceptance (Voting Items)

1. 2013 Business Report and Financial Statements

The Board of Directors recommends shareholders vote FOR acceptance of 2013 business

report and financial statements.

Explanatory Notes:

i. The supervisors of the Bank have examined the business report, audited financial statements ( by CPA J.H. Chen and C.S. Yang of Deloitte & Touche ) for the year ended 2013 and found them in order with an audit report issued.
ii. The 2013 business report, independent auditors’ audit report, Supervisors’ report, and the aforesaid financial statements are attached as Attachments I, II, and III.

iii. Please vote for acceptance.

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was1,671,517,157 and 1,605,349,438 votes (including e-voting) were cast for the proposal, which was 96.04% of the votes represented by the shareholders present. The proposal hereby is approved.

2. 2013 Earnings Distribution Proposal

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

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 ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,671,517,157 and 1,605,165,384 votes (including e-voting) were cast for the proposal, which was 96.03% of the votes represented by the shareholders present. The proposal hereby is approved.

C. Discussions (Voting Items)

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

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

Explanatory Notes:

i. Capitalization of stock dividends:
(i) Purpose of capitalization and sources of funds: For the needs of business development, replenishment of working capital, and improvement of capital structure, it is proposed to capitalize shareholder dividends of NT$1,224,476,100 from the 2013 earnings distribution for issuing of new 122,447,610 shares at NT$10 per share at par.
(ii) Allotment method: 122,447,610 shares are issued for the capitalization, from shareholders’ bonuses and are distributed in accordance with the shareholding ratio documented in the shareholder’s register on the dividend ex-right date, that is, 44.9 shares per thousand shares held. Two or more shareholders may have fractional shareholding with less than one share consolidated within the specified period for dividend distribution. For a fractional share less than one share that is not consolidated before the deadline, or that is consolidated but remains less than one share, cash will be distributed according to the face value (rounded up to the dollar). The accumulated fractional shares are to be subscribed at par value by the employee shareholding trust account of the Bank.
(iii) Dividend per thousand shares referred above is calculated in accordance with the outstanding 2,727,118,264 shares on February 10, 2014. Please authorize the Board of Directors to adjust stock dividend ratio in accordance with the total dividends when the actual outstanding shares differ from the expected number of shares on the ex-right date due to the impact of actual conversion of euro convertible bond and the implementation of treasury shares.
ii. Capitalization of employee bonuses:
New shares are issued for the capitalization of $124,321,022 employee bonuses. The number of shares issued is based on the closing price on the day prior to the shareholders’ meeting and the effect of ex-right and ex-dividend; also, the employee bonuses for a shareholding less than one share is paid in cash.
iii. The rights and obligations of the shares issued from the capitalization are the same as those of ordinary shares.
iv. The ex-right date of the capitalization will be scheduled separately after the (2014) general shareholders’ meeting.
v. Please approve.

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,671,517,157 and 1,605,229,725 votes (including e-voting) were cast for the proposal, which was 96.03% of the votes represented by the shareholders present. The proposal hereby is approved.

Note: NT$ 124,321,022 of employee bonus are withdrawn to issue dividend stocks .According to the closing price of NT$10.85 on June 23, 2014 and taking into account the influence of the ex-right and ex-dividend factors, it will be NT$10.14 dollars per share after calculation. There will be 12,260,455 new shares in total issued.

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

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

Explanatory Notes:

i In order to improve the shareholders’ meeting procedure and protect shareholders’ interests, Article 2

and Article 11 of “the Rules Governing the Conduct of a Shareholders’ Meeting of Far Eastern International Bank” will be amended in accordance with the Tai-Jheng-Shang-Yi-Zi No. 1020003468 Order of Taiwan Stock Exchange – amendments to the “Sample Template for XXX Co., Ltd. Rules of Procedure for a Shareholders’ Meeting.”
ii A summary table of “the Rules Governing the Conduct of Shareholders’ Meeting” Before and After amendments is attached as Attachment VI.

iii Please approve.

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,671,517,157 and 1,605,337,293 votes (including e-voting) were cast for the proposal, which was 96.04% of the votes represented by the shareholders present. The proposal hereby is approved.

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

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

Explanatory Notes:

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

iii Please approve.

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,671,517,157 and 1,605,321,794 votes (including e-voting) were cast for the proposal, which was 96.04% of the votes represented by the shareholders present. The proposal hereby is approved.

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

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,671,517,157 and 1,605,283,389 votes (including e-voting) were cast for the proposal, which was 96.04% of the votes represented by the shareholders present. The proposal hereby is approved.

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

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

Explanatory Notes:

i. The Bank’s Board of Directors was authorized in the general shareholders meeting on June 19, 2013 to proceed private placement of a total amount not exceeding NT$10 billion or equivalent in foreign currencies. This proposal is the extension of last shareholders approval for another year.
ii. The purpose of private placement, to issue common shares, preferred shares, convertible bonds, or a combination of above for a total amount not exceeding NT$10 billion or equivalent in foreign currencies is to seek domestic or foreign strategic alliance opportunities, to strengthen the Bank’s financial structure and capital adequacy ratio, and to facilitate the Bank’s long-term development. The preferred shares will be issued according to Article 4.1 of the Articles of Incorporation.
iii According to Article 43.6 of the Securities and Exchange Act, the disclosure of private placement proposal shall include:
(i) The basis and reasonableness of private placement pricing
The common stock price per share shall be no less than 80% of the reference price. The reference price is set as the higher of the following two basis prices:
(1) The simple average closing price from either 1, 3 or 5 days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.
(2) The simple average price of 30 days before the pricing date, minus dividend adjustment, plus price discount adjustment due to capital reduction.
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.
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.
The determination of private placement price, based on regulation of government authorities, reference price or theoretical price, and the 3-year lock-up period set by the Securities and Exchange Act, shall be reasonable.
(ii) The method and objectives of selecting the specific parties, necessity of selection, and anticipated benefits:
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.

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.
Anticipated benefits: The participation of the specific parties will enhance the Bank’s competitiveness and profitability.
(iii) The necessity of private placement:
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.
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.
Capital usage plan and anticipated benefits of private placement: The capital raised by one or 2 tranches will be used to expand the scale of the Bank’s business operations and to pursue strategic alliance opportunities domestically and overseas. The anticipated benefits of private placement include strengthening of the Bank’s competitiveness, improvement of the Bank’s profitability, capital adequacy rate, and shareholders’ equity.
iv. It is proposed to authorize the Board of Directors to determine the issuance plan of private placement, including issuing shares, price, terms and conditions, specific parties’ selection, record date, capital usage plan, anticipated benefits, and other matters related to the private placement. It is also proposed to authorize the Board of Directors to revise the issuance plan due to changes of law and regulations, market conditions, environmental, or if receiving instructions from government authorities.
v. Please approve.

Resolutions ： The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,671,517,157 and 1,415,970,034 votes (including e-voting) were cast for the proposal, which was 84.71% of the votes represented by the shareholders present. The proposal hereby is approved.

Comments and Questions by shareholders :

Account No 0204894 : FEIB’s performance is highly praised, thanks to management team’s dedication. The shareholder especially appreciated management team’s effort in taking care of shareholder right, which can be evidenced by selecting the venue of AGM easily accessible by attendees.
Account No 0032959 : Questions related to credit card business were raised and answered thoroughly by President Hong.

D. Questions and Motions (Voting Items): None

E. Meeting adjourned

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

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

Key Performance Results
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.
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).

Core Businesses
A. Individual Banking

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

B. Consumer Banking and Credit Card
 Consumer Banking

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

 Credit Card

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

C. Corporate Banking

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

D. Financial Markets

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

Operating Goals

1. Operating Target:

Operating Target for 2014 is summarized as follows:

(1) Total asset: NT$515.9 billion
(2) Total deposit: NT$423.6 billion
(3) Total loan: NT$339 billion
Operating Highlights:
(1) Individual Banking Business

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

(2) Consumer Banking and Credit Card Business
A. Consumer Banking Business

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

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.

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

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.

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)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Other general and administrative expenses Total operating expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME FOR THE YEAR OTHER COMPREHENSIVE LOSS Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of other comprehensive loss of associates Other comprehensive loss for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Owners of the Bank Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Bank Non-controlling interests EARNINGS PER SHARE Basic Diluted	For the Year Ended December 31 2013 2012 Amount % Amount % 2,217,979 23 2,181,968 26 5,993,126 63 5,850,696 69 3,563,107 37 2,914,957 34 501,837 5 364,192 4 3,061,270 32 2,550,765 30 7,133 - (3,631 ) - (125,353 ) (1 ) (172,637 ) (2 ) (14,628 ) - (11,866 ) - (132,848 ) (1 ) (188,134 ) (2 ) $ 2,928,422 31 $ 2,362,631 28 $ 3,061,270 32 $ 2,550,765 30 $ - - $ - - $ 2,928,422 31 $ 2,362,631 28 $ - - $ - - $ 1.30 $ 1.09 $ 1.20 $ 1.08	Percentage Increase (Decrease)
	2013 Amount % 2,217,979 23 5,993,126 63 3,563,107 37 501,837 5 3,061,270 32 7,133 - (125,353 ) (1 ) (14,628 ) - (132,848 ) (1 ) $ 2,928,422 31 $ 3,061,270 32 $ - - $ 2,928,422 31 $ - - $ 1.30 $ 1.20
		% 2 2 22 38 20 296 (27 ) 23 (29 ) 24 20 - 24 -

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

(Concluded)

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

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

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

to Owners of the Bank

		Retained Earnings	Unappropriated Earnings $ 2,228,393 (711,970 ) (529,640 ) (1,131,311 ) (2,372,921 ) 2,550,765 (451 ) 2,550,314 - 2,405,786 - (769,012 ) (173,800 ) (515,720 ) (1,105,434 ) (2,563,966 ) 3,061,270 680 3,061,950 - $ 2,903,770		Other Equity Exchange Differences Unrealized on Translating Gain (Loss) on Foreign Available-for-sale Operations Financial Assets $ 12,762 $ 10,252 - - - - - - - - - - (3,631 ) (184,052 ) (3,631 ) (184,052 ) - - 9,131 (173,800 ) - - - - - - - - - - - - - - 7,133 (140,661 ) 7,133 (140,661 ) - - $ 16,264 $ (314,461 )	Total Equity $ 24,491,973 - (529,640 ) - (529,640 ) 2,550,765 (188,134 ) 2,362,631 108,323 26,433,287 1,368 - - (515,720 ) - (515,720 ) 3,061,270 (132,848 ) 2,928,422 105,727 $ 28,953,084
					Exchange Differences on Translating Foreign Operations $ 12,762 - - - - - (3,631 ) (3,631 ) - 9,131 - - - - - - - 7,133 7,133 - $ 16,264
	Legal Reserve $ 1,030,702 711,970 - - 711,970 - - - - 1,742,672 - 769,012 - - - 769,012 - - - - $ 2,511,684	Special Reserve $ 4,554 - - - - - - - - 4,554 1,368 - 173,800 - - 173,800 - - - - $ 179,722

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

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)

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)

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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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

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.

FAR EASTERN INTERNATIONAL BANK LTD.

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

INTEREST INCOME INTEREST COST NET INTEREST INCOME NONINTEREST INCOME AND GAINS, NET Net service fee income Net gain on financial assets and liabilities at fair value through profit or loss Net gain on available-for-sale financial assets Net foreign exchange gain Net gain on reversal of provision for asset impairment loss Share of profit of associates Gain on nonperforming receivables acquired Others Total noninterest income and gains, net NET PROFIT REVERSAL OF PROVISION FOR POSSIBLE LOSSES AND GUARANTEE OBLIGATIONS RESERVE OPERATING EXPENSES Employee benefits expense Depreciation and amortization Other general and administrative expenses Total operating expenses	For the Year Ended December 31 2013 2012 Amount % Amount % $ 11,263,165 122 $ 9,605,071 117 6,378,340 69 5,488,916 67 4,884,825 53 4,116,155 50 2,461,361 27 1,994,676 25 1,097,798 12 1,070,616 13 47,402 1 303,111 4 201,117 2 23,105 - 780 - 56,247 1 231,254 2 195,112 2 227,193 2 238,799 3 53,041 1 176,213 2 4,319,946 47 4,057,879 50 9,204,771 100 8,174,034 100 68,526 1 257,656 3 3,373,247 37 3,237,836 39 226,311 3 243,382 3 2,147,178 23 2,097,480 26 5,746,736 63 5,578,698 68	Percentage Increase (Decrease)
	2013 Amount % $ 11,263,165 122 6,378,340 69 4,884,825 53 2,461,361 27 1,097,798 12 47,402 1 201,117 2 780 - 231,254 2 227,193 2 53,041 1 4,319,946 47 9,204,771 100 68,526 1 3,373,247 37 226,311 3 2,147,178 23 5,746,736 63
		% 17 16 19 23 3 (84 ) 770 (99 ) 19 (5 ) (70 ) 6 13 (73 ) 4 (7 ) 2 3 (Continued)

FAR EASTERN INTERNATIONAL BANK LTD.

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

INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME FOR THE YEAR OTHER COMPREHENSIVE LOSS Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of other comprehensive loss of associates Other comprehensive loss for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted	For the Year Ended December 31 2013 2012 Amount % Amount % 3,526,561 38 2,852,992 35 465,291 5 302,227 4 3,061,270 33 2,550,765 31 7,133 - (3,631 ) - (125,353 ) (1 ) (172,637 ) (2 ) (14,628 ) - (11,866 ) - (132,848 ) (1 ) (188,134 ) (2 ) $ 2,928,422 32 $ 2,362,631 29 $ 1.30 $ 1.09 $ 1.20 $ 1.08	Percentage Increase (Decrease)
	2013 Amount % 3,526,561 38 465,291 5 3,061,270 33 7,133 - (125,353 ) (1 ) (14,628 ) - (132,848 ) (1 ) $ 2,928,422 32 $ 1.30 $ 1.20
		% 24 54 20 296 (27 ) 23 (29 ) 24

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

(Concluded)

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2012 Appropriation of the 2011 earnings Legal reserve Cash dividends - NT$ 0.250 per share Stock dividends - NT$ 0.534 per share Net income for the year ended December 31, 2012 Other comprehensive loss for the year ended December 31, 2012 Total comprehensive income (loss) for the year ended December 31, 2012 Employees' bonus - stock BALANCE, DECEMBER 31, 2012 Share of special reserve of an associate Appropriation of the 2012 earnings Legal reserve Special reserve Cash dividends - NT$ 0.230 per share Stock dividends - NT$ 0.493 per share Net income for the year ended December 31, 2013 Other comprehensive income (loss) for the year ended December 31, 2013 Total comprehensive income (loss) for the year ended December 31, 2013 Employees' bonus - stock BALANCE, DECEMBER 31, 2013	Share Capital $ 21,185,604 - - 1,131,311 1,131,311 - - - 105,681 22,422,596 - - - - 1,105,434 1,105,434 - - - 93,152 $ 23,621,182	Capital Surplus $ 19,706
		- - -
		-
		- -
		-
		2,642
		22,348 -
		- - - -
		-
		- -
		-
		12,575
		$ 34,923

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.

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)

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	equivalent items reported	equivalent items reported	in the balance	sheets is as follows:	sheets is as follows:
	December 31,		December 31,			January 1,
		2013		2012		2012
Cash and cash equivalents in balance sheets	$	4,350,071	$	5,509,841	$	5,806,874
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”		75,153,393		70,886,639		75,533,821
Securities purchased under resale agreements in accordance with
the definition of “cash and cash equivalents” in IAS 7 “Statement
of Cash Flows”		23,006,325		23,741,992		850,505
Cash and cash equivalents in statements of cash flows	$	102,509,789	$	100,138,472	$	82,191,200

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

(Concluded)

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

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.
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.

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.

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.

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.

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

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

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.

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	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

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

Section	Proposed changes	Proposed changes	Proposed changes	Proposed changes	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

Section	Proposed changes	Proposed changes	Proposed changes		Current Articles	Current Articles	Current Articles
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

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

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

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;

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

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

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

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

Section	Proposed changes	Current Articles	Current Articles
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

Section	Proposed changes	Current Articles	Current Articles
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.

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

AI assistant

FEIB — AGM Information 2014

52204_rns_2014-07-07_45bd1f82-cf5f-401a-88b0-cf21ad1b1083.pdf

Far Eastern International Bank (FEIB)

2014 Annual General Shareholders’ Meeting Minutes

Shareholders Present:

A. Reports (Non-Voting Items)

1. 2013 Business Report

2. 2013 Financial Statements

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

4. Report of Article 25 of the Banking Act

5. Report of Subordinated Financial Debentures issued in 2013

B. Items for Acceptance (Voting Items)

1. 2013 Business Report and Financial Statements

2. 2013 Earnings Distribution Proposal

C. Discussions (Voting Items)

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

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

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

4. Amendment to the Procedures of Asset Acquisition or Disposal

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

Comments and Questions by shareholders :

D. Questions and Motions (Voting Items): None

E. Meeting adjourned

Attachment I

2013 Business report

Operating Results

 Credit Card

Operating Goals

1. Operating Target:

B. Credit Card Business

(3) Corporate Banking Business:

(4) Financial Markets Business

Attachment II

Independent auditors’ report & 2013 Financial Statements

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

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

to Owners of the Bank

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

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

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS (In Thousands of New Taiwan Dollars)

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

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

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

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Attachment III

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

Attachment IV

Report of Article 25 of the Banking Act

Attachment V

Report of Subordinated Financial Debentures issued in 2013

Attachment VI

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

Attachment VII

Amendment to the Articles of Incorporation of Far Eastern International Bank

Attachment VIII

FEIB AGM Information 2014