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FEIB — AGM Information 2018
Jul 5, 2018
52204_rns_2018-07-05_103ede67-024e-43ae-87b1-de331521f30b.pdf
AGM Information
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Far Eastern International Bank (FEIB) 2018 Annual General Shareholders’ Meeting Minutes
Date: Wednesday, 20 June 2018
Time: 9:00 a.m. Taipei time
Place: Auditorium in the Taipei Hero House, No. 20, Changsha Street, Section 1, Taipei, Taiwan
Shareholders at present:
Total outstanding shares of FEIB: 3,182,928,614shares
Total shares represented by shareholders present: 2,103,996,351 shares
Percentage of shares held by shareholders present: 66.10%
Directors at present: Ms. Ching-Ing Hou, Representative of Yue Ding Industry Co., Ltd.
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Mr. Douglas Tong Hsu
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Mr. Shaw Y. Wang, Representative of Far Eastern New Century Corp.
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Mr. Humphrey Cheng, Representative of Far Eastern New Century Corp.
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Mr. James Wu, Representative of Far Eastern New Century Corp.
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Mr. Tsung-Ming Cheng, Representative of Asia Cement Corp.
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Mr. Shi-Chun Hsu, Representative of Asia Cement Corp.
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Mr. Min-Teh Yu, Representative of U-Ming Marine Transport Corp.
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Mr. Bing Shen, Independence Director (Acting by Ms. Susan S. Chang)
Ms. Susan S. Chang, Independence Director
Total 10 directors attended (Including 1 delegation), exceeding 50% of 11 seats in the board.
Remuneration Committee at present: Mr. Patrick P. Y. Wu
Chairman: Ching Ing Hou
Recorder: Chia Yu Lin
A. Report Items (Non-Voting Items)
1. 2017 Business Report
The 2017 business report is detailed in the meeting handbook from page 14 to 19.
2. 2017 Financial Statements
The 2017 financial statements and the independent auditors’ report by Deloitte & Touche are detailed in Attachment I. (The 2017 financial statements are available for access at http://mops.twse.com.tw)
3. Audit Committee’s Review Report for 2017 Business Report and Financial Statements
The Audit Committee’s review report is detailed in Attachment II.
4. 2017 Summary of Employees’ Compensation and Directors’ Remuneration
The 2017 summary of employees’ compensation and directors’ remuneration is on page 47 of the meeting handbook.
5. Amendments to “Codes of Ethical Conduct of Far Eastern International Bank”
The summary table of “Codes of Ethical Conduct of Far Eastern International Bank” before and after amendments is detailed on page 48 of the meeting handbook.
B. Approval Items (Voting Items)
1. 2017 Business Report and Financial Statements
The Board of Directors recommends shareholders vote FOR 2017 business report and financial statements.
Explanatory Notes:
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i. The Audit Committee has reviewed the business report and the audited financial statements (by Shih-Tsung Wu, CPA, and Chen-Hsiu Yang, CPA, of Deloitte & Touche) of the Bank for the year ended 2017 and found them acceptable.
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ii. The 2017 business report, the independent auditors’ report & 2017 financial statements, and
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Audit Committee’s review report are attached in the meeting handbook from page 14 to 46. iii. Please vote FOR.
- Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,122,423,197 (1 share for 1 vote), where 2,010,929,628 votes (including e-voting) were FOR the proposal, or 94.75% of the total votes; 1,380,699 votes were AGAINST the proposal, or 0.07% of the total votes; 0 votes were INVALID, or 0.00% of the total votes; and 110,112,870 votes were ABSTAINED, or 5.18% of the total votes; The proposal hereby is approved.
2. Proposal of 2017 Earnings Distribution
The Board of Directors recommends shareholders vote FOR 2017 earnings distribution. Explanatory Notes:
| Explanatory Notes: | |
|---|---|
| i. The Bank’s 2017 earnings distribution is as follows: Unappropriated earnings - beginning Adjustment on retained earnings for remeasurement of defined benefit plans Adjustment on retained earnings for investment under equity method Adjusted unappropriated earnings Net income Legal reserve Reverse of special reserve Distributable earnings Earnings distribution: Shareholder dividends Unappropriated earnings - ending |
(Unit: NT$) 791,606,068 46,337,000 (414,613) |
| 837,528,455 2,853,883,694 (856,165,108) 214,291,960 |
|
| 3,049,539,001 2,259,879,312 |
|
| 789,659,689 |
- ii. Shareholder dividends are allocated as follows: (Unit: NT$)
| Cash dividends Stock dividends Total |
Per share 0.439 0.271 0.710 |
Total amount |
|---|---|---|
| 1,397,305,662 862,573,650 |
||
| 2,259,879,312 |
2017 net income will be distributed with priority. The cash dividends to each and every shareholder shall be paid in a whole amount of New Taiwan Dollars and any fraction of one New Taiwan Dollar shall be discarded. The total unpaid odd amount will be included in “other revenues” of the Bank.
- iii. Dividends will be distributed on the ex-dividend (ex-right) date which is to be determined by the Board of Directors after 2018 annual shareholders’ meeting. Dividends per share as referred above is calculated based on the number of shares outstanding on December 31, 2017. The Board of Directors is authorized to adjust cash and stock dividends payout ratio within the total dividends amount, if the actual number of shares outstanding on the ex-dividend (ex-right) date differs from the estimated number of shares.
iv. Please vote FOR.
- Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,122,423,197 (1 share for 1 vote), where 2,014,782,415 votes (including e-voting) were FOR the proposal, or 94.93% of the total votes; 1,443,446 votes were AGAINST the proposal, or 0.07% of the total votes; 0 votes were INVALID, or 0.00% of the total votes; and 106,197,336 votes were ABSTAINED, or 5.00% of the total votes; The proposal hereby is approved.
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C. Proposed Resolutions and Directors Election (Voting Items)
1. Amendment to “Articles of Incorporation of Far Eastern International Bank”
The Board of Directors recommends shareholders vote FOR the amendments to the Bank’s Articles of Incorporation.
Explanatory Notes:
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i In preparing for future capital market transaction needs, article 4-1 of the Bank’s Articles of Incorporation is amended for the rights, obligations, and other important terms and conditions of preferred shares.
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ii To specify dividends policy of the Bank, article 25-1 of the Bank’s Articles of Incorporation is amended.
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iii A summary table of articles before and after amendments is detailed in the meeting handbook from page 49 to 56.
iv Please vote FOR.
- Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,122,423,197 (1 share for 1 vote), where 2,014,029,226 votes (including e-voting) were FOR the proposal, or 94.89% of the total votes; 2,159,814 votes were AGAINST the proposal, or 0.10% of the total votes; 0 vote were INVALID, or 0.00% of the total votes; and 106,234,157 votes were ABSTAINED, or 5.01% of the total votes; The proposal hereby is approved.
2. Proposal of Issuing New Shares - to Capitalize Shareholder Dividends
The Board of Directors recommends shareholders vote FOR capitalization of 2017 stock dividends.
Explanatory Notes:
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i. Capitalization purpose and funding sources: In order to support business needs, enhance operational capital and improve capital structure, capitalization of NT$862,573,650 shareholder dividends from 2017 earnings distribution is proposed by issuing 86,257,365 new shares at par of NT$10 per share.
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ii. Allotment method: The 86,257,365 new shares are distributed in accordance with the shareholding record in the shareholder’s registrar on the dividend ex-right date, that is, 27.1 shares per thousand shares. For odd share, two or more shareholders may, within the specified period of time, consolidate each of their respective odd shares into a round number of shares for one person’s shareholding only. For any odd shares that are not consolidated before the deadline, or are still remaining after consolidation, cash will be distributed based on the par value of the shares (rounded up to dollars). The total accumulated odd shares will be subscribed at par by specific parties arranged by the Chairman. The rights and obligations of new shares are the same as those of existing shares.
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iii. The distributable dividends shares as referred above are estimated based on the number of shares outstanding on December 31, 2017. The Board of Directors is authorized to adjust stock dividends payout ratio within the total dividends amount if the actual number of shares outstanding on the ex-right date differs from the estimated number of shares.
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iv. The ex-right date of stock dividends (same as the effective date of issuing new shares) will be determined by the Board of Directors after 2018 annual shareholders’ meeting.
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v. Please vote FOR.
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Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,122,423,197 (1 share for 1 vote), where 2,014,162,426 votes (including e-voting) were FOR the proposal, or 94.90% of the total votes; 1,502,907 votes were AGAINST the proposal, or 0.07% of the total votes; 0 vote were INVALID, or 0.00% of the total votes; and 106,757,864 votes were ABSTAINED, or 5.03% of the total votes; The proposal hereby is approved.
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3. Proposal of Private Placement - to issue Common Shares, Preferred Shares, Convertible Bonds or a Combination of above Securities to Specific Parties
The Board of Directors recommends shareholders vote FOR issuing of common shares, preferred shares, convertible bonds or a combination of above securities to specific parties for a total amount of not exceeding NT$10 billion or equivalent in foreign currencies. Explanatory Notes:
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i. The Bank’s Board of Directors was authorized in annual shareholders’ meeting on June 15, 2017 to proceed private placement for a total amount of not exceeding NT$10 billion or equivalent in foreign currencies. This proposal herein is to request extension of last shareholders’ meeting approval for another year.
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ii. The purpose of private placement is to seek alliance opportunities with domestic or foreign strategic investors, to strengthen the Bank’s financial structure and capital adequacy ratio, and to facilitate the Bank’s long-term development. The preferred shares, if any, are to be issued according to Article 4-1 of the Bank’s Articles of Incorporation.
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iii. According to Article 43-6 of the “Securities and Exchange Act”, the disclosure of private placement shall include:
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(i) The basis and justification of the pricing:
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The issuing price of common shares shall be no less than 80% of the reference price, which is the higher of the following two basis prices:
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(1) The simple averaged closing price of 1, 3 or 5 business days prior to the pricing date, minus dividends, plus price adjusted for capital reduction.
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(2) The simple averaged closing price of 30 business days prior to the pricing date, minus dividends, plus price adjusted for capital reduction.
-
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The issuing price of preferred shares and convertible bonds shall be no less than 80% of the theoretical price, which is the price determined by an applicable pricing model considering all the terms in the issuing.
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The pricing date and actual issuing price, as reference above, will be determined subject to market conditions and terms, and discussion with specific parties. If the issuing price is below the par value of common shares and results in cumulative losses to the Bank, the Bank may, subject to operation status then, decapitalize capital base, reverse retained earnings or capital surplus to make up the losses.
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The pricing of private placement, as determined by following government regulation, the reference price or theoretical price as above, and considering the 3-year lock-up period per requirement of the Securities and Exchange Act, is deemed reasonable.
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(ii) The selection, purpose, essentiality and benefits of allying with the specific parties:
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The selection and purpose: The selection is based on the qualification criteria specified in Article 43-6 of the “Securities and Exchange Act” to invite those strategic investors who are able to assist the Bank expanding sales channels, growing market shares, improving service quality, and reducing operation costs.
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Essentiality: In responding to the global trend of financial supervision, the investment from the specific parties is deemed essential in improving the Bank’s capital adequacy and risktaking capacity under Basel III, and supporting the Bank’s long-term development.
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Benefits: The Bank’s competitiveness and profitability will be enhanced via system support and management participation of the specific parties.
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(iii) The essentiality justification of private placement:
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The justification of not public offering: In considering speed and cost of transaction execution, public offering is not recommended. Plus, public offering is less feasible in attracting strategic investors for long-term business cooperation relationship, which nonetheless will be more secured by the 3-year lock-up period per regulation of private placement.
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The amount of private placement: Within the limit of NT$10 billion or equivalent in foreign
-
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currencies, the amount of private placement could be raised by one or two tranches, within the period of 1 year from the shareholders’ meeting date, subject to market conditions and transaction progress with the specific parties.
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Capital usage plan and anticipated benefits: The capital amount raised through one or two tranches of transaction will be used for expanding the Bank’s business scale and for pursuing strategic alliance opportunities domestically or in overseas. The anticipated benefits will include strengthening of the Bank’s competitiveness, profitability, capital adequacy, and shareholders’ equity.
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iv. The Board of Directors is authorized to determine key terms of private placement, including number of new shares, pricing, terms and conditions, specific parties’ selection, capital-raising effective date, capital usage plan, anticipated benefits, and all other related matters. The Board of Directors is also authorized to revise the issuance plan due to changes of regulations, market conditions, or upon instructions of government authorities.
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v. Please vote FOR.
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Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,122,423,197 (1 share for 1 vote), where 1,684,496,410 votes (including e-voting) were FOR the proposal, or 79.37% of the total votes; 331,685,803 votes were AGAINST the proposal, or 15.62% of the total votes; 0 vote were INVALID, or 0.00% of the total votes; and 106,240,984 votes were ABSTAINED, or 5.01% of the total votes; The proposal hereby is approved.
4. Election of Directors (Including Independent Directors)
The Board of Directors recommends shareholders vote FOR candidates of the 10[th] term directors (including independent directors).
Explanatory Notes:
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i. The tenure of the 9th term directors elected at 2015 annual shareholders’ meeting will expire on June 20, 2018. The Board of Directors has resolved the 10th term directors to be elected at 2018 annual shareholders’ meeting.
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ii. According to Article 15 and Article 16 of the Bank’s “Articles of Incorporation”, 11 directors (including 3 independent directors) shall be elected for 3-year terms, commencing from June 20, 2018.
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iii. The directors shall be elected from candidates who are nominated by the Board of Directors or by any shareholders with shareholding of 1% or more. Shareholders may nominate candidates from April 13, 2018 to April 23, 2018. During the above mentioned time period, Far Eastern New Century Corp. nominated 8 director candidates and 3 independent director candidates, and the Board of Directors has resolved all the candidates meeting director’s qualification criteria in the 16th Board meeting of the 9th term on May 7, 2018. The list of director candidates is attached in the meeting handbook from page 57 to 60.
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iv. Please vote FOR.
Election: Newly Elected Director
| Shareholder NO. |
Name | Votes Received | Legal Entity |
|---|---|---|---|
| 0029779 | Ms. Ching-Ing Hou | 2,093,395,334 (including451,576,628 e-voting) |
Yue Ding Industry Co., Ltd. |
| 0000033 | Mr. Douglas Tong Hsu | 2,094,206,426 (including451,162,160 e-voting) |
None |
| 0000001 | Mr. Shaw Y. Wang | 2,058,077,368 (including446,826,794 e-voting) |
Far Eastern New CenturyCorp. |
| 0000001 | Mr. Humphrey Cheng | 1,999,105,125 (including446,368,106 e-voting) |
Far Eastern New CenturyCorp. |
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| Shareholder NO. |
Name | Votes Received | Legal Entity |
|---|---|---|---|
| 0000001 | Mr. James Wu | 1,961,739,191 (including446,302,259 e-voting) |
Far Eastern New CenturyCorp. |
| 0000002 | Mr. Tsung-Ming Chung | 1,948,127,223 (including445,753,892 e-voting) |
Asia Cement Corp. |
| 0000002 | Dr. Shi-Chun Hsu | 1,934,244,974 (including445,569,897 e-voting) |
Asia Cement Corp. |
| 0176537 | Dr. Min-The Yu | 1,927,958,840 (including446,798,979 e-voting) |
U-Ming Marine Transport Corp. |
| A110***552 | Mr. Bing Shen (Independent Director) |
1,770,424,054 (including304,158,791 e-voting) |
None |
| E201***318 | Ms. Susan S. Chang (Independent Director) |
1,918,980,769 (including457,021,691 e-voting) |
None |
| Y200***608 | Ms. Hsiao Hui Wang (Independent Director) |
2,016,506,645 (including455,628,645 e-voting) |
None |
5. Waiver of Non-Competition Binding to Directors
The Board of Directors recommends shareholders vote FOR waiver of non-competition binding to Directors.
Explanatory Notes:
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i. According to Paragraph I of Article 209 of the “Company Act”, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain the essential contents of such an act and seek approval in the shareholders’ meeting.
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ii. In considering the newly elected directors may act as directors or managers of companies of business similar to the Bank, waiver of non-competition binding to those directors is suggested to appoint those directors for their professionalism contribution to the Bank.
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iii. Please vote FOR.
The positions held by directors in the companies of the same as or similar to FEIB’s business is summarized in the table below.
| Position | Name | Company/ Position | Major Business |
|---|---|---|---|
| Director | Mr. Douglas Tong Hsu | Director, Da Chung Bills Finance Corp. |
Bills Finance |
| Director | Mr. Shaw Y. Wang | Director, Far Eastern Asset Management Corp. |
AMC |
| Director | Mr. Humphrey Cheng | Chairman, Deutsche Far Eastern Asset Management CompanyLtd. |
SITE / SICE |
Resolutions : The total number of eligible votes represented by the shareholders present at the time of voting (including e-voting) was 2,122,479,090 (1 share for 1 vote), where 1,721,425,806 votes (including e-voting) were FOR the proposal, or 81.10% of the total votes; 275,538,467 votes were AGAINST the proposal, or 12.98% of the total votes; 0 vote were INVALID, or 0.00% of the total votes; and 125,514,817 votes were ABSTAINED, or 5.91% of the total votes; The proposal hereby is approved.
Shareholder Questions:
Account No 0033184 : The Management team should pay attention to regulations prohibiting conflict of interest of Bank’s responsible persons and issues of related party transactions. Vice Chairman Hsu responded the question in details.
D. Questions and Motions (Voting Items): None
E. Meeting adjourned
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Attachment I
Independent Auditors’ Report & 2017 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 DECEMBER 31, 2017 AND 2016 (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 Securities purchased under resale agreements Receivables, net Current tax assets Discounts and loans, net Available-for-sale financial assets Held-to-maturity financial assets Investment 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 |
2017 Amount % $ 8,693,621 2 22,351,083 4 30,208,333 5 11,071,393 2 22,750,869 4 7,372 - 351,056,762 61 109,631,578 19 2,135,246 - 1,774,066 - 6,677,076 1 3,667,760 1 2,889,392 1 1,725,085 - 584,502 - 200,142 - $ 575,424,280 100 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 7,361,878 1 32,744,760 6 33,830,105 6 6,396,656 1 22,847,242 4 4,117 - 355,963,672 63 79,594,706 14 2,630,635 1 1,702,220 - 8,170,732 2 4,670,815 1 2,889,674 1 1,750,568 - 635,104 - 222,399 - $ 561,415,283 100 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (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 Securities sold under repurchase agreements 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 Ordinary shares 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 |
2017 Amount % $ 6,960,774 1 4,319,121 1 12,921,364 2 6,488,285 1 254,446 - 472,392,183 82 20,216,664 4 7,416,775 2 1,127,116 - 540,880 - 532,637,608 93 31,829,286 5 456,426 - 6,544,643 1 250,703 - 3,691,412 1 10,486,758 2 (8,653 ) - 22,855 - 14,202 - 42,786,672 7 $ 575,424,280 100 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 7,432,194 1 7,954,542 2 13,711,223 3 5,799,874 1 405,097 - 452,720,460 81 24,309,357 4 6,385,369 1 1,240,278 - 506,012 - 520,464,406 93 31,113,672 5 456,426 - 5,571,477 1 121,028 - 3,916,835 1 9,609,340 2 115,916 - (344,477) - (228,561) - 40,950,877 7 $ 561,415,283 100 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)
| INTEREST REVENUES INTEREST EXPENSES NET INTERESTS NET REVENUES OTHER THAN INTEREST Net service fee income Net gains on financial assets and liabilities at fair value through profit or loss Net realized gains on available-for-sale financial assets Net foreign exchange gains (loss) Shares of profit from associates Impairment loss on assets Others Total net revenues other than interest CONSOLIDATED NET REVENUES PROVISION FOR POSSIBLE LOSSES OPERATING EXPENSES Employee benefits expense Depreciation and amortization Other general and administrative expenses Total operating expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME FOR THE YEAR |
2017 Amount % $ 10,057,931 97 4,653,057 45 5,404,874 52 3,152,327 30 1,732,217 17 86,718 1 (293,168 ) (3 ) 103,337 1 (17,009 ) - 250,960 2 5,015,382 48 10,420,256 100 731,847 7 3,790,879 36 248,142 3 2,381,744 23 6,420,765 62 3,267,644 31 413,761 4 2,853,883 27 |
2016 Amount % $ 9,629,219 90 3,844,797 36 5,784,422 54 3,196,617 30 1,247,844 11 119,716 1 46,982 - 85,454 1 (20,528 ) - 286,948 3 4,963,033 46 10,747,455 100 452,001 4 3,793,101 36 226,448 2 2,460,003 23 6,479,552 61 3,815,902 35 572,016 5 3,243,886 30 |
Percentage Increase (Decrease) % 4 21 (7 ) (1 ) 39 (28 ) (724 ) 21 17 (13 ) 1 (3 ) 62 - 10 (3 ) (1 ) (14 ) (28 ) (12 ) (Continued) |
||
|---|---|---|---|---|---|
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive loss of associates Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of other comprehensive gain (loss) of associates Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Owners of the Bank TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Bank EARNINGS PER SHARE Basic Diluted |
2017 Amount % $ 55,828 1 (414 ) - (9,491) - 45,923 1 (128,795 ) (1 ) 357,804 3 9,528 - 4,226 - 242,763 2 288,686 3 $ 3,142,569 30 $ 2,853,883 27 $ 3,142,569 30 $0.90 $0.86 |
2016 Amount % $ (137,752 ) (1 ) (671 ) - 23,418 - (115,005) (1) (25,207 ) - (76,297 ) (1 ) (11,952 ) - - - (113,456) (1) (228,461) (2) $ 3,015,425 28 $ 3,243,886 30 $ 3,015,425 28 $1.02 $0.98 |
Percentage Increase (Decrease) |
||
|---|---|---|---|---|---|
| % 141 38 (141 ) 140 (411) 569 180 - 314 226 4 (12 ) 4 |
(Concluded)
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2016 Appropriation of the 2015 earnings Legal reserve Reversal of special reserve Cash dividends - NT$0.400 dollars per share Stock dividends - NT$0.200 dollars per share Net income for the year ended December 31, 2016 Other comprehensive loss for the year ended December 31, 2016 Total comprehensive income (loss) for the year ended December 31, 2016 Employees' bonus - stock BALANCE AT DECEMBER 31, 2016 Appropriation of the 2016 earnings Legal reserve Special reserve Cash dividends - NT$0.420 dollars per share Stock dividends - NT$0.230 dollars per share Net income for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017 Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 |
Equity Attributable | ||
|---|---|---|---|
| Ordinary Shares $ 30,332,430 - - - 606,649 606,649 - - - 174,593 31,113,672 - - - 715,614 715,614 - - - $ 31,829,286 |
Capital Surplus $ 459,918 - - - - - - - - (3,492) 456,426 - - - - - - - - $ 456,426 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
to Owners of the Bank
| to | Owners of the Bank | Owners of the Bank | ||||
|---|---|---|---|---|---|---|
| Retained Earnings | Unappropriated Earnings $ 3,601,013 (1,080,304 ) 87,191 (1,213,297 ) (606,649) (2,813,059) 3,243,886 (115,005) 3,128,881 - 3,916,835 (973,166 ) (129,675 ) (1,306,774 ) (715,614) (3,125,229) 2,853,883 45,923 2,899,806 $ 3,691,412 |
Other Equity Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ 141,123 $ (256,228) - - - - - - - - - - - - (25,207) (88,249) (25,207) (88,249) - - 115,916 (344,477) - - - - - - - - - - - - (124,569) 367,332 (124,569) 367,332 $ (8,653) $ 22,855 |
Total Equity $ 38,977,648 - - (1,213,297 ) - (1,213,297) 3,243,886 (228,461) 3,015,425 171,101 40,950,877 - - (1,306,774 ) - (1,306,774) 2,853,883 288,686 3,142,569 $ 42,786,672 |
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| Exchange Differences on Translating Foreign Operations $ 141,123 - - - - - - (25,207) (25,207) - 115,916 - - - - - - (124,569) (124,569) $ (8,653) |
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| Legal Reserve $ 4,491,173 1,080,304 - - - 1,080,304 - - - - 5,571,477 973,166 - - - 973,166 - - - $ 6,544,643 |
Special Reserve $ 208,219 - (87,191 ) - - (87,191) - - - - 121,028 - 129,675 - - 129,675 - - - $ 250,703 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision for possible losses Net valuation gain on financial assets and liabilities at fair value through profit or loss Interest expenses Interest revenues Dividend revenues Shares of profit from associates Unrealized net loss (gain) on foreign currency exchange Gain on disposal investment properties Other adjustments Changes in operating assets and liabilities Decrease (increase) in due from the central bank and other banks Decrease in financial assets at fair value through profit or loss Increase in receivables Decrease (increase) in discounts and loans Increase in available-for-sale financial assets Decrease 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 Decrease in financial liabilities at fair value through profit or loss Increase in payables Increase in deposits and remittances Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets carried at cost Proceeds from disposal of financial assets carried at cost Acquisition of investments accounted for using equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Decrease in other financial assets Decrease in other assets Dividends received from associates Net cash generated from (used in) investing activities |
2017 $ 3,267,644 220,196 27,946 1,215,343 (160,180 ) 4,653,057 (10,057,931 ) (63,321 ) (103,337 ) 395,728 (1,490 ) (100,995 ) 7,092,056 3,781,946 (1,776,592 ) 551,765 (30,236,113 ) 306,249 919,160 137,136 (3,635,415 ) 456,277 25,778,208 2,667,337 9,933,372 63,321 (4,338,543 ) (486,615) 7,838,872 (24,950 ) 51,496 (28,980 ) (224,462 ) 45 49,971 19,794 69,585 (87,501) |
2016 $ 3,815,902 198,246 28,202 1,300,165 (566,152 ) 3,844,797 (9,629,219 ) (63,195 ) (85,454 ) (59,875 ) - 768 (3,531,591 ) 6,408,184 (2,273,540 ) (22,683,826 ) (52,201,509 ) 488,896 (966,219 ) (5,762,695 ) (1,633,706 ) 2,040,052 1,425,551 (79,906,218 ) 9,633,034 63,195 (3,864,971 ) (566,153) (74,641,113) - - - (247,089 ) 325 1,652,873 11,093 28,648 1,445,850 (Continued) |
|---|---|---|
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| 2017 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of bank debentures $ - Redemption of bank debentures (4,000,000 ) Increase (decrease) in securities sold under repurchase agreements (434,630 ) Increase in other financial liabilities 1,204,602 Increase (decrease) in other liabilities 30,605 Cash dividends (1,306,774) Net cash generated from (used in) financing activities (4,506,197) EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 53,011 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,298,185 CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 28,339,153 CASH AND CASH EQUIVALENTS, END OF THE YEAR $ 31,637,338 |
2016 $ 4,000,000 (200 ) 9,968,068 3,354,406 (393,772 ) (1,213,297) 15,715,205 (25,606) (57,505,664 ) 85,844,817 $ 28,339,153 |
|---|---|
Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets is as follows:
| Cash and cash equivalents in consolidated balance sheets Due from the Central Bank and other banks that meet the IAS 7 definition of “cash and cash equivalents” Securities purchased under resale agreements that meet the IAS 7 definition of “cash and cash equivalents” Cash and cash equivalents in consolidated statements of cash flows |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 8,693,621 11,872,324 11,071,393 $ 31,637,338 |
2016 $ 7,361,878 14,580,619 6,396,656 $ 28,339,153 |
(Concluded)
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FAR EASTERN INTERNATIONAL BANK LTD.
BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (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 Securities purchased under resale agreements Receivables, net Current tax assets Discounts and loans, net Available-for-sale financial assets Held-to-maturity financial assets Investment 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 |
2017 Amount % $ 8,531,125 2 22,351,083 4 30,208,333 5 11,071,393 2 21,534,556 4 7,263 - 351,056,762 61 109,631,578 19 2,135,246 - 2,758,906 - 6,677,076 1 3,495,795 1 2,882,032 1 1,725,085 - 546,064 - 190,336 - $ 574,802,633 100 |
2016 (Audited after Restated) |
||
|---|---|---|---|---|
| Amount % $ 7,277,784 1 32,744,760 6 33,830,105 6 6,396,656 1 21,124,237 4 3,936 - 355,963,672 64 79,594,706 14 2,630,635 1 2,568,315 - 8,170,732 1 4,590,385 1 2,883,105 1 1,750,568 - 631,415 - 214,718 - $ 560,375,729 100 |
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FAR EASTERN INTERNATIONAL BANK LTD.
BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (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 Securities sold under repurchase agreements 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 Ordinary shares 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 |
2017 Amount % $ 6,960,774 1 4,319,121 1 12,921,364 3 6,420,726 1 250,254 - 472,621,114 82 20,216,664 4 6,657,217 1 1,127,116 - 521,611 - 532,015,961 93 31,829,286 5 456,426 - 6,544,643 1 250,703 - 3,691,412 1 10,486,758 2 (8,653 ) - 22,855 - 14,202 - 42,786,672 7 $ 574,802,633 100 |
2016 (Audited after Restated) |
||
|---|---|---|---|---|
| Amount % $ 7,432,194 1 7,954,542 2 13,711,223 3 5,719,222 1 401,086 - 452,904,998 81 24,309,357 4 5,265,429 1 1,240,278 - 486,523 - 519,424,852 93 31,113,672 5 456,426 - 5,571,477 1 121,028 - 3,916,835 1 9,609,340 2 115,916 - (344,477) - (228,561) - 40,950,877 7 $ 560,375,729 100 |
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)
| INTEREST REVENUES INTEREST EXPENSES NET INTERESTS NET REVENUES OTHER THAN INTEREST Net service fee income Net gains on financial assets and liabilities at fair value through profit or loss Net realized gains on available-for-sale financial assets Net foreign exchange gains (loss) Shares of profit from subsidiaries and associates Impairment loss on assets Others Total net revenues other than interest CONSOLIDATED NET REVENUES PROVISION FOR POSSIBLE LOSSES OPERATING EXPENSES Employee benefits expense Depreciation and amortization Other general and administrative expenses Total operating expenses |
2017 Amount % $ 10,015,147 98 4,632,022 45 5,383,125 53 2,893,276 28 1,732,217 17 86,718 1 (296,415 ) (3 ) 220,435 2 (17,009 ) - 198,523 2 4,817,745 47 10,200,870 100 729,425 7 3,622,151 36 244,536 2 2,321,429 23 6,188,116 61 |
2016 (Audited after Restated) Amount % $ 9,612,481 91 3,833,195 36 5,779,286 55 2,974,296 28 1,247,270 12 119,716 1 48,698 1 152,061 1 (20,528 ) - 218,124 2 4,739,637 45 10,518,923 100 449,158 4 3,628,676 35 223,175 2 2,407,888 23 6,259,739 60 |
Percentage Increase (Decrease) |
||
|---|---|---|---|---|---|
| % 4 21 (7 ) (3 ) 39 (28 ) (709 ) 45 17 (9 ) 2 (3 ) 62 - 10 (4 ) (1 ) |
(Continued)
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FAR EASTERN INTERNATIONAL BANK LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)
| INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive loss of subsidiaries and associates Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of other comprehensive gain (loss) of subsidiaries and associates Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted |
2017 Amount % $ 3,283,329 32 429,446 4 2,853,883 28 55,828 1 (414) - (9,491) - 45,923 1 (126,216 ) (1 ) 357,804 3 11,175 - 242,763 2 288,686 3 $ 3,142,569 31 $0.90 $0.86 |
2016 (Audited after Restated) Amount % $ 3,810,026 36 566,140 5 3,243,886 31 (137,752 ) (1 ) (671 ) - 23,418 - (115,005) (1) (458 ) - (76,297 ) (1 ) (36,701 ) - (113,456) (1 ) (228,461) (2 ) $ 3,015,425 29 $1.02 $0.98 |
Percentage Increase (Decrease) |
||
|---|---|---|---|---|---|
| Amount $ 3,810,026 566,140 3,243,886 (137,752 ) (671 ) 23,418 (115,005) (458 ) (76,297 ) (36,701 ) (113,456) (228,461) $ 3,015,425 $1.02 $0.98 |
% (14 ) (24 ) (12 ) 141 38 (141 ) 140 (27,458) 569 130 314 226 4 |
(Concluded)
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2016 Appropriation of the 2015 earnings Legal reserve Reversal of special reserve Cash dividends - NT$0.400 dollars per share Stock dividends - NT$0.200 dollars per share Net income for the year ended December 31, 2016 Other comprehensive loss for the year ended December 31, 2016 Total comprehensive income (loss) for the year ended December 31, 2016 Employees' bonus - stock BALANCE AT DECEMBER 31, 2016 Appropriation of the 2016 earnings Legal reserve Special reserve Cash dividends - NT$0.420 dollars per share Stock dividends - NT$0.230 dollars per share Net income for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017 Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 |
Equity Attributable | ||
|---|---|---|---|
| Ordinary Shares $ 30,332,430 - - - 606,649 606,649 - - - 174,593 31,113,672 - - - 715,614 715,614 - - - $ 31,829,286 |
Capital Surplus $ 459,918 - - - - - - - - (3,492) 456,426 - - - - - - - - $ 456,426 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
to Owners of the Bank
| to | Owners of the Bank | Owners of the Bank | ||||
|---|---|---|---|---|---|---|
| Retained Earnings | Unappropriated Earnings $ 3,601,013 (1,080,304 ) 87,191 (1,213,297 ) (606,649) (2,813,059) 3,243,886 (115,005) 3,128,881 - 3,916,835 (973,166 ) (129,675 ) (1,306,774 ) (715,614) (3,125,229) 2,853,883 45,923 2,899,806 $ 3,691,412 |
Other Equity Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ 141,123 $ (256,228) - - - - - - - - - - - - (25,207) (88,249) (25,207) (88,249) - - 115,916 (344,477) - - - - - - - - - - - - (124,569) 367,332 (124,569) 367,332 $ (8,653) $ 22,855 |
Total Equity $ 38,977,648 - - (1,213,297 ) - (1,213,297) 3,243,886 (228,461) 3,015,425 171,101 40,950,877 - - (1,306,774 ) - (1,306,774) 2,853,883 288,686 3,142,569 $ 42,786,672 |
|||
| Exchange Differences on Translating Foreign Operations $ 141,123 - - - - - - (25,207) (25,207) - 115,916 - - - - - - (124,569) (124,569) $ (8,653) |
||||||
| Legal Reserve $ 4,491,173 1,080,304 - - - 1,080,304 - - - - 5,571,477 973,166 - - - 973,166 - - - $ 6,544,643 |
Special Reserve $ 208,219 - (87,191 ) - - (87,191) - - - - 121,028 - 129,675 - - 129,675 - - - $ 250,703 |
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision for possible losses Net valuation gain on financial assets and liabilities at fair value through profit or loss Interest expenses Interest revenues Dividend revenues Unrealized net loss (gain) on foreign currency exchange Shares of profit from subsidiaries and associates Gain on disposal investment properties Other adjustments Changes in operating assets and liabilities Decrease (increase) in due from the central bank and other banks Decrease in financial assets at fair value through profit or loss Increase in receivables Decrease (increase) in discounts and loans Increase in available-for-sale financial assets Decrease 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 Decrease in financial liabilities at fair value through profit or loss Increase in payables Increase in deposits and remittances Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets carried at cost Proceeds from disposal of financial assets carried at cost Acquisition of investments accounted for using equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Decrease in other financial assets Decrease in other assets Dividends received from subsidiaries and associates Net cash generated from (used in) investing activities |
2017 $ 3,283,329 218,094 26,442 1,212,921 (160,180 ) 4,632,022 (10,015,147 ) (63,321 ) 395,746 (220,435 ) (1,490 ) (91,924 ) 7,092,056 3,781,946 (2,280,507 ) 551,765 (30,236,113 ) 306,249 919,160 137,136 (3,635,415 ) 469,910 25,822,601 2,144,845 9,890,215 63,321 (4,318,048 ) (481,138 ) 7,299,195 (24,950 ) 51,496 (28,980 ) (221,460 ) 45 141,506 23,423 69,585 10,665 |
2016 (Audited after Restated) $ 3,810,026 196,507 26,668 1,297,322 (565,578 ) 3,833,195 (9,612,481 ) (63,195 ) (59,675 ) (152,062 ) - (17,626 ) (3,531,591 ) 6,407,526 (1,778,815 ) (22,683,826 ) (52,201,509 ) 488,896 (966,219 ) (5,762,695 ) (1,633,706 ) 1,883,780 1,477,604 (79,607,454 ) 9,617,182 63,195 (3,861,177 ) (432,463 ) |
|---|---|---|
(74,220,717 ) |
||
- - - (245,086 ) 32 1,669,139 11,689 28,648 1,464,422 |
(Continued)
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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of bank debentures Redemption of bank debentures Increase (decrease) in securities sold under repurchase agreements Increase in other financial liabilities Increase (decrease) in other liabilities Cash dividends Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR |
2017 $ - (4,000,000 ) (434,630 ) 1,564,984 35,088 (1,306,774 ) (4,141,332 ) 51,255 3,219,783 28,255,059 $ 31,474,842 |
2016 (Audited after Restated) $ 4,000,000 (200 ) 9,968,068 2,924,284 (399,113 ) (1,213,297 ) |
|---|---|---|
15,279,742 (990 ) |
||
(57,477,543 ) 85,732,602 $ 28,255,059 |
Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets is as follows:
| Cash and cash equivalents in individual balance sheets Due from the Central Bank and other banks that meet the IAS 7 definition of “cash and cash equivalents” Securities purchased under resale agreements that meet the IAS 7 definition of “cash and cash equivalents” Cash and cash equivalents in consolidated statements of cash flows |
December 31 | December 31 | |
|---|---|---|---|
| 2017 $ 8,531,125 11,872,324 11,071,393 $ 31,474,842 |
2016 $ 7,277,784 14,580,619 6,396,656 $ 28,255,059 |
(Concluded)
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Attachment II
Audit Committee’s Review Report for 2017 Business Report and Financial Statements
To: 2018 Annual Shareholders’ Meeting of Far Eastern International Bank
March 21, 2018
The Board of Directors has submitted business report, audited financial statements (by Shih-Tsung Wu, CPA, and Chen-Hsiu Yang, CPA, of Deloitte & Touche) and earnings distribution proposal of the Bank for the year ended Dec.31 2017 for the Committee’s review.
After reviewing, the Committee has found the above mentioned reports acceptable, and hence issued the review report herewith in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
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_________ Bing Shen
Audit Committee Convener Far Eastern International Bank
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