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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.

  • Mr. Douglas Tong Hsu

  • Mr. Shaw Y. Wang, Representative of Far Eastern New Century Corp.

  • Mr. Humphrey Cheng, Representative of Far Eastern New Century Corp.

  • Mr. James Wu, Representative of Far Eastern New Century Corp.

  • Mr. Tsung-Ming Cheng, Representative of Asia Cement Corp.

  • Mr. Shi-Chun Hsu, Representative of Asia Cement Corp.

  • Mr. Min-Teh Yu, Representative of U-Ming Marine Transport Corp.

  • 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:

  • 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.

  • ii. The 2017 business report, the independent auditors’ report & 2017 financial statements, and

1

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.

2

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:

  • 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.

  • ii To specify dividends policy of the Bank, article 25-1 of the Bank’s Articles of Incorporation is amended.

  • 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:

  • 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.

  • 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.

  • 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.

  • 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.

  • v. 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 2,014,162,426 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.

3

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:

  • 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.

  • 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.

  • iii. According to Article 43-6 of the “Securities and Exchange Act”, the disclosure of private placement shall include:

  • (i) The basis and justification of the pricing:

    1. 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:

      • (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.

      • (2) The simple averaged closing price of 30 business days prior to the pricing date, minus dividends, plus price adjusted for capital reduction.

    2. 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.

    3. 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.

    4. 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.

  • (ii) The selection, purpose, essentiality and benefits of allying with the specific parties:

    1. 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.

    2. 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.

    3. Benefits: The Bank’s competitiveness and profitability will be enhanced via system support and management participation of the specific parties.

  • (iii) The essentiality justification of private placement:

    1. 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.

    2. The amount of private placement: Within the limit of NT$10 billion or equivalent in foreign

4

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.

  1. 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.

  2. 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.

  3. v. Please vote FOR.

  4. 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:

  • 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.

  • 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.

  • 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.

  • 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.

5

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:

  • 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.

  • 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.

  • 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

6

Attachment I

Independent Auditors’ Report & 2017 Financial Statements

( English Translation of a Report Originally Issued in Chinese)

==> picture [409 x 557] intentionally omitted <==

7

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8

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9

==> picture [369 x 577] intentionally omitted <==

10

==> picture [369 x 575] intentionally omitted <==

11

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

12

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

13

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)





















14

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)

15

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

16

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











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

17

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)

18

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)

19

==> picture [409 x 527] intentionally omitted <==

20

==> picture [369 x 532] intentionally omitted <==

21

==> picture [369 x 435] intentionally omitted <==

22

==> picture [369 x 552] intentionally omitted <==

23

==> picture [369 x 572] intentionally omitted <==

24

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

25

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

26

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)

27

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)

28

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

29

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

30

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)

31

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.

==> picture [103 x 46] intentionally omitted <==

_________ Bing Shen

Audit Committee Convener Far Eastern International Bank

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